SR 04-12-2022 3D
City Council
Report
City Council Meeting: April 12, 2022
Agenda Item: 3.D
1 of 5
To: Mayor and City Council
From: David White, City Manager, City Manager's Office
Subject: Approval of Second Modification to Agreement 10813 (CCS) with The
Superlative Group, Inc. for Evaluation and Analysis of Proposals Received in
Response to RFP #300 Digital Wayfinding and Out-of-Home Advertising
Kiosk Program
Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and
execute a second modification to agreement #10813 (CCS) in the amount of $55,000
(including 10% contingency) with The Superlative Group, Inc. to provide consultation
services for the Digital Wayfinding and Out-of-Home Advertising Program. This would
result in an eight-year reinstated and amended agreement with a new total amount not
to exceed $846,734, with future year funding contingent on Council budget approval.
Summary
In January of 2021, as part of the City’s mid-year budget update, staff presented the
results of a valuation study that identified viable opportunities to expand public-private
partnerships for the City. Following that presentation, City Council directed staff to issue
a Request for Proposals (RFP) to launch a Digital Wayfinding and Out-of-Home
Advertising Program and return with a recommendation to award a franchise
agreement. RFP #300 was open from December 1, 2021 to January 21, 2022 and six
proposals were received.
Due to the extended term of the franchise agreement (20 – 30 years), the complex and
highly technical nature of the proposals received, the advanced technology required to
implement the program, and to ensure the City receives fair value, staff recommends
3.D
Packet Pg. 160
2 of 5
reinstating the agreement with The Superlative Group (Superlative) in the amount of
$55,000 to provide the following services:
• Complete a comprehensive review of the proposals received by the City;
• Compare valuations and rates of success by the proposers for similar project
arrangements in comparable markets;
• Evaluate each proposal’s overall financial benefit to the City for the term of the
franchise agreement;
• Analyze the proposed equipment and technology to be used by each proposer;
• Compare the proposed timelines for project implementation included in each
proposal to the realistic timelines needed for project implementation; and
• Provide guidance to the City, as needed, throughout negotiations with proposers.
Discussion
Since 2015, the City has contracted with Superlative to value, procure, and manage
sponsorships for the Breeze Bike Share system and conduct a valuation study of other
viable assets (i.e., naming rights and sponsorship opportunities for City-owned facilities,
public spaces, and category partnerships). In February 2020, the Budget Task Force
recommended developing a public-private partnership program, a need which was later
underscored by the COVID-19 pandemic and resulting stay-at-home orders that
dramatically impacted the City’s revenue streams.
On June 9, 2020, Council directed staff to work with Superlative to complete a valuation
study to look at all viable public-private partnership opportunities, including a digital
wayfinding and out-of-home advertising program. To complete this work, Superlative
conducted site visits, information gathering, quantitative and qualitative valuation
analyses, development of an asset database, policy and contract analysis, and industry
benchmarking.
3.D
Packet Pg. 161
3 of 5
With the mid-year budget update on January 26, 2021, staff returned to Council with the
results of the valuation study and Council approved moving forward with an RFP
process to identify a franchise partner to implement a Digital Wayfinding and Out-of-
Home Advertising Program. The RFP’s scope of work includes implementation of digital
wayfinding kiosks that would provide interactive information to residents and visitors, as
well as enhance public safety via emergency capabilities. Kiosks could include a variety
of public benefits and smart technologies such as:
• Wayfinding information;
• Public service announcements;
• Economic development information related to local businesses and attractions;
• Public safety alerts and emergency phone capabilities;
• Public wireless internet;
• Connection to the City’s 3-1-1 customer service portal;
• Real-time transportation options and arrival/departure data;
• Pedestrian and vehicle counts;
• Multilingual display; and
• Minimum advertising space allocated to the City to promote community programs
and services.
The program would be structured as a franchise agreement that would require no direct
costs incurred or investment made by the City, with the franchisee required to deploy,
operate, and maintain the kiosks. Compensation for the City and the franchisee would
be realized through a percentage of advertising revenues.
Staff recommends reinstating the agreement with Superlative to support the City in
securing the most profitable franchise agreement with the best qualified franchise
partner for the program. Staff would subsequently return to Council in Summer/Fall
3.D
Packet Pg. 162
4 of 5
2022 with a recommendation to award the Digital Wayfinding and Out-of-Home
Advertising Program RFP to the best bidder, as determined with the assistance of
Superlative’s analyses.
