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Contract No. 11007 (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 Praesidium, Inc. (“Praesidium”), 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. Praesidium is qualified to do business, and is doing business, in the State of California. Praesidium represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement. In particular, Praesidium represents that it is in the business of providing consultation, training, risk management assessments, policy development, training materials development, background investigation reports, consumer reports, and drug testing reports, among other things, to businesses, organizations and other entities for the purposes of screening potential employees, monitoring present employees, and assisting or aiding such businesses and organizations in the prevention of sexual abuse as well as responding to allegations of sexual abuse.
C. The City and Praesidium now desire to enter into an agreement for Praesidium 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 November 1, 2021, and terminates on October 31, 2022, unless sooner terminated in accordance with Section 15 below. City, in its sole and complete discretion, shall have the option to extend the term of this Agreement for three (3) additional one-year periods (November 1, 2022 through October 31, 2023; November 1, 2023 through October 31, 2024; and November 1, 2024 through October 31, 2025) (each an “Option Term”) on the same terms and conditions as set forth in this Agreement.
2. Praesidium Services. Praesidium will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Praesidium will complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
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3.1 Make available to Praesidium any currently existing documents, data or information required for the performance of the Services.
3.2 Coordinate and schedule meetings between Praesidium and relevant City employees, contractors, and volunteers.
3.3 Designate a representative authorized to act on behalf of City.
3.4 Timely pay Praesidium for the Services.
3.5 Provide timely and accurate information to Praesidium, which is entitled to rely on the accuracy of any information provided to it by City.
4. Compensation. The City will compensate Praesidium for the Services performed, in accordance with Exhibit B – Budget, as follows:
(a) November 1, 2021 through October 31, 2022: amount not to exceed $ $127,000.00;
(b) Each Option Term (if City exercises its option to extend): amount not to exceed $127,000.
As provided in Exhibit B – Budget, the total compensation paid to Praesidium, if all three potential Option Terms are exercised, will not exceed $508,000 across the entire four-year Term.
5. Invoices. Praesidium 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:
Finance – Risk Management
City of Santa Monica
1685 Main Street
Santa Monica, California 90401
Attention: Oles Gordeev, Risk Manager
Email: [email protected]
Re: Contract No. 11007
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
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Email: [email protected]
Re: Contract No. 11007
6.2 All notices, demands, requests or approvals to Praesidium:
Praesidium, Inc.
2225 East Randol Mill Road, Suite 630
Arlington, Texas 76011
Attention: Michelle Money, Officer Manager
Email: [email protected]
Re: Contract No. 11007
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 any of its officers or employees will have any control over the conduct of Praesidium or any of Praesidium’s agents, employees, or subconsultants.
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 Praesidium and approved as to form by the City Attorney. Any waiver of any of the terms and conditions of this Agreement must be in writing and signed by City and Praesidium and approved as to from by the City Attorney, and any such waiver will not be and may not be construed as a waiver of any other terms and conditions of this Agreement.
9. Insurance. Prior to commencing work, Praesidium 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 Praesidium or Praesidium’s agents, representatives, employees or subconsultants for the duration of this Agreement. Praesidium must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements.
10. Confidentiality and E-Mail.
10.1 Praesidium agrees to maintain in confidence, and on request by City to return to City or destroy, all non-public documents provided by City to Praesidium for purposes of Praesidium performing the Services.
10.2 City acknowledges and agrees that the performance, delivery, security, and confidentiality of e-mail messages is dependent upon and significantly influenced by numerous technologies and systems that are beyond the control of Praesidium including, but not limited to, external telecommunications systems and connections, the user’s connections and connection equipment, and the user’s computer equipment. E-mail messages are exposed to many systems that DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 - 4 -
may potentially copy, view, or otherwise examine and/or use the content therein. Further, the common use of e-mail aliases, groups, and the like may forward or otherwise redirect e-mail messages to unknown or unintended persons.
