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Contract No. 11613 (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 Advanced Problem Solving LLC (“APS” or “Consultant”), 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. APS represents to City that it is qualified to do business in California. APS further represents that it has the experience and expertise necessary to provide to City the contractual services set forth this Agreement.
C. On or about December 5, 2019, the City and APS entered into Contractual Services Agreement No. 10967 for APS to provide City with contractual services related to the development of video training curriculum for use by the Los Angeles Area Fire Chiefs Regional Training Group. Agreement No. 10967 is still active between the parties.
D. The City and APS desire to enter into this new Agreement for APS to provide City with additional contractual services related to the development of video training curriculum. This Agreement no. 11613 and agreement no. 10967 shall represent separate contractual obligations between the parties.
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 have an initial term of three (3) years (“Initial Term”). The City, at its option, may extend the term of this Agreement for two (2) additional one-year periods (“Option Years”) which, if exercised, shall run consecutively. The City shall give APS no less than thirty (30) days written notice of its intent to exercise its option to extend the term of this Agreement. This Agreement shall terminate upon the expiration of its term unless sooner terminated in accordance with Section
14. The term of this Agreement, including all Option Years, may not exceed five (5) years, and in no case shall last past December 31, 2029, upon which time the Agreement shall automatically terminate.
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2. Consultant Services. APS shall perform all of the services (“Services”) described in Exhibit A (Scope of Services). APS shall complete the Services in accordance with Exhibit B, (Budget). In addition, APS’s performance of the Services shall be consistent with all applicable federal grant reporting rules and requirements.
3. City Responsibilities.
3.1 City will make available to APS any materials or information in its possession reasonably necessary for APS to perform and provide the Services.
3.2 City shall designate a representative authorized to act on behalf of City.
3.3 City shall promptly review all correspondence submitted to it by APS and shall respond within a reasonable period of time.
4. Compensation. The City shall compensate APS for the Services performed by it and provided to City during the Initial Term in the amount of $1,250,000 as provided in Exhibit B. The total amount of compensation paid to APS under this Agreement shall at no time exceed $2,650,000.
5. Invoices. All work performed by APS under this Agreement must be itemized on invoices sent to the City. The invoices should describe all work performed by APS and should provide as much detail as possible. Such details should include, but are not limited to, the project start date and time, project milestones, actual work performed, and project completion date. In addition, APS shall invoice the City for the Services performed by it in accordance with Exhibit B and the City shall pay any undisputed amount within 30 days of receipt.
5.1 Invoices for the initial design phase of a training module shall include:
5.1.1 Design Phase for TDM "Module TBD" should include the following completed planning milestones: kick-off meeting; lesson design/validation meeting; and lesson design proposal.
5.1.2 Billing Milestone and approval of lesson design proposal. The documentation provided by APS for this billing milestone shall be a lesson design proposal document with the approval signature of the Lead SME and/or RTG Project Manager/Executive Director. SMFD Deputy Chief or their designee must also approve payment.
5.2 Invoices for final completed training module shall include:
5.2.1 Development Complete for TDM "Module TBD" should include the following completed planning milestones: lesson outline or draft build approved by lead SME and RTG Project Manager; video scripts approved by lead SME; finished videos approved by lead SME; and complete lesson package reviewed and approved by RTG Project Manager.
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5.2.2 The documentation to be provided by APS for this milestone is an approved signature by RTG Project Manager or RTG Executive Director. SMFD Deputy Chief or their designee must also approve payment.
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 Fire Department
City of Santa Monica
333 Olympic Drive, Second Floor
Santa Monica, California 90401
Attention: Tom Clemo – Deputy Fire Chief
Re: Contract No. 11613
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: Deputy City Attorney Ivan Campbell
Re: Contract No. 11613
6.2 All notices, demands, requests or approvals to APS:
Advanced Problem Solving LLC
310 N. Indian Blvd. #122
Claremont, CA 91711
Attention: David Andrews
Re: Contract No. 11613
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 APS or any of APS’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and APS and approved as to form by the City Attorney.
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9. Insurance. Prior to commencing work, APS 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 APS or APS’s agents, representatives, employees or subconsultants for the duration of this Agreement. APS 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 APS 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 APS or its employees, agents, officers, and subconsultants. APS’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 APS, its employees, agents or officers, or subconsultants; provided, however, that APS’s duty to defend, indemnify, protect and hold harmless the City shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding APS’s obligation to defend the City hereunder, the City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from APS, if City chooses to do so.
