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PROFESSIONAL SERVICES AGREEMENT
by and between
THE PARKING AUTHORITY OF THE CITY OF BURBANK, CALIFORNIA
and
LAZ KARP ASSOCIATES, LLC dba LAZ PARKING CALIFORNIA, LLC
dated as of ______________
Attachment 5
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PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”), is made and entered into this ____ day of ____________ (the “Effective Date”), by and between THE PARKING AUTHORITY OF THE CITY OF BURBANK, CALIFORNIA (the “Authority”) and LAZ KARP ASSOCIATES, LLC dba LAZ PARKING CALIFORNIA, LLC (the “Consultant”). The Authority and the Consultant are herein referred to, individually, as a “ Party”, and, collectively, as the “Parties”.
Authority and Consultant agree as follows:
1.0 Services. Consultant, as an independent contractor, agrees to perform during the term of this Agreement, each and every service described in the “Scope of Services” set forth on Exhibit A to this Agreement (the “Scope of Services”). The initiation of service by the Consultant should not commence until all of the following conditions have been satisfied:
(a) Consultant has furnished all of the insurance documents required by Section 10.0 below; and
(b) Consultant has furnished any required supporting
documentation required by Sections 16.0 below.
(c) Consultant shall perform each service within the Scope of Services only to the extent of the specific written authorization or notice to proceed provided by the Authority Project Manager, which shall direct the Consultant to proceed with the services listed in the Scope of Services, or any portion therein. To the extent that the Scope of Services involves more than one service, Consultant shall only be entitled to payment for services upon Authority Project Manager’s written authorization or notice to proceed with such service. The services of the Consultant shall include the making of all investigations, studies, and analysis required by the conditions involved in each request of the Authority Project Manager. The Scope of Services shall not be modified without an amendment executed by the authorized representatives of each Party.
1.1 Extra Services
Unless Authority and Consultant have agreed in writing before the performance of extra services that are beyond the Scope of Services, Authority shall have no liability for such extra services and Consultant
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shall have no right to claim compensation for such extra services or expenses. The applicable hourly rates for authorized extra services shall be at the hourly rates set forth in the Schedule of Compensation (Exhibit B) unless otherwise agreed to by the parties in writing.
2.0 Term of Agreement; Termination.
2.1 Term. The term of this Agreement is from the Effective Date until November 18, 2027. The Authority shall have two renewal options (Option 1: November 19, 2027 to November 18, 2028; Option 2:
November 19, 2028, to November 18, 2029) by which it may extend the term of the Agreement by one year at a time in its sole discretion. The extension options may be exercised sequentially or concurrently. To exercise an extension option, the Authority shall provide written notice to Consultant at least 60 days prior to the then-scheduled termination date.
The Agreement may be earlier terminated as provided in Section 2.2 below (the “Term”).
2.2 Termination by Authority. The Authority may terminate any or all of the services agreed to be performed under this Agreement without cause, at any time during the Term by giving the Consultant thirty (30) days’ notice in writing. Either party may terminate this Agreement with cause, immediately upon giving the other party written notice of such default or breach of this Agreement that is the basis for the termination.
2.3 E
ffect of Termination . In the event of termination, Consultant shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination s hall be payable by Authority to Consultant within thirty (30) days following submission and approval of a final invoice by Consultant unless termination is for cause. In the event that such termination was for cause, Consultant shall be compensated only to the extent required by law.
3.0 C
ompensation and Schedule of Compensation . The total compensation (including, but not limited to all fees, expenses, reimbursements or other costs) payable by the Authority to the Consultant under this Agreement shall not exceed the sum of $1,409,470. The Cost of Services shall not be increased without a written amendment executed by the authorized representatives of each Party. Consultant shall earn the compensation set forth in the Cost of Services in accordance with the “Schedule of Compensation” as at tached to this Agreement as Exhibit B. No payment for expenses, labor or any other cost shall be paid to Consultant unless it is within the Scope of Services (Exhibit A).
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3.1 If this Agreement has been directly approved by the Authority Members, the Authority Members hereby authorize the Designated Official to increase the Cost of Services in an amount not to exceed $500,000.
4.0 Personnel.
4.1 The staff person designated by Consultant to be the primary point of contact (the “Representative”) for day -to-day performance of this Agreement shall be:
Rene Mendoza
Project Manager
1200 Wilshire Blvd., Suite 100B
Los Angeles, CA 90017
Phone: (708) 929-8239
Email: [email protected]
Representative shall be a key member of Consultant’s firm, and shall be directly involved in performing, supervising or assisting in the performance of the Scope of Services under this Agreement. The Representative shall be the key person to communicate w ith, and periodically report to, Authority on the progress of the work. The Consultant may, from time to time, remove or replace the Representative designated in this Agreement only with prior written consent by the Authority’s Designated Official.
4.2 The services to be performed by Consultant shall be accomplished under the general direction of, and coordination with, the staff person designated by the Authority serving as the project manager (the “Authority Project Manager”). The Authority Project Manager designated by the Authority for day-to-day administration of this Agreement shall be:
David Kriske
Assistant Community Development Director, Transportation 150 N. Third Street, 2
nd Floor
Burbank, CA 91502
(818) 238-5269
[email protected]
The Authority may, from time to time, remove or replace the Authority Project Manager designated in this Agreement by written notice to Consultant. The Authority Project Manager has no authority to execute any amendments, consents or waivers on behalf of the Authority.
4.3 With respect to matters that extend beyond the day-to-day administration
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of this Agreement, the Authority designates the Burbank Community Development Director, Patrick Prescott, (the “Designated Official”) to handle such matters.
(818) 238-5176
[email protected]
5.0 Invoicing and Payment. Consultant shall provide Authority with written verification of the actual compensation earned, which written verification shall be in a form reasonably satisfactory to the Authority Project Manager. Invoices shall be made no more frequently than on a monthly basis and no less frequently than every 60 days, and shall describe in reasonable detail the work performed (including a list of hours worked by personnel classification) togeth er with any receipts, invoices or other documentable expenses that are reimbursable under the Schedule of Compensation. All payments shall be made within thirty (30) days after Authority’s approval of such invoice.
