Surf Camera RFP.pdf

THE CITY OF SOLANA BEACH IS REQUESTING QUALIFICATIONS

AND PROPOSALS FOR CLOSED CIRCUIT SURF MONITORING

CAMERA SYSTEM

NOTICE INVITING PROPOSALS

The City of Solana Beach (“City”) is seeking proposals from qualified firms to provide a professional cloud-based environmental monitoring camera system. The primary objective of this project is to monitor the local water environment for observational and research purposes. This system is not intended for security or surveillance but rather for the continuous collection of environmental data. This project aligns with the City’s prior surf monitoring initiatives, including the collaboration with the U.S. Army Corps of Engineers (USACE) for the Coastal Storm Damage Reduction Project.

If you are interested in providing these services to the City, for the above referenced project, please submit the necessary information regarding your firm, as outlined below, to the City of Solana Beach IT Department, 635 South Highway 101, Solana Beach, California 92075, by Thursday, MAY 22 , 2025, at 4:30 p.m. Proposals may be submitted via U.S. mail to Solana Beach City Hall or by electronic mail (preferred method). The electronic mail address is sbadmin@cosb.org. If you have any questions, please contact the City of Solana Beach’s City IT Department at (858) 720-2404 or by electronic mail.

INFORMATION FOR SUBMITTING PROPOSALS

Pursuant to Solana Beach Municipal Code §3.08.140, the City reserves the right to reject any and all proposals and to waive any irregularities or informalities in proposals received.

All proposals must include pricing reflecting rates as they would be applied to services in numerical figures as well as narrative format.

Individuals Proposing If an individual or the individual owner of a privately held business proffers the proposal, the individual/owner’s name and current street address must be provided on the proposal.

Proposals on Behalf of a Partnership If the proposal is made on behalf of a firm or partnership, the company name and/or general partner’s name must be provided on the proposal form along with the street address of the business.

CITY OF SOLANA BEACH

635 SOUTH HIGHWAY 101SOLANA BEACH, CA 92075(858)

720-2400FAX (858) 755-1782

www.ci.solana-beach.ca.us mailto:sbadmin@cosb.org

Request for Qualifications/Proposals Surf Monitoring Camera Services Due Date: May 22, 2025

Proposals on Behalf of Corporation If the proposal is made on behalf of a corporation, the proposal must include the State under the laws of which the corporation was incorporated, and the name, titles, and business addresses of the president, secretary, and treasurer of the corporation.

AWARDING OF CONTRACT

Pursuant to Solana Beach Municipal Code §3.08.140, the City reserves the right to award the contract to the most qualified individual, partnership or corporation submitting qualifications and proposals based on demonstrated competence and professional qualifications necessary for the satisfactory performance of the services required as well as the cost of the service. After the review of the qualifications and proposals and if appropriate, a short list of consultants may be prepared for the purpose of conducting interviews. A review panel will interview the consultants on the short list or may choose to pursue a contract with a consultant without interviews. A contract award, if made, will be made based on the suitability of the services offered as determined by the City’s IT Director, City Manager and/or City Council.

COMPENSATION

Consultant shall pay employees in accordance with California State Labor Code, Department of Industrial Relations, and/or California Code of Regulations, “prevailing wage,” for position classifications that require prevailing wage compensation. When Consultant is required to pay prevailing wage compensation (as prescribed by the California Labor Code for San Diego County), Consultant shall submit certified payroll records upon request.

PROPOSAL REQUIREMENTS

1. Background: Provide a description of your firm's background and qualifications to perform the various items of work included in the request for qualifications/proposals and associated scope of work.

2. Firm's Experience: Provide a list of similar projects that your firm has completed on behalf of similarly situated clients (local agencies) in the past five years. Include the name of the local agency and a contact for each project.

3. Staff’s Experience: Provide resumes describing the qualifications of the staff who will be working on this project. Provide a list of similar projects and clients that your proposed design engineer has completed in the past five years.

4. Sub-consultant’s Experience: Provide a list of all proposed sub-consultants, their backgrounds, qualifications, and degree of involvement, if applicable.

5. Project Understanding: Provide a complete Scope of Work required to perform the work associated with this project. Acknowledging and modification of the enclosed Preliminary Scope of Work (Exhibit A) as necessary is acceptable to show understanding.

6. Fee Schedule: Include a time and material fee schedule for this project. The fee schedule should be broken into line items for the various rates/ items of work that could apply to the work identified in the Preliminary Scope of Work (Exhibit A). One lump sum proposal will not be accepted. Also include a current fee schedule that indicates any standard fees that apply for service calls.

