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Contract No. 11035 (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 Vital Medical Services, LLC (“VITAL”), 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 Constitution of the State of California and the Charter of the City.
B. VITAL is qualified to do business, and is doing business, in the State of California.
VITAL represents it has the background, knowledge, experience, and expertise necessary to provide the services set forth in this Agreement.
C. The City and VITAL now desire to enter into an agreement for VITAL 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.
2. VITAL Services. VITAL shall perform all of the services (“Services”) described in Exhibit A, Scope of Services. VITAL shall complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to VITAL any existing documents, data or information within its possession and are reasonably required for VITAL’s performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly review all documents submitted by VITAL for City staff review and respond within a reasonable period of time.
4. Compensation. The City shall compensate VITAL for the Services performed and rendered to City in an amount not to exceed $2,052,000, as set forth in Exhibit B.
5. Invoices. VITAL will invoice the City for Services that it has performed under this Agreement in accordance with Exhibit B. Upon its receipt of a valid invoice from DocuSign Envelope ID: DD431CF5-D687-4CC1-998A-3B70CEBB7422 7/15/2020
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VITAL, the City shall pay to VITAL the undisputed portion of the invoice within 30 days.
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:
Santa Monica Police Department
333 Olympic Drive
Santa Monica, California 90401
Attention: Neela Patel
Re: Contract No. <11035>
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. <11035>
6.2 All notices, demands, requests or approvals to VITAL:
Vital Medical Services, LLC
700 North Brand Boulevard, Suite 220
Glendale, CA 91203
Attention: Alex G. Ghazalpour
[email protected]
Re: Contract No. <11035>
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 VITAL or any of VITAL’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 VITAL and approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, VITAL 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 VITAL or VITAL’s DocuSign Envelope ID: DD431CF5-D687-4CC1-998A-3B70CEBB7422 - 3 -
agents, representatives, employees or subconsultants for the duration of this Agreement. VITAL 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. VITAL 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 VITAL, or VITAL’s employees, agents, officers, and subconsultants. VITAL’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 VITAL, its employees, agents or officers, or subconsultants; provided, however, that VITAL’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 VITAL’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from VITAL, if City chooses to do so.
10.2 Enforcement Costs. VITAL agrees to pay for reasonable legal fees the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
11. Prohibition Against Transfers.
11.1 VITAL 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 VITAL or of any general partner or joint venturer or syndicate member of VITAL, if a partnership or joint venture or syndicate exists, which results in changing the control of VITAL, 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. VITAL, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
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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 VITAL 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 VITAL.
14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving 30 days written notice to VITAL. Upon termination of this Agreement, City will pay VITAL any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. VITAL 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. VITAL 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. VITAL 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. VITAL must maintain records in sufficient detail to allow City to fairly evaluate the Services provided to it under the Agreement. VITAL must allow City to inspect all work, data, documents, proceedings and activities related to this Agreement (“Records”). The City has the right to examine or audit the Records, and VITAL agrees to cooperate with any examination or audit of the Records. If a City audit discloses an error in the information reported by VITAL, and said error resulted in an overpayment to VITAL, VITAL agrees to refund City the amount of the overpayment.
19. Work Product; Reports.
19.1 Subject to all applicable laws and regulations, including, but not limited to the Health Insurance Portability and Accountability Act, any work product prepared or caused to be prepared by VITAL or any subconsultant for this Agreement will be the exclusive property of City, and VITAL shall provide City with copies of such work product upon request. No work product given to or prepared by VITAL or any subconsultant pursuant to this Agreement may be made available to any individual or organization by VITAL without prior written approval by City, which approval shall not be unreasonably withheld or delayed.
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19.2 At the City’s request, VITAL must furnish reports concerning the status of the Services.
20. Standard of Care. VITAL 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 VITAL’s profession currently practicing in the same locality under similar conditions.
21. Subconsultants. If VITAL proposes to have any subconsultant perform any part of the Services, VITAL must submit a request for approval in writing, describing the scope of services 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.
Notwithstanding the foregoing, the City understands and acknowledges that VITAL’s Chief Medical Officer (or other licensed professionals employed or otherwise engaged by VITAL’s Chief Medical Officer), or a professional medical corporation owned and controlled by such person, shall provide or arrange for the provision of all Services that constitute the practice of medicine, and that certain other licensed professionals, such as physician assistants and nurse practitioners may be employed or otherwise engaged by VITAL’s Chief Medical Officer or a professional medical corporation owned or controlled by such person shall not be considered “subconsultants” requiring prior written approval pursuant to this Section 21.