6.0 S
tandard of Skill . Consultant, and Consultant's officers, employees and agents, if any, are skilled in the professional calling necessary to perform the work agreed to be done pursuant to this Agreement. The work performed by Consultant shall be with the degree of skill a nd diligence normally practiced in the industry for which Consultant is being retained by the Authority. To the extent that Consultant’s industry is subject to guidelines, rules or other standards, Consultant shall ensure that it complies with such guidelines, rules or other standards. The accep tance of Consultant's work by the Authority shall not operate as a release of the Consultant from such standard of care and workmanship.
7.0 I
ndependent Contractor . Consultant is retained and engaged by the Authority only to the extent set forth in this Agreement, and the Consultant's relationship to the Authority is that of an independent contractor. Consultant shall be free to dispose of all portions of Consultant's time and activities which Consultant is not obligated to devote to the Authority in such a manner and to such persons, firms, or corporations as the Consultant sees fit except as expressly provided in this Agreement.
Consultant shall not be considered to have the status of an employee under this Agreement or be entitled to participate in any insurance, medical care, vacation, sick leave, or other benefits provided for Authority's officers or employees. Consultant shall be solely responsible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the performance by the Consultant (including any of its officers, employees or other agents) of its obligations under this Agreement. Consultant has no authority to bind Authority in any manner or to incur any obligation, debt or liability of any kind on behalf of or against Authority, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by the Authority.
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8.0 Hold Harmless and Indemnity. Consultant shall fully and promptly undertake its obligations as set forth below:
8.1 Ho ld Harmless . To the fullest extent provided by law, Consultant holds Authority and the City of Burbank (“City”) , and their respective elected officials, Members, officers, agents, and employees, harmless from all of Consultant's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Consultant, to Consultant's employees, to Consultant’s contractors or subcontractors, or to the owners of Consultant's firm, which damages, losses, injuries or liability occur during the work required under this Agreement, or occur while Consultant is on City or Authority property, or which are connected, directly or indirectly, with Consultant's performance of any activity or work required under this Agreement.
8.2 D
efense and Indemnity. Consultant shall investigate, defend, and indemnify Authority and the City, and their respective elected officials, Members, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of any intellectual property rights (including, copyright, patent and trademark), or professional errors and omissions arising out of, directly or indirectly, any error, negligence, recklessness, or omission of Consultant or any of Consultant’s officers, agents, employees, representatives, sub - consultants, or subcontractors, or the willful misconduct of Consultant or any of Consultant’s officers, agents, employees, representatives, sub-consultants, or subcontractors, in performing the services described in, or normally associated with, the work required under this Agreement, or breach by Consultant of this Agreement. The duty to defend shall include any suits or actions concerning any activity, product or work required under this Agreement, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto.
8.3 N
o Waiver . Authority and City do not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by Authority or City, or the deposit with Authority or City, of any insurance certificates or policies described in Section 10.0 below.
9.0 C
orrection or Re -Performance of Work. If Authority believes that any of the work performed under this Agreement does not comply with the terms of this Agreement, Authority may deliver notice to Consultant. Such Authority’s notice
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shall describe how the work performed, including any deliverables resulting from such work, does not meet the requirements of this Agreement, including failure to meet the applicable standard of care set forth in Section 6.0 and, upon Authority’s sole discretion, may also make a request for Consultant to re-perform the services.
If Authority requests Consultant to re-perform services, Consultant shall promptly re-perform the services at no additional cost to Authority in a reasonably timely manner. Should Consultant fail to make such correction or re- performance, the cost thereof shall be withheld from any funds due to Consultant hereunder or charged to Consultant with such amounts to be paid by Consultant within thirty (30) days of receipt of such invoice.
10.0 Insurance.
10.1 Insurance Coverage. Consultant shall maintain, throughout the Term, the insurance coverage set forth in the “Insurance Requirements” as attached to this Agreement as Exhibit C.
10.2 Delivery of Certificates of Insurance and Endorsements . Prior to the commencement of any work by Consultant under this Agreement, Consultant shall provide the Authority with copies of certificates (on an Accord form as modified per Authority direction) for all policies together with the appropriate endorsements required in Exhibit C. At the request of the Authority, Consultant shall deliver a copy of its insurance policies.
10.3 F ailure to Maintain Insurance. If Consultant receives a cancellation notice of any insurance required by this Agreement, Consultant shall, within one day of receipt, forward said notice to Authority Project Manager. If Consultant at any time during the Term of this Agreement, should fail to secure or maintain any insurance required under this Agreement, the Authority or the City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the cost of the insurance premiums at the maximum rate permitted by law computed from the date written notice is received that the premiums have been paid. Such costs can be assessed by deducting such costs from any amounts due and payable to the Consultant as compensation under the terms of this Agreement.
11.0 W
ork Product .
11.1 Deliverables. Consultant shall deliver to the Authority the studies, plans, specifications, drawings, photographs, maps, videos, records, designs, data, reports, documents or other work products as are identified in the Scope of Services (“Work Product”). The Authority may also request, and Consultant shall provide to Authority, copies of all other information developed in the course of the Consultant’s performance of this
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Agreement. Consultant shall, in such time and in such form as the Authority may require, furnish reports concerning the status of services required under this Agreement. Consultant shall, upon request by Authority and upon completion or termination of this Agreement, deliver to the Authority all Work Product produced by the Consultant. Consultant represents and warrants that upon delivery of the Work Product, such Work Product shall be free of all liens, security interests or any other encumbrances.
11.2 Ownership. Each and every item that constitutes Work Product produced, prepared, or caused to be prepared by the Consultant pursuant to or in connection with this Agreement shall be the exclusive property of the Authority.