Enclosed are several items to assist with the preparation of your proposal. Exhibit A is a Preliminary Scope of Work for your consideration. Exhibit B is a sample standard city professional services agreement (PSA) for your review. Should your firm be selected, a similar PSA will be executed utilizing the City’s template. You must note any exceptions and additions to the PSA in your proposal. Failure to include any exceptions or additions or a statement that no changes are requested may be grounds for rejection of the proposal. Exceptions not noted in the submittal but brought up later may not be considered by the City. There is no guarantee that any exceptions will be accepted by the City. The City requests all proposals to include firms agreements for review as well.

If the submittal is made electronically (preferred method), then the electronic submittal is sufficient. If the submittal is a hardcopy, then please submit two copies.

EXHIBIT A: Preliminary Scope of Work EXHIBIT B: Standard Professional Services Agreement

SUBMITTAL OF STATEMENT OF QUALIFICATIONS & PROPOSAL

Please submit your Statement of Qualifications and Proposal to the City of Solana Beach (Attention: IT Department) via email at sbadmin@cosb.org or to the following address:

City of Solana Beach Attention: IT Department 635 S. Highway 101 Solana Beach, CA 92075

All Submittals must be received by the City no later than 4:30 PM on Thursday, May 22, 2025.

Proposals must address all aspects of the scope of work outlined in this RFP. Consultant may seek clarifications through email for any questions related to the project.

mailto:sbadmin@cosb.org

EXHIBIT A:

Preliminary Scope of Work

The City is soliciting proposals for the maintaining of our camera system, ensuring cameras and video recording are continuously online and preserved accordingly.

The City invites qualified Consultants to submit proposals for private beach camera services:

1. Preservation and maintenance of existing HD Camera systems with asset replacement as needed.

2. Preservation and maintenance of cloud-based NVR and retaining all video recordings for 2 years. Recordings include 3 hours of recorded data a day at specific time intervals (sunrise, noon, and sunset).

3. The system shall be a closed circuit solution, accessible only to designated City personnel via individual, role-based accounts. Public access is not permitted, and all access must be securely authenticated.

MINIMUM REQUIREMENTS FOR CITY CAMERA PROJECT

Project Overview

The selected vendor shall be responsible for surf camera system services associated with the proposal options listed above.

Project Timetable

The City is seeking professional services to commence on or about July 01, 2025 for the following City Facilities listed below:

1. City Hall, located at 635 South Highway 101, Solana Beach, CA

2. Marine Safety Center, located at 111 S Sierra Ave, Solana Beach, CA

3. Del Mar Shores Tower, located at 180 Del Mar Shores Terrace, Solana Beach, CA

4. Tide Park Tower, located at 302 Solana Vista Drive, Solana Beach, CA

1. Camera Specifications o High-resolution cameras capable of providing clear imaging of water conditions.

o Weather-resistant and durable for continuous outdoor operation.

o Ability to capture real-time video and images in varying light and weather conditions.

2. Cloud-Based Storage and Access o Cameras must be pre-programmed to record at designated times/intervals.

Recordings must take place in the morning and late afternoon period for at least 30 minutes each.

o All camera data must be stored in a secure cloud environment.

o The system must support continuous storage and retrieval of data for a minimum of two (2) years.

o Cloud storage must comply with industry best practices for data protection and redundancy.

o The system should align with existing cloud storage solutions, Arcules gateway, used in previous initiatives, or similar system.

3. System Accessibility o Authorized users must have secure, remote access to live and archived footage.

o The system must support multiple user roles with controlled access permissions.

o Data retrieval must be efficient, allowing for easy review and download of specific time frames.

4. Installation and Maintenance o Vendor will install all necessary hardware and ensure proper functionality.

o Routine maintenance and troubleshooting support must be provided.

o Vendor must ensure high system uptime with rapid response times for any technical issues.

o The system should integrate with the City’s existing infrastructure, including camera placements at Marine Safety Headquarters at Fletcher Cove, the Tide Beach Park satellite lifeguard station, and the Del Mar Shores Beach satellite lifeguard station, as established in previous monitoring projects.

5. Current system specifications:

The City’s current equipment specifications are:

o (3) Hanwha XNP-9300RW PTZ camera, 4K o (3) Network switch, 8 port o (1) Network switch, 24 port o (6) SFP single mode 20KM Gigabit ethernet o Arcules gateway, edge cloud with 3.75TB usable space.

Proposal Requirements

Interested vendors must submit a proposal including the following:

1. Company background, experience, and relevant project history.

2. Detailed system design and equipment specifications.

3. Cloud storage solution, security protocols, and compliance details.

4. Implementation timeline and project milestones.

5. Cost breakdown, including installation, cloud storage, and ongoing maintenance.

6. References from previous clients with similar projects.

Evaluation Criteria:

The evaluation and selection process will be based upon consideration of a variety of factors as described below. The City will evaluate and may interview the highest-ranked Proposer(s).