Past Council Actions
Meeting Date Description
01/26/2021
(Attachment A)
Council directed staff to move forward with an RFP process to
identify a franchise partner to implement a Digital Wayfinding and
Out-of-Home Advertising Program.
06/09/2020
(Attachment B)
Council directed staff to work with Superlative to complete a
valuation study to look at all viable public-private partnership
opportunities including sponsorships, naming rights, and digital
wayfinding and out-of-home advertising.
03/05/2019
(Attachment C)
Council authorized a first modification to agreement #10813 (CCS)
with The Superlative Group, Inc.
Financial Impacts
Staff seeks authority to increase the amount of the agreement with The Superlative
Group to provide proposal evaluation and analysis services for the Digital Wayfinding
and Out-of-Home Advertising Program. Funds are available in existing departmental
budgets. Per the valuation completed by Superlative in 2021, it was estimated that the
City could potentially generate a minimum of $2 million per year in annual revenues
once the program is implemented, and potentially more. Additional information on the
expected revenues and timing of such revenues would be presented at the time when
staff return to Council for award of a franchise agreement.
Agreement Modification Request
Agreement #
Current
Authorized
Amount
FY 2021-22 Budget
Modified Request
Amount
Department Account # Total Revised
Contract Amount
10813 (CCS) $791,734 $0 01700003.537080 $791,734
10813 (CCS) $0 $27,500 01200009.552010 $ 27,500
10813 (CCS) $0 $27,500 01300005.552010 $ 27,500
Total: $846,734
3.D
Packet Pg. 163
5 of 5
Prepared By: Melissa Spagnuolo, Acting Community Partnerships Administrator
Approved
Forwarded to Council
Attachments:
A. January 26, 2021 Staff Report (Web Link)
B. June 9, 2020 Staff Report (Web Link)
C. March 5, 2019 Staff Report (Web Link)
D. Oaks Initiative Form
E. Contract 10813 - The Superlative Group
F. First Modification - Contract 10813 - The Superlative Group
3.D
Packet Pg. 164
3.D.d
Packet Pg. 165 Attachment: Oaks Initiative Form (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
- 1 -
Contract No. 10813 (CCS), Formerly CT# 2999
AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT
This Amended and Restated Professional Services Agreement (“Amended and Restated
Agreement”), entered into as of _______________ (“Execution Date”), by and between
the City of Santa Monica (“City”) and The Superlative Group, Inc. (“SUPERLATIVE”), is
made with reference to the following:
RECITALS:
A. The City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of the City.
B. SUPERLATIVE is qualified to do business, and is doing business, in the State of
California. SUPERLATIVE represents it has the background, knowledge, experience
and expertise necessary to provide the services set forth in this Amended and Restated
Agreement.
C. On April 9, 2015, the City and SUPERLATIVE entered into an agreement for
SUPERLATIVE to provide professional services to the City in connection with
procuring sponsors for the City’s bikeshare system (“Original Agreement”) and the
Original Agreement expired on June 30, 2018.
D. Pursuant to the terms and conditions of the Original Agreement, SUPERLATIVE
procured Hulu as the sponsor for the City’s bikeshare system and orchestrated the
execution of a five-year sponsorship agreement between the City and Hulu.
E. On March 5, 2019, the City Council of the City of Santa Monica authorized the City
Manager to execute an agreement extending the terms and conditions of the Original
Agreement at least two years with an option to extend an additional three years
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
TERMS AND CONDITIONS
1. Term. This Amended and Restated Agreement begins on the Execution Date and
terminates on November 12, 2020, unless sooner terminated in accordance with
Section 14.
1.1 Option to Extend. The City, in its sole and absolute discretion, shall have the
option to extend this Agreement for up to one (1) additional three (3)-year
period (“Extension Term”) under the same terms and conditions. The City
Manager may exercise the City’s option by letter to SUPERLATIVE no later
than thirty (30) days prior to the end of the Term.