12.0 C
onfidentiality .
12.1 Non-Disclosure Exemptions. Consultant may be granted access to information that is exempt from disclosure to the public and may contain “trade secrets” when it is necessary for Consultant to perform its obligations pursuant to this Agreement. If Consultant is granted such access to confidential information, Consultant shall not be considered to be a member of the public as that term is used in the California Public Records Act.
12.2 C
onfidentiality Obligation. Consultant shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to Consultant by the Authority or other information to which the Consultant has had access during the Term of this Agreement without the prior written consent of the Designated Official during the Term of this Agreement and this obligation shall survive for a period of two (2) years after the termination of this Agreement. Notwithstanding the foregoing, the confidentiality obligations imposed by this Agreement shall survive as to any of the following information (a) a trade secret under applicable law for so long as such information constitutes a trade secret thereunder, (b) each utility customer’s “data” under applicable law unless Consultant has secured such customer’s express, written consent to release of such customer’s information, (c) any information classified by Authority as “critical infrastructure information” or “protected critical infrastructure information” or “protected system,” or (d) any other documentation that has been identified as confidential by Authority until Authority has advised Consultant in writing that such information may be released.
13.0 A
cceptance of Final Payment by Consultant . The acceptance by Consultant of
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the final payment made under this Agreement shall release Authority from all claims and liabilities for compensation to or for the benefit of Consultant for anything done, furnished, or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of Authority 's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check; provided, however, approval or payment by Authority shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, agents, subcontractors and subconsultants for the satisfactory performance, accuracy and/or competency of the information provided and/or work performed by Consultant; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by Authority for any defect or error in the work prepared by Consultant, its employees, agents, subcontractors and subconsultants.
14.0 Records. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by the Authority, the Designated Official or the Authority Project Manager. Consultant shall maintain adequate records on services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide access to the Designated Official or designees at all proper times to such books and records, and gives the Designated Official or designees the right to examine and audit such books and records and to make transcripts as necessary, and to allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Consultant shall maintain such records for at least four years after the termination or final payment under this Agreement, whichever is later.
15.0 C
onflict of Interest . Consultant agrees to be familiar with and comply with all applicable federal, state and local conflict of interest laws (including 2 CFR 200.318, if federal money is funding any part of this Agreement). Consultant represents and warrants that it is unaware of any City or Authority employee or official that has a financial interest in Consultant's business. During the Term of this Agreement and/or as a result of being awarded this Agreement, Consultant shall not offer or accept any f inancial interest in Consultant's business by any City or Authority employee or official.
16.0 P
ayee Registration Form . Authority shall provide a Payee Registration Form to Consultant and Consultant shall deliver a completed registration form to the Authority. Consultant acknowledges that this form is necessary for the Authority to process any payment for services hereunder.
17.0 No
n -Appropriation of Funds . Payments due and payable to Consultant for current services are within the current annual budget and within an available, unexhausted and unencumbered appropriation of Authority funds. In the event
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Authority has not appropriated sufficient funds for payment of Consultant services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year.
18.0 Compliance with Laws. Consultant agrees to perform all of its obligations under this Agreement in accordance with all applicable federal, state and local laws, rules and regulations. This obligation shall include, but is not limited to, the following requirements set forth below:
18.1 P
ermits and Licenses . Consultant, at its sole expense, shall obtain and maintain during the Term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.
18.2 A
nti -Terrorism Laws; Sanctions . The Consultant represents and warrants that:
(1) it is not a person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control, United States Department of the Treasury or in Section 1 of Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001), issued by the President of the United States of America (Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism);
(2) it does not engage in any dealings or transactions with any such persons described above; and
(3) is not otherwise blocked, subject to sanctions under or engaged in any activity in violation of other United States economic sanctions, including but not limited to, Trading with the Enemy Act, the International Emergency Economic Powers Act, Accountability and Divestment Act or any other similar law or regulation with respect to any country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any en abling legislation or executive order relating to any of the foregoing.
19.0 Meet and Confer. The Parties agree to meet and confer concerning all claims, disputes or other matters in question between the Parties arising out of or relating to this Agreement or breach thereof prior to the institution of any litigation.
20.0 W
aiver; Remedies Cumulative . Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not
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constitute a waiver of such Party's right to demand strict performance by such other Party in the future. No waiver by a Party of a default or breach of the other Party shall be effective or binding upon such Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy.
21.0 Integrated Agreement; Construction. This Agreement, including any exhibit, schedule or addendum attached hereto, supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services hereunder, and contains all of the covenants and agreements between the Parties with respect to said services. The provisions of this Agreement shall be construed as a whole according to its common meaning of purposes of providing a public benefit and not strictly for or against any Party. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreement.
In the event an inconsistency arises between any attachments (including any exhibit, schedule or addendum) and any term of this Agreement, the terms of this Agreement shall prevail. This Agreement shall bind and inure to the benefit of the Parties to this Agreement and any subsequent permitted successors and assigns.
22.0 A
mendment; Modification . This Agreement may only be amended or otherwise modified upon written mutual agreement of each of the authorized representatives of the Parties.
23.0 A
ssignment . This Agreement is personal to the Consul tant and may not be assigned without the prior written approval of the Designated Official.
Notwithstanding the foregoing, any assignment in violation of this Section by the Consultant is voidable in the Authority’s sole discretion. The Authority is entering into this Agreement as the designated operator of the City’s paid parking program. This Agreement may be assigned at any time to the City, with or without the Consultant’s approval. If the Authority ceases to be the City’s paid parking program operator, or if the Authority ceases to exist under the laws of the State of California or otherwise, this Agreement shall automatically be assigned to the City, with or without the Consultant’s approval.
24.0 Use of the Term “Authority.” Reference to “Authority” in this Agreement includes the Authority Executive Director or any other authorized representative acting on behalf of Authority.