Emphasis will be placed on the following factors to select the most qualified Proposer(s):

1. Qualifications and Experience

2. Availability and Approach

3. Client References

4. Cost

5. Interview (if necessary)

Selection by the City shall be based on demonstrated competence and on the professional qualifications necessary for the satisfactory performance of the services required and shall not be awarded solely based on cost.

EXHIBIT B:

Standard Professional Services Agreement

The City intends to enter into a professional service agreement (PSA) for Surf Monitoring Camera Services with the selected qualified firm. The contract will be for a period of three

(3) years with the option to extend the agreement for two (2) additional one-year periods.

The City anticipates the commencement of this agreement to occur on or around July 01, 2025.

Sample Professional Service Agreement

Below is the City’s PSA template for your review. Should your firm be selected, a similar PSA will be executed utilizing this template. You must note any exceptions and/or additions to the PSA in your proposal. Failure to include any exceptions and/or additions or a statement that no changes are requested may be grounds for rejection of the proposal. Exceptions not noted in the submittal but brought up later may not be considered by the City. There is no guarantee that any exceptions will be accepted by the City. The City requests all proposals to include firms agreements for review as well.

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SD #4877-7339-9352 v2

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City of Solana Beach

PROFESSIONAL SERVICES AGREEMENT

FOR

This Professional Services Agreement (“AGREEMENT”) is made and entered into this ______ day of July, 2025 by and between the CITY OF SOLANA BEACH, a municipal corporation (“CITY”), and, [INSERT CONSULTANT LEGAL NAME a INSERT CONSULTANT ENTITY TYPE (e.g, California corporation)], (“CONSULTANT”) (collectively “PARTIES”).

WHEREAS, the CITY desires to employ a CONSULTANT to furnish DESCRIPTION OF

PROFESSIONAL SERVICES (“PROFESSIONAL SERVICES”) for [PROJECT DESCRIPTION]

(“PROJECT”); and

WHEREAS, the CITY has determined that CONSULTANT is qualified by experience and ability to perform the services desired by CITY, and CONSULTANT is willing to perform such services; and

WHEREAS, CONSULTANT will conduct all the work as described and detailed in this

AGREEMENT to be provided to the CITY.

NOW, THEREFORE, the PARTIES hereto mutually covenant and agree with each other as follows:

1. PROFESSIONAL SERVICES.

1.1. Scope of Services. The CONSULTANT shall perform the PROFESSIONAL SERVICES as set forth in the written Scope of Services, attached as Exhibit “A” Scope of Services and Fee, at the direction of the CITY. CITY shall provide CONSULTANT access to appropriate staff and resources for the coordination and completion of the projects under this AGREEMENT. For all work to be performed on site in the City, the CITY and CONSULTANT agree that the CONSULTANT’s work on the Scope of Services begins when the CONSULTANT arrives on site and terminates when the CONSULTANT leaves the site. Travel time to and from project site shall not be considered time on the job or compensated by the CITY.

1.2. Project Coordinator. The IT Director is hereby designated as the Project Coordinator for CITY and will monitor the progress and execution of this AGREEMENT. CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this AGREEMENT for CONSULTANT. [Insert Name and/or Title] is hereby designated as the Project Director for CONSULTANT.

1.3. City Modification of Scope of Services. CITY may order changes to the Scope of Services within the general scope of this AGREEMENT consisting of additions, deletions, or other revisions. If such changes cause a change in the CONSULTANT’s cost of, or time required for, completion of the Scope of Services, an equitable adjustment to CONSULTANT’s compensation and/or contract time shall be made, subject to the CITY’s approval. All such changes shall be authorized in writing, executed by the PARTIES.

2. DURATION OF AGREEMENT.

2.1. Term. The term of this AGREEMENT shall be for a period of three (3) years beginning from the date of execution of the AGREEMENT. Time is of the essence in the performance of work under this AGREEMENT, unless otherwise specified.

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2.2. Extensions. If marked, the CITY shall have the option to extend the AGREEMENT for two

(2) additional one (1) year periods or parts thereof for an amount not to exceed [DOLLAR AMOUNT BASED ON NEGOTIATED TERMS per AGREEMENT year. Extensions shall be in the sole discretion of the City Manager and shall be based upon CONSULTANT’s satisfactory past performance, CITY needs, and appropriation of funds by the City Council. The CITY shall give written notice to CONSULTANT prior to exercising the option.

