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Agreement No. 11250 (CCS)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________ (“Execution Date”), by and between the City of Santa Monica (“City”) and Steer Davies Gleave (“Steer”), 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. Steer is qualified to do business, and is doing business, in the State of California. Steer represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.
C. The City and Steer now desire to enter into an agreement for Steer 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, 2025, unless sooner terminated in accordance with Section 14.
3.1 Option to Extend. The City, in its sole and complete discretion, shall have the option to renew this agreement for up to (2) additional (1) year periods (“Extension Term”) on the same terms and conditions. The City may exercise its option by letter to the Contractor from its City Manager, and the exercise of the option shall automatically extend the term of this Agreement up through the extension period.
2. Steer Services. Steer will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Steer will complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to Steer 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 Steer.
DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB 7/23/2022
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3.4 Provide office space in a City owned or leased building that may include office furniture, or secure 3rd party office space that may include office furniture.
4. Compensation. The City will compensate Steer for the Services performed in an amount not to exceed $250,000 per year, as set forth in Exhibit B, and the total amount of compensation for the Services Rendered during the Term and Extension Terms, if any, shall not exceed $1,250,000.
5. Invoices. Steer 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, 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:
Department of Transportation - Mobility
City of Santa Monica
1685 Main St. Mail Stop 38
Santa Monica, California 90401
Attention: Colleen Stoll, TDM Program Manager
Re: Agreement No. 11250
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Agreement No. 11250
6.2 All notices, demands, requests or approvals to Steer:
Steer
45 Main Street, Suite 1036
Brooklyn, NY 11201
Attention: Alasdair Dawson, North America Director
[email protected]
Re: Agreement No. 11250
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 Steer or any of Steer’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.
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8. Integrated Agreement. 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 Steer, and approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, Steer 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 Steer or Steer’s agents, representatives, employees or subconsultants for the duration of this Agreement. Steer must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
10. Defense and Indemnification.
10.1 Indemnification. As to Steer’s Services produced under this Agreement, Steer 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 Steer, or Steer’s employees, agents, officers, and subconsultants.
Steer’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 Steer, its employees, agents or officers, or subconsultants; provided, however, that Steer’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 Steer’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Steer, if City chooses to do so.
10.2 Enforcement Costs. Steer 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 Steer 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 DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB - 4 -
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 Steer or of any general partner or joint venturer or syndicate member of Steer, if a partnership or joint venture or syndicate exists, which results in changing the control of Steer, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
12. Permits and Licenses. Steer, 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 Steer 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 Steer.
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 Steer. Upon termination of this Agreement, City will pay Steer any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. Steer 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. Steer 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. Steer 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 Steer 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. Steer 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.
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18.2 Steer must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Steer must clearly identify all records and make them readily accessible to the City. At the City’s request, Steer must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3 Steer must allow the City to have free access to Steer’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 Steer’s records, and Steer 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 Steer, Steer 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 Steer or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by Steer or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Steer without prior written approval by City.
19.2 At the City’s request, Steer must furnish reports concerning the status of the Services.
20. Standard of Care. Steer 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 Steer’s profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 If Steer proposes to have any subconsultant perform any part of the Services, Steer 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 Steer will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Steer 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. 11250 (CCS) entered into between the City of Santa Monica and Steer on^^____________________.
DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB 7/23/2022
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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 Steer agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may 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. Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification. Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).
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26. 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.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
Steer Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB 7/22/2022
City Attorney
DOUGLAS SLOAN
7/22/2022
Alasdair Dawson
Steer Davies & Gleave Inc.
Regional DIrector
David White
City Manager
7/25/2022 7/23/2022
Denise Anderson-Warren
City Clerk
Exhibit A
Scope of Services
The TMO is a representative membership organization of employers, residents, and other stakeholders that work in collaboration with the City to achieve the mobility goals set forth in the LUCE, Housing Element Update, and other community plans by coordinating and marketing travel options and incentive programs aimed at increasing the use of transit, carpooling, vanpooling, bicycling, walking, telecommuting and alternative work week schedules to employers, employees, visitors and Santa Monica residents. Consultant will continue maintaining the TMO programming and membership, while also adapting to the changing needs of employer, developer, and residential TDM. Additional services may be added to the Scope if additional funding sources are secured and/or added as a fee-for-service feature. The Consultant will be required to provide a minimum of forty (40) hours a week serving the Santa Monica community promoting the TMO services, meeting with stakeholders, administering Core Services and holding events in-person as needed. It is expected that the Consultant will complete the necessary tasks from the scope of work and/or others needed to achieve the project objectives of a fifty (50) percent employee single occupancy vehicle mode share by the end of the contract terms, and an agreed upon resident mode share goal to be determined during the contract period.
1. Advisory Committee Meetings –annual, on-going core service The Consultant will conduct approximately six to twelve meetings per year with the Advisory Committee and City staff. The Consultant will identify topics, meeting agenda and supporting materials.