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167
6/25/2019
3.D.e
Packet Pg. 166 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
- 2 -
2. SUPERLATIVE Services. SUPERLATIVE will perform all of the services (“Services”)
described in Exhibit A, Scope of Services. SUPERLATIVE will complete the Services
in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to SUPERLATIVE any currently existing documents, data or
information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly examine and render findings on all documents submitted for staff
review by SUPERLATIVE.
4. Compensation. This contract is solely commission-based. The amount of the
commission paid to SUPERLATIVE shall be determined in accordance with Exhibit
B. The City will compensate SUPERLATIVE based upon SUPERLATIVE's successful
procurement of bikeshare sponsors accepted by the City in its sole and absolute
discretion; provided, however, that the minimum level of sponsorship procured by
SUPERLATIVE shall be no less than $250,000 net to the City per year, commencing
from the date of system launch unless the City, at its sole and absolute discretion,
agrees to accept a sponsorship offer for a lesser amount. SUPERLATIVE understands
and acknowledges that SUPERLATIVE is not owed any remaining compensation
from City under the Original Agreement and hereby releases City from any claims
thereto. SUPERLATIVE further acknowledges and understands that and any and all
compensation under this Amended and Restated Agreement shall be determined in
accordance with Exhibit B.
5. Invoices. SUPERLATIVE will invoice the City for any commission earned by
SUPERLATIVE in accordance with Exhibit B, herein, and the City will pay any
undisputed amount within 30 days of receipt of such invoice.
6. Notices. All notices, demands, requests or approvals to be given under this Amended
and Restated 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:
Mobility Division
City of Santa Monica
1685 Main St., Santa Monica, California 90401
Attention: Kyle Kozar, Bike Share Coordinator
Re: Bikeshare Sponsorship Contract
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 3.D.e
Packet Pg. 167 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
- 3 -
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Bikeshare Sponsorship Contract
6.2 All notices, demands, requests or approvals to SUPERLATIVE:
The Superlative Group, Inc.
26600 Detroit Road, Suite 250
Cleveland, Ohio 44145
Attention: Kyle D. Canter
Re: Bikeshare Sponsorship Contract
7. Independent Parties. Both parties to this Amended and Restated 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 SUPERLATIVE or any of SUPERLATIVE’s agents,
employees, or subconsultants, except as otherwise provided in this Amended and
Restated Agreement.
8. Integrated Contract. This Amended and Restated 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
Amended and Restated Agreement. No oral agreement or implied covenant may be
held to vary the provisions of this Agreement. This Amended and Restated Agreement
may be modified only by written agreement signed by City and SUPERLATIVE, and
approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, SUPERLATIVE 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 SUPERLATIVE
or SUPERLATIVE’s agents, representatives, employees or subconsultants for the
duration of this Amended and Restated Agreement. SUPERLATIVE must obtain
insurance that, at a minimum, meets the requirements for insurance set forth in
Exhibit C, Insurance Requirements and Verifications.
10. Defense and Indemnification.
10.1 Indemnification. As to SUPERLATIVE’s Services produced under this
Amended and Restated Agreement, SUPERLATIVE 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
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 3.D.e
Packet Pg. 168 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
- 4 -
attorney’s fees, or payments for injury to any person or property (collectively,
“Losses”) caused or claimed to be caused by the acts, errors and/or omissions
of SUPERLATIVE, or SUPERLATIVE’s employees, agents, officers, and
subconsultants. SUPERLATIVE’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 SUPERLATIVE, its
employees, agents or officers, or subconsultants; provided, however, that
SUPERLATIVE’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 SUPERLATIVE’s obligation to defend City
hereunder, City has the right to conduct its own defense and seek
reimbursement for reasonable costs of defense from SUPERLATIVE, if City
chooses to do so.
10.2 Enforcement Costs. SUPERLATIVE 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 SUPERLATIVE may not assign, hypothecate, or transfer this Amended and
Restated 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 SUPERLATIVE or of any general partner or joint
venturer or syndicate member of SUPERLATIVE, if a partnership or joint
venture or syndicate exists, which results in changing the control of
SUPERLATIVE, will be construed as an assignment of this Amended and
Restated Agreement. Control means 50% or more of the voting power of the
corporation.
12. Permits and Licenses. SUPERLATIVE, at its sole expense, must obtain and maintain
during the term of this Amended and Restated Agreement all required business and
professional permits, licenses and certificates.