2.3. Delay. Any delay occasioned by causes beyond the CONSULTANT’s control may merit an extension of time for the completion of the Scope of Services. When such delay occurs, CONSULTANT shall immediately notify the Project Coordinator in writing of the cause and the extent of the delay, whereupon the Project Coordinator shall ascertain the facts and the extent of the delay and grant an extension of time for the completion of the PROFESSIONAL SERVICES when justified by the circumstances.

2.4. City’s Right to Terminate for Default. Should CONSULTANT be in default of any covenant or condition hereof, CITY may immediately terminate this AGREEMENT for cause if CONSULTANT fails to cure the default within ten (10) calendar days of receiving written notice of the default.

2.5. City’s Right to Terminate without Cause. Without limiting its rights in the event of CONSULTANT’s default, CITY may terminate this AGREEMENT, without cause, by giving written notice to CONSULTANT. Such termination is effective upon receipt of the written notice.

CONSULTANT shall be compensated for all effort and material expended on behalf of CITY under the terms of this AGREEMENT, up to the effective date of termination. All personal property remaining in CITY facilities or on CITY property thirty (30) days after the expiration or termination of this AGREEMENT shall be, at CITY’s election, considered the property of CITY.

3. COMPENSATION.

3.1. Total Amount. The total cost for all work described in the Scope of Services and Fee (Exhibit “A”) shall not exceed NEGOTIATED DOLLAR AMOUNT per year without prior written authorization from CITY. CONSULTANT shall bill the CITY for work provided and shall present a written request for such payment monthly.

3.2. Additional Services. CITY may, as the need arises or in the event of an emergency, request additional services of CONSULTANT. Should such additional services be required, CITY and CONSULTANT shall agree to the cost prior to commencement of these services.

3.3. Costs. Any costs billed to the CITY shall be approved in writing in advance and in accordance with any terms negotiated and incorporated herein as part of Exhibit “A” Scope of Services and Fee.

4. INDEPENDENT CONTRACTOR.

4.1. CONSULTANT is, for all purposes arising out of this AGREEMENT, an independent contractor.

The CONSULTANT has and shall retain the right to exercise full control and supervision of all persons assisting the CONSULTANT in the performance of said services hereunder, the CITY only being concerned with the finished results of the work being performed. Neither CONSULTANT nor CONSULTANT’s employees shall in any event be entitled to any benefits to which CITY employees are entitled, including, but not limited to, overtime, retirement benefits, workers’ compensation benefits, injury leave, or other leave benefits. CONSULTANT is solely responsible for all such matters, as well as compliance with social security and income tax withholding and all other regulations and laws governing such matters.

4.2 PERS Eligibility Indemnification. In the event that CONSULTANT’s employee providing services under this AGREEMENT claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS of the CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY from such claims and for the payment of any employer and employee contributions for PERS benefits on behalf of

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08196-0001 the employee as well as for payment of any costs (including attorney fees and costs), and penalties and interest on such contributions which would otherwise be the responsibility of the CITY. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, CONSULTANT’s employees providing service under this AGREEMENT shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation and benefit including but not limited to eligibility to enroll in PERS as an employee of CITY and entitlement to any contributions to be paid by CITY for employer contributions and/or employee contributions for PERS benefits.

4.3 Limitation of CITY Liability. The payment made to CONSULTANT pursuant to this AGREEMENT shall be the full and complete compensation to which CONSULTANT and CONSULTANT’s officers, employees, agents and subcontractors are entitled for performance of any work under this AGREEMENT. Neither CONSULTANT nor CONSULTANT’s officers or employees are entitled to any salary or wages, or retirement, health, leave, or other fringe benefits applicable to employees of the CITY. The CITY will not make any federal or state tax withholdings on behalf of CONSULTANT. The CITY shall not be required to pay any workers’ compensation insurance on behalf of CONSULTANT.

4.4 Indemnification for Employee Payments. CONSULTANT agrees to defend and indemnify the CITY for any obligation, claim, costs (including attorney fees and expert costs), suit or demand for tax, retirement contribution including any contribution to the PERS, social security, salary or wages, overtime payment, or workers’ compensation payment which the CITY may be required to make for work done under this AGREEMENT.

4.5 The provisions of this section 4 are continuing obligations that shall survive expiration or termination of this AGREEMENT.

5. STANDARD OF PERFORMANCE.

While performing the PROFESSIONAL SERVICES, CONSULTANT shall exercise the reasonable professional care and skill customarily exercised by reputable members of CONSULTANT’s profession practicing in the metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise.

