All Contracts for temporary design, consultant, and Construction Management services are professional services Contracts, which shall contain the following minimum terms and conditions:
(a) Guaranteed Maximum Costs. Professional service Contracts shall provide for a Guaranteed Maximum Cost, including fees, travel and related expenses as necessitated by the project. Any modification to the Guaranteed Maximum Cost must be approved by the Department Head in writing and approved by the Mayor, the Mayor's designee or the board or commission concerned, as appropriate, and the Controller.
(b) Insurance. Notwithstanding any other provisions of this Chapter 6, all professional service Contracts must conform to the insurance requirements established by the Risk Manager. The Risk Manager shall develop uniform insurance requirements for City Contracts subject to this Chapter 6 and shall publish such requirements in the Risk Manager's Manual. The Risk Manager shall review and update such insurance requirements on an annual basis.
(c) Indemnification. All professional services Contracts awarded under this Chapter 6 shall require that the Contractor fully indemnify the City to the maximum extent provided by law, such that each Contractor must save, keep, bear harmless and fully indemnify the City and any of its officers or agents from any and all liability, damages, claims, judgments or demands for damages, costs or expenses in law or equity that may at any time arise.
This indemnification requirement may not be waived or abrogated in any way for any Contract without the recommendation of the Risk Manager and the express permission and approval of the Board of Supervisors.
(d) Assignment. No Contract shall be assigned except upon the recommendation of the Department Head concerned and with the approval of the Mayor or the Mayor's designee, relative to the department under the Mayor's jurisdiction or the approval of the board or commission concerned for departments not under the Mayor.
(e) Modifications. Professional service Contracts may be modified only by written instrument, granted and approved by the City and in the same manner the underlying Contract was awarded.
(f) Contractor Prompt Payment. All professional services Contracts under this Chapter 6 shall require the Contractor to pay its subcontractors within seven calendar days after receipt of each progress payment from the City, unless otherwise agreed to in writing in advance by both Contractor and subcontractor. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from a Contractor to a subcontractor, the Contractor may withhold the disputed amount but shall pay the undisputed amount.
Any Contractor who violates this subsection 6.42(f) shall pay to the subcontractor a penalty of 2% of the amount due per month for every month or portion thereof that payment is not made. This subsection 6.42(f) is enforceable in a court of competent jurisdiction, and is not intended to create a private right of action against the City.
