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HomeMy WebLinkAboutAGMT - Vestis(Uniform and Mat Services)vestis U,ff n -d Workolace Supplies SERVICE AGREEMENT This SERVICE AGREEMENT (this "Agreement") is made and is effective this 24th day of March, 2025 (the "Effective Date"), between City of Seal Beach, ("Customer"), with principal place of business at 211 8th Street, Seal Beach, CA 90740, and Vestis Services, LLC, a Delaware limited liability company, ("Company"), with offices at 115 North First Street, Burbank, California 91502. Section 1. Company agrees to supply and Customer agrees to rent the textile merchandise and/or other items set forth on Schedule I attached to this Agreement (collectively, the "Merchandise"), from Company. Company will launder, mend and finish rental Merchandise. The rental prices, replacement rates and other charges for the initial Merchandise are set forth on Schedule I. Customer locations are authorized to order additional products and services offered by Company (which shall be deemed Merchandise under this Agreement). The rental prices, replacement rates and other charges for any additional Merchandise ordered by a Customer location will be as agreed to by Company and the Customer location and set forth on the Customer location's weekly invoice. Section 2. The Merchandise shall be provided at 1776 Adolfo Lopez Drive, Seal Beach, CA 90740. Section 3. All rental Merchandise supplied to Customer under this Agreement is the property of Company and shall be promptly returned on demand. Company will replace rental Merchandise worn out through normal wear and tear at no additional charge. Customer agrees to pay for rental Merchandise that is lost or damaged . The charge for lost or damaged Merchandise shall be the then current replacement rate. The initial replacement rate for the initial Merchandise is set forth on Schedule I. If an "EasyCareO" charge is included, Company will replace the corresponding garment Merchandise that is ruined by Customer and non -garment Merchandise that is lost or ruined by Customer, in each case without any additional replacement charge. Merchandise that is lost or ruined as a result of willful misconduct or intentional abuse by Customer or a Customer employee is not covered by EasyCareO and Customer is still responsible for preparation, embroidery and emblem charges. Either party may discontinue EasyCareO on garment Merchandise by providing written notice to the other party, in which case standard loss and ruin charges will apply. If a "Bill Assure" charge is included, Company will replace rented or leased Merchandise that is lost or ruined without any additional loss or ruin charges. Merchandise that is lost or ruined as a result of willful misconduct or intentional abuse is not covered by Bill Assure and Customer is still responsible for preparation, name and emblem charges. Either party may discontinue Bill Assure at any time by providing written notice to the other party, in which case standard loss and ruin charges will apply. Section 4. The term of this Agreement shall commence as of the Effective Date as defined above, and shall continue for a term of two (2) years ("Original Term") and shall expire at midnight on March 24, 2027, unless sooner terminated or extended as provided by this Agreement. City will pay Contractor in accordance with the rates shown on the fee schedule set forth in Schedule I for the Services but in no event will City pay more than the total not -to -exceed amount of $39,000.00 (Thirty -Nine Thousand dollars) for the Original Term. City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to two (2) additional terms of one year each ("extension"), by providing written notice to Contractor at least one month prior to the expiration of an existing term. If timely elected by City, the first extension shall have a term extending from March 24, 2027 through and including March 24, 2028, unless sooner terminated or extended pursuant to this Agreement. If timely elected by City, the second extension shall be from March 24, 2028 through and including March 24, 2029, unless sooner terminated pursuant to this Agreement, for a total not -to -exceed amount of $19,500.00 (Nineteen thousand and Five Hundred dollars) for each extension. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and Contractor's authorized representatives. Section 5. (a) All charges under this Agreement are due and payable thirty (30) days from the date of each statement rendered by Company and receipt at invoices@sealbeachca.gov. Customer agrees to pay Company a late payment charge equal to the lesser of 1.5% per month or the maximum permitted by law for any payments not received by Company by the applicable due date. (b) Customer agrees that all charges shall be increased annually on or after each anniversary of the Effective Date of this Agreement in an amount up to the percentage change in the Consumer Price Index over the previous 12 months or 5%, whichever is greater. As used herein, the phrase "Consumer Price Index" (or "CPI") means the CPI for All items in Los Angeles -Long Beach -Anaheim, CA, all urban consumers, not seasonally adjusted (base period 1982-84=100). (c) Customer shall be responsible for any sales or use taxes or other governmental impositions of any kind on the amounts owed by Customer to Company (or collected by Company from Customer) under this Agreement. (d) In consideration of the sizeable investment Company is making in Merchandise for Customer, Customer agrees that Company may impose minimum per invoice recurring charges equal to 75% of the average weekly charges during the initial three months following the Commencement Date. (e) Company will bill and invoice Customer using Company's established standard billing and invoicing procedures, described as follows:_ Invoices shall be submitted to Invoices@sealbeachca.gov. Company will not be required to agree to any non-standard billing and invoicing procedures requested by Customer, including requests to prepare reports and analyses or to utilize Customer's billing systems. Any deviations from Company's standard billing and invoicing procedures