6. WARRANTY OF CONSULTANT’S LICENSE.

CONSULTANT warrants that CONSULTANT is properly licensed with the applicable government agency(ies) for any PROFESSIONAL SERVICES that require a license. If the CONSULTANT lacks such license, this AGREEMENT is void and of no effect.

7. AUDIT OF RECORDS.

7.1. At any time during normal business hours and as often as may be deemed necessary the CONSULTANT shall make available to a representative of CITY for examination all of its records with respect to all matters covered by this AGREEMENT and shall permit CITY to audit, examine and/or reproduce such records. CONSULTANT shall retain such financial and program service records for at least four (4) years after termination or final payment under this AGREEMENT.

7.2. The CONSULTANT shall include the CITY's right under this section in any and all of their subcontracts, and shall ensure that these sections are binding upon all subcontractors.

8. CONFIDENTIALITY AND SECURITY.

8.1. Confidential Work Product. All professional services performed by CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, research and estimates compiled or composed by CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the CITY, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the CITY. This provision does not

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08196-0001 apply to information that (a) was publicly known, or otherwise known to CONSULTANT, at the time that it was disclosed to CONSULTANT by the CITY, (b) subsequently becomes publicly known through no act or omission of CONSULTANT or (c) otherwise becomes known to CONSULTANT other than through disclosure by the CITY. Except for any CITY-approved subcontractors, neither the documents nor their contents shall be released to any third party without the prior written consent of the CITY. The sole purpose of this section is to prevent disclosure of CITY’s confidential and proprietary information by CONSULTANT or subcontractors.

8.2. Confidentiality. Both PARTIES recognize that their respective employees and agents, in the course of performance of this AGREEMENT, may be exposed to confidential information and that disclosure of such information could violate the rights of private individuals and entities, including the PARTIES and third parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law, and all other information protected by applicable law (“Confidential Information”). The party receiving Confidential Information (“Receiving Party”) of the other (“Disclosing Party”) shall not, and shall cause its employees and agents who are authorized to receive Confidential Information, not to use Confidential Information for any purpose except as necessary to implement, perform or enforce this AGREEMENT or comply with its legal obligations. Receiving Party will use the same reasonable efforts to protect the Confidential Information of Disclosing Party as it uses to protect its own proprietary information and data. The Receiving Party will not disclose or release Confidential Information to any third person without the prior written consent of the Disclosing Party, except for where required by law or for authorized employees or agents of the Receiving Party. Prior to disclosing the Confidential Information to its authorized employees or agents, Receiving Party shall inform them of the confidential nature of the Confidential Information and require them to abide by the terms of this AGREEMENT. Receiving Party will promptly notify Disclosing Party if Receiving Party discovers any improper use or disclosure of Confidential Information and will promptly commence all reasonable efforts to investigate and correct the causes of such improper use or disclosure. If Receiving Party believes the Confidential Information must be disclosed under applicable law, Receiving Party may do so provided that, to the extent permitted by law, the other party is given a reasonable notice and opportunity to contest such disclosure or obtain a protective order.

Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the Receiving Party; (ii) the Disclosing Party regularly discloses to third parties without restriction on disclosure; or (iii) the Receiving Party obtains from a third party without restriction on disclosure and without breach of a non-disclosure obligation.

Notwithstanding any provision to the contrary in this AGREEMENT, Confidential Information does not include any information that the CITY determines, in its sole discretion, is required to be disclosed to the public pursuant to the laws of the United States and/or California such as the California Public Records Act. The non-disclosure and non-use obligations of this AGREEMENT will remain in full force with respect to each item of Confidential Information for a period of ten

(10) years after the Receiving Party’s receipt of that item.

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8.3. Security.

8.3.1. Implementation. CONSULTANT shall implement commercially reasonable administrative, technical and physical safeguards designed to: (i) ensure the security and confidentiality of data and information provided by the CITY or used in connection with providing services under this AGREEMENT, including data or information about third parties (“CITY’s Data”); (ii) protect against any anticipated threats or hazards to the security or integrity of CITY’s Data; and (iii) protect against unauthorized access to or use of CITY’s Data. CONSULTANT shall review and test such safeguards on no less than an annual basis.

8.3.2. Network. If CONSULTANT makes CITY’s Data accessible through the Internet or other networked environment, CONSULTANT shall be solely responsible for all aspects of Internet use, and shall maintain, in connection with the operation or use of CITY’s Data, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication and non-repudiation and virus detection and eradication.