13. Waiver. A waiver of any breach of this Amended and Restated Agreement may not be
deemed a waiver of any subsequent breach of the same or any other term, covenant, or
condition of this Amended and Restated Agreement.
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 3.D.e
Packet Pg. 169 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
- 5 -
14. Default and Termination.
14.1 If SUPERLATIVE fails or refuses to perform any of the provisions of this
Amended and Restated Agreement, and if the default is not cured within a
period of five days after the City’s written notice of default specifying the
nature of the default, City may immediately terminate this Amended and
Restated Agreement by written notice to SUPERLATIVE.
14.2 The City has the option, at its sole discretion and without cause, of terminating
this Amended and Restated Agreement by giving ten days’ written notice to
SUPERLATIVE. Upon termination of this Amended and Restated Agreement,
City will pay SUPERLATIVE any compensation earned and unpaid up to the
effective date of termination.
15. Compliance with Law. SUPERLATIVE 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. SUPERLATIVE 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. SUPERLATIVE may not maintain, commit, or permit the maintenance or
commission of any nuisance in connection with the performance of services under
this Amended and Restated Agreement.
18. Records.
18.1 SUPERLATIVE 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. SUPERLATIVE 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 SUPERLATIVE must maintain records in sufficient detail to permit an
evaluation of the Services and in accordance with generally accepted
accounting principles. SUPERLATIVE must clearly identify all records and
make them readily accessible to the City. At the City’s request, SUPERLATIVE
must provide records in an electronic format and, if necessary, access to any
proprietary software to view such electronic records.
18.3 SUPERLATIVE must allow the City to have free access to SUPERLATIVE’s
books and records and to inspect all work, data, documents, proceedings and
activities related to this Amended and Restated Agreement. The City has the
right to examine or audit SUPERLATIVE’s records, and SUPERLATIVE
agrees to cooperate with any examination or audit of its records. If a City audit
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 3.D.e
Packet Pg. 170 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
- 6 -
discloses an error of 5% or more in information reported by SUPERLATIVE,
SUPERLATIVE 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 SUPERLATIVE or
any subconsultant for this Amended and Restated Agreement will be the
exclusive property of City. No work product given to or prepared by
SUPERLATIVE or any subconsultant pursuant to this Amended and Restated
Agreement may be made available to any individual or organization by
SUPERLATIVE without prior written approval by City.
19.2 At the City’s request, SUPERLATIVE must furnish reports concerning the
status of the Services.
20. Standard of Care. SUPERLATIVE 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 SUPERLATIVE’s profession currently
practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 If SUPERLATIVE proposes to have any subconsultant perform any part of the
Services, SUPERLATIVE 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 SUPERLATIVE will be responsible for the quality of any subconsultant’s work.
Every subcontract or agreement of any kind entered into between
SUPERLATIVE 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 Amended and Restated Agreement No. 10813 (CCS)
entered into between the City of Santa Monica and
SUPERLATIVE on _____________.
22. Governing Law. The laws of the State of California, without regard to any choice of
law provisions, will govern this Amended and Restated Agreement.
23. Venue and Jurisdiction. The City and SUPERLATIVE agree that the Services will
take place in Los Angeles County. Any litigation arising out of this Amended and
Restated 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
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167
6/25/2019
3.D.e
Packet Pg. 171 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
- 7 -
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 Amended and Restated Agreement.
24. Survival of Provisions and Obligations. Any provision of this Amended and Restated
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
Amended and Restated Agreement.
25. Exhibits. The following exhibits are incorporated by reference into this Amended
and Restated Agreement as though fully set forth herein.
Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Amended and Restated 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
THE SUPERLATIVE GROUP, INC.
By: ________________________________
KYLE CANTER
Chief Operating Officer
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167
6/18/2019
6/18/2019
6/25/20196/27/2019
3.D.e
Packet Pg. 172 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
Exhibit A
Scope of Services
Summary of Purpose:
This agreement is made for the procurement of major sponsors for Santa Monica’s
Bikeshare system, offering company identification (names and/or logos) on specific
locations on the bicycles. No identification on stationary elements of the bikeshare system
shall be offered or allowed. The Superlative Group shall pursue only the highest two
levels of sponsorship as presented in the RFP ($250,000/$500,000). Any other level,
either higher or lower, may only be pursued if approved by the City.
