Agreement No. 11547 (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 Arcadis U.S., Inc. (“Consultant”), 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. Consultant is qualified to do business, and is doing business, in the State of California. Consultant represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.
C. The City and Consultant now desire to enter into an agreement for Consultant 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, 2027, unless sooner terminated in accordance with Section 14.
2. Consultant Services. Consultant will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Consultant will complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to Consultant 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 Consultant.
4. Compensation. The City will compensate Consultant for the Services performed in an amount not to exceed EIGHT HUNDRED FORTY-FIVE THOUSAND DOLLARS AND NO CENTS ($845,000.00), as set forth in Exhibit B.
5. Invoices. Consultant 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.
DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48 4/4/2024
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:
City of Santa Monica
Water Resources Division
2500 Michigan Ave, Bldg 1
Santa Monica, California 90404
Attention: Dinaz Kureishy
Re: Agreement No. 11547 (CCS)
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. 11547 (CCS)
6.2 All notices, demands, requests or approvals to Consultant:
Arcadis U.S., Inc.
445 South Figueroa St
Suite 3650
Los Angeles, CA 90071
Attention: Greg Imamura, PE
[email protected]
Re: Agreement No. 11547 (CCS)
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 Consultant or any of Consultant’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.
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 Consultant, and approved as to form by the City Attorney.
DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48
9. Insurance. Prior to commencing work, Consultant 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 Consultant or Consultant’s agents, representatives, employees or subconsultants for the duration of this Agreement. Consultant 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 Consultant’s Services produced under this Agreement, Consultant 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 Consultant, or Consultant’s employees, agents, officers, and subconsultants. Consultant’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 Consultant, its employees, agents or officers, or subconsultants; provided, however, that Consultant’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 Consultant’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Consultant, if City chooses to do so.
10.2 Enforcement Costs. Consultant 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 Consultant 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 Consultant or of any general partner or joint venturer or syndicate member of Consultant, if a partnership or joint venture or DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48 syndicate exists, which results in changing the control of Consultant, 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. Consultant, 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 Consultant 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 Consultant.
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 Consultant. Upon termination of this Agreement, City will pay Consultant any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. Consultant 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. Consultant 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. Consultant 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 Consultant 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. Consultant 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 Consultant must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles.
Consultant must clearly identify all records and make them readily accessible DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48 to the City. At the City’s request, Consultant must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3 Consultant must allow the City to have free access to Consultant’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 Consultant’s records, and Consultant 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 Consultant, Consultant 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 Consultant or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by Consultant or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Consultant without prior written approval by City.
19.2 At the City’s request, Consultant must furnish reports concerning the status of the Services.
20. Standard of Care. Consultant 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 Consultant’s profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 If Consultant proposes to have any subconsultant perform any part of the Services, Consultant 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 Consultant will be responsible for the quality of any subconsultant’s work.
Every subcontract or agreement of any kind entered into between Consultant 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. 11547 (CCS) entered into between the City of Santa Monica and Consultant on^^____________________.
DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48 4/4/2024
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 Consultant 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. //
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DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48
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).
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
ABC Corporation
#VENDOR
By:_______________________________
DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48
DOUGLAS SLOAN
4/3/2024
City Attorney
Christine Cotton
Arcadis U.S., Inc
4/3/2024
Senior Vice President
David White
4/4/2024
City Manager
4/9/2024
Nikima Newsome
Interim City Clerk
Exhibit A
Scope
The scope of work includes the following tasks.
Task 1: Project Management and Initiation
Task 2: Data Gathering and Analysis of Current Security Measures and Guidelines
Task 3: Alternatives Development and Security Plan Technical Memorandum Task 4: Basis of Design Report
Task 5: Optional Services
The tasks outlined in the scope of work follow industry standards as listed below:
American Water Works Association (AWWA)
M19 Emergency Planning for Water Utilities
AWWA G-430 Standard for Security Practices for Operation and Maintenance AWWA G-440 Emergency Preparedness Practices
American Society of Civil Engineers (ASCE)/AWWA
Guidelines for the Physical Security of Water Utilities; Guidelines for the Physical Security of Wastewater/Stormwater Utilities
American Society for Industrial Security (ASIS) International, ASIS GDL FPSM2009: Facilities Physical Security Measures ASIS International, ANSI/ASIS PAP.1-2021: Security Management Standard – Physical Asset Protection
ASIS International, ANSI/ASIS Protection of Assets Manual 2021 Garcia, Mary Lynn. The Design and Evaluation of Physical Protection Systems.
Butterworth-Heinemann, 2008.