10.2 Enforcement Costs. APS agrees to pay 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 APS 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, hypothecate 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 APS or of any general partner or joint venturer or syndicate member of APS, if a partnership or joint venture or syndicate exists, which results in changing the control of APS, 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. APS, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates. An active federal SAM registration is required during the term of this Agreement.
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13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
14. Default and Termination.
14.1 If APS fails to perform, or refuses to perform, any of its obligations under this Agreement, and if such default is not cured—nor any efforts commenced by APS to reasonably cure—within a period of five (5) days after the City’s written notice of default specifying the nature of the default is sent to APS, the City may immediately terminate this Agreement upon written notice to APS.
14.2 Irrespective a default of this Agreement, the City has the option, at its sole discretion and without cause, of terminating this Agreement by giving APS ten days written notice. Upon termination of this Agreement, City will pay APS any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. APS shall comply with all applicable laws of the State of California and the United States, and all applicable laws and regulations enacted or issued by City.
16. Discrimination. APS 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. APS 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 APS 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. APS 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 APS must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. APS must clearly identify all records and make them readily accessible to the City. At the City’s request, APS must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3 APS must allow the City to inspect all work, data, and documents related to this Agreement. The City has the right to examine or audit APS’s records, and APS 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 APS, APS 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.
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19. Work Product; Reports.
19.1 Any work product prepared or caused to be prepared by APS or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by APS or any subconsultant pursuant to this Agreement may be made available to any individual or organization by APS without prior written approval by City.
19.2 At the City’s request, APS must furnish reports concerning the status of the Services.
20. Standard of Care. APS 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 APS’s industry.
21. Subconsultants.
21.1 If APS proposes to have any subconsultant perform any part of the Services, APS 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 APS will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between APS 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. 11613 (CCS) entered into between the City of Santa Monica and APS on^^____________________.
22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, is to govern this Agreement.
23. Venue and Jurisdiction. The City and APS agree that the Services will performed and provided to City in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
25. Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single document. Any signature to this Agreement Docusign Envelope ID: 183F2E7A-AFA2-4FD1-A263-F41A1D9268FD 12/23/2024
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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 Contract 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
ADVANCED PROBLEM SOLVING LLC
MULDER Corporation
#VENDOR
By:
________________________________
Docusign Envelope ID: 183F2E7A-AFA2-4FD1-A263-F41A1D9268FD DOUGLAS SLOAN City Attorney
David Andrews Principal
City Manager David White Nikima Newsome City Clerk
Exhibit A
Scope of Services
Personnel
APS shall make available the following personnel to provide to the City the Services required under this Agreement:
Contractor Project Manager: David Andrews
Lead instructional designer: Jay Bostwick
Video producer: Jessica Ristic
Video director: Eric Jackson
Content developer: Kerrie Dunn
Project Work Plan
The Scope of Work for this Agreement has four sections:
1. Training Content
2. Content Delivery
3. Project Support
4. General Requirements
Requirements for Training Content
APS shall produce six (6) to eight (8), depending on LAAFCA HSGP funding, online training lessons annually of approximately 30-60 minutes each on topics with Chemical, Biological, Radiological, Nuclear and Explosive (CBRNE) related content, and shall do so using an industry standard Learning Management System (“LMS”). APS shall also develop and make available the following:
• A high-quality, fast-paced introductory video showing 'what right looks like.' • A high-quality, fast-paced sample drill video showing a company from the Los Angeles Area performing the drill described in the drill plan accompanying the lesson. • A high-quality, fast-paced trailer video showing a condensed version of the 'what right looks like' video and the sample drill video.
• Videos shall incorporate high-quality graphics and motion graphics as appropriate.
Docusign Envelope ID: 183F2E7A-AFA2-4FD1-A263-F41A1D9268FD • Online lessons should be based on the “SCORM” (Sharable Content Object Reference Model) e-learning standard and should provide cognitive instruction on the subject matter.
• Post-lesson tests should also be based on SCORM and should assess the learner's mastery of core concepts covered in the online lesson.
• A drill plan outlining Terminal Learning Objectives (“TLO”) and Enabling Learning Objectives (“ELO”) for a hands-on drill associated with the cognitive lesson content covered in the online lesson."
In addition, the City may require either or both of the following in conjunction with each training delivery:
• Job aids as directed by the Regional Training Group (“RTG”) for development by the Contractor.
• Links to additional pre-existing resources as identified by the RTG.
Furthermore, the first delivery of training content shall be posted online within 4-6 months of the Execution Date, with subsequent deliveries of training content to be completed and posted at two-month intervals thereafter.