8.3.3. Personal Data. If CONSULTANT processes or otherwise has access to any personal data or personal information on CITY’s behalf when performing CONSULTANT’s services and obligations under this AGREEMENT, then: (i) CITY shall be the data controller (where “data controller” means an entity which alone or jointly with others determines purposes for which and the manner in which any personal data are, or are to be, processed) and CONSULTANT shall be a data processor (where “data processor” means an entity which processes the data only on behalf of the data controller and not for any purposes of its own); (ii) CITY shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant personal data or personal information to CONSULTANT so that CONSULTANT may lawfully use, process and transfer the personal data and personal information in accordance with this AGREEMENT on CITY’s behalf in order for CONSULTANT to provide the services and perform its other obligations under this AGREEMENT; (iii) CONSULTANT shall process the personal data and personal information only in accordance with any lawful and reasonable instructions given by CITY from time to time and in accordance with the terms of this AGREEMENT; and

(iv) each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data and personal information or its accidental loss, destruction or damage so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal data and personal information and the nature of the personal data and personal information being protected. If necessary, the PARTIES will cooperate to document these measures taken.

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8.3.4. Information Security. CONSULTANT represents and warrants that its collection, access, use, storage, disposal and disclosure of Confidential Information accessed and/or collected from CITY does and will comply with all applicable federal and state privacy and data protection laws. In the event of any security breach, CONSULTANT shall: (a) Provide CITY with the name and contact information for an employee who shall serve as CITY’s primary security contact and shall be available to assist CITY twenty-four (24) hours per day, seven (7) days per week as a contact in resolving obligations associated with a security breach; and (b) Notify CITY of a security breach as soon as practicable, but no later than twenty-four (24) hours after CONSULTANT becomes aware of it. Immediately following CONSULTANT’s notification to CITY of a security breach, the PARTIES shall coordinate with each other to investigate the security breach. CONSULTANT agrees to fully cooperate with CITY in CITY’s handling of the matter. CONSULTANT shall use best efforts to immediately remedy any security breach and prevent any further security breach at CONSULTANT’s own expense in accordance with applicable privacy rights, laws, regulations and standards. CONSULTANT agrees to provide, at its expense, up to one year of credit monitoring services to third parties impacted by any data breach involving the loss of personally identifiable information.

8.4. Indemnity. CONSULTANT shall defend (with counsel acceptable to CITY), indemnify and hold CITY harmless from and against all claims, actions, proceedings, losses, costs (including attorney fees and other charges), liabilities, damages, judgments, settlements, and court awarded attorney’s fees resulting from, arising out of or related, directly or indirectly, to a security or data breach unless the breach is proven to be caused solely by CITY. The terms of this section shall survive termination of this AGREEMENT. For purposes of this provision, “security breach” means any act or omission that compromises either the security, confidentiality, or integrity of Confidential Information or the physical, technical, administrative or organizational safeguards put in place by CONSULTANT or any authorized persons that relate to the protection of the security, confidentiality or integrity of Confidential Information or a breach or alleged breach of this AGREEMENT relating to such privacy practices or privacy obligations imposed by any applicable law. CITY may, at its own discretion, conduct the defense, or participate in the defense, of any claim related in any way to this indemnification. If the CITY elects to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONSULTANT shall pay the CITY for all costs related thereto, including without limitation, reasonable attorney’s fees and costs.

8.5. Notice and Remedy of Breaches. Each party shall promptly give notice to the other of any actual or suspected breach by it of any of the provisions of Section 8 of this AGREEMENT, whether or not intentional, and the breaching party shall, at its expense, take all steps reasonably requested by the other party to prevent or remedy the breach.

8.6. Enforcement. Each party acknowledges that any breach of any of the provisions of Section 8 of this AGREEMENT may result in irreparable injury to the other for which money damages would not adequately compensate. If there is a breach, then the injured party shall be entitled, in addition to all other rights and remedies which it may have, to have a decree of specific performance or an injunction issued by any competent court, requiring the breach to be cured or enjoining all persons involved from continuing the breach.

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9. CONFLICTS OF INTEREST.

9.1. CONSULTANT shall at all times comply with all federal, state and local conflict of interest laws, regulations, and policies applicable to public contracts and procurement practices, including but not limited to California Government Code Section 81000 et seq. (Political Reform Act) and Section 1090 et seq. CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. CONSULTANT represents that it has no knowledge of any financial interests which would require it to disqualify itself from any matter on which it might perform services for the CITY.

9.2. If, in performing the PROFESSIONAL SERVICES set forth in this AGREEMENT, the CONSULTANT makes, or participates in, a “governmental decision” as described in Title 2, Section 18700.3(a) of the California Code of Regulations, or performs the same or substantially all the same duties for the CITY that would otherwise be performed by a CITY employee holding a position specified in the department's conflict of interest code, the CONSULTANT shall be subject to a conflict of interest code requiring the completion of one or more statements of economic interests disclosing the CONSULTANT’s relevant financial interests.