25.0 Severability. If any part, term, or provision of this Agreement shall be held illegal,
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unenforceable, or in conflict with any law of a federal, state, or local governmental entity having jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be affected by such holding.
26.0 Execution Counterparts. This Agreement may be executed in counterparts and each such duplicate counterpart shall constitute an original, any one of which may be used for any purpose without the production of its duplicate counterpart.
Moreover, each counterpart shall be deemed for all purposes to be an original, and all such counterparts together shall constitute one and the same instrument, binding on all Parties hereto. Transmission by facsimile, electronic mail, and/or other validated instantaneous electronic transmission to one Party of a true copy of a counterpart duly executed by the other Party shall constitute valid delivery of such counterpart, and shall be valid, binding and effective for all purposes. Notwithstanding the foregoing, the authority under this Section to execute this Agreement with an electronic signature shall be limited to a physical (“wet ink”) signature placed on a counterpart to this Agreement by a Party, and transmitted electronically as described in this Section to the other Party.
27.0 G
overning Law . The terms of this Agreement shall be interpreted according to the laws of the State of California. The Parties agree and consent to the jurisdiction of the state and federal courts of competent jurisdiction exclusively in the County of Los Angeles, California.
28.0 S
urvival . The provisions of Sections 8, 9, 10 and 12.0, shall survive for a period of four years following the termination or expiration of this Agreement, whichever is later.
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29.0 Notices. Any written notice required by this Agreement shall be given by depositing such notice in the United States mail, postage prepaid or by personal delivery, and addressed as follows:
TO A UTHORITY :
The Parking Authority of the City of Burbank
Community Development Department
Attention: David Kriske
150 N. Third Street, 2
nd Floor
Burbank, CA 91502
[email protected]
With a copy to:
The Parking Authority of the City of Burbank
Community Development Department
Attention: Patrick Prescott
150 N. Third Street, 2
nd Floor
Burbank, CA 91502
[email protected]
TO CONSULTANT:
LAZ Parking California, LLC
Attention: Conrad Midolo, Regional Vice President
1200 Wilshire Blvd., Suite 100B, Los Angeles, CA 90017
Ph.: 310-446-7925 x7613
Email: [email protected]
All notices shall be effective upon deposit in the mail, as specified above, or personal delivery.
Either Party may change the specified person or address at which it is to receive notices by so advising the other Party in writing.
30.0 Safety Requirement. To the extent that Consultant performs any work on premises owned or leased by the Authority or the City, the Consultant agrees that it shall comply with this Section. All work under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL-OSHA. The Authority reserves the right to issue restraint or cease and desist orders to the Consultant when unsafe or harmful acts are
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observed or reported relative to the performance of the work under this Agreement.
The Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Any hazardous condition noted by the Consultant, which is not the result of his operations, should immediately be reported to the Authority Project Manager.
31.0 Copyright. In the event Consultant creates an original work product as part of the Scope of Services (“work product”), Consultant agrees that work product is a work made for hire. Consultant acknowledges that he/she received consideration for this work product and has no copyright interest in any of the work product, or in any copyright related to the work product. For example work product may involve:
illustrations and graphic design services, digital and print branding services, photographs, Meta Tags, text, photographs whether edited or not, and other graphic images, appearing on the web sites or other applicable medium, domain names, log-in credentials for social media and other on- line electronic platforms.
Further, if this Agreement is found by any court or other jurisdiction to not be a work-for–hire as defined in 17 U.S.C. 101, then Consultant hereby transfers any and all interest of the copyright(s) in the work product to Authority . This transfer and assignment are irrevocable and in perpetuity.
Further, Consultant represents and warrants: 1) that all work product shall be original and not subject to any other ownership claims by third parties, and 2) if applicable, that consent by individuals depicted in any work product have been obtained and written releases will be delivered to Authority prior to the completion of the Scope of Services. Consultant indemnifies and defends Authority as to any damages arising out of or relating to a breach of this warranty and representation.
If applicable, Consultant agrees to provide all log- in credentials for social media and other on- line electronic platforms to Authority within ten (10) days of establishing same, which shall allow Authority at any time with the ability to access, utilize and maintain the social media account or electronic on- line platform, should Authority choose to do so. In any event, upon the conclusion of Consultant’s services, Consultant shall no longer utilize any log- in credentials or electronic on-line platforms.
32.0 Prevailing Wages. To the extent that the Consultant performs any work described in California Labor Code Section 1720(a)(1), including, but not limited to, inspection and land surveying work Consultant agrees that it shall comply with this Section. The Consultant, and any subcontractor or subconsultant working on behalf of the Consultant with respect to this Agreement, is required to pay not less than the established prevailing rates of wages to all workers employed in the execution of this Agreement, and Consultant shall comply with all other requirements applicable to Public Works Construction as specified in the California Labor Code and/or Davis Bacon Act, if federal money is funding any part of this Agreement. Furthermore,
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Consultant must register as a public works contractor with the California Department of Industrial Relations, if the compensation under this Agreement is greater than $25,000.
[Signature Page on the Following Page]
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In recognition of the obligations stated in this Agreement, the Parties have executed this Agreement on the date indicated above.
"CONSULTANT"
LAZ Parking California, LLC
"AUTHORITY"
Parking Authority of the City of Burbank ,
California
Signature Signature
Justin Hess
Name (Please Print) Name (Please Print)
Executive Director
Title Title
If Consultant is a corporation or LLC, a
second signature is required:
ATTEST:
Office of the City Clerk
Signature
Name (Please Print)
Title Kimberley Clark, City Clerk
Approved as to Form
Burbank City Attorney’s Office
By:
Signature
Lisa Kurihara
Name (Please Print)
Senior Assistant City Attorney
Title
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EXHIBIT A
SCOPE OF SERVICES
Consultant shall work in partnership with the Authority to perform parking operator duties for public on-street paid parking system in Downtown Burbank in a safe and cost-efficient manner subject to the terms and conditions specified in these scope of services . This scope of services is to be used as a general guide and is not intended to be a complete list of all necessary work to manage the related parking program. The Authority will provide specific direction to Consultant on implementation, operation, and maintenance requirements according to any parking programs established by the City of Burbank, for which the Authority is delegated responsibility by the City to manage.
