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Agreement No. 11424 (CCS)
CONTRACTUAL SERVICES AGREEMENT
This Contractual Services Agreement (“Agreement”), entered into as of _________________ (“Execution Date”), by and between the CITY OF SANTA MONICA (“City”), a California municipal corporation, and THE SALVATION ARMY (“Salvation Army”), is made with reference to the following:
RECITALS
A. The City is a municipal corporation duly organized and 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 and the Charter of the City.
B. Salvation Army is a California nonprofit religious corporation and represents to the City that it is qualified to do business, and is lawfully doing business, in the State of California. Salvation Army further represents that it has the background, knowledge, experience, and expertise necessary to provide the contractual services set forth in this Agreement.
C. On June 27, 2023, the Santa Monica City Council authorized the City Manager to negotiate and execute an agreement with the Salvation Army for contractual services that include supporting the City’s 311 Outreach effort and providing assistance to the City’s Homeless Liaison Program (“HLP”). This award was made as an exception to the competitive bidding process pursuant to SMMC Section
2.24.250(i), under the Local Emergency Order on Homelessness. Salvation Army was selected based on its past working relationship with the Police Department’s HLP team and its ability to respond in real-time, throughout the City, to assist with outreach and with direct transport to mental health and substance abuse programs.
D. The City and Salvation Army desire to enter into this Agreement for the Salvation Army to provide targeted outreach services to people experiencing homelessness within the City of Santa Monica that cannot be properly addressed by the HLP Team. Salvation Army will also provide immediate support and follow-up to 311 requests related to the homeless individuals it assists. Salvation Army will also assess individuals’ eligibility to become a Santa Monica Program Parctipiant (SMPP), and will connect individuals to resources that are appropriate for them.
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 2/6/2024
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NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement shall commence on the Execution Date and shall continue for a period of two (2) years, unless terminated earlier in accordance with Section
14. 2. Salvation Army Services. Salvation Army shall perform and provide to City all of the services (“Services”) described in Exhibit A, Scope of Services. Salvation Army will complete the Services in accordance with Exhibit B, Budget.
3. City Responsibilities. The City agrees that it will:
3.1 Make available to Salvation Army any materials or information reasonably required for its performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly review all correspondence submitted by Salvation Army and provide a response within a reasonably prompt period of time.
4. Compensation. The City shall compensate Salvation Army for the Services performed by it and provided to City in accordance with Exhibit B (Budget). The total amount of compensation paid to Salvation Army under this Agreement shall at no time exceed $446,250.
5. Invoices. Salvation Army shall invoice the City for the Services in accordance with the budget set forth in Exhibit B and the City shall 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:
Santa Monica Police Department
City of Santa Monica
333 Olympic Dr.
Santa Monica, California 90401
Attention: Lowell Watson
Re: Agreement No. 11424
with a copy to:
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 - 3 -
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: Ivan Campbell, Deputy City Attorney
Re: Agreement No. 11424
6.2 All notices, demands, requests or approvals to Salvation Army:
The Salvation Army
1533 4th Street
Santa Monica, CA 90401
Attention: Katrina Fleming
[email protected]
Re: Agreement No. <11424>
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 Salvation Army or any of Salvation Army’s agents, employees, or subcontractors, 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 Salvation Army, and approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, Salvation Army 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 Salvation Army or Salvation Army’s agents, representatives, employees or subconsultants for the duration of this Agreement. Salvation Army must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit F (Insurance Requirements and Verifications).
10. Defense and Indemnification.
10.1 Salvation Army 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 act, errors, and/or omissions of Salvation DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 - 4 -
Army, or Salvation Army’s employees, agents, officers, and subcontractors.
Salvation Army’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 Salvation Army, its employees, agents or officers, or subcontracors; provided, however, that Salvation Army’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 Salvation Army’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Salvation Army, if City chooses to do so.
10.2 Enforcement Costs. Salvation Army 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 Salvation Army 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 Salvation Army or of any general partner or joint venturer or syndicate member of Salvation Army, if a partnership or joint venture or syndicate exists, which results in changing the control of Salvation Army, 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. Salvation Army, 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 Salvation Army 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 DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 - 5 -
may immediately terminate this Agreement by written notice to Salvation Army.