Methodology: (Superlative Proposal)
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 3.D.e
Packet Pg. 173 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 3.D.e
Packet Pg. 174 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 3.D.e
Packet Pg. 175 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 3.D.e
Packet Pg. 176 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 3.D.e
Packet Pg. 177 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
Exhibit B
Rate Schedule
This contract is solely based on commission. Superlative shall not receive any
reimbursements or direct payments from the City in connection with the Services.
• Superlative’s commission shall be in the amount of 20% of the gross sponsorship
proceeds received by City for years four and five of the Hulu agreement.
• All artwork and materials are to be provided by the sponsor and placed on the
bicycles by the system operator. The cost of artwork and materials shall not be
counted as part of total sponsorship income and no commission shall be paid
based on such costs.
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 3.D.e
Packet Pg. 178 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
Exhibit C
Insurance Requirements and Verifications
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/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 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 the 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).
If the Consultant maintains higher limits than the minimums shown above, the City of
Santa Monica requires and shall be entitled to coverage for 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 of Santa Monica.
Other Insurance Provisions
1. The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL): 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. General liability coverage can be provided
in the form of an endorsement to the Consultant’s insurance at least as broad as
Insurance Services Office Form CG 20 10 11 85.
b. Primary Coverage (CGL and Auto): For any claims related to this Agreement, the
Consultant’s insurance shall be primary 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
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 3.D.e
Packet Pg. 179 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
volunteers shall be in excess of the Consultant’s insurance and shall not contribute
with it.
c. Notice of Cancellation (all policies): 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 (all policies): 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.
Deductibles and Self-Insured Retentions
Any deductibles or 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 deductible or retention or provide satisfactory proof of ability to pay losses and
related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII,
unless otherwise acceptable to the City of Santa Monica.
Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory
endorsements or copies of the applicable policy language providing the insurance coverage
required herein. 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. Alternatively, the City of Santa Monica
may purchase such coverage (but has no special obligation to do so), and without further
notice to the Consultant, the City may deduct from sums due to the Consultant any
premium costs advanced by the City for such insurance.
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 3.D.e
Packet Pg. 180 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
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: 27C71300-22BE-4ED9-B460-96D820633167 3.D.e
Packet Pg. 181 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
1
FIRST MODIFICATION OF AGREEMENT NO. 10813 (CCS)
This First Modification of Agreement Number 10813 (CCS) (“First Modification”),
entered into as of _________________(“Execution Date”), by and between the City
of Santa Monica, a municipal corporation (“City”), and The Superlative Group
(“SUPERLATIVE”) is made with reference to the following:
RECITALS
A. On or about April 9, 2015, the City and SUPERLATIVE entered into a Profes-
sional Services Agreement (formerly CT# 2999) to provide professional services to
the City in connection with procuring sponsors for the City’s bikeshare system
(“Original Agreement”). The Original Agreement expired on June 30, 2018.
B. On or about June 25, 2019, the City and SUPERLATIVE amended and restated
the terms and conditions of the Original Agreement with an Amended and Re-
stated Professional Services Agreement Number 10813 (CCS) (“Amended and Re-
stated Agreement”). The Amended and Restated Agreement extended the Term
of the Original Agreement two additional years through November 12, 2020 with
an option to extend the Term an additional three years.
C. On June 24, 2020, the City Council of the City of Santa Monica authorized the
City Manager to negotiate and execute a first modification to the Amended and
Restated Agreement in the amount $75,000 for conducting a valuation of viable
advertising, naming rights, and sponsorship opportunities relating to the City’s as-
sets.
D. The City and SUPERLATIVE desire to modify the Amended and Restated Agree-
ment to include additional services to be performed by SUPERLATIVE and to in-
crease the contract price to pay for those additional services.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the
Amended and Restated Agreement as follows:
1. Section 2 of the Amended and Restated Agreement entitled “SUPERLATIVE Ser-
vices” shall be modified by adding the following paragraph:
Additional Services. SUPERLATIVE will perform all of the additional
services described in Exhibit A-1, Scope of Services (“Additional Ser-
vices”). SUPERLATIVE will complete the Additional Services in ac-
cordance with Exhibit B-1, Budget.
2. Section 4 of the Amended and Restated Agreement entitled “Compensation” shall
be modified by adding the following paragraph:
Compensation. The City will compensate SUPERLATIVE for the Ad-
ditional Services in an amount not to exceed $75,000, as set forth in
Exhibit B-1 (“Additional Services Compensation”). The total contract
DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD
7/15/2020
3.D.f
Packet Pg. 182 Attachment: First Modification - Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
2
price for services pursuant to the Amended and Restated Agreement
and this First Modification shall not exceed $791,734.
3. Exhibit A-1 and Exhibit B-1 are attached hereto and incorporated herein by this
reference.
4. Section 6.2 of the Amended and Restated Agreement, a subsection of Section 6
entitled “Notice”, shall be modified by replacing the currently existing paragraph
with the following paragraph:
All notices, demands, requests or approvals to Superlative:
The Superlative Group, Inc.
2843 Franklin Blvd.
Cleveland, Ohio 44113
Attention: Kyle D. Canter
Except as expressly modified by this First Modification, all other terms and
conditions of the Amended and Restated Agreement shall be and remain in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Modification as of the
date and year first written above.
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
SUPERLATIVE Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD
7/15/2020
Interim City Attorney
George Cardona
The Superlative Group, Inc.
Kyle Canter, COO
7/15/2020
Kyle Canter
Interim City Manager
7/15/2020
Lane Dilg
City Clerk
7/15/2020
Denise Anderson-Warren
3.D.f
Packet Pg. 183 Attachment: First Modification - Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
3
DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD
3.D.f
Packet Pg. 184 Attachment: First Modification - Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
4
Exhibit A-1
Scope of Services
The Superlative Group will identify and value assets that the City of Santa Monica has
available to generate revenue through advertising, naming rights, and sponsorship op-
portunities. Superlative will develop a comprehensive asset database and valuation, and
final deliverables will be completed in under four months. However, the completion of
the final deliverables shall not be unreasonable conditioned or delayed by the City. Ser-
vices will include but are not limited to:
1. Site Visits: Superlative valuation team will meet with City staff to view assets being
valued and to initiate the asset research process.
2. Information Gathering: Superlative will coordinate with City staff to collect rele-
vant documentation such as strategic plans, design briefs, and project renderings.
3. Development of Asset Database: Superlative will compile list of the City’s assets
and asset packages and determine their quantitative value based on local, regional,
and national media rates and qualitative value based on other relevant infor-
mation.
4. Contract and Policy Analysis: Superlative will review the City’s existing policies
and partnership agreements to identify potential challenges and limitations that
could impact revenue generation. Superlative will also make recommendations on
policy changes for the City.
5. Industry Benchmarking: Superlative will identify target corporate partners and
comparable corporate partnership contracts relevant to the City’s opportunities.
6. Valuation Report: Superlative will present its findings through a final report pre-
sented to City staff. For avoidance of doubt, the valuation report, including any
drafts and all information and data collected in preparing the report, shall be con-
sidered work product owned by the City under section 19 of the Amended and
Restated Agreement.
DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD
3.D.f
Packet Pg. 185 Attachment: First Modification - Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)
5
Exhibit B-1
Budget
A flat rate project fee (inclusive of all expenses incurred) for asset database develop-
ment and valuation: $75,000.
Payment schedule: The Additional Services Compensation shall be paid in two install-
ments: (i) the first installment of Twenty-Five Thousand USD ($25,000), which equals
33.3% of the Additional Services Compensation, shall be paid upon delivery by Super-
lative of the Information Request relating to the City’s assets; and (ii) the second in-
stallment of Fifty Thousand USD ($50,000), which equals the remaining 66.7% of the
Additional Services Compensation, shall be paid upon delivery by Superlative of the
final draft of the valuation report in relation to the City’s assets.
The total amount of Additional Services Compensation shall not exceed Seventy-Five
Thousand Dollars ($75,000).
City’s obligation to pay the Additional Services Compensation to Superlative shall sur-
vive the termination or expiration of the Amended and Restated Agreement, in the
event that such payments have not been paid upon the termination or expiration of the
Amended and Restated Agreement.
DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD
3.D.f
Packet Pg. 186 Attachment: First Modification - Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program)