10.3 City acknowledges and agrees that its use of any included component of the Services that uses e-mail messaging is done solely at its own risk and per the terms of this Agreement. City is solely responsible for the accuracy and inclusion of e-mail addresses into the system and all consequences arising therefrom.
11. Disclaimer of Warranties Limitation of Liability, Defense and Indemnifications
11.1 PRAESIDIUM SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS,
CONDITIONS, AND WARRANTIES, WHETHER EXPRESSED OR
IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF
TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT
NOT LIMITED TO, WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY
QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE WITH
RESPECT TO PRAESIDIUM'S SERVICES TO BE PROVIDED,
ACCESSED, USED OR DELIVERED PURSUANT TO THIS
AGREEMENT. ANY AND ALL DATA, CONTENT, SOFTWARE,
FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE
BY PRAESIDIUM TO CITY IS PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PRAESIDIUM DOES
NOT WARRANT THAT THE DATA, CONTENT, SOFTWARE,
FUNCTIONS, MATERIALS OR INFORMATION PROVIDED TO CITY
WILL BE ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.
PRAESIDIUM SHALL NOT BE LIABLE FOR CITY’S USE OF ANY
SERVICES PROVIDED BY PRAESIDIUM, INCLUDING WITHOUT
LIMITATION, THE DATA, CONTENT, SOFTWARE, FUNCTIONS,
MATERIALS AND INFORMATION MADE AVAILABLE TO CITY AND
ANY ERRORS THAT MAY BE CONTAINED THEREIN. PRAESIDIUM
DOES NOT GUARANTEE THE SERVICES PROVIDED BY
PRAESIDIUM HEREIN WILL PREVENT THE OCCURRENCE OR
CONSEQUENCES OF SEXUAL ABUSE BY EMPLOYEES, ASSOCIATES,
VOLUNTEERS OR OTHER INDIVIDUALS ASSOCIATED WITH CITY.
11.2 In no event will Praesidium be liable for any punitive, incidental or consequential damages in any action by City arising from or related to this Agreement, including all exhibits and addenda, if any, or any use or results of the Services provided by Praesidium pursuant to this Agreement, whether based in contract, tort (including negligence), intended conduct or otherwise DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 - 5 -
including without limitation, damages resulting from the loss of profits, income, business or goodwill, regardless of whether Praesidium has been advised of the possibility of damages. In no event will Praesidium's liability to City for monetary damages under this Agreement exceed the amount paid by City to Praesidium in the one year before the claim arose.
11.3 Subject to the limitations in Sections 11.1 and 11.2 above, as to Praesidium’s Services produced under this Agreement, Praesidium agrees to defend, indemnify, protect, and hold harmless City, its agents, officers, boards and commissions, and employees (collectively, “City Indemnitees”) from and against any and all third-party 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 willful misconduct of Praesidium or Praesidium’s employees, agents, officers, and subconsultants. City agrees to defend, indemnify, protect, and hold harmless Praesidium from and against any and all third-party liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Praesidium Losses”) caused or claimed to be caused by the willful misconduct of City or City’s employees, agents, officers, and subconsultants (other than Praesidium).
12. Prohibition Against Transfers. Praesidium 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 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.
13. Permits and Licenses. Praesidium, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
14. 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.
15. Default and Termination.
15.1 If either Party fails or refuses to perform any of the provisions of this Agreement (“Defaulting Party”), and if the default is not cured within a period of five days after the Defaulting Party being provided by the other Party (“Noticing Party”) written notice of default specifying the nature of the default, the Noticing Party may immediately terminate this Agreement by written notice to the Defaulting Party.
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15.2 Either Party has the option, at its sole discretion and without cause, of terminating this Agreement by giving thirty (30) days’ written notice to the other Party. Upon termination of this Agreement pursuant to this Section
15.2, City will pay Praesidium any compensation earned and unpaid up to the effective date of termination, which compensation will be immediately due and payable.