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 Salvation Army. Upon termination of this Agreement, City shall pay Salvation Army any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. Salvation Army 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. Salvation Army 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. Salvation Army 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 Salvation Army 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, subcontractor costs, or other direct costs. Salvation Army 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 Salvation Army must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Salvation Army must clearly identify all records and make them readily accessible to the City. At the City’s request, Salvation Army must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3 Salvation Army must allow the City to inspect all work, data, documents, related to this Agreement. The City has the right to examine or audit Salvation Army’s records, and Salvation Army 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 Salvation Army, Salvation Army 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 Salvation Army or any subcontractor for this Agreement will be the exclusive property of City.
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 - 6 -
No work product given to or prepared by Salvation Army or any subcontractor pursuant to this Agreement may be made available to any individual or organization by Salvation Army without prior written approval by City.
19.2 At the City’s request, Salvation Army must furnish reports concerning the status of the Services.
20. Standard of Care. Salvation Army 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 Salvation Army’s profession currently practicing in the same locality under similar conditions.
21. Subcontractors.
21.1 If Salvation Army proposes to have any subcontractor perform any part of the Services, Salvation Army must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subcontractor, 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 Salvation Army will be responsible for the quality of any subcontractor’s work. Every subcontract or agreement of any kind entered into between Salvation Army and any subcontractor (or between any subcontractor and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. 11424 (CCS) entered into between the
City of Santa Monica and Salvation Army
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 Salvation Army 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 DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 2/6/2024
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accrued prior to termination of this Agreement will survive termination of this Agreement.
25. Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single agreement.
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 Client Tracker
Exhibit D Grievance Policy & Form
Exhibit E Indirect Cost Rate Agreement
Exhibit F Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
ATTEST:
______________________________
NISMoE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
Salva
#VENDOR
By:
________________________________
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 City Attorney
DOUGLAS SLOAN
J. Koebel; Captain
Divisional Secretary for Business
City Manager
David White
Interim City Clerk
Nikima Newsome
Exhibit A
Scope of Services
The Salvation Army’s Hope Team will provide immediate support and follow-up to 311 requests that are related to providing services to people experiencing homelessness. These requests will be directed to Salvation Army staff from the Santa Monica Police Department’s (SMPD) Homeless Liaison Program (HLP) team. In the absence of 311 requests, the program will still conduct street outreach operations at the direction of SMPD. The Salvation Army’s Hope Team will provide a critical community need by providing targeted outreach services to people experiencing homelessness within the City of Santa Monica that cannot be addressed by the HLP team. When conducting outreach, The Salvation Army will assess participants, determine if the individuals are Santa Monica Program Participant (SMPP) eligible, and connect them to resources that are most appropriate for them.
The Program will work alongside HLP officer’s in conducting monthly outreach, livability operations as directed and planned by the HLP team, and conduct any other targeted outreach as directed by SMPD. When conducting these operations, Salvation Army staff will work to engage clients, collect demographic information, determine what services are most appropriate for those engaged, and conduct the appropriate follow-up as necessary.
Services will be delivered to people on the street, or wherever the person experiencing homelessness is staying. Participants will be asked a series of questions to determine their origins of homelessness, basic demographic information, and other project intake forms as needed dependent on the needs of the client. The primary population that will be served are people experiencing homelessness that have been identified as needing homelessness services via 311 requests.
Contractual Services provided under this Agreement by the Salvation Army shall Include:
• Peer Support
• Case Management
• Substance Use Disorders intervention
• 311 Responsiveness
• Homeless Liaison Program Operations Assistance
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 • Motivational Interviewing
• Trauma-Informed Care
• Referral /transportation to Interim Housing beds*
• Referral /transportation to Drug and Alcohol Rehabilitation* • Document Readiness services
• Skills Training referral services
• Transportation Assistance
• Mental Health Assessment referral
*Based on eligibility and availability
The Hope Team will aim to provide a same day response to 311 and HLP team requests and will communicate expected response time to HLP team within 24 hours when same day response is not possible.
Programmatic data will be tracked utilizing the City of Santa Monica’s HMIS database. Service Point Data collected by the program is intended to document evidence-based practices that measure outcomes such as the number of clients engaged, clients who are enrolled in Salvation Army services, clients who are connected to supportive medical or behavioral health services, and clients who enter an interim or permanent housing opportunity.
Every client who is engaged in the field will be documented by program staff using a client tracker form (Exhibit C) that details the delivery of services provided. This tracker form will be submitted monthly to the City of Santa Monica for the ongoing evaluation of how the program is performing.
Every program participant, volunteer, or staff person will follow the Grievance Procedures listed in Exhibit D – Grievance Policy and Form.