The public on- street paid parking system consists of approximately 145 on -street, curb parking spaces located in Downtown Burbank within the area shown in Figure 1, and is bound by the following streets:
1. San Fernando Boulevard between Angeleno Avenue and Magnolia Boulevard
2. Olive Avenue between Third Street and First Street
3. Orange Grove Avenue between Third Street and First Street
4. Palm Avenue between Third Street and San Fernando Boulevard
5. Magnolia Boulevard between Third Street and First Street
6. Parking System Removal
Figure 1 – Paid Parking System Boundaries
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The Paid parking system consists of parking hardware, software, signage, and administration necessary to implement public paid on- street parking whereby members of the public who park in the parking system area above are required to submit payment and a vehicle license plate number to park via on-street kiosks located within the parking system, and to provide an interface necessary to integrate with an online, mobile payment system provided by a separate vendor to allow payments to be made online, by phone, or by text message.
Consultant shall provide the following elements of the parking system in accordance with the Tasks outlined in this Scope of Services:
1. Procure, install, operate, and maintain Authority’s fixed, solar-powered, network connected parking kiosks produced by T2 Systems within the parking area generally depicted in Figure 1. Kiosks (also referred to as “pay stations”) will be owned by the Authority. Kiosks will include prominent identification to indicate to parkers where to pay.
2. Provide required software platform to collect payments and license plate numbers from patrons, implement parking hours of operation, parking time limits, parking rates, collect and track fees, provide usage statistics, perform revenue accounting, and deposit parking revenue to the Authority.
3. Kiosks and software platform shall be capable of automatically adjusting operations to accommodate changes to the parking rates, time limits, and hours of operation, upon Authority’s direction to implement such changes.
4. Provide personnel necessary to provide kiosk operations and maintenance, revenue collection, repairs, and software administration.
5. Provide an interface between the paid parking system (software) and the Authority’s chosen mobile parking vendor to allow parkers the ability to pay for parking online.
6. Provide an interface between the paid parking system (software) and the City’s parking enforcement and citation system so that violations of the paid parking system can be cited. This involves implementing the City’s paid parking overstay and failure to pay regulations.
7. Providing customer service to the public via telephone to assist with operation of the public parking system.
8. Remove the public parking system and restore any site conditions necessary to return the City’s and/or Authority’s infrastructure to the condition it was in prior to the start of Consultant’s services, if desired by the City and/or Authority at the end of the Agreement term.
All deliverables provided under this Agreement shall be in form and substance reasonably satisfactory to Authority.
Task 1: Comprehensive Management and Maintenance Plan
Consultant shall perform the following duties:
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1. Provide the highest level of ethical, courteous, safe and efficient parking services in a professional manner while observing all written rules and regulations concerning work assignments.
2. Collect all parking meter revenues, daily or as otherwise directed by the Authority.
All parking revenues shall be accounted for through written or electronic records, and deposited into the Authority’s bank account within 30 days of collection.
3. Install, uninstall, operate, manage, and maintain kiosks, software, and any other element of the Authority’s pay stations described in this Scope of Services. The Authority owns and will retain ownership of all equipment.
4. Maintain installed pay station kiosks in good working condition. Good working condition is defined as repairing/replacing any defective pay station components within a reasonable time. Repairing will take approximately 48 hours.
5. Respond to and resolve all trouble calls reported by equipment, City or Authority staff or parking customers withing twenty-four (24) hours of the reported issue.
6. Vehicle used for collection shall be equipped with GPS vehicle tracking.
7. Provide an approved policy and procedure manual for customer service and pay station maintenance which shall be approved by the Authority.
8. Maintain clean pay stations, including readable screens, functioning solar panels, working keypads, and functioning credit card readers.
9. Run daily maintenance reports through pay station's online monitoring system and address any alerts within twenty-four (24) hours.
10. Run pay station maintenance current alerts report on a daily basis to check all alerts including but not limited to no communication, coin acceptor jams, and credit card reader status. The response time for these alerts will be no more than twenty- four (24) hours, but preferably within the same day. A maintenance log shall be provided monthly to the Authority.
11. Provide a schedule of regular maintenance on pay stations to the Authority on a monthly basis.
12. Provide a monthly report to Authority documenting all pay stations cleaned, repaired, parts installed and removed.
13. Service pay stations within twenty-four (24) hours of knowledge of faulty readings or mechanical problems.
14. Keep a log of complaints and pay station malfunctions. The log will note the date, pay station number, location, problem, name of person calling, nature of the problem, date issue was corrected, resolution of reported issue, and initials of the person who made the correction.
15. Maintain parking kiosks in good condition, free from graffiti, stickers and immediately notify Authority of the need to replace faded or vandalized parking signs within 48 hours of the observed issue.
16. Maintain a log of every time the pay station maintenance door and collection doors are opened. Log must detail person who opened door, purpose of opening door and date door was opened. Provide the highest level of ethical, courteous, safe and efficient parking services in a professional manner, including sufficient staff to provide customer service.
17. Provide a staff person to answer complaints and provide customer service to
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members of the public, from 8:00 a.m. to 5:00 p.m., seven days per week.
18. Provide accurate and timely reports detailing daily, monthly, and annual revenues collected within each parking zone.
19. Provide real-time monitoring of collection and maintenance staff as well as vehicles used in the performance of this Agreement.
20. Track number of unique parking transactions by parking location or zone on a daily, monthly and annual basis.
21. Notify the Authority in writing within twenty-four (24) hours of any lost, stolen, unaccounted for or damaged equipment or revenues.
22. Remove, transport, store and reinstall pay stations if damaged or if requested by the Authority, at no additional cost.