15.3 Upon termination of this Agreement, for any reason, City, as well as any third party to which City has given access to or use of the Services, shall discontinue accessing and using any Services provided by Praesidium pursuant to this Agreement.
16. Compliance with Law. Both Parties 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.
17. Discrimination. Praesidium may not discriminate in the provision of services hereunder because of race, color, religious creed, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, sexual orientation, age, or military or veteran status.
18. Records.
18.1 Praesidium must maintain financial records in sufficient detail to permit an evaluation of the finances connected to the Services and in accordance with generally accepted accounting principles. Praesidium must keep all records in the ordinary course of business and make them reasonably accessible to City upon written five days’ notice and only during Praesidium’s normal business hours. At City’s written request, Praesidium may provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.2 Praesidium must allow City to have reasonable access to Praesidium’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement during Praesidium’s normal business hours. City has the right to examine or audit Praesidium’s records, and Praesidium agrees to cooperate with reasonable requests during any examination or audit of its records.
19. Praesidium’s Proprietary Information
19.1 Praesidium’s Proprietary Information Defined. Praesidium’s Proprietary Information shall mean and include: (i) Any and all business or technical information and material, whether oral, written, electronic, magnetic or stored via other media, relating directly or indirectly to Praesidium’s past, present or future research, development, or business activities or its methodologies, strategies, operational information, or other trade secret or non-public business DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 - 7 -
information, which is disclosed to or obtained by City, regardless of whether it is marked as "confidential" or "proprietary”; (ii) Any and all technical information, including but not limited to any software, and the methodology, structures, models, techniques, processes, compositions, formulas, designs, drawings, specifications, models, data, source code, object code, documentation, diagrams, flow charts, research, development, procedures, and "know-how," contained or embodied in such technical information, as well as any information capable of being embodied in a U.S. patent application or copyright application or any international equivalent thereof, which may be made available to City in connection with the Services; and (iii) Any and all manufacturing, development, or marketing techniques and materials, development or marketing timetables, strategies and development plans, customer, supplier, vendor, employee and personnel lists, as well as any other information related to customers, suppliers, vendor and employees or other personnel, pricing policies, financial information, strategic goals, plans, and initiatives, strategic partnership alliances and other alliances. City acknowledges and agrees that Praesidium’s Proprietary Information is the proprietary property of Praesidium and exclusively owned by Praesidium and City has no claim, right, title or interest in or to Praesidium's Proprietary Information.
19.2 Acknowledgments. City acknowledges that all components of Praesidium's Proprietary Information that may be made available to City, in connection with the Services, constitute commercially valuable, proprietary products of Praesidium, the design and development of which reflect the efforts of skilled development experts and the investment of considerable time and money. City acknowledges that Praesidium's Proprietary Information contains substantial trade secrets of Praesidium, which, to the extent they are made available to City, have been entrusted in confidence by Praesidium. City agrees that it will not disseminate or disclose any of Praesidium's Services, the Armatus® Internetbased Training System, or Praesidium’s Proprietary Information that has been made available to City, to any third party, except as specifically provided herein.
City's right to access and use any of Praesidium's Proprietary Information is limited to the right of access and use that is specifically described in this Agreement. To the extent City violates its obligations concerning the dissemination, disclosure, access or use of Praesidium’s Proprietary Information, such violation(s) will be considered a material breach of this Agreement.
Nothing provided herein shall constitute a license to, and City agrees that it will not, obtain, access or use the methods, techniques, formulas or know-how contained or embodied in Praesidium's Proprietary Information. Further, nothing provided herein shall constitute a license to, and City agrees that it will not, obtain, access or use the source code, programming code, or any uncompiled raw software listings contained or embodied in Praesidium's DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 - 8 -
Proprietary Information. Under no circumstances may City modify, disassemble, de-compile, reverse engineer or derive a source code version from any software contained in Praesidium's Proprietary Information. City further agrees that it will not access or use Praesidium's Services, Armatus® Internetbased Training System, or Praesidium's Proprietary Information, for creating or aiding in the creation of competitive services or software packages, or otherwise attempt to interface with or connect to Praesidium's Proprietary Information in any manner not specifically permitted in this Agreement.