Online lessons shall be designed by professional instructional designers and developed in Articulate's Storyline 360. Storyline 360 should be also be based on the SCORM standard. Any lesson developed with this software should include the functionality of being capable of upload to any modern Learning Management System. Online lessons should generally last between 30 and 60 minutes. Online lesson topics will be decided by LAAFCA RTG and may include the following topics:
• Active Shooter
• After Action Reviews
• CBRNE and All Hazard Response
• Clandestine Labs
• Coordinated Response to Wildland Firefighting
• Interoperable Communications
• Managing a Hazardous Materials Incident
• MCI Communication
• MCI Triage
• Metro Rail Incident Response
• The Risk Management Process
Docusign Envelope ID: 183F2E7A-AFA2-4FD1-A263-F41A1D9268FD • Standards of Command
• Synthetic Opioids
• Transitional Attack
• Urban Seach and Rescue
• Unified Response to Violent Incidents
• Wind-Driven Brush Fires
Online lessons should also include the following components when possible:
• Scenario-based learning exercises, requiring users to apply general principles to realworld situations. • Speed bump questions (sometimes called "knowledge checks"), including detailed feedback depending on the user's response.
• Illustrative extracts from the "what right looks like" video. These extracts illustrate key learning points and demonstrate appropriate actions.
Online lessons should use professional voiceover actors for audio content as well as high quality graphics and motion graphics for visual effects.
For each online lesson, APS shall provide the City with SCORM-based post-tests. The posttests should incorporate the following features:
• 10 questions randomly selected from test banks of 15-20 questions each. • Randomized sequence of responses to each of these questions.
APS shall integrate drill plans for into the lessons with ELOs and TLOs consistent with the guidelines provided by State Fire Training. APS shall also prepare drill plan guidance materials for organizing and conducting drills on assigned topics; and, when applicable, APS shall also provide job aids to accompany the lessons.
The format and substance of the training content requirements may be modified to reflect changing grant requirements and/or changing needs of the RTG. In such cases the Contractor will be required to provide an equivalent work effort to what is described in the Training Content and Content Delivery description of the original RFP.
Content Delivery
APS shall make the first delivery of training content to the City by posting it online within 4-6 months of the Execution Date. Subsequent deliveries of training content by APS shall be posted online every two months starting after the first delivery and until all training content required under this Agreement is completed by APS. APS shall make all reasonable efforts to ensure that the lessons created for the RTG will remain accessible to end users using the latest versions of popular internet web browsers.
Docusign Envelope ID: 183F2E7A-AFA2-4FD1-A263-F41A1D9268FD APS shall provide an LMS for delivering training content to up to 10,000 end users (firefighters). APS shall also provide SCORM files containing the training content for those agencies electing not to use the LMS. The LMS developed by APS must have a user-friendly interface and should include the following features and functionality:
• APS’ LMS be device agnostic and be accessible from PC or Mac, tablet or smartphone. • APS' LMS should be able to include additional agency-specific content on each lesson topic to the LMS with content accessible only to those agencies' personnel. • APS’ LMS must have the ability to restrict access for certain content based on the end users' level of authorized privileges (e.g., Administration). The LMS should allow for the agency to designate one or more agency representatives as administrators within the agency's portal.
• APS’ LMS should allow for individual agencies to monitor the performance (access dates, completion rates, post-test scores) of their personnel. Instructors should have the ability to create live calendared training events and manage attendance at those events. • APS’ LMS should allow for performance reports to be available for review in real time as well as in the form of either weekly or monthly reports that can be generated and sent by email. Agency supervisors should be able to mark lessons viewed by their personnel as complete or as partially complete.
• APS' LMS should allow end users, upon completion of each course, to print a customized certificate with the name of the course, the end user's own name and agency affiliation, the date of course completion, and a transcript that lists the history of all course enrollments and completions.
• APS’ LMS must allow for all lessons and lesson completion records to be accessible for one year from the date that the last lesson is launched on the LMS. • APS’ LMS should provide each agency with its own customizable portal that is accessible only to that agency’s personnel and is able to have agency content uploaded to it.
Project Support
In support of the Services provided to the City under this Agreement, APS shall provide the following:
Docusign Envelope ID: 183F2E7A-AFA2-4FD1-A263-F41A1D9268FD • A lead instructional designer and instructional design team. These individuals will work with local Subject Matter Experts (SMEs) under the direction of the RTG Project Manager. These local SMEs will be identified by the RTG from the 30 agencies in Los Angeles Area Fire Chiefs Association (“LAAFCA”) to assist the Lead Instructional Designer in the development of scripts for the videos and the online lesson as well as other associated materials.