2. Develop & Deploy TMO Work Plan –updated annually
Develop TMO operating procedures, TDM programs, implementation plan, timeline and detailed annual budget based on feedback from employer and stakeholder interviews, the Advisory Committee and City Staff. Work plan should be updated annually in response to changes in transportation behaviors, local economy, and environmental conditions. It is anticipated that the work plan will include TDM programs serving employees, residents, and visitors such as, but not limited to:
a. Information resources for Transportation and TDM Services (bike, walk, transit, ridesharing, car share, bike share, shuttles, telecommuting, etc.) b. Promotions and events to encourage non-SOV travel
c. Regional TMO coordination to expand the reach of existing TDM programs d. Promotion of existing mobility programs for low-income customers Update work plan annually in consultation with City staff based on evaluation of program metrics and effectiveness.
3. Develop a Marketing Plan –updated annually
DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB The Consultant will develop and implement a comprehensive strategic marketing plan that advances TMO goals and programs. The plan should identify target audiences, key messages and outreach methods that include online and social media activities, community events, print media activities and others. The plan will include a timeline for implementation.
4. Communications/Public Information and Multi-Channel Marketing TMO Brand –on-going core service: The Consultant will maintain brand and related elements for TMO communications. The TMO brand and collateral will serve as the visual identity of the TMO in print, on the City’s website and on social media. •Website: The consultant will maintain and update content on santamonica.gov/GoSaMo and other related City-hosted webpages in alignment with marketing plan, new business opportunities, and page-level web analytics. •Social Media (TMO-and City of Santa Monica-owned accounts): The Consultant will produce and schedule relevant content for GoSaMo-owned and City of Santa Monicaowned social media accounts in coordination with City staff. •ETC newsletters: Bimonthly and as needed.
•Emerging social media and public information platforms: The Consultant will create compelling digital and social media content in support of the TMO’s mobility efforts.
TMO Tool Kit –updated annually (digital and print): The Consultant will create a TMO Tool Kit that will include a presentation, FAQs, fact sheet and other multichannel materials that communicate the goals, services and benefits of the TMO to employers, employees, residents and developers. Update marketing plan annually in consultation with City staff based on program needs and an evaluation of the effectiveness of prior year efforts.
5. Hold TDM Events –annual on-going core service
The Consultant will participate in at least twelve (12) events annually. These events may be in the form of educational workshops, promotional events or rideshare fair type events designed to promote the TMO, increase visibility in the community, and increase membership and participation. The Consultant will also participate in City sponsored events, as appropriate. The TMO will also organize the annual GoSaMo Achievement Awards.
6. Attend Community Meetings –annual on-going core service The City may request that the Consultant represent the TMO at various communitybased meetings and events in the City as well as other events or meetings in the Los Angeles area (neighborhood groups, Chamber of Commerce, Business Improvement Districts, Metro meetings, area TMO meetings, etc.).
7. External Business & Community Outreach-annual on-going core service DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB Coordinate transportation demand management strategies across business stakeholders, employment centers, and developments. Include established and emerging external outreach opportunities.
8. Budget –annual on-going core service
The Consultant will be required to provide monthly invoices to the City itemizing the current deliverables per the contracted scope of work to be reimbursed by the City and indicate any additional income and expense related to fee-for-services items. In addition, the Consultant shall propose a funding structure for continued TMO operations, including but not limited to grants, member dues, and fee-for-service revenues.
9.Reporting –annual on-going core service
The Consultant, with direction from City Staff, will be required to provide monthly status updates to the City and an annual report highlighting the budget, services provided by the organization, participation levels, the outcomes related to the organization’s efforts, and the progress made towards reaching the City’s mobility goals.
10.Administer Grants –as-needed service
The Consultant may assist in the administration of TDM grants that have been awarded to the City, such as in the distribution of subsidies for non-SOV commuting.
11.Provide Developer TDM Services –as-needed, fee-for-service The Consultant may develop a TDM program for Developers who join the TMO to satisfy a part of their development requirements with the City. The TMO will propose a membership fee structure and core services for residents, employees, and or visitors of specific development projects which may include TDM programs such as, but not limited to:
a. Personalized Trip Planning
b. Ride Matching
c. Transit Pass program
d. Car Share/Bike Share membership services
e. Coordinate and host private on-site rideshare events f. Annual Tenant Transportation Survey and AVR Calculations g. Develop and write a Developer TDM Plan
12. Additional Services –fee-for-service
The Consultant may write grants in coordination with the City in order to secure additional funding for program subsidies and/or TMO administration. The Consultant may also develop a fee-for-service program which will serve stakeholder DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB needs while providing the TMO with an additional source of income. Additional feefor-service items may include but are not limited to:
a. Employee Transportation Coordinator training
b. Annual Emission Reduction Plan submission
c. Administration of on-site TDM programs at local employers d. Grant Administration
e. Grant Writing
DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB Exhibit B
Budget
Steer’s total fee for the work described in Exhibit A for Tasks 1-9 is not to exceed $250,000 per years. Steer will provide approximately 50 hours of time per week across the core project, consultant, and subconsultant teams. This fee includes all anticipated staff time and direct costs.