19.3 Equitable Remedies. City acknowledges that Praesidium will be irreparably harmed by any material breach by City of any of the obligations contained in this Section 19. In the event of a threatened or actual violation by City of any of the obligations outlined in this Section 19, and in addition to any other remedies Praesidium may have, Praesidium shall be entitled to seek an injunction, without the requirement to post bond, restraining any such violation of any of the obligations contained in this Section 19, or specific performance. City hereby waives, with respect to any dispute related to this paragraph, any defense based on the argument that Praesidium will not be irreparably harmed by a breach of any of the obligations contained in this Section 19 or that Praesidium has available to it an adequate remedy at law for such breach.
20. City Information; Reports.
20.1 City Information. Praesidium acknowledges that in the course of providing the Services, Praesidium will be provided access to and will obtain confidential City information that may include, among other things, personnel information including personal identifying information and proprietary information relating to City operations. Praesidium agrees that it and any of its subconsultants will use such information solely for performance of the Services and will, upon written request from City, return or destroy such information and any materials created in the course of providing the Services that contain or reference such information. Praesidium acknowledges and agrees that neither any such information nor any materials created in the course of providing the Services that contain or reference such information may be made available or provided to any individual or organization without the express prior written consent of City.
20.2 Reports. At City’s request, Praesidium must furnish reports concerning the status of the Services. Praesidium acknowledges and agrees that all such reports remain the exclusive property of City and may not be made available or provided to any individual or organization without the express prior written consent of City.
21. Standard of Care. Praesidium agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 - 9 -
skill ordinarily exercised by members of Praesidium’s profession currently practicing in the same locality under similar conditions.
22. Subconsultants.
21.1 If Praesidium proposes to have any subconsultant perform any part of the Services, Praesidium 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. City, in its sole discretion, may grant or deny the request.
21.2 Praesidium will be responsible for the quality of any subconsultant’s work.
Every subcontract or agreement of any kind entered into between Praesidium 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. 11007 (CCS) entered into between the City of Santa Monica and Praesidium, Inc. on
^____________________.
23. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
24. Venue and Jurisdiction. City and Praesidium agree that a portion of 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.
25. 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.
26. Authorized Execution. Praesidium represents and warrants that the person executing the Agreement on behalf of Praesidium has been duly authorized to do so in accordance with all requirements set forth in Praesidium’s governing documents.
27. Cumulative Remedies. All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise.
28. Counterparts. This Agreement may be executed in several counterparts and each such counterpart will be deemed an original copy of this Agreement when so executed and DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 - 10 -
the counterparts will, when taken together, constitute and be one and the same instrument.
29. Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, then obligations arising under such provisions shall be null and void and each provision not so affected shall be enforced to the fullest extent permitted by law.
30. Conflict. To the extent any provision of this Agreement conflicts with any provision of an Exhibit attached hereto, this Agreement shall control. To remove doubt, the absence of a provision shall not be considered a conflict.
31. COVID-19 Vaccinations. Praesidium agrees that all personnel assigned to perform the Services who will either visit or work in City facilities or interact with either City employees or City residents in the course of performing said Services shall be fully vaccinated, as defined in the City’s COVID-19 Vaccination Policy, a copy of which is attached as Exhibit D and incorporated herein by reference. Contractor shall provide the City with an attestation that Contractor has confirmed the personnel assigned to perform the Services are fully vaccinated and that such personnel have produced to Contractor one of the forms of documentation set forth in the City’s COVID-19 Vaccination Policy. Contractor shall maintain the underlying documentation establishing that the personnel are fully vaccinated and supporting the attestation for the term of this Agreement. Contractor shall make such documentation available to the City for inspection on demand. Contractor’s failure to comply with the City’s COVID-19 Vaccination Policy or to permit the City to inspect the documentation to verify compliance with the City’s COVID-19 Vaccination Policy within 10 days after the City’s written request for such documentation shall constitute a breach of this Agreement. ///
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32. 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
Exhibit D COVID-19 Vaccination Policy
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
PRAESIDIUM, INC.