23. If replacement kiosks are required due to damage, vandalism, or theft, Consultant shall manage removal, procurement, and reinstallation.
24. Purchase any new equipment upon agreement by Authority. Extend any trade discounts to the Authority, and which costs shall be considered a pass-through expense.
25. Change pay station batteries, coin validators, card readers, lens covers, and any other meter or pay station parts as necessary.
26. Recharge pay station batteries.
27. Replace pay station parts and mechanisms.
28. Ship parts and mechanisms to manufacturer for repairs and receive and store repaired parts and units.
29. Replace or repair pay stations housings, doors, locks and any other related hardware as necessary.
Task 2: Fee and Revenue Collection Management
Consultant shall perform the following duties:
1. Perform all counting operations under camera surveillance. The Authority shall have access to live view of such surveillance. The consultant will keep an electronic copy of all recordings for a minimum of ninety (90) days. These recordings shall be made available to the Authority within one business day of the Authority’s request.
2. Ensure collectors, crew leaders, and/or supervisors never carry tools of any kind when performing duties. Knives, scissors, and wire cutters are included in the definition of tools.
3. Ensure all pay stations are equipped with an adequate amount of receipt paper at all times. Pay stations and solar panels shall be wiped clean from any debris whenever revenue is collected from the machine.
4. Ensure pay station coin canisters shall not be used as storage for anything other than coin/currency deposited in the pay stations.
5. Replace damaged or stolen pay station equipment while performing revenue collection services. Replacement costs shall be paid for by the Authority at actual cost, unless such damage or loss is due to Consultant’s own willful misconduct, recklessness, or negligence. Consultant shall immediately notify Authority of the need for replacement and the related cost. Authority may choose to replace such
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equipment if available funding exists, or defer replacement to a later date and temporarily suspend operation of the pay station, in Authority’s sole discretion. If approved by Authority, replacement shall occur within ten (10) calendar days of the incident, and may be extended upon notice to the Authority but no longer than thirty (30) calendar days.
6. Assume responsibility for maintaining, repairing, and caring for equipment issued by the Authority for the performance of Consultant’s duties. A coin and currency counter will be provided by the Authority, and will be maintained in good operational condition including calibration testing and maintenance at Consultant’s expense, subject to such cost being a pass-through expense. The Consultant shall maintain a complete and orderly inventory list of all equipment provided by the Authority, as well as a record of all maintenance performed on such equipment. All equipment issued by the Authority is subject to inspection at any time without notice.
7. Collect pay station revenue on routes and schedules that are jointly established by Consultant and Authority. Consultant shall develop and submit a parking revenue collection plan and maps to the Authority for review and approval. The schedule will ensure that no pay station cash or coin box is filled above eighty-five (85%) percent of its capacity by volume and collections are on a consistent, but varied schedule.
8. Perform pay station collections, Monday through Friday. Weekend collections as needed determined by the 85% capacity rule. The Authority reserves the right to require the Consultant to collect from Authority pay stations on Authority-observed holidays and weekend, if necessary. Authority-observed holidays include all City- observed holidays.
9. Collect every pay station at least once every week.
10. Ensure all collectors are aware and knowledgeable of the routes assigned for collection and that the collectors collect the route in sequence and completely.
Each collector shall collect from all pay stations on each daily assigned route and zone, and must not be allowed to cross zones.
11. Program collection keys will only open pay stations on current day’s assigned collection routes. Collection keys may not be programmed by collectors.
12. Ensure pay station coin boxes are only opened in the counting facility.
13. Ensure when open collection system pay stations are collected, or any time coin is otherwise exposed, a minimum of two persons shall be present. Collection crew shall consist of one crew leader and one collector. The Consultant shall create a varied collection schedule so that the collection crew is not collecting the same zones at the same times on the same day. Supervisor will inform collectors of their assigned routes the day before the morning of their shift.
14. Ensure only one pay station is opened at a time. The Consultant will ensure that collection crew leader maintains logs of which cash boxes were inserted and collected from which pay station. The control log shall, at a minimum, contain the following information:
a. Collection date
b. Collection time
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c. Pay station location ID
d. Collected cash box ID
e. Empty cash box ID
f. Collection route
g. Collector’s name and signature
h. Crew leader’s name and signature
15. Transport all coin collected in the enclosed and secured collection vehicle only.
16. Deliver collected pay station revenue the same day they are collected to the office/collection space in enough time to allow for coin counting and armored car pick-up of proceeds within the same day.
17. Ensure Supervisor or designee is present and monitors the opening of locked coin boxes, counting, and sorting coins collected. Random supervision by Authority employees may occur. All coins collected will be counted by denominations and zone using a coin-sorting machine. The coin sorter software will record the coin denomination totals in the computer memory. A paper copy of the transaction shall be retained as a backup to the electronic records.
18. Bag all counted coin and currency, and deposit slip in a securely sealed, tamper proof, bank deposit bag. Daily collection will be logged in a legible manner, one log per deposit bag. The minimum information to be logged is:
a. Location/Zone;
b. Cash amount collected per zone;
c. Coin amount by denomination per zone;
d. Difference/ Variance;
e. Total deposit;
f. Deposit bag serial number(s);
g. Printed names of supervisor and collector processing the funds; and h. Collector name printed.
19. Maintain copies of all bank deposit slips with deposit bag serial number written on it.
20. Log daily armored car pickups with the following minimum information:
a. Log Deposit bag by unique serial numbers placed in safe to be collected; b. Date collected
c. Vault Location/Destination
d. Collector printed name, signature and date;
e. Armored car driver printed name, signature and date; and f. Management printed name, signature and date.
21. Provide accurate and timely monthly reports to Authority detailing revenues collected by parking zone, including mobile payments and pre-paid revenues.
Reports will be submitted by the eight (8
th) day of the following month.