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 Basic Staffing Plan
* Schedule is flexible with prior notification for occasional 311/HLP Team operations
** Schedule is flexible for 311/HLP Team operations
All other staff available during office hours for
supportive services.
Sunday Monday Tuesday Wednesday Thursday Friday Saturday Administration- James and
Katrina Fleming 9-1pm 8am430pm
8am430pm8am430pm8am430pm
Pantry Staff 6am9am
8am430pm8am430pm8am430pm8am430pm
Noah Weiner TBD TBD TBD TBD TBD TBD TBD
Outreach Coordinator
Sandra Gutierrez* 9-1pm 8am430pm
8am430pm8am430pm8am430pm
Outreach Administrative
Assistant
Jean Barahona*
8am430pm8am430pm8am430pm8am430pm8am430pm
311 Case Manager -
Jesus Flores**
8am430pm 1-9pm 8am430pm 1-9pm 8am430pm
311 Team x2 ** 5am-2pm 1pm-9pm 5am-2pm 1pm-9pm 8am430pm Intervention Strategist
Micayla Burnes
9am1pm 2pm-5pm 5pm-9pm
Volunteer Support
6am -
9am
(On-site
11am-1pm
(On-site
5pm - 9pm
(Onsite
11am-1pm
(On-site
5pm - 9pm
(Onsite
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 Meal
Support)
Meal
Support)
Meal
Support)
Meal
Support)
Meal
Support)
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 Exhibit B
Budget
The total amount of compensation paid to Salvation Army under this Agreement shall at no time exceed $446,250. Annual City expenditures are shown under the “SM Grant Budget” column.
TOTAL
PROGRAM
BUDGET
SM GRANT
BUDGET
NON-CITY
PROGRAM
BUDGET
1A. Staff Salaries
$
468,594
$
125,632
$
342,962
1B. Staff Fringe Benefits
$
128,477
$
54,405
$
3,280
2. Consultant Services
$
-
$
-
$
-
3. Operating Expenses
$
17,450
$
985
$
9,465
4. Direct Client Support
$
79,152
$
6,000
$
73,152
5. Other
$
-
$
-
$
-
6. Indirect Administrative
Costs
$
103,938
$
29,103
$
74,835
7. TOTAL BUDGET
$
797,611
$
223,125
$
573,694
Salvation Army shall invoice the City for the services monthly. Each invoice must include itemized receipts for item purchases, payroll data, and payroll summary. The City shall pay any undisputed amount within 30 days of receipt.
Indirect Costs must comply with the Indirect Cost Rate Agreement (Exhibit E) that details the rates approved by the Federal Government in this agreement.
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 Exhibit C
Program Tracker
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6
CITY OF SANTA MONICA
FY 2023-24 Program Evaluation Chart
Output Total client engagements 1,500 engagements HMIS/Monthly Reports
Output Total number of 311 requests assigned to
outreach team 450 requests HMIS/Monthly
Reports
Output Total number of HLP directed
enforcement/outreach operations 50 operations HMIS/Monthly Reports
Outcome Assigned 311 requests that did not require
HLP team intervention 90% HMIS/Monthly
Reports
Outcome Total number of participants who receive
case management services 360 individuals HMIS/Monthly
Reports
Outcome Unhoused participants placed in permanent
housing 80 individuals HMIS/Monthly
Reports
Outcome Total permanent housing Project
Homecoming placements. 80 individuals HMIS/Monthly
Reports
Outcome Unhoused participants placed in interim
housing 120 individuals HMIS/Monthly
Reports
Output
Total assessments for medical, mental
health/psychiatric, substance use disorder
services
360 individuals HMIS/Monthly
Reports
Outcome Participants will receive mental health
services 40 individuals HMIS/Monthly
Reports
Outcome Participants will receive substance use
disorder services 40 individuals HMIS/Monthly
Reports
Please complete the Program Evaluation Chart with the information below:
1. List the output indicators produced by the program. Outputs are defined as numbers or amounts served and are quantitative in nature.
2. List the outcome indicators that will measure attainment of the program goals. Outcomes should demonstrate program impact on meeting the priorities and/or needs stated in your Program Plan (Exhibit A) and how effectively the program will meet its identified goals. The strongest outcomes are based on measurable data sets, not anecdotal or casual self-reports of behavior change.
3. Documentation Method. Describe the tools and methods used to measure the achievement of outputs and outcomes specified below. Examples of strong indicators include report cards, pre- and post-tests, clinical assessments, and databases. Programs should utilize objective, standardized measurement tools, databases, and methodologically sound measurement techniques in comparison to anecdotal or highly subjective methods.