ABC Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 Interim City Attorney
Joseph Lawrence
10/29/2021
10/29/2021
President and CEO
Praesidium
Aaron Lundberg
City Manager
10/31/2021
David White
City Clerk
11/16/2021
Denise Anderson-Warren
Exhibit A
Scope of Services
Praesidium will complete the following services for the City of Santa Monica:
1. Convene and Coordinate the City of Santa Monica’s Child Protection Committee. Praesidium will assign an Account Manager to serve as the City’s Child Protection Officer and lead the City’s Child Protection Committee, facilitating the following activities:
a. Assist with the development of oversight and monitoring systems of compliance by City staff, contractors, and
volunteers, as well as Citygrant funded programs, with
child protection policies.
b. Facilitate the response and corrective action from Praesidium’s Risk Assessment conducted in 2019.
c. Develop the metrics for performing program
evaluations to ensure corrective and City child
protection policies are implemented.
d. Review the results from the program evaluations and
determine correction action on a program level or City
level (see item 2 below).
e. Review the response to incidents and allegations
and determine corrective action on a program or
City level.
f. Review child protection policies and procedures based on the program evaluations and incident data.
g. Help develop a system to ensure grant funded programs provide certifications that they comply with the City’s child protection policies.
h. Coordinate with City Staff to ensure that City staff, contractors, and volunteers assigned toprograms that
provide services to youth receive orientation and training on, and comply with, child protection Policies.
2. Perform evaluations of City programs. Praesidium will oversee and monitor compliance by City staff, contractors, and volunteers with the City’s child protection policies. Praesidium will conduct on and off-site evaluations of City programs to ensure the City’s child protection policies and are implemented and effective.
DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 The evaluations will include the following assessment methods:
A. Records Review. Documentation provides proof that
employmentpractices are followed, and that employees
meet organizational and industry standards. Praesidium
reviews employment and background screening records,
training records, and incident reports.
B. Onsite Interviews. Through face-to-face interviews with directors, employees, advocates, youth and parents across the programs, Praesidium determines if and to what extent the abuse prevention minimum standards are in in place to reduce risk. In addition, interviews give employees an opportunity to share their first-hand experiences in the organization and to describe high- risk activities or operations they see as potentially problematic.
C. Standardized Questionnaires. Praesidium uses standardized questionnairesto gather data from a broad base of individuals.
Questionnaires allow employees to anonymously describe their understanding and experiences in the organization.
D. Program and Practice Observations. Praesidium observes programs during both routine and high-risk times.
Praesidium estimates conducting up to 20 program evaluations per year, including in the first year as a supplement to the evaluations of programs previously conducted as part of Praesidium’s Risk Assessment.
Incident response and consultation. Praesidium will assist in responding to allegations of violations of child protection policies and ensuring that the allegations are timely forwarded to the appropriate City staff. The City will be using its existing Ethics hotline, [email protected] or 844-4-SMETHIC, to allow staff, volunteers, program participants, and parents a way to report concerns. Where appropriate, City staff will forward reports to Praesidium, which will be available to provide incident response and consultation in the form of on-going crisis management and support services. In addition, if needed, Praesidium may refer the City to a private investigator to provide third-party investigation services. On-going crisis management and support services, as well as third party investigations will only be performed if authorized by the City and will be billed on an hourly basis.
DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 Exhibit B
Budget
The City will compensate Praesidium in accordance with the pricing below. The amount of compensation provided to Praesidium during the initial one-year term (November 1, 2021 through October 31, 2022) shall not exceed $ $127,000.00. In addition, the amount of compensation provided to Praesidium during each Option Term, if any, shall not exceed $127,000.00. The total compensation paid to Praesidium, if all three potential Option Terms are exercised, will not exceed $508,000 across the four-year Term.