22. Refunding the Authority for any cash/coin deposit bank shortage in excess of $5.
The Authority has the discretion to either deduct from the base payment or invoice Consultant.
23. Explain to Authority monthly when a delay in armored car pickups occurs, or if overtime charges are incurred describing any conditions it alleges will excuse its performance; Federal holidays excluded.
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Task 3: Office/Operations Administration
1. Maintain office space within the City of Burbank’s physical boundaries that will serve as an office for Consultant’s staff and be open to the public during mutually approved business hours. At least one person from Consultant’s staff will be available to the public at all times.
2. Answer the phone on-call for seven (7) days per week. All calls should be answered within four (4) rings. After hours and holiday calls will roll over to the manager, supervisor’s phone, or call center.
3. Provide smartphones to Consultant’s staff, at a minimum, one (1) phone per collector, supervisor, maintenance lead and manager. The phone must have a GPS receiver and support software allowing the Authority to track and recover the device as needed.
4. Change procedures as necessary to conform to revisions in state law, the Burbank Municipal Code, City ordinances/resolutions, parking regulations, policies or initiatives, or as otherwise directed by the Authority.
5. Consult with the Authority, as requested, regarding the Project.
6. Assist in maintaining and expanding the Project, if desired by the Authority, including working with businesses, neighborhood groups, and other organizations as needed.
7. Remain knowledgeable on emerging developments in the parking technology field and make recommendations to the Authority to increase operational efficiencies.
Maximize revenues and reduce costs.
8. Safeguard and maintain current inventory of records and provide an accounting of all equipment, materials and supplies.
9. Safeguard vehicles, equipment, and materials against Consultant employee negligence, theft, and vandalism.
10. Purchase all materials necessary to carry out all operational functions. These include, but are not limited to, uniforms, office equipment and supplies.
Task 4: Personnel Administration and Customer Service
Consultant shall perform the following duties:
1. Demonstrate high ethical stands of conduct and observe all written rules and regulations concerning work assignments.
2. Ensure someone is on duty daily, including weekends and Authority-observed holidays.
3. Maintain smart phone/radio contact at all times with supervisors and field personnel to ensure appropriate oversight of parking management and customer service activities.
4. Ensure that all customer service, pay station maintenance, and revenue collection personnel wear Authority-approved uniforms and are properly groomed while on duty. The uniform must display an approved insignia that clearly identifies the wearer as being responsible for managing parking facilities or servicing parking equipment.
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5. Employ persons who are fully trained, competent and qualified with the skills and experience necessary to provide the services during the term of this Agreement.
6. Hire, train, and supervise its staff members. Consultant staff members employed by the Consultant and assigned to provide parking services are employees of the Consultant and shall not be considered employees of the Authority for any purpose. Authority shall have the right to request Consultant re-assign staff members who interact with members of the public, in the Authority’s sole discretion. Upon request by Authority, Consultant shall immediately reassign the existing staff member with a new staff member.
7. Assure that its employees shall serve the public in a courteous, helpful and impartial manner. Correction of any inappropriate behavior or language shall be the responsibility of the Consultant.
8. Respond to any public complaint within twenty-four (24) hours after receipt of the complaint. In the event a report is received alleging an employee of the Consultant was discourteous, belligerent, profane or in any way intimidating, either physically or verbally, Consultant will submit a written report to the Authority’s Project Manager within three (3) days of the Consultant’s receipt of the report, outlining the complete details of the incident. The report shall include the nature of the incident, time, date, location, name, address, and telephone number of the person making the allegation. The report will also include the name and title of the employee and the nature of the disciplinary action taken, if any.
9. Take adequate steps to ensure the safety and security of all personnel and property. Consultant shall provide all training and employ all responsible safety precautions and devices in connection with providing the services. Consultant shall supply all employees deployed in the field with the telephone number of the City of Burbank Police Department.
Customer Service
1. Respond in accordance with the Authority’s principals on customer service to public inquiries. Consultant shall provide a high level of customer service by employing friendly, helpful, customer-oriented personnel.
2. Assist the Authority in its efforts to inform the public about the Project, including, but not limited to, attending meetings of the City Council, Chamber of Commerce, Business Improvement Districts, and more.
3. Keep an accurate record of all citizens’ complaints, their resolutions, and the action taken to contact the complainant. All such records shall be submitted to the Project Administrator monthly and retained during the terms of this Agreement.
4. Process credit card refunds and parking overpayments and disputed transactions for pay stations and maintain documentation supporting the refund.
5. Direct persons to the Authority’s appeal requirements.
Task 5: Implementation Plan
Upon commencement of this Agreement, Consultant shall perform the following plan initiation duties necessary to implement the parking management plan:
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1. Assemble the project team, including representatives from LAZ Parking, Authority, and technology vendors.
2. Refine definition of project objectives, scope, and deliverables with the Authority’s approval in accordance with this Scope of Services.
3. Set up communication channels and establish regular meeting schedules.
4. Review existing parking conditions and gather data on current parking usage.
5. Confirm areas for the paid parking program based on Authority’s direction.
6. Develop a detailed project timeline with key milestones, subject to approval by Authority’s Project Manager.
7. Identify and allocate resources (personnel, equipment, budget).
8. Create a risk management plan.
9. Identify key stakeholders (residents, business owners, local organizations).
10. Conduct initial meetings to gather feedback and address concerns.
11. Finalize the overall design of the paid parking program, including meter locations, pricing structures, and operational hours, in coordination with the Authority.
12. Develop a detailed layout and zoning plan for the parking meters.
13. Issue a Purchase Order for parking meters and associated technology.
14. Evaluate T2 shipment and delivery plan for parking meters and initial system set up.
15. Finalize subcontract with T2 Systems and other vendors.
16. Place orders for meter van, telecom, coin sorter and other necessary equipment on behalf of the Authority. The Authority owns all equipment purchased.