Service Category/
Program Goal Indicator Type Indicator Description Annual Target Documentation Method
3 Access Medical and
Behavioral Health
Services
Obtain
Interim/Permanent
Housing
2 1 Homeless Liaision
Program Support
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 Last Name First Name Where did client first become homeless? Where was client's last permanent housing? Where is client currently living or staying? When did current stay in city begin? Where did client live before coming to Santa Monica? Santa Monica History of Homelessness ‐ All HMST Clients DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 Date Client Name (First, Last)
Length of
Session
(Minutes)
Activity Status
(Engaged,
Enrolled)
How was client
identified? (311, HLP
op, street outrach)
Linkage to
Medical
Specialist
Linkage to
Substance
Abuse
Service
Mental
Health
Service
Provided
Document
Assistance
Benefits
Assistance
Case
Management
Service
Provided
Housing Case
Management
Service
Outreach search
without contact
Interim
Housing
Placement
Permanent
Housing
Placement
Step Court
Referral
Client Interaction Log (When you meet with the client, what is happening ? Document all services as they apply) Service Provided
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 Exhibit D
Grievance Policy & Form
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 Grievance Procedures
If you have a concern with a program participant, volunteer, or staff person that you feel you cannot resolve you should feel free to tell someone about it.
1. Discuss the full issue with that person, seeking a fair resolution.
2. If unresolved, request and fill out a Grievance Form or submit it in writing, to be turned into the front desk or Corps Officer. We encourage Participants to submit written grievance as soon as possible after the concern has been identified. However, grievances are accepted at any time.
3. Grievances can be submitted in the following ways
a. A Participant can turn in a grievance form to a staff member and ask that the staff sign the grievance form to show it has been turned in, give a copy to the participant, seal the form in an envelope and give the Corps Officer. a. A completed grievance form can be emailed to
[email protected].
b. In all cases these can be put into a sealed envelope and seen only by the Corps Officer. If a there is further legal action the filled out form can be used in a court of law.
4. Staff can help the Participant fill out the form if reading and writing creates a barrier to the grievance process. Any staff member may help fill out the form, or a Participant can ask to do so with a supervisor.
5. The Corps Officer will review grievance and take any necessary action within 3 working days of submittal and notify aggrieved of outcome.
6. Participants will be told, in writing, about the procedures they should follow if they wish to appeal the result of the grievance.
7. If a Participant asks for an appeal, the Corps Officer will involve their leadership team at divisional headquarters.
8. If the complainant wishes to withdraw a complaint or that no action be taken, that wish must be formalized in writing by the complainant.
THE SALVATION ARMY
Santa Monica Homeless Outreach
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6
PARTICIPANT GRIEVANCE FORM
To: Corps Officer
From: __________________________________________________Date:_______________ Please list in detail all the reasons for your grievance in response to Salvation Army Santa Monica’s policies or staff. What is the problem? When did it happen? Please use specific dates, times, places, names etc. Attach copies of any documents or any material that support your grievance.
___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ Participant Signature: __________________________________Date: ___________ You may return your form to a any staff or the Corps Officers. You may email your completed form to [email protected] or You may mail your completed form to 1533 4th St. Santa Monica CA 90405 Attn: Corps Officer DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 Exhibit E
Indirect Cost Rate Agreement
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 Exhibit F
Insurance Requirements
Contractor 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 Contractor, 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 Contractor has no owned autos, Code 8 (hired) and Code 9 (nonowned), with limits of no less than $2,000,000 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 Contractor’s profession with limits of no less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate.
If the Contractor maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to the broader coverage or 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
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6
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 Contractor 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 Contractor’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37). b. Primary Coverage: For any claims related to this Agreement, the Contractor’s insurance shall be primary coverage as least as broad as Insurance Services Office 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 Contractor’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: Contractor hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Contractor may acquire against the City of Santa Monica by virtue of payment of any loss.
Contractor 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.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all work performed by the Contractor, its employees, agents and subcontractors.
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 Contractor 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 name insured or the City of Santa Monica.
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 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.
Verification of Coverage
Contractor 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 Contractor’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 Contractor, 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 Contractor resulting from said breach.
Subcontractors
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6 Contractor 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 Contractor does not have employees. The Contractor must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.
DocuSign Envelope ID: D2CF857A-D68A-4CFD-9E8C-7FAFAEAEAAE6