Praesidium Deliverables Pricing1
1. Convene and Coordinate the City’s
Child Protection Committee
Upon Execution of Contract: : $14,750
2/1/2022 to 5/1/2022: $14,750.00
5/1/2022 to 8/1/2022: $14,750.00
8/1/2022 – 10/31/2022: $14,750.00
Option years: $59,000 per year
2. Perform evaluations of City programs Not to exceed $58,000 per year 2
3. Incident response and consultation
and third-party investigations
(as authorized by City)
Off-site consultation:
$385 per hour
On-site consultation:
$3,000 per day
Additional Pricing Notes:
1. Pricing does not include Praesidium’s reasonable travel costs and expenses, which will be separately billed at the time incurred. Before incurring any travel costs and expenses, Praesidium agrees to provide City with a written DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 estimate of the proposed travel expenses for approval. Praesidium further agrees that the annual total for travel costs and expenses charged to the City under this Agreement will not to exceed $10,000 per contract year.
2. Pricing is based on estimated 20 evaluations, including onsite interviews and observations, per year. If fewer evaluations are performed, pricing will be prorated based on number of evaluations.
DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 Exhibit C
Insurance Requirements
Praesidium, Inc. (“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 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Consultant shall either: (a) maintain workers’ compensation insurance for its employees in compliance with all requirements of the State of Texas; or (b) if consultant elects, as permitted by Texas law, not to provide workers’ compensation insurance coverage for its employees, comply with all requirements of Texas law for non-covered employers who do not have workers’ compensation insurance coverage.
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:
DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 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.
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 or Texas 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.
DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 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.
DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 1 COVID-19 VACCINATION POLICY
1. Purpose
The purpose of this policy is to provide City employees with a safe work environment and to protect the health and safety of both City employees and the public we serve, during the ongoing local emergency occasioned by the threat to public health and safety posed by COVID-19. To achieve that purpose, the City is requiring that City employees, volunteers (including interns or externs), members of City Boards, Commissions, and Task Forces, and certain contractors be vaccinated for COVID-19.
2. Preamble
The City Manager first declared a state of local emergency on March 13, 2020.
Since then, the City Council has ratified the declaration of a local emergency on multiple occasions, the most recent of which was July 13, 2021.
In addition, the states of emergency declared at the county, state, and national level because of COVID-19 all remain in place.
Over the course of the emergency, the Los Angeles County Department of Public Health has issued a series of health orders imposing risk reduction measures to address the COVID-19 emergency. The most recent, issued August 16, 2021, recognizes, among other things:
Since June 15, 2021, when many restrictions imposed by the state and County were lifted, “community transmission of COVID-19 in Los Angeles County has rapidly increased from Low to High.”
COVID-19 daily cases are now increasing; on August 13, 2021 alone, Los Angeles County reported 3,810 new cases. As of August 6, 2021, Los Angeles County is also reporting a 7-day daily average case rate of 29.1 cases per 100,000 people, without a 7-day lag. The test positivity rate and number of hospitalizations have also dramatically increased. This indicates a continued and high risk of COVID-19 infection for the unvaccinated. This also means that community transmission of COVID-19 Exhibit D DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 2 within Los Angeles County is highly likely to increase during the coming days and weeks.
Currently, the Delta variant is predominant in Los Angeles County. The Delta variant is two times more contagious than earlier COVID-19 variants and continues to lead to increased infections.