VITAL will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between VITAL and any subconsultant must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. 11035 (CCS) entered into between the City of Santa Monica and VITAL 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 VITAL 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 DocuSign Envelope ID: DD431CF5-D687-4CC1-998A-3B70CEBB7422 - 6 -
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 at Los Angeles, California the day and year first above written.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
#VENDOR2
By: ________________________________
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
#VENDOR
By: ________________________________
DocuSign Envelope ID: DD431CF5-D687-4CC1-998A-3B70CEBB7422 7/10/2020
Interim City Attorney
George Cardona
ARMEN VARTANIAN
7/10/2020
Managing Director
Vital Medical Services, LLC
Alex Ghazalpour
Vital Medical Services, LLC.
Chief Operating Officer
7/10/2020
7/15/2020
Lane Dilg
Interim City Manager
7/15/2020
Denise Anderson-Warren
City Clerk
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Exhibit A
Scope of Services
i. VITAL shall provide 24/7 on call services at the Santa Monica Jail Facilities (“Facilities” or “Jail Facility”) during the term of this Agreement. ii. VITAL shall provide the Services at the request of a police officer or other authorized representative of the City at the Facilities, as requested. Upon receipt of the call requesting service, VITAL personnel shall aim to arrive at the Jail Facility or requested site within the City limits, within thirty minutes. iii. Where professional medical services are required under this Agreement, such services shall be provided by appropriate and licensed medical professionals engaged by VITAL.
iv. Licensed medical professionals engaged by VITAL shall provide the following Services upon City’s request:
a. Perform pre-booking and medical screening evaluations (“Pre-Booking and Medical Clearance Examination ‘Okay to Book’”), including with respect to mental health and any communicable diseases, on an a person who has been arrested and is in the custody of the Santa Monica Police Department (“Arrestee”) to determine if the Arrestee is healthy enough to be discharged to the Santa Monica Police Department for booking process and be placed in the Santa Monica Police Department Jail. A Santa Monica police officer or other authorized representative of the City shall always be present during all medical screening evaluations. The assessment of an Arrestee’s medical condition shall be solely determined by the appropriate medical personnel engaged by VITAL. If imaging services, comprehensive lab tests, or other procedures or services are determined necessary, VITAL shall make appropriate recommendations to the City with respect thereto and the City shall transport the Arrestee to a local hospital emergency department or other facility, as determined by the City, in accord with such recommendations. Up to fifty (50) medical screening evaluations per month are included in the Scope of Services and are not credited to future months.
b. Perform legal specimen collection, blood draws (“Evidentiary Blood Collection”), in a medically approved manner in connection with driving under the influence (DUI) investigations, DUI saturation operations, and DUI checkpoints. Up to ten (10) blood withdrawals per month are included in the Scope of Services and are not credited to future months.
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Approved Los Angeles County Sheriff’s Department Crime Laboratory and Orange County Sheriff’s Department Crime Laboratory vials shall be used for blood withdrawals. Said vials will be provided by City. v. If the VITAL medical professional believes that an Arrestee needs a more indepth procedure or test (e.g., Arrestee is presenting a head injury, a neurological condition or a cardiac condition), VITAL shall inform the City so the City may determine appropriate action to be taken including releasing an Arrestee from custody and/or transferring an Arrestee to the custody of another appropriate law enforcement agency and/or appropriate medical facility.
vi. Nasal Narcan Administration including items (a) through (i) as further detailed in the VITAL-A004 Policy:
a. Medical Director oversight for Nasal Naloxone (Narcan) administration b. Executed Standing Order
c. Nasal Naloxone (Narcan) Education
d. Nasal Naloxone (Narcan) Training – VITAL will create a comprehensive curriculum in accordance with the manufacturer's suggested training recommendation for a training course to be required for all officers who will deploy with Naloxone kits. The course will include the following:
(A) Course of instruction
(B) Demonstrations
(C) Brief competency skills and demonstrative examination e. Nasal Naloxone (Narcan) Program Oversight and Implementation f. Nasal Naloxone (Narcan) Customized Policy Implementation g. LA County EMS Agency Approval Process
h. QA and QI Reporting Requirements for LA County EMS Agency i. Use report completion for EMS Agency reporting criteria vii. At times and locations agreed to in advance, at the request of the City, VITAL will attend a majority of the Santa Monica Police Department briefings. viii. VITAL shall be responsible for providing all necessary medical and other equipment and supplies with the exception of prescription and over-thecounter medication, in order for it to provide the services described in this Exhibit A.