Water ISAC Best Security Practices and Cybersecurity Resource Guide National Cybersecurity and Communications Integration Center (NCCIC) Cybersecurity Evaluation Tool (CSET)
AWWA Cybersecurity Self-Assessment Tool (with National Institute of Standards and Technology [NIST] integration – 800-53 and others)
SysAdmin, Audit, Network and Security (SANS) Institute Recommended Policies Department of Homeland Security Critical Infrastructure Standards for the Water and Wastewater Systems. We understand and will consider the Sector-Specific Plan (2015) under the National Infrastructure Protection Plan risk management framework, including EPA resources
Applicable Federal Emergency Management Agency (FEMA) and Environmental Protection Agency (EPA) security resources, tools, and guidance Inter-governmental Services - Federal, State and Local - Joint Terrorism Task Force resources and collaboration
DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48 The City of Santa Monica municipal codes and Los Angeles County planning and development in the context of security master planning for the City.
Scope of Work and Task Description
Task 1 – Project Management and Initiation
Arcadis will develop and submit a project schedule based on current understanding for the City’s approval. Arcadis’ current estimate to complete the Project is three years. The approved schedule will be updated in alignment with monthly progress reporting as the project progresses and key decisions are made. Documentation will be provided for unanticipated project delays, scope and budget impacts, and resolution actions.
Project Management Plan
Arcadis will prepare a detailed Project Management Plan to assist the City in execution of the project. The Project Management Plan will identify project goals/objectives, scope and work breakdown structure, budget, project resources, QA/QC procedures, documentation control efforts, and coordination points. The Plan will be provided ten business days after the project kickoff meeting.
Arcadis will also support and maintain a City of Santa Monica created and owned Microsoft SharePoint site for this project in coordination with the City. This site will be used to securely convey project-related information on physical and cyber security to the City and The City of Santa Monica Information Services Department (ISD) stakeholders.
Monitor and Control
Arcadis will keep the City up to date on project progress by phone or email as requested by the City Project Manager. In addition, Arcadis will prepare monthly reports to be submitted along with monthly invoices.
Quality Control
Arcadis will assign quality reviewers for deliverables to ensure they meet the scope and intent of the deliverable.
Arcadis will evaluate the City comments and coordinate one round of written responses between the City’s Project Manager and the Arcadis Project Manager into reports, technical memoranda, policies, procedures, and plans and specifications. Arcadis will also inform the City Project Manager, in writing, of any project scope and budget impacts relating to City comments. All comments will be addressed by Arcadis prior to final delivery.
Project Coordination
Arcadis will facilitate coordination with other projects and initiatives currently underway and planned by the City. The Project Manager will also coordinate review of the City’s DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48 comments and responses to deliverables. A “Decisions Log” will be maintained to track issues and action items throughout the project.
Facilitate Project Meetings
Arcadis will facilitate a hybrid in person/virtual two-hour Kick-off Meeting with the City’s Project Team to review project objectives, expectations, goals, deliverables, schedule, needed information, and procedures for controlling sensitive information generated or used as part of the process.
Arcadis will also facilitate virtual monthly progress meetings to review key deliverables and schedule. Arcadis will prepare meeting agendas, presentation materials, and meeting summaries. Meeting summaries will clearly identify project team decisions and action items with responsible party; they will be submitted within three (3) days following each monthly meeting.
Task 2 – Data Gathering and Analysis of Current Security Measures and Guidelines
Arcadis will review City-provided assessments, reports, and plans relevant to project objectives, using the City’s SharePoint site as the central repository. In addition, Arcadis will conduct site visits to the City’s assets to understand the baseline conditions.
Arcadis will conduct onsite assessments to accomplish subsequent project phases related to the City critical facilities, operations, policies, procedures, work order management procedures, and other information and data aspects pertinent to support creating the City Security Master Plan.
Information and Data Gathering
Arcadis will initiate Data Gathering by issuing a formal RFI to the City to collect information prior to the site visits. Arcadis will review the existing information and make note of gaps and security planning recommendations across the City organization.
Review Guidelines and Standards
The Arcadis team will utilize the findings from the Data Gathering task to make preliminary recommendations on mitigating gaps based on industry best practices and standards.
Site Visits
Arcadis will review the City facilities through a combination of existing assessments and site visits. A schedule for the two, 8-hour site visits will be established in coordination with the City. During the site visits, five core aspects of the current security systems will be identified: system architecture and components (infrastructure), performance and quality (performance), communications and network configuration (availability), management and procedural control (management), and cybersecurity readiness (security).
DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48 Arcadis will work with the City to develop site security checklists and set the level of detail for the assessments. Arcadis will also work with the City to create a 3-5 tier system for security requirements and to align the tiers with risk-based levels of designated security.
Task 3 – Alternatives Development and Security Plan Technical Memorandum In Task 3, Arcadis will work with the City to assemble key staff and stakeholders to facilitate communication, coordination, and input for the project through a series of interactive (remote and onsite) meetings. These meetings will lead to the development of three alternatives for levels of security and the Security Plan Technical Memorandum.