At this time, the current COVID-19 vaccines (the Moderna two-dose and Johnson & Johnson single-dose vaccines approved under the Food and Drug Administration’s (“FDA”) Emergency Use Authorization (“EUA”) approval process and the Pfizer BioNTech two-dose vaccine approved under the FDA’s Biologics License Application (i.e., general use) (“BLA”) approval process) are effective at helping to reduce the risk of getting and spreading the infection and also of getting seriously ill, even if a fully vaccinated person gets COVID-19, and even against the current variants of the virus that causes COVID-19. Although no vaccine is 100% effective at preventing illness in vaccinated people, the currently authorized COVID-19 vaccines remain the best form of protection against COVID-19.
On August 12, 2021, the Los Angeles County Department of Public Health issued a health order requiring vaccination of health case workers. This order recognizes, among other things:
The spread of COVID-19 remains a substantial danger to the public. The Delta variant has become the dominant strain of COVID-19 virus in the County and is much more contagious that previous strains of COVID-19. Vaccination against COVID-19 is the most effective means of preventing infection with the COVID-19 virus, with the risk of infection reduced by 70% to 95%. Vaccination also appears to reduce the chance of transmission by an infected vaccinated person by 40% to 60%.
Unvaccinated persons are more likely to get infected and spread the virus.
Over 90% of current hospitalizations and deaths are among unvaccinated persons.
Since July 30, 2021, COVID-19 cases and hospitalizations in Los Angeles County have continued to increase. For a recent reporting period, the weekly case average was 3,455 (a 58.6% increase over the last reporting period) and the number of hospitalizations was 1,503 (a 68.6% increase).
DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 3 In response to the continuing rapid increase in COVID-19 transmission, including that due to the Delta variant, many public employers have adopted mandatory vaccination policies. Among the local public employers implementing such policies are: Los Angeles County, which requires all County employees to be vaccinated by October 1, 2021; the University of California and the California State University systems, both of which require all employees and students to be fully vaccinated; and the City of Pasadena, which is requiring all city employees to be fully vaccinated by no later than September 17, 2021. Furthermore, on August 12, 2021, the Los Angeles County Department of Public Health issued an order requiring health care workers, including doctors and medical assistants, dentists and dental assistants, pharmacists, EMTS, EMT-paramedics, and home health aides to be fully vaccinated by September 30, 2021.
A continued increase in the vaccination rate is paramount to stem the continuing rapid increase in COVID-19 transmission. Currently authorized vaccines have proven effective at preventing severe outcomes from the virus causing COVID-19, including the Delta variant. COVID-19 vaccines are free, safe, and widely available. Getting vaccinated is one of the most important ways to help stop COVID-19 spread.
Currently, approximately 88% of Santa Monicans 12-17 years of age and 81% of Santa Monicans 16 years of age or older are vaccinated. The percentage of City employees who are vaccinated falls well below this, with only approximately 60% of employees having self-reported vaccination, and only approximately 36% having submitted documentation of vaccination.
3. Vaccination Requirement
To ensure that the City fulfills its primary function of protecting the health and safety of the Santa Monica community, while also meeting its obligation to provide a safe and healthy workplace for employees, all Covered Persons must: (a) receive at least one dose of a COVID-19 vaccine, or request an exemption, no later than September 17, 2021; and (b) in the absence of an exemption, be fully vaccinated for COVID-19 by no later than October 29, 2021.
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DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 4 4.Reporting Vaccination Stat us and Documentation
a) All Covered Persons must report their vaccination status no later than 5:00 p.m. on September 17, 2021. Covered persons must use the process and form designated by the City for this purpose, and include supporting documentation proving their vaccination status. Covered Persons will certify that they are:
i. Fully vaccinated for COVID-19 (no request for exemption required) ii. Partially vaccinated for COVID-19 (no request for exemption required) iii. Unvaccinated for COVID-19 (request an exemption due to medical/disability or sincerely held religious belief, practice, or observance) Covered Persons will certify that the information they provide regarding vaccination status is true and accurate.