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Personnel and Facilities
i. Project Management – Each party shall appoint a Project Manager. The Project Managers shall meet as needed to coordinate, review, and ensure VITAL’s performance during the pilot program.
ii. Key Personnel – VITAL’s project team shall work under the direction of Alex G.
Ghazalpour, Chief Operation Officer. VITAL shall minimize changes to its key personnel who provide Services under this Agreement. The City may request key personnel changes, and the City may review and approve key personnel changes proposed by VITAL. The City will not unreasonably withhold approval of key personnel assignment and changes.
iii. VITAL shall maintain a current list with the names, titles, and qualifications of its personnel who provide services under this Agreement. At any time upon the City’s request, VITAL shall furnish that list to the Chief of Police or a designee. iv. Background Checks – At the City’s request, VITAL shall provide the City with the identifying information required to complete the “Applicant Information” section of the City provided Request for Live Scan Service form for VITAL’s personnel assigned to perform services under this Agreement. The City shall then provide VITAL with the form. VITAL shall ensure that its personnel submit the Request for Live Scan Service form to an authorized Live scan service location and comply with Live Scan requirements. The City will receive and review the Live Scan results for information that, in the City’s sole determination, may impede, hinder, frustrate, delay or affect this Agreement’s performance or increase the City’s liability, risk or exposure. The City shall notify VITAL of its personnel’s eligibility or ineligibility, VITAL shall not use or dispatch the ineligible personnel to perform Services under this Agreement. VITAL shall bear all costs associated with the submission of the Request for Live Scan Service form and related requirements. v. The City reserves the right to determine, in its sole an absolute discretion whether VITAL’s personnel are suitable to perform the Services required in this Agreement.
If the City determines that VITAL’s personnel are not suitable for any reason, the City shall notify VITAL of its determination. Upon the City’s notification to VITAL of its personnel’s non-suitability, VITAL shall thereafter not use or dispatch the non-suitable personnel to perform Services pursuant to this Agreement. vi. The City shall provide a room in its Jail Facility, for VITAL to perform medical screening evaluation Services pursuant to this Agreement. vii. VITAL shall pay for any damage to City property, facilities, and/or structures arising out of VITAL’s use, occupation, operation, or activities in, upon, under, or over any DocuSign Envelope ID: DD431CF5-D687-4CC1-998A-3B70CEBB7422 - 10 -
portion of them. City shall reimburse VITAL for any damage to VITAL’s property, facilities, and/or structures caused by the City.
viii. VITAL shall dispose of medical biohazards arising out of VITAL’s activities in an appropriate manner and as required by law.
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Exhibit B
Budget
For services to be rendered to City under Exhibit A of the Agreement (“Services”), the City will pay to VITAL as compensation a monthly fee of Thirty-Five Thousand Seven Hundred and 00/100 Dollars ($35,700.00) per month commencing the first month the Agreement is finalized. The monthly fee payments are due on the first day of the month of service.
All medical equipment and supplies needed to provide the Services will be supplied by VITAL, except for the DUI blood draw collection vials, which will be provided by the City through the County of Los Angeles. City will also reimburse VITAL for prescription and over-the-counter medications purchased to have on hand at the Jail Facility.
The price for VITAL’s services are set forth in the below pricing schedule. Charges for services in excess of the Services required by Exhibit A shall be itemized separately in monthly invoices. Other than the Services required by Exhibit A, the City shall not be obligated to purchase any additional services.
Pricing Schedule
i. Medical screening evaluations and blood withdrawal procedures are billed as follows for procedure counts in excess of the allotted amounts specified in Exhibit A:
• Six Hundred Twenty-Five and 00/100 Dollars ($625.00) per Pre-Booking and Medical Clearance Examination “Okay to Book”
• Two Hundred Ninety-Five and 00/100 Dollars ($295.00) per Evidentiary Blood Collection
ii. Services for reasonable suspicion drug and alcohol testing (“Reasonable Suspicion Drug and Alcohol Testing”) in conformity with City’s policies on an as needed basis at an additional cost of Five Hundred Ninety-Five and 00/100 Dollars ($595.00) per test.
iii. Testing services and counseling for occupational exposures to communicable diseases (“Communicable Disease Exposure Testing and Counseling”), including source testing, in conformity with City’s policies and applicable laws and regulations. VITAL’s rate for communicable disease testing (including COVID-19) is One Thousand Two Hundred and 00/100 Dollars ($1,200.00) per person tested (e.g., City police officer, City employee, Arrestee).