• A video producer and video production team. These individuals will produce videos based on video scripts developed by the instructional design team and approved by the RTG. The video producer will work with the RTG Project Manager, or with other personnel assigned by the RTG Project Manager, to coordinate with the LAAFCA agency fire crews that wilt be featured in the videos.
• A course developer and course development team. These individuals will produce online courses based on lesson scripts or storyboards developed by the instructional design team and incorporating media created by the video production team as well as other team members. The lessons will be developed in SCORM-based format using Articulate, Captivate, or a similar high-end program for creating online lesson content. • An LMS administrator and support team. These individuals will upload courses created under this contract to the Contractor's LMS and ensure that they remain accessible. They shall also provide SCORM-formatted versions of the courses and supporting materials for upload to existing LMS systems for those agencies electing not to use the Contractor's LMS.
• A project manager as the representative for APS (“APS Project Manager”). This individual will work in collaboration with the RTG Project Manager to ensure that timelines and quality standards are maintained to the RTG's satisfaction.
In addition, the APS Project Manager, lead instructional designer, video producer, course developer and LMS administrator should each be experienced in their respective fields of expertise, with appropriate professional credentials and experience performing identified above or other tasks that are substantially similar for a minimum of 3 years.
General Requirements
APS shall also adhere to, comply with, and fulfill the following requirements of the Services to be provided under this Agreement:
• APS shall provide excellent customer service to the RTG, City of Santa Monica Fire Department representative, as well as to the individual end users that use APS’ LMS. • At the request of the City, APS shall surrender and turn over to the City any and all content, curriculum, videos, training materials, or products related to, or produced by APS in conjunction with, the Services required under this Agreement. Said content and materials shall be the property of the LAAFCA.
Docusign Envelope ID: 183F2E7A-AFA2-4FD1-A263-F41A1D9268FD • If during the provision of the Services under this Agreement APS desires to hire additional and non-local SMEs to assist with the development of lesson content and associated materials, APS shall recruit and hire all non-local SMEs at APS’ own expense. The names and qualifications of all non-local SMEs must be submitted to the RTG Project Manager for review and approval prior to APS engaging the services of the non-local SME.
• The format and substance of the training content required by this Exhibit A – Scope of Services may be modified to reflect changing grant requirements and/or changing needs of the RTG. In such event APS shall provide an equivalent work product to what is described in this Scope of Services.
Docusign Envelope ID: 183F2E7A-AFA2-4FD1-A263-F41A1D9268FD Exhibit B
Budget
A. Annual cost of providing an LMS for up to 10,000 end users: $72,000 This cost includes the following (per the Scope of Work):
• Providing an LMS for delivering the training content to up to 10,000 end users (firefighters) from those LAAFCA agencies electing to use the Contractor’s LMS. • Providing SCORM files containing the training content for those agencies electing not to use the Contractor’s LMS.
B. Cost per lesson as described in the Scope of Work: $88,000 C. Total annual fee: A + (B x 6) = $600,000 (as an example if 6 modules are requested; amount may vary per the number of modules)
This per-lesson cost is for each of six (6) online training lessons annually of approximately 30-60 minutes each on topics with CBRNE-related content for delivery via an LMS.
This per-lesson cost will apply regardless of whether the format and/or substance of the training requirements remain as outlined in Exhibit A or are modified to reflect changing grant requirements and/or changing needs of the RTG, and provided that any such changes are limited to an equivalent work product as described in Exhibit A.
Notwithstanding the above, the City shall compensate APS for the Services performed by it and provided to City during the Initial Term in the amount of $1,250,000 and in accordance with this Exhibit B. The total amount of compensation paid to APS under this Agreement, even if extended by the parties pursuant to Section 1, shall at no time exceed $2,650,000.
Docusign Envelope ID: 183F2E7A-AFA2-4FD1-A263-F41A1D9268FD Exhibit C
Insurance Requirements
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: 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 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 Docusign Envelope ID: 183F2E7A-AFA2-4FD1-A263-F41A1D9268FD 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.
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 Consultant to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.
Claims Made Policies
1. If the Professional Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
Docusign Envelope ID: 183F2E7A-AFA2-4FD1-A263-F41A1D9268FD 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.
Docusign Envelope ID: 183F2E7A-AFA2-4FD1-A263-F41A1D9268FD