b) All Covered Persons who certified that they were partially vaccinated for COVID-19 as of September 17, 2021, must certify that they are fully vaccinated for COVID-19 by no later than 5:00 pm on October 29, 2021. c) All Covered Persons who requested but were denied an exemption, must certify that they are fully vaccinated for COVID-19 by no later than 5:00 pm on October 29, 2021, or such later date as may be specified in the denial of the exemption..
d) Covered Persons are required to provide the City with proof of vaccination status within the relevant time frames set forth above. Proof of vaccination status may include any of the following documents:
i. A screen shot of the digital vaccination record, which is available free and instantly from the state of California, https://
myvaccinerecord.cdph.ca.gov/
ii. A photo of the CDC COVID-19 vaccination record card iii. Documentation by the employee's Health Care provider
5. Requests for Exemptions
The City will review requests for medical/disability and religious exemptions on a case -by-case basis consistent with procedures for reasonable accommodation requests.
a) Medical/Disability Exemption: Covered Persons with a medical condition, disability, or other medical restriction that affects their ability to safely receive a DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 5 COVID-19 vaccine, as verified by their Health Care provider, may request a reasonable accommodation to be exempted from this vaccination requirement.
Requests for medical/disability exemption must be submitted to the Human Resources Department using a process and form designated by the City no later than September 17, 2021 at 5:00 p.m. Covered Persons requesting a medical/disability exemption will be required to obtain a completed Certification from their Health Care Provider on a form to be provided by the City.
b) Requests for Religious Exemption: Covered Persons with a sincerely held religious belief, practice, or observance that prohibits them from receiving a vaccine may request a reasonable accommodation to be exempted from this vaccination requirement.
Requests for religious exemption must be submitted to the Human Resources Department using a process and form designated by the City no later than 5:00 p.m. on September 17, 2021. If the City possesses an objective basis for questioning the nature or sincerity of the religious belief, practice, or observance, the City may request that the Covered Person produce additional information to support their request for exemption.
6. Confidentiality of Vaccination Status and Records
The City will maintain the confidentiality of documentation and information regarding a Covered Person’s vaccination status and any request for exemption. The City will limit access to such documentation and information to those employed or retained by the City, such as the City’s Human Resources staff and individual employees’ immediate supervisors, with a need to know as provided by the American with Disabilities Act, the Confidentiality of Medical Information Act, California Civil Code section 56.20 (c), and other applicable local, state, or federal laws. ///
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DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009 6 7. Definitions
a) “Covered Persons”: Covered Persons are all City employees and volunteers (including interns or externs); all members of City Boards, Commissions, and Task Forces; and all contractors with whom the City, after the effective date of this policy, enters into contracts that will require them to visit or work in City facilities or interact with City residents or employees, b) COVID-19 Vaccine: A COVID-19 vaccine satisfies the requirement of this policy if the FDA has approved the vaccine’s use under either the EUA or BLA approval processes. Vaccines that currently meet this requirement include Moderna or Pfizer BioNTech (two-dose COVID-19 vaccine series) and Johnson & Johnson/Janssen (a single-dose COVID-19 vaccine). c) "Fully Vaccinated": A Covered Person is fully vaccinated if 14 days or more have passed from the date the Covered Person received the final dose of a two-dose COVID-19 vaccine series (Moderna or Pfizer BioNTech) or a single-dose COVID-19 vaccine (Johnson & Johnson/Janssen). This definition may be expanded should booster shots for the COVID-19 vaccines be required in accordance with guidance provided by the U.S. Centers for Disease Control (CDC), FDA, California Department of Public Health, or Los Angeles County Department of Public Health.
d) "Partially Vaccinated": A Covered Person is partially vaccinated if they have received at least one dose of a COVID-19 vaccine but do not meet the definition of fully vaccinated.
e) "Unvaccinated": A Covered Person is unvaccinated if they have not received any doses of COVID-19 vaccine or if their vaccination status is unknown.
_________________________________________ _____________________ John Jalili Date
Interim City Manager
8-23-21
DocuSign Envelope ID: 735D674B-47DD-4F9A-B16C-49F926C37009