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HomeMy WebLinkAboutA8922 - MARTHA'S VILLAGE AND KITCHENCERTIFICATE OF LIABILITY INSURANCE DATE (MM/00/YYYY) 07/17/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED , the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If S UBROGATION IS WAIVED, s ubject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of s uch endorsement(s). 2099 E. Tahqu1tz Canyon Way Palm Spnngs INSURED COVERAGES INSURER(S) AFFORDING COVERAGE V\lesoo Insurance 83791 Date Avenue INSURER O : Admiral Insurance Company INSURER E: Indio CA 92201 INSURER F : CERTIFICATE NUMBER: CL253508628 REVISION NUMBER: NAIC # THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD \NOICl>.TED . NOTWITHSTANDING .<>.NY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HERE IN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHO\o\'N MAY HAVE BEEN REDUCED BY PAID CLAIMS I'"~" ~-(~)b"oJMfy, (~o'c,iv'Wvi LTR TYPE OF INSURANC E INSO wvo POLICY NUMBER LIMITS ~ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1.000,000 =i CLAI MS-MADE ~ OCCUR U"'--.Ut;. IV f't;.n I s;;;u 100,000 PREMISES /Ea occumincel s ~ Abuse & Molestation MED EXP (Any one person) s 5,000 A $1 ,000,000 -$3,000000 y WPP2069745 00 03/03/2025 03/03/2026 PERSONAL & ArN INJURY s 1 ,000,000 - GEN'LAGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE s 3 ,000,000 ~ POLICY □ ~ □LOC PROOUCTS -COMPIOPAGG s 3 ,000,000 OTHER Professional Liability s 3 ,000,000 AUTOMOBIU: LIABILITY -)e':"~~I~1NGLE LIMIT s ANY AUTO BOrnLY INJURY (Po< person) S 1,000,000 -O'MIIED -~ SCHEDULED B AUTOS ONLY AUTOS SPP1820885 0 1 03/03/2025 03/03/2026 BODI LY INJURY (Po< IICddent) s ~ HIRED X NON-OWNED ~,g~Ir-GE $ AUTOS ONLY _ AUTOSONLY M edical payment s s 5,000 ~ UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE s 5,000,000 A EXCESSLIAB CLAIMS-MADE VII\J M 1604646 07 03/03/2025 03/0312026 AGGR EGATE s OED I I RETENTION $ $ WORKERS COMPENSATION XI PER I I OTH- ANO EMPLOYERS" LIABILITY STATLJTE ER YIN C ANY PROPRIETOR/PARTNER/EXECUTIVE □ N I A SATIS0539502 03/03/2025 03/03/2026 E L EACH ACCIDENT s 1,000,000 OFFICER/MEMBER EXCWDED? (Mandatