Cities Index.
Original Agreement - Contract Number 3324

Santa Monica City Council
December 13, 2022

Document
Original Agreement - Contract Number 3324
Meeting
December 13, 2022
Body
Santa Monica City Council
Original file
983 KB
Text extracted from the city's file for reading and search. Open the original on santamonicacityca.iqm2.com. That file is the official record.

Contract No. 3324

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement"), entered into as of Nor. 13 2017 ("Execution Date"), by and between the City of Santa Monica ('City") and SA Technologies, Inc. ("SA Technologies"), is made with reference to the following:

RECITALS:

A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. SA Technologies is qualified to do business, and is doing business, in the State of California. SA Technologies represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. The City and SA Technologies now desire to enter into an agreement for SA Technologies to provide professional services to the City.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2018, unless sooner terminated in accordance with Section 14.

2. SA Technologies Services. SA Technologies will perform all of the services ("Services") described in Exhibit A, Scope of Services. SA Technologies will complete the Services in accordance with Exhibit B, Budget.

3. City Services. The City agrees to:

3.1 Make available to SA Technologies any currently existing documents, data or information required for the performance of the Services.

3.2 Designate a representative authorized to act on behalf of City.

3.3 Promptly examine and render findings on all documents submitted for staff review by SA Technologies.

4. Compensation. The City will compensate SA Technologies for the Services performed in an amount not to exceed $78,000, as set forth in Exhibit B.

5. Invoices. SA Technologies will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.

6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, - 1-
August 2017
by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:

6.1 All notices, demands, requests or approvals to the City:

Information Services Department
City of Santa Monica
1685 Main Street, Suite 105
Santa Monica, California 90401
Attention: Sreekanth Maddali
Re: Contract No. 3324
with a copy to:

Santa Monica City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 3324

6.2 All notices, demands, requests or approvals to SA Technologies:

SA Technologies
5201 Great America Pkwy, Suite #441,
Santa Clara, CA 95054
Attention: Raj Talukdar
Re: Contract No. 3324

7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.

Neither the City nor its officers or employees will have any control over the conduct of SA Technologies or any of SA Technologies's agents, employees, or subconsultants, except as otherwise provided in this Agreement.

8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.

This Agreement may be modified only by written agreement signed by City and SA Technologies, and approved as to form by the City Attorney.

9. Insurance. Prior to commencing work, SA Technologies must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by SA Technologies or SA Technologies's agents, representatives, employees or subconsultants for the duration of this Agreement. SA Technologies must obtain insurance that, at a - 2-
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minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.

10. Defense and Indemnification.

10.1 Indemnification. As to SA Technologies's Services produced under this Agreement, SA Technologies agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, "City") from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney's fees, or payments for injury to any person or property (collectively, "Losses") caused or claimed to be caused by the acts, errors and/or omissions of SA Technologies, or SA Technologies's employees, agents, officers, and subconsultants. SA Technologies's responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of SA Technologies, its employees, agents or officers, or subconsultants; provided, however, that SA Technologies's duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding SA Technologies's obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from SA Technologies, if City chooses to do so.

10.2 Enforcement Costs. SA Technologies agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.

11. Prohibition Against Transfers.

11.1 SA Technologies may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City's consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.

11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of SA Technologies or of any general partner or joint venturer or syndicate member of SA Technologies, if a partnership or joint venture or syndicate exists, which results in changing the control of SA Technologies, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation. - 3 -
August 2017

12. Permits and Licenses. SA Technologies, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.

13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.

14. Default and Termination.

14.1 If SA Technologies fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City's written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to SA Technologies.

14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days' written notice to SA Technologies. Upon termination of this Agreement, City will pay SA Technologies any compensation earned and unpaid up to the effective date of termination.

15. Compliance with Law. SA Technologies must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City.

16. Discrimination. SA Technologies may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.

17. Nuisance. SA Technologies may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

18. Records.

18.1 SA Technologies must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. SA Technologies must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

18.2 SA Technologies must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. SA Technologies must clearly identify all records and make them readily accessible to the City. At the City's request, SA Technologies must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records. - 4-
August 2017

18.3 SA Technologies must allow the City to have free access to SA Technologies's books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit SA Technologies's records, and SA Technologies agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by SA Technologies, SA Technologies agrees to pay the cost of the City's audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.

19. Work Product; Reports.

19.1 Any work product prepared or caused to be prepared by SA Technologies or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by SA Technologies or any subconsultant pursuant to this Agreement may be made available to any individual or organization by SA Technologies without prior written approval by City.

19.2 At the City's request, SA Technologies must furnish reports concerning the status of the Services.

20. Standard of Care. SA Technologies agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of SA Technologies's profession currently practicing in the same locality under similar conditions.

21. Subconsultants.

21.1 If SA Technologies proposes to have any subconsultant perform any part of the Services, SA Technologies must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant's services. The City, in its sole discretion, may grant or deny the request.

21.2 SA Technologies will be responsible for the quality of any subconsultant's work. Every subcontract or agreement of any kind entered into between SA Technologies and any subconsultant (or between any subconsultant and others) must contain the following provision:

This agreement is consistent with all terms and conditions of the Agreement No. 3324 entered into between the City of Santa Monica and SA Technologies on

22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.

23. Venue and Jurisdiction. The City and SA Technologies agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may - 5-
August 2017
only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.

24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.

25. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.

Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

CITY OF SANTA MONICA,
ATTEST: a municipal corporation
Arise Anderam Harue By: Yeti a hat

DENISE ANDERSON WARREN RICK COLE
City Clerk City Manager
APPROVED AS TO FORM:

LANE DILG
City Attorney
SA Technologies, Inc.

By: _
Name: Priyanka Joshi
President
Title:
- 6-
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Exhibit A
Scope of Services
SECTION 1: SOW- INTRODUCTION
SA Technologies Inc. would like to thank City of Santa Monica for giving an opportunity to submit the SOW for providing SQL Report Developer / Programmer Services. SA Technologies Inc. (hereby termed as "SAT") has huge experience in IT project consulting and IT staffing submitting this SOW for providing SQL Report Developer to City of Santa Monica.

After conducting personal interview of our proposed resource, we have received a confirmation from city staff that our Resource Mr. Hariharan Shanmugam is selected for SQL Report Developer role. Mr. Hariharan Shanmugam will handle all the roles and responsibilities mentioned in the RFP document.

SECTION 2: SCOPE OF WORK
Scope of work
SA Technologies understands that the City is interested in engaging an SQL report developer/programmer to assist with the implementation of the City's ERP, Tyler Munis. The selected consultant would be a key contributor inside the ERP Reporting and Analytics team by creating robust reporting solutions, which meet the business needs of the organization. The consultant would communicate with business analysts, subject matter experts from departments' business units, and counterparts in IT to complete system requirements, technical specifications and process documentation for assigned projects. The consultant would review, analyze, and evaluate the scope of the business problems presented and help identify viable technical solutions.

The initial engagement will be for 3-6 months with the option to extend at the sole discretion of the City with mutually agreed terms and conditions. The City's work schedule is 9/80 with alternate Fridays off. The selected consultant will be working onsite with the Project team; however, the City may consider partial telecommute as an option.

SAT's consultant will perform following services:
• Design, develop, modify, and implement reports using SSRS, and Power BI • Deliver accurate and timely ad-hoc extracts that support different business requirements • Communicate with business owners and project managers defining report requirements and creating effective solutions for those requirements.
• Resolve report performance issues.
• Perform data integrity and audit checks to ensure accuracy of reports. • Support and performs software life-cycle development. • Ensure standards and best practices used in development are followed and maintained • Work directly with business users in understanding the needs of the business and developing innovative, effective, and efficient SSRS reporting solutions to meet these requirements Research, review, and analyze the effectiveness and efficiency of existing reports, and develop strategies for enhancing and improving the performance of these reports Increase and enhance the developed reporting documentation effectiveness, thoroughness, and organization.

SECTION 3: LOCATION/PARKING
SAT's Selected candidate- Mr. Hariharan Shanmugam will perform all the project activities at the city's onsite location. The City may consider partial telecommute as an option.

Below is the address for delivering the services:

City of Santa Monica, Information Systems Department
Locations: 1717 4* Street, 1527 4' Street, and 1685 Main Street, Santa Monica, CA 90401.

The initial engagement will be for 3-6 months with the option to extend at the sole discretion of the City with mutually agreed terms and conditions.

Contractor Parking. The City agrees to use its best effort to provide parking access for Contractor for the purpose of supporting contractor performance of its obligations under this Agreement. Contractor acknowledges and understands that the City is under no obligation to provide parking to Contractor. The City may at the City's sole and absolute discretion reduce contractors access, change the designated parking areas, or otherwise restrict or revoke any parking privilege given by the City to Contractor under this Agreement. In addition, the City reserves the right to charge Contractor a fee, consistent with existing parking rates offered to the public, for any parking spaces provided The City will provide Hariharan Shanmugam with 1 parking pass to access the Civic Center Parking Structure and the Civic Auditorium Lot for the duration of the Project.

SECTION 5: DELIVERY SCHEDULE
Once the SAT's proposed SQL report developer/programmer- Mr. Hariharan Shanmugam allocate to the project his main work involves to assist to the Project Manager and subject matter expert. Consultant would be a key contributor inside the ERP Reporting and Analytics team by creating robust reporting solutions, which meet the business needs of the organization. The consultant would communicate with business analysts, subject matter experts from departments' business units, and counterparts in IT to complete system requirements, technical specifications and process documentation for assigned projects. Delivery milestones will be decided by the City's team.

SECTION 6: COMMERCIALS
SA Technologies is proposing SQL report developer/programmer Mr. Hariharan Shanmugam at the rate of $60/Hour.

SECTION 7: TERMS & CONDITIONS
A monthly invoice will be sent to City of Santa Monica for the hrs. worked by SAT's Consultant; and City will make the payment for such invoice within 30 days of the receipt of an invoice.

City of Santa Monica acknowledges that SAT will be providing a valuable service by identifying and assigning personnel for the Services. City of Santa Monica further acknowledges that the City of Santa Monica would receive substantial additional value, and SAT would be deprived of the benefits of its work force, if the City of Santa Monica were to directly/indirectly hire/induce SAT's personnel after they have been introduced to the City of Santa Monica by SAT. Hence, the City of Santa Monica unconditionally agrees not to offer Services/Employment/Sub-contracting to SAT project team (or any other SAT personnel directly or indirectly introduced to City of Santa Monica from SAT) directly, indirectly or through its affiliated offices anywhere, during or within twenty-four months after the termination of this agreement, unless agreed upon by both the parties of the either Company's under new set of terms and conditions. In case of any kind of offer made to SAT personnel as per above, in lieu of that, City will pay a compensation of USD 40,000 (USD Forty Thousand only) plus taxes (for one such case/ offer) immediately within 15 days of such offer, if such case happens (irrespective whether the specific SAT personnel gets on-boarded to City or not).

SAT will not be responsible for any delay in the project in situations (including but not limited to delays in needed decision on City's side for the project) where the reasons for delay are not attributable to SAT. Additional effort and cost shall be estimated for the additional time required.

SECTION 8. NON DISCLOSURE AGREEMENT
Purpose. The Parties wish to share information for their mutual benefit, in connection with which, each party may disclose to the other certain confidential, technical and business information, which the receiving party will treat as confidential.
"Confidential Information" means any information or data disclosed by either party to the other, either directly or indirectly, in writing, orally, by inspection, or by the provision of tangible objects (including, without limitation, products, documents, prototypes, samples, technology, equipment, drawings, methods, processes, sales and marketing information, designs, trade secrets, ideas, inventions, know-how, etc.). Confidential Information shall not include information that: (i) is or becomes publicly known and generally available in the public domain, through no action or disclosure by the receiving party; (ii) was previously known by the receiving party, without any obligation to hold such information in confidence; (ili) is received from a third party free to disclose such information without restriction; (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (v) is required by law, regulation or a valid court order to be disclosed by the receiving party, but only to the extent and for the purposes of such required disclosure, provided that the disclosing party is given prompt written notice prior to such disclosure and the opportunity to seek an appropriate protective order.

Non-use and Non-disclosure. Neither party shall (i) use any Confidential Information of the other for any purpose other than to perform the duties under this agreement; (ii) disclose any Confidential Information of the other to their employees, except to those employees with a "need to know" in furtherance of the purposes set forth herein; (iii) disclose any Confidential Information of the other to third parties; (iv) use the Confidential Information of the other to adversely affect or compete with the other; or (v) reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided hereunder.

Confidentiality. Each party shall take reasonable measures, not less than the degree of protection such party takes to secure its own confidentiality, to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party.

No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." EACH PARTY MAKES NO

WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed hereunder and all copies thereof in the possession of the other party shall remain the property of the disclosing party and shall be promptly destroyed or returned to the disclosing party upon such party's written request or upon termination of this Agreement.

No License. All Confidential Information shall remain the property of the disclosing party. Nothing in this Agreement is intended to grant any rights in or to the Confidential Information of the other party, except as expressly set forth herein.

No Agency Relationship. It is understood that no agency or partnership relationship is to be created between Company and SAT by this Agreement. SAT has no further obligation hereunder to transact any business with Company.

Non-Solicitation: Both the parties agree that it will not solicit any business or enter into any agreement of whatsoever nature directly or indirectly with the Client where the consultant /employees of either party have been introduced by either SAT or Company. In the event of breach of this non-solicitation, both the parties will have the right to terminate all the agreements without any notice period and the breaching party will be liable to pay for all the damages and the benefits that are derived out of such solicitation to the aggrieved party.

Survival. The obligations of the receiving party hereunder shall survive until such time as all Confidential Information of the other disclosed hereunder becomes publicly known and made generally available, through no action of the receiving party.

Remedies. Any violation or threatened violation of this Agreement will cause irreparable injury to the disclosing party, entitling such party to obtain immediate injunctive relief, in addition to all legal remedies. Receiving party shall notify disclosing party immediately upon discovery of any unauthorized use or disclosure of the disclosing party Confidential Information.

Termination. This Agreement is effective as of the Effective Date and will remain in effect until either: (i) the parties enter into a subsequent agreement that expressly supersedes this Agreement; or (ii) the parties agree in writing to terminate this Agreement.

Exhibit B
Budget
The initial engagement for Hariharan Shanmugam's services will be for 3-6 months with the option to extend at the sole discretion of the City with mutually agreed terms and conditions. The City will compensate SA Technologies for Hariharan Shanmugam's services at an hourly rate of $60/hour for the initial term of this engagement. The total not to exceed contract amount will be $78,000 ($60/hr. × 1,300 hours).

Exhibit C
Insurance Requirements and Verifications
Professional Services Agreement Insurance Requirements - With Professional Liability
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.

Minimum Scope/Limits of Insurance
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of 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 twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if the Consultant has no owned autos, Code 8 (hired) and Code 9 (non- owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers' Compensation: Workers' Compensation insurance as required by the State of California, with Statutory Limits and Employers' Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).

4. Professional Liability: Insurance appropriate to the Consultant's profession with a limit of not less than $1,000,000 each claim/$2,000,000 in the annual aggregate (see footnote #2).

If the Consultant maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.

Other Insurance Provisions

1. The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL): The City of Santa Monica, its officers, officials, employees 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 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 insurance at least as broad as Insurance Services Office Form CG 20 10 11 85.
b. Primary Coverage (CGL, Auto, and Professional Liability): For any claims related to this contract, the Consultant's insurance shall be primary as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it.
c. Notice of Cancellation (all policies): Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation (all policies): Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss.

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 City of Santa Monica 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 City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability to pay losses and 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 rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.

Claims Made Policies

1. If the Professional Liability policy provides "claims made" coverage:

The Retroactive Date must be shown, and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another "claims made policy form stil a Reconce Dd reprior cheficie ariemen are, years after completion of work.

Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required herein. All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.

Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach. Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to the Consultant, the City may deduct from sums due to the Consultant any premium costs advanced by the City for such insurance.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.

Footnotes
Workers' Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City's Workers' Compensation Coverage Exemption Declaration Form.
#2: Professional Liability insurance is required if the Consultant is providing a professional service regulated by the State (e.g., insurance agents, doctors, lawyers, architects, engineers, certified public accountants, etc.). However, some Consultants, such as software designers, claims administrators, or human resources professionals, should also carry Professional Liability insurance. Contact Risk Management for guidance.

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