9.3. If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act. Specifically, the CONSULTANT shall file a Fair Political Practices Commission Form 700 (Assuming Office Statement) within thirty (30) calendar days of the CITY’s determination that the CONSULTANT is subject to a conflict of interest code. The CONSULTANT shall also file a Form 700 (Annual Statement) on or before April 1 of each year of the AGREEMENT, disclosing any financial interests held during the previous calendar year for which the CONSULTANT was subject to a conflict of interest code.

9.4. CITY represents that pursuant to California Government Code Section 1090 et seq., none of its elected officials, officers, or employees has an interest in this AGREEMENT.

10. DISPOSITION AND OWNERSHIP OF DOCUMENTS.

10.1. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this AGREEMENT, whether paper or electronic, shall become the property of CITY, and shall be turned over to the CITY upon completion of the PROJECT or any phase thereof, as contemplated by this AGREEMENT.

10.2. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY and CONSULTANT thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this AGREEMENT, except upon the CITY’s prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer.

10.3. CONSULTANT warrants that all documents it drafts and completes pursuant to this AGREEMENT constitute original work. Specifically, CONSULTANT understands and agrees that use of artificial intelligence (AI) tools including, without limitation, ChatGPT, Microsoft’s Bing Chat, Google’s Bard, and Meta’s LLaMA (Large Language Model Meta AI), in the performance of this AGREEMENT does not constitute an original work, i.e., submitting documents generated by such AI tools to CITY and representing it as CONSULTANT’s original work constitutes a material breach of this AGREEMENT, constitutes a false claim, and may also violate applicable intellectual property right laws including, without limitation, United States Copyright Law.

Accordingly, and notwithstanding any other provision of this AGREEMENT as to ownership, CITY specifically rejects ownership of such documents. CONSULTANT is required to indemnify and defend CITY to the fullest extent allowed by applicable law should it violate this Section.

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11. INSURANCE

11.1. CONSULTANT shall procure and maintain for the duration of the AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONSULTANT, their agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than “A” and “VII” unless otherwise approved in writing by the CITY’s Risk Manager.

11.2. CONSULTANT’s liabilities, including but not limited to CONSULTANT’s indemnity obligations, under this AGREEMENT, shall not be deemed limited in any way to the insurance coverage required herein. All policies of insurance required hereunder must provide that the CITY is entitled to thirty (30) days prior written notice of cancellation or non-renewal of the policy or policies, or ten (10) days prior written notice for cancellation due to non-payment of premium.

Maintenance of specified insurance coverage is a material element of this AGREEMENT.

11.3. Types and Amounts Required. CONSULTANT shall maintain, at minimum, the following insurance coverage for the duration of this AGREEMENT. If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown below, the CITY shall be entitled to the broader coverage and/or the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.

11.3.1. Commercial General Liability (CGL). If checked the CONSULTANT shall maintain CGL Insurance written on an ISO Occurrence form or equivalent providing coverage at least as broad as CG 00 01 which shall cover liability arising from any and all personal injury or property damage, including ongoing and completed operations, in the amount no less than $2,000,000.00 per occurrence and subject to an annual aggregate of $4,000,000.00. If limits apply separately to this project (CG 25 03 or 25 04) the general aggregate limit shall not apply. There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. insured claims or contractual liability. All defense costs shall be outside the limits of the policy.. Any excess or umbrella policies being used to meet the required limits of insurance will be evaluated separately and must meet the same qualifications as the CONSULTANT’s primary policy.

11.3.2. Commercial Automobile Liability. If checked the CONSULTANT shall maintain Commercial Automobile Liability Insurance for all of the CONSULTANT's automobiles including owned, hired and non-owned automobiles, automobile insurance written on an ISO form CA 00 01 12 90 or a later version of this form or an equivalent form providing coverage at least as broad for bodily injury and property damage for a combined single limit no less than $1,000,000.00 per occurrence.

Insurance certificate shall reflect coverage for any automobile (any auto).

11.3.3. Workers' Compensation. If checked the CONSULTANT shall maintain Worker’s Compensation insurance for all of the CONSULTANT's employees who are subject to this AGREEMENT and to the extent required by applicable state or federal law, a Workers' Compensation policy providing at minimum $1,000,000.00 employers' liability coverage. The CONSULTANT shall provide an endorsement that the insurer waives the right of subrogation against the CITY and its respective elected officials, officers, employees, agents and representatives.

11.3.4. Professional Liability. If checked the CONSULTANT shall also maintain Professional Liability (errors and omissions) coverage with a limit no less than $1,000,000 per claim and $2,000,000 annual aggregate. The CONSULTANT shall ensure both that (1) the policy retroactive date is on or before the date of commencement of the Scope of Services; and (2) the policy will be maintained in force for a period of three years after substantial completion of the Scope of Services

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08196-0001 or termination of this AGREEMENT whichever occurs last. The CONSULTANT agrees that for the time period defined above, there will be no changes or endorsements to the policy that increase the CITY's exposure to loss. All defense costs shall be outside the limits of the policy..

11.3.5. Cyber Liability. If checked the CONSULTANT shall also maintain Cyber Liability coverage on a claims made basis with a limit no less than $2,000,000 per occurrence or claim and $2,000,000 annual aggregate. The CONSULTANT shall ensure both that (1) the policy retroactive date is on or before the date of commencement of any services under this AGREEMENT; and (2) the policy will be maintained in force for a period of three years after substantial completion of the Scope of Services or termination of this AGREEMENT whichever occurs last. Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by CONSULTANT in this AGREEMENT and shall include claims involving infringement of intellectual property, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to such obligations. All defense costs shall be outside the limits of the policy.

11.3.6. Fidelity and Crime Liability. If checked, the CONSULTANT shall also maintain Fidelity and Crime coverage for theft of CITY property for an amount no less than $1,000,000 per loss.

11.3.7. Sexual Abuse and Molestation (“SAM”) Insurance. If checked, the CONSULTANT shall also maintain sexual abuse and molestation (SAM) insurance with limits not less than $1,000,000 per occurrence or claim with an aggregate of not less than $2,000,000. The policy shall provide coverage including but not limited to claims for improper sexual conduct, damages because of bodily injury, and negligent hiring and supervision. All defense costs shall be outside the limits of the policy.

11.3.8. Contractor’s Pollution Legal Liability. If checked, the CONSULTANT shall procure and maintain contractors’ pollution legal liability and/or errors and omissions with limits no less than $1,000,000 per occurrence or claim with an aggregate of not less than $2,000,000 to cover liability and legal expenses arising out of cleanup, removal, storage, or handling of hazardous or toxic chemicals, materials, substances, or any other pollutants by the CONSULTANT or any subcontractor resulting from pollution conditions.

11.4. Self-Insured Retentions. Any self-insured retentions are the responsibility of the CONSULTANT and must be declared to and approved by the CITY. At the option of the CITY, either (1) the insurer shall reduce or eliminate such self-insured retentions as respects the CITY, its officers, officials, employees and volunteers, or (2) the CONSULTANT shall provide a financial guarantee satisfactory to the CITY guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

11.5. Waiver of Subrogation. CONSULTANT hereby grants to CITY and its respective elected officials, officers, employees, agents and representatives a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance. 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 has received a waiver of subrogation endorsement from the insurer.

11.6. Additional Required Provisions. The commercial general liability, including any excess or umbrella policies being used to meet the required limits of insurance, and automobile liability policies shall contain, or be endorsed to contain, the following provisions:

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11.6.1. The CITY, its officers, officials, employees, and representatives shall be named as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the CONSULTANT including materials, parts, or equipment furnished in connection with such work or operations. The CITY's additional insured status must be reflected on additional insured endorsement form (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37) which shall be submitted to the CITY.

11.6.2. The policies are primary and non-contributory to any insurance that may be carried by the CITY, as reflected in an endorsement at least as broad as CG 20 01 04 13 which shall be submitted to the CITY. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, or representatives shall be excess of the CONSULTANT’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.

11.7. Verification of Coverage. CONSULTANT shall furnish the CITY with original certificates and amendatory endorsements effecting coverage required by this Section 11 and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. The endorsements should be on forms approved by the CITY or on other than the CITY’s forms provided those endorsements conform to CITY requirements. All certificates and endorsements are to be received and approved by the CITY before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

11.8. Excess or Umbrella Policies. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this agreement, said policies shall meet all of the insurance requirements stated in this document, including, but not limited to, the additional insured, contractual liability, “insured contract” definition, occurrence definition, primary and non-contributory, indemnity, and defense requirements. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the CONSULTANT’s primary and excess liability policies are exhausted.

11.9. Special Risks or Circumstances. CITY reserves the right to modify these requirements, including limits, based on the nature of risk, prior experience, insurer, coverage, or other special circumstances.

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12. INDEMNIFICATION.

CONSULTANT agrees to indemnify, defend (with counsel acceptable to CITY), and hold harmless the CITY, and its officers, officials, agents, representatives, and employees from any and all claims, demands, costs, or liabilities that arise out of, or pertain to, or relate…