Meetings
Arcadis will facilitate the City staff, stakeholder, and management coordination and input for key elements of security master planning in a series of three 2-hour meetings. Prior to engaging staff in interactive meetings, Arcadis will remotely solicit anonymous input on key security aspects and input from strategic organization levels and end users of security systems. Arcadis will design and deploy Microsoft Forms surveys tailored to predetermined groups identified with the City project team. Key groups will encompass organizational roles, responsibilities, decision-makers, levels of expertise, and security system end users. Survey results will be collated and provide a working baseline for meetings, alternatives, and the Security Master Plan Technical Memorandum. Up to three (3) additional 4-hour workshops will be conducted with the City’s Water Resources Division and other City Stakeholders to gather input and present the final plan.
Develop Alternatives
Arcadis will develop three alternative plans for different security levels. These alternatives will be discussed during the Project Meetings to refine the level of security and ensure that they match with the level of adversary and the site conditions for the critical assets.
Security Plan Technical Memorandum
Arcadis will develop a Security Plan Technical Memorandum with consolidated information addressing people, procedures, and equipment. The memo will capture common operating practices and document procedures that are known but not formally written. The memo will be divided into sections; for example, this may include an introduction, guideline and standards review, recommendations for policies and procedures, alternatives evaluation, and recommendations for the specific security tier that include operational requirements and specific equipment cost comparisons. Arcadis will also recommend projects for capital improvement planning to enhance security equipment and standards across the City’s systems.
DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48 Task 4 – Basis of Design Report
A Basis of Design Report (BODR) will be developed following the determination of the selected sites and security upgrade alternative from the Security Plan Technical Memorandum. The BODR will include the results from Task 3 and the design criteria chosen.
Each site will include a summary of existing conditions and identified vulnerabilities; present results of an alternatives evaluation which includes consideration of life-cycle costs and expected benefits and challenges; and provide recommendations for enhancing current capabilities.
Finally, Arcadis will provide costs associated to repair, replace, and/or make capital investments to achieve analysis recommendations.
The BODR will include the following:
Executive Summary
Introduction
Site-Specific Existing Conditions
Site-Specific Recommendations, including a 10-year plan of projects delineated into short- and long-term projects based on risk cost benefit analysis and security tier selected in the Security Plan Technical Memorandum.
The Arcadis team will conduct a review workshop with the City to review project evaluation and recommendations for the list of projects prior to inclusion in the BODR.
Feedback from the workshop will be used to adjust prioritized recommendations and establish a final list of candidate projects included in a final Recommendations Projects List in the BODR.
Arcadis will prepare the Draft BODR for review and comment by the City and other stakeholders as appropriate. Arcadis will revise and deliver a Final BODR based on addressing the City’s feedback and final approval; the main body of the BODR shall be submitted in MS Word format in addition to the compiled (with attachments and appendices) PDF within ten (10) working days of receipt of City’s compiled comments.
Task 5 – Optional Services
The scope and budget for the optional service outlined below will be submitted to the City for approval before it commences.
Task 5.1: Technical Exhibits Design Development for Critical Assets If authorized, the Arcadis team will support design and construction of projects selected in Task 4. This may include security enhancements to facilities such as design of camera systems, fencing, and access control.
DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48 60%, 90%, Final Design. If authorized, Arcadis will provide detailed plans and specifications for the approved recommendations from the Basis of Design Report.
Arcadis’ current estimate is based on the initial review of site footprints for Arcadia Water Treatment Plant, Charnock Wellfield, and Olympic Wellfield and a typical level of security, including fencing, gates, cameras, and badge readers. The estimate assumes that the three sites would be designed under one package and will rely on the City’s front-end specifications. Additional sites, packages, or more advanced security (such as ballistic-rated barriers, crash-rated gates, etc.) may require additional budget and time.
Task 5.2: Value Added Services
Arcadis is prepared to provide the following Value Added Services at the request of the City:
Services During Construction, including the following:
o Assistance with pre-bid meetings and conferences and responding to questions during advertisement
o Assistance with evaluating bids
o Attendance at and assistance with up to 12 contractor-led meetings o Assistance with review of monthly contractor-submitted schedules o Up to 20 RFIs and 30 submittal reviews (assuming an average of 4 hours and 8 hours, respectively)
o Evaluation and advisement regarding factory and/or field test data of key equipment
Implementation of the parametric modeling tool for video surveillance (limited to Arcadia WTP, Olympic Wellfield, and Charnock Wellfield) The above services would be included within the estimated fee for this task and will be provided only with specific authorization by the City based on a mutually agreed scope and budget. Modifications to the above services (for example reducing RFIs and submittal reviews to make way for grant analysis and funding application support) may be made subject to a mutually agreed scope and budget between Arcadis and the City and a specific authorization by the City.
DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48
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Professional Services Agreement Insurance Requirements
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).
4. 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 DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48 2 Rev. October 2023
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.
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:
DocuSign Envelope ID: 9E96E75D-0305-4E47-BB2E-6F831B8CCA48 3 Rev. October 2023
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.
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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