Steer provides below in Table F.1 a schedule of fully loaded hourly rates per staff member for the first contract year. Core project team rates are provided at a discount because of the longterm nature of the work and to provide the best value to the City of Santa Monica. Steer plans for a cost of living rate increase of 2-3% annually to account for changes in staff and corporate costs. Steer will work with the City to identify efficiencies, potential work city staff may cover, or grant opportunities to ensure sufficient staff time is available to carry out essential duties and meet the minimum of 40 hours per week of staff time.
Inclusive of any annual cost of living rate increases, Steer will continue to provide the services outlined in Exhibit A in an amount not to exceed $250,000 per year and $1,250,000 for the initial three-year term of the contract and two additional one-year extensions.
Table F.1: Hourly Fee Schedule for Proposed Personnel
Staff member Staff Grade Hourly Fee
Schedule
Core Project Team
Geoff England Associate /
Interim Executive Director
$185.00
Parama Ghosh Roy Senior Consultant / Program
Manager
$105.00
Hank Kaplan Consultant / Communications
Coordinator
$125.00
Jayro Queme Assistant Consultant / Outreach
Coordinator
$110.00
Erika Kulpa Consultant / Graphic Design
Lead
$125.00
Core Team Support Intern $36.00
Core Team Support Assistant Consultant $110.00
DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB Core Team Support Consultant $120.00
Core Team Support Senior Consultant $130.00
Core Team Support Principal Consultant $145.00
Consultant Support
Lucile Kellis Associate $230.00
David Laurens Vallejo Principal Consultant $165.00
Kate Bridges Principal Consultant $165.00
Additional Project Support Intern $50.00
Additional Project Support Assistant Consultant $120.00 Additional Project Support Consultant $130.00
Additional Project Support Senior Consultant $145.00
Additional Project Support Principal Consultant $165.00 Subconsultant Support
Beth Karlin (See Change) Principal $250.00
Hale Forster (See Change) Director $200.00
Daniel Chapman (See Change) Director $200.00
Phillip Ehret (See Change) Research Scientist $170.00
Cynthia Rose (SM Spoke) Director $185.00
Table F.2 shows the percentage of the scope of work to be carried out by each team member.
Table F.2: Cost proposal breakdown including percentage of scope by personnel Pay Classification Applicable Staff
Percentage
of Scope
Associate Geoff England, Lucile Kellis 2%
DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB Principal Consultant Kate Bridges, David Laurens Vallejo 11% Senior Consultant Parama Ghosh Roy 35%
Consultant Erika Kulpa, Hank Kaplan 10%
Assistant Consultant Jayro Queme 14%
Intern Intern staff 25%
Sub Consultant
See Change Institute staff and
Santa Monica Spoke
3%
Steer will also have on-going and as needed expenses, for which we have budgeted a total of $13,000. Table F.3 outlines our expected reimbursable costs in detail.
Table F.3: Expected monthly direct costs
Expense Reoccurrence Amount/month Annual Amount
Zoom Monthly $ 14.99 $ 179.88
Batchgeo Monthly $ 15.00 $ 180.00
Adobe Pro Monthly $ 14.99 $ 179.88
Internet Monthly $ 200.00 $ 2,400.00
Utilities Monthly $ 100.00 $ 1,200.00
Advisory Team
Meeting coffee
Alternate months $ 100.00 $ 600.00
GoSaMo Achievement
Awards Lunch and
other materials
Annually N/A $ 2,000.00
Domain Renewal Annually N/A $ 30.00
Parking and Travel As needed $ 30.00 $ 360.00
Paid social media As needed $ 75.00 $ 900.00
Incentives As needed N/A $ 300.00
Food for Lunch &
Learns
As needed N/A $ 2,000.00
DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB Printing As needed N/A $ 1,000.00
Other Misc. Costs As needed N/A $ 1,670.24
Total $ 474.98 $ 13,000.00
DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB Exhibit C
Insurance Requirements and Verifications
Professional Services Agreement Insurance Requirements – Template 2 No Professional Liability Insurance Required
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 and 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 (Insurance Services Office Form CG 25 04) 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 Consultant has no owned autos, Code 8 (hired) and Code 9 (nonowned), 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).
DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB If the Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and higher limits maintained by the Contractor. 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 insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: 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. CGL 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, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, the Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 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: 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.
DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB d. Waiver of Subrogation: 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.
Self-Insured Retentions
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 retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.
Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). 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.
DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB 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.
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
# 1: 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.
DocuSign Envelope ID: A44260BE-D920-4B7D-800D-628067B6EBDB