17. Authority to secure any necessary permits and regulatory approvals from appropriate Authority or City departments.
18. Mark and prepare installation sites for parking meters.
19. Work with the Authority and the City to conduct any required infrastructure modifications.
20. Begin configuring parking meter software and payment systems.
21. Set up data integration between parking meters and backend systems, including City or Authority’s enforcement and citation system, as directed by the Authority.
22. Train LAZ Parking staff on the new system, including operation and maintenance.
23. Prepare training materials and documentation.
24. Assist the Authority in launching a communication plan to inform the public about the upcoming changes (flyers, social media, local news).
25. Begin installation of parking meters according to the planned layout.
26. Ensure pay stations are correctly positioned and operational.
27. Integrate parking meters with payment systems and backend software.
28. Test system connectivity and functionality.
29. Conduct thorough testing of parking meters, payment systems, and backend integration, including overall functionality and security.
30. Address any issues or malfunctions identified during testing.
31. Make any necessary adjustments based on testing feedback and initial observations.
32. Perform final inspections of all installed parking meters and infrastructure.
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33. Verify compliance with all regulations and standards.
34. Continue public awareness efforts, including detailed guides on how to use the new meters and information about enforcement.
35. Implement a soft launch to allow for final troubleshooting and adjustments.
36. Monitor system performance and gather initial user feedback.
37. Officially launch the paid parking program.
38. Ensure all support systems are fully operational and available.
39. Provide on-site support to address any immediate issues and to assist members of the public to use the new parking system.
40. Monitor system performance and user feedback continuously.
41. Evaluate the effectiveness of the paid parking program, including revenue, user satisfaction, and system performance.
42. Review feedback and data to identify areas for improvement.
43. Prepare a comprehensive final report detailing the implementation process, outcomes, and any lessons learned. The report will be delivered to the Authority within 15 days of the first full day of operation of the parking management system.
44. Present the report to the Authority, including but not limited to any City or Authority boards or commissions.
Task 6: Parking System Removal
Upon termination of this Agreement, or the termination of any optional term extensions, at the request of the Authority, Consultant shall remove the parking system and associated hardware, software, systems, and integrations.
1. Remove all parking kiosks from City streets, and restore infrastructure affected by the kiosks to the condition it existed at the beginning of this Agreement. Transport kiosk equipment to a facility as directed by the Authority.
2. Remove any software connections to the Authority’s backend parking systems, including connections to the City’s or Authority’s parking enforcement and citation system.
3. Provide a data export of all user data, information, usage data, occupancy data, and revenue data collected by the parking system in a format readable by the Authority.
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EXHIBIT B
SCHEDULE OF COMPENSATION
The total compensation (including, any reasonable costs, expenses or reimbursements) payable by the Authority to the Consultant shall not exceed the Cost of Services as set forth in Section 3.0.
To the extent that the Schedule of Compensation includes any travel, hotel or other reimbursable expenses, such expenses shall be for actual and reasonable expenses incurred in the performance of the Scope of Services.
The Consultant and the Authority agree that the Consultant shall earn its compensation according to the following method:
□ □ Time and Materials: The Authority shall pay for the services on a time-and- material basis. Consultant shall invoice the Authority for all actual hours of work performed and materials purchased in accordance with this Agreement at the following rates:
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At the request of the Authority, conduct up to 4 occupancy studies per year (study duration 320 hour). 4 times per year would cost $15,653.
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EXHIBIT C
INSURANCE REQUIREMENTS
Consultant shall procure and maintain, for the Term of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, its agents, representatives, employees or subcontractors.
A. Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Commercial General Liability : Insurance Services Office Form CG 00 01 covering commercial general liability insurance (“ CGL”) on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be at least $2,000,000.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non- owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: as required by the State of California, with statutory limits, and employer’s liability insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability or Errors and Omissions: Errors and Omissions insurance appropriate to the Consultant’s profession (“ E&O Insurance”), with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
5. Commercial Crime Insurance: Commercial crime policy which includes, without limitation, a blanket bond for all employee dishonesty in the amount of $1,000,000; coverage for theft, disappearance and destruction of monies and securities in an amount not less than $35,000; and depositor’s forgery in the amount of $250,000 . If not already included in the commercial crime policy, Consultant shall secure cash in transit insurance in an amount not less than $35,000 covering all risks of physical loss or damage to cash while in transit. To the extent Consultant hires a subconsultant to provide cash in transit services (such as armored car transit), the subconsultant shall be required to maintain a cash in transit policy.
If Consultant maintains higher limits than the minimums shown above, the Authority and
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the City requires and shall be entitled to coverage for the higher limits maintained by Consultant.
B. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The Parking Authority of the City of Burbank, California and the City of Burbank, and their respective officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s ins urance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this Agreement, the Consultant’s insurance coverage shall be primary insurance as respects the Authority and the City, and their respective officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the Authority or the City, their respective officers, officials, employees, agents, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide an endorsement that they are not subject to cancellation without thirty (30) days’ prior written notice to the Authority and the City or ten (10) days’ prior written notice for non-payment of premium.
Waiver of Subrogation
Consultant hereby grants to Authority and the City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the Authority or the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Authority or the City has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self-Insured Retentions
Any deductibles or self -insured retentions must be declared to and approved by the Authority and the City. The Authority or the City may require the Consultant to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and
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related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the Authority and the City. Such insurers shall be licensed to provide insurance under California state law.
Claims Made Policies. For the E&O Insurance Policy and any other insurance providing claims-made coverage (e.g., pollution liability insurance, if applicable):
1. The “Retroactive Date” must be shown, and must be before the Effective Date.
2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the work required under the Agreement.
3. If coverage is canceled or non -renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of three (3) years after completion of work.
Verification of Coverage
Consultant shall furnish the Authority and the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All certificates and endorsements are to be received and approved by the Authority and the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The Authority and the City reserve the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Cyber Liability Insurance
Consultant shall furnish Technology Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant’s profession, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall
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provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.