iv. On an “as needed” basis, and upon advance notice from the City’s Chief of Police (or his or her authorized representative), which notice is reasonable under the circumstances, provide appropriately licensed and trained medical personnel (“Medical Staff Coverage at Request of City”) at City sponsored events, emergencies at City facilities or other locations where City sponsored events or emergencies are DocuSign Envelope ID: DD431CF5-D687-4CC1-998A-3B70CEBB7422 - 12 -
occurring or with respect to which the City is otherwise engaged (collectively, the “Events”), including the provision of the appropriate level of medical services to members of the public at any such Events. Although the City may request the level of personnel it wishes VITAL to provide at any such Events, the determination of the appropriate level of personnel shall be made by appropriate medical personnel (e.g. VITAL’s Chief Medical Officer) engaged by VITAL. The fee for such service shall not exceed the hourly rate of up to One Hundred Fifty and 00/100 Dollars ($150.00) per personnel as requested by the Chief of Police. v. VITAL standby time (“Medical Staff Standby at Request of City”), at the request of the City, will be billed at an hourly rate of up to One Hundred Fifty and 00/100 Dollars ($150.00).
vi. Work performed by VITAL at Office of Traffic Safety (“OTS”) Saturation Patrols and Checkpoints will be billed separately as a fee for service at the prevailing OTS rate. This fee shall include blood withdrawals performed during a Saturation Patrol or Checkpoint event. If no such OTS rate exists or is unavailable, VITAL will bill at a rate up to One Hundred Fifty and 00/100 Dollars ($150.00) per hour. vii. A Two Hundred Ninety-Five and 00/100 Dollars ($295.00) cancellation service fee applies if services are requested by City but cancelled (“Service Cancellation”). This includes responses requested by City that are subsequently cancelled. viii. A charge of up to One Hundred Fifty and 00/100 Dollars ($150.00) per hour per VITAL representative will be billed for courtroom testimonies resulting from a request by City or a court-ordered subpoena (“Courtroom Testimony Hourly Rate”).
Time spent “on call” to potentially testify and travel to and from court will not be charged.
ix. Narcan medication must be purchased directly by City. City may also purchase VITAL’s Narcan kits, not including the medication, for a fee of Two Hundred Ninety-Five and 00/100 Dollars ($295.00) per kit.
x. Medical transport services (“Medical Transport Services”) in connection with persons who are taken into custody pursuant to Welfare and Institution Code section 5150, mental health evaluation. The fee for each medical transport to a local medical facility where the distance to such facility is ten (10) miles or less is Nine Hundred Ninety-Five and 00/100 Dollars ($995.00). Transports to facilities where the distance is greater than ten (10) miles will be billed at Ten Dollars ($10.00) each mile past the first ten (10) miles travelled (“Medical Transport Services Additional Miles”). Upon arrival the first thirty (30) minutes at the facility is included in the standard fee. If the wait time exceeds thirty (30) minutes, it will be billed at SeventyDocuSign Envelope ID: DD431CF5-D687-4CC1-998A-3B70CEBB7422 - 13 -
Five Dollars and 00/100 Dollars ($75.00) per each fifteen (15) minutes (“Medical Transport Services Wait Time”).
xi. A forced blood draw, a warrant blood draw, a “McNeely Warrant Blood Draw” (“Evidentiary Warrant Blood Collection)”, or in-field blood draw (“Evidentiary InField Blood Collection)”, without a medical clearance, will be billed at a fee of Five Hundred Ninety and 00/100 Dollars ($590.00). In-field blood draws denote when blood is drawn in the field (e.g. scene of an accident, at an address outside of the police department, etc.). If a medical clearance is required (“Evidentiary Warrant Blood Collection with Medical Clearance” or “Evidentiary In-Field Blood Collection with Medical Clearance”), the procedure will be billed at a fee of Nine Hundred Twenty and 00/100 Dollars ($920.00).
In no event shall the total amount of compensation for the term of this agreement exceed $2,052,000 as specified in section 4. When VITAL has billed 75% of the maximum cost, VITAL will provide written notice to the City expressing the fact that the city has expended 75% of the maximum cost, to alert the City that additional funding may be necessary to continue medical services under the Agreement.
VITAL will provide the City with monthly reports which detail all encounters including any such excess encounters, VITAL will also include report numbers associated for all medical clearances and blood draws to the City so that the City can easily reconcile for their accounting purposes.
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Exhibit C
Insurance Requirements and Verifications
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. 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).
3. Professional Liability: Insurance appropriate to the Consultant’s profession with limits of no less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate.
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).
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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.
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.
Claims Made Policies
1. If the Professional Liability policy provides “claims made” coverage:
a. 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 with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.
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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.
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.
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