agreed to by Company will be at Customer's sole expense at a cost to be agreed to by the parties. The charges set forth on Schedule I are based on a 52-week year. Customer shall be responsible for charges applicable to each employee without regard to the absence of any employee for any reason other than termination of employment. Section 6. (a) The quantity of the Merchandise provided under this Agreement shall not be reduced without Company's consent, except that Customer may reduce quantities or eliminate the garments related to an employee that is no longer employed by Customer and is not replaced by another employee. Customer agrees to immediately notify Company in writing of any employee's termination and agrees to immediately return all Merchandise issued to such employee. Customer's management shall designate specific personnel at each Customer location who shall have responsibility for notifying Company's route sales representative of any personnel changes and of any new inventory requirements. Company's route sales representative shall be so notified at the time of delivery of the Merchandise. (b) With respect to the Merchandise covered by this Agreement, Customer acknowledges that Company's Merchandise is not interchangeable and cannot be mixed with those of other textile rental service companies. Section 7. (a) Termination by Customer. (1) Except as otherwise provided in Paragraphs (2) and (3) of this Section 7(a), Customer may terminate this Agreement for any individual location for material deficiencies in service and/or quality of Merchandise provided: (i) Complaints are first made by Customer promptly in writing, by issuance of a notice of proposed termination, to Company's location serving the Customer location (with a copy sent by U.S. mail, return receipt requested, to the address first set forth above for Company, attention Director of Service, National Accounts or via email to VestisCaresavestis.com), stating the precise nature of any complaints; (ii) Company is afforded a reasonable period of time of at least thirty (30) days to correct, or begin to take reasonable steps to correct, any deficiencies complained of; and (iii) Company fails to correct, the deficiencies complained of, within thirty (30) days or such longer period of time that City agrees to in its sole discretion. In the event Customer complies with the foregoing and Company fails to correct such deficiencies at the applicable location as provided in Paragraph (iii) of this Section 7(a)(1), Customer may immediately terminate this Agreement at any such location or terminate this Agreement in its entirety, as determined by Customer in its sole discretion. Termination will be effected by service of a written notice of termination sent to Company by mail or email as provided in Section 7.a(1)(i), above, of this Agreement. (2) This Agreement may be terminated by Customer upon 10 days' notice to Company if Company fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. Termination will be effected by service of a written notice of termination sent to Company by mail or email as provided in Section 7(a)(1)(i), of this Agreement. (3) This Agreement may be terminated by Customer, without cause, upon giving Company written notice thereof not less than 30 days prior to the date of termination. Termination will be effected by service of a written notice of termination sent to Company by mail or email as provided in Section 7(a)(1)(ii), of this Agreement. (b) Termination by Company. (1) This Agreement may be terminated by Company based on reasonable cause, provided: (i) Complaints are made by Company promptly in writing, by issuance of a notice of proposed termination to Customer's location where the alleged cause occurred (with a copy to with a copy sent by U.S. mail, return receipt requested, to the address first set forth above for Company, attention Sean C. Low, or via email to slow@sealbeachca.gov), stating the precise nature of any complaints; (ii) Customer is afforded a reasonable period of time of at least thirty (30) days to correct, or begin to take reasonable steps to correct, any deficiencies complained of; and (iii) Customer fails to correct, the deficiencies complained of, within thirty (30) days or such longer period of time that Company agrees to in its sole discretion. In the event Company complies with the foregoing and Customer fails to correct such deficiencies at the applicable location as provided in Paragraph (iii) of this Section 7(b)(1), Company may immediately terminate this Agreement at any such location or terminate this Agreement in its entirety, as determined by Company in its sole discretion. Termination will be effected by service of a written notice of termination sent to Customer by mail or email as provided in Section 7(b)(1)(ii), above, of this Agreement. Section 8. (a) Customer agrees to pay all undisputed loss or ruin charges and all undisputed unpaid statements upon any termination or expiration of this Agreement at any Customer location. EasyCare' does not cover lost or ruined Merchandise identified in connection with any reduction or elimination of Merchandise or any termination or expiration of this Agreement. (b) Except as otherwise provided in Subsection (c) of this Section 8(b), if Customer breaches this Agreement or terminates this Agreement prior to the end of the Original Term as defined in Section 4, , Customer shall pay Company as liquidated damages (intended as a good faith pre -estimate of the actual damages Company would incur and not as a penalty), an amount equal to the lesser of (a) fifty percent (50%) of the average weekly charges at such location during the three months prior to termination multiplied by the number of weeks remaining in the current term, or (b) a buyback of all rental Merchandise being provided to Customer at such location(s) at the then current replacement rate. (c) Notwithstanding Subsection (b) of this Section 8, Customer shall have no obligation to pay any liquidated damages to Company under any of the following circumstances: (1) Customer terminates this Agreement in accordance with Section 7(a)(1) of this Agreement; or (2) Customer terminates this Agreement in accordance with Section 7(a)(2) of this Agreement; or (3) Customer terminates this Agreement as a result of a force majeure event in accordance with Section 15 of this Agreement; or (4) Customer terminates this Agreement prior to the end of the Original Term, or any extended term, due to the nonappropriation of funds in accordance with Section 18 of this Agreement; or (4) Customer terminates this Agreement in accordance with Section 20 of this Agreement. Section 9. Customer acknowledges that Company may make an investment in "Special Items" provided to Customer locations. "Special Items" are (a) any items that are (i) embroidered, (ii) flame resistant, (iii) not part of Company's standard product line or (iv) otherwise denoted with an "*' on Schedule I, and (b) emblems that are unique to Customer. In addition to any other obligations under this Agreement, upon (i) any termination of this Agreement in whole or in part, by either party, whether or not for cause, (ii) the final expiration of this Agreement or (iii) the Customer's or any location's change of the specifications of any Special Items, Customer shall purchase from Company any Special Items in stock or committed by Company to Customer's service (i.e., in-service and shelf inventory, as well as manufacturer's supplies ordered by Company). The purchase price for such Special Items shall be the then current replacement rate or direct sale purchase price, as applicable, or, in the case of emblems, the purchase price set forth on Schedule I. Section 10. (a) The Merchandise is not resistant to hazardous chemicals, contains no special hazardous chemical resistant features and is not designed for use in areas where contact with hazardous substances is possible. Customer warrants that none of the employees for whom Merchandise is supplied pursuant to this Agreement require clothing that is resistant to hazardous substances. Customer is obligated to notify Company of any toxic or hazardous substance introduced onto the Merchandise and agrees to be responsible for any loss, damage or injury experienced by Company or its employees as a result of the existence of such substances. Company reserves the right not to handle or process any Merchandise soiled with toxic or hazardous substances. Customer agrees to indemnify Company from and against any losses, claims, expenses, damages, or liabilities, including reasonable attorney's fees incurred by Company, as a result of any Merchandise being soiled with a toxic or hazardous substance to the extent such losses, claims, expenses, damages or liabilities arise out of the sole negligence of willful misconduct of Customer. (b) Unless otherwise stated in this Agreement, the Merchandise supplied under this Agreement is not flame resistant, contains no flame resistant features, and is not is not designed for use in areas of flammability risk is possible. Except for employees wearing flame resistant merchandise, if any, Customer warrants that none of the employees for whom Merchandise is supplied pursuant to this Agreement require clothing that is designed for use in areas of flammability risk. Section 11. Customer agrees that Customer has selected the Merchandise and is responsible for determining its appropriateness and for the safe and proper use, placement and securing of the Merchandise. Company warrants to Customer that, so long as Customer shall not be in default of any of the provisions of this Agreement, Company shall provide Customer with Merchandise freshly processed, mended and finished in accordance with generally accepted standards of the textile industry. Company makes no other warranty, express or implied, as to any other matter whatsoever. Customer assumes all risks associated with the use of the Merchandise and Company shall not be liable either in tort or in contract for any injury, death, loss or damage, arising out of the use or misuse of, or the inability to use, the Merchandise; except that Company shall indemnify, defend, and hold harmless Customer, its elected and appointed officials, officers, employees, agents, volunteers, or independent contractors serving as agents in the role of Customer's officials, for all losses, claims, expenses, damages, or liabilities, including reasonable attorney's fees, to the extent such losses, claims, expenses, damages, or liabilities arise out of the negligence or willful misconduct of Company or its officers, directors, agents or employees. Customer agrees to indemnify, defend and hold harmless Company from any and all losses, claims, expenses, damages or liabilities, including reasonable attorney's fees incurred by Company, to the extent such losses, claims, expenses, damages or liabilities arise out of Customer's sole negligence or willful misconduct in Customer's use or misuse of the Merchandise; except that in no event will Customer, its elected and appointed officials, officers, employees, agents, servants, volunteers, successors, assigns, and those Customer agents serving as independent contractors in the role of Customer officials, be liable to Company for any indirect, special, incidental, consequential (including lost revenue or profits), punitive or extraordinary damages, In no event will Company, its affiliates and their respective officers, directors or employees be liable to Customer for any indirect, special, incidental, consequential (including lost revenue or profits), punitive or extraordinary damages. For reflective Merchandise, all Company - supplied any garments shall satisfy specific ANSI/ISEA standards only if so labeled. Customer acknowledges that Company makes no representation, warranty or covenant regarding the visibility performance of any reflective Merchandise and that reflective properties may be reduced or ultimately lost through laundering. Section 12. Without limiting Company's indemnification of Agency, and prior to commencement of work, Company shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the types and amounts described in Exhibit 1 and in a form that is satisfactory to Agency. Section 13. Except as otherwise set forth herein, any notice under this Agreement must be in writing and addressed to the receiving party at the address stated on the first page of this Agreement (or such other address of which that party has given proper notice) and will be effective when delivered by overnight delivery service. Section 14. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. Section 15. (a) Neither Party shall be deemed to be in breach of this Agreement, responsible for damages, interruption or delay in performance, and Company and Customer each hereby waive all claims against each other for damages, arising from any of the following force majeure event: delay, interruption or postponement of service caused by reason of and/or caused by acts of God, acts of the public enemy, strikes, lockouts, labor stoppages, slowdowns or lockouts or other industrial disturbances, wars, riots, explosions, fire, floods, earthquakes, or other casualty event, epidemics, pandemics or other health emergencies, court orders or judgments, accidents or any other similar cause outside the parties' reasonable control. Each Party shall provide written notice to the other Party promptly in writing by delivery, mail and email as specified in Section 7(a)(1)(i) (notice by Customer) or by delivery, mail and email as specified in Section 7(b)(1(i) (notice by Company) of this Agreement of (1) Each such excusable delay, interruption or postponement of service; (2) Its cause; (3) The duration of its expected delay, interruption or postponement; and (4) Upon request of the other party, shall update such advice and information. (b) Upon discontinuance of the cause(s) of delay, interruption or postponement of service, Company shall resume normal service and upon the option of Customer, as determined in its sole discretion, then: (1) The then -current term of this Agreement shall be extended by a period equal to the period of the interruption or postponement, or (2) Customer may terminate the Agreement without penalty. In the event Customer terminates the Agreement pursuant to this Section, the provisions of Section 8 shall not apply. Section 16. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, executors, successors or assigns. (b) Notwithstanding Subsection (a) of this Section 16, Company shall not assign or transfer any interest in this Agreement or any part thereof, whether by assignment or novation, without Customer's prior written consent. Any purported assignment without Customer's written consent shall be null, void, and of no effect. In the event of any purported assignment without Customer's written consent, (1) Customer shall have the option of terminating this Agreement without penalty; and (2) Company shall further hold harmless, defend and indemnify Customer, its elected and appointed officials, officers, employees, agents, servants, volunteers, successors, assigns, and those Customer agents serving as independent contractors in the role of Customer officials with respect to any claim, demand or action arising from or relating to any unauthorized assignment or transfer. Section 17. This Agreement constitutes the entire agreement of the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, discussions, or representations. This Agreement cannot be amended or changed, except in writing signed by Customer and Company. Any terms contained in a purchase order, quote, acknowledgement, or invoice are not part of this Agreement and are not binding on either party. Section 18. Payments to be made to Company by Customer for any Merchandise provided within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that Customer does not appropriate sufficient funds for payment of Company's Merchandise beyond the current fiscal year, this Agreement shall cover payment for Company's Merchandise only to the conclusion of the last fiscal year in which Customer appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. Section 19. Company is an independent contractor and not an employee of Customer. All of Consultant's employees and other personnel providing any of the Merchandise, work or other services under this Agreement shall also not be employees of Customer. All Merchandise, work or other services provided pursuant to this Agreement shall be performed by Company and Company's employees or other personnel under Company's supervision, and Company will determine the means, methods, and details by which Company's employees and other personnel will provide the Merchandise, or perform any of the work or other services under this agreement, and . Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. Section 20. (a) Company covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the performance of this Agreement, or which would conflict in any manner with the performance of the Agreement. Company further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Company shall avoid the appearance of having any interest, which would conflict in any manner with the performance of this Agreement. Company shall not accept any employment or representation during the term of this Agreement which is or may likely make Company "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by Customer on any matter in connection with which Company has been retained. (b) Company further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Company to solicit or obtain this Agreement. Nor has Company paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Company any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, Customer shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. (c) Company warrants and maintains that it has no knowledge that any officer or employee of Customer has any interest, whether contractual, non -contractual, financial, proprietary, or otherwise, in this transaction or in the business of Company, and that if any such interest comes to the knowledge of Company at any time during the term of this Agreement, Company shall immediately make a complete, written disclosure of such interest to Customer, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection Section 20. Customer has read the foregoing in its entirety and understands all of its terms and conditions, and warrants to Company that the person signing on behalf of Customer has the authority and power to execute this Agreement on behalf of Customer, and after the execution hereof Customer is bound by all of the terms and conditions herein. Customer confirms that by signing this Agreement, no existing contract to which Customer is a party is, or will be, breached. Section 21. Any provision of this Agreement determined by a legal authority to be invalid or unenforceable will not affect the validity or enforceability of the rest of this Agreement. The rights and obligations of the parties which by their nature must survive the termination of this Agreement will survive the termination of this Agreement. This Agreement may be executed in multiple counterparts and sent by facsimile or other electronic means, and each counterpart will be deemed an original, which will together constitute one and the same instrument. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH a G Attest: By: Approved as to Form: By: Nicholas Ghirelli, City Attorney CONTRACTOR: Vestis Services, LLC, a Delaware limi d liabili c mpany By: _. Name: � *� Its: By: i,i s (t'r Name. L- , 6 tot. Its: i"�b/a�o+t. A< cv �. rj',.. 312,11120 (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) 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General liability insurance. Company shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. The policy shall also include Products -Completed Operations Liability coverage with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, covering claims arising from defective or harmful products supplied, including but not limited to design defects, manufacturing defects, and failure to warn. Company shall ensure that the policy remains in effect for a minimum of one (1) year following the final delivery of products. Automobile liability insurance. Company shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Company arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Workers' compensation insurance. Company shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Company shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees, and volunteers. Other provisions or requirements Proof of insurance. Company shall provide certificates of insurance and required endorsements to Agency as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by Agency's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with Agency for the contract period and any additional length of time required thereafter. Agency reserves the right to require complete, certified copies of all required insurance policies, at any time. Duration of coverage. Company shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Company, their agents, representatives, employees, or subconsultants. Primary/non-contributing. Coverage provided by Company shall be primary and any insurance or self-insurance procured or maintained by Agency shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of Agency before the Agency's own insurance or self- insurance shall be called upon to protect it as a named insured. Agency's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Agency has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by Agency will be promptly reimbursed by Company or Agency will withhold amounts sufficient to pay premium from Company payments. In the alternative, Agency may cancel this Agreement. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the Agency's Risk Manager. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against Agency, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Company or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Company hereby waives its own right of recovery against Agency and shall require similar written express waivers and insurance clauses from each of its subconsultants. Enforcement of contract provisions (non estoppel). Company acknowledges and agrees that any actual or alleged failure on the part of the Agency to inform Company of non- compliance with any requirement imposes no additional obligations on the Agency nor does it waive any rights hereunder. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Company maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Company. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency. Notice of cancellation. Company agrees to oblige its insurance agent or broker and insurers to provide the Agency with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Company's insurers are unwilling to provide such notice, then Company shall have the responsibility of notifying the Agency immediately in the event of Company's failure to renew any of the required insurance coverages or insurer's cancellation or non -renewal. Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that Agency and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to Agency and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Company's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross -liability exclusions. Pass through clause. Company agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Company (hereinafter collectively "subcontractor"), provide the same minimum insurance coverage and endorsements required of Company. Company agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Company's subcontractor cannot comply with this requirement, which proof must be submitted to the Agency, Company shall be required to ensure that its subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with subcontractor's scope of work and services, with limits less than required of the Company, but in all other terms consistent with the Company's requirements under this agreement. This provision does not relieve the Company of its contractual obligations under the agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Company with the ability to utilize a subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Company under this agreement given the limited scope of work or services provided by the subcontractor. Company agrees that upon request, all agreements with subcontractors, and others engaged in the project, will be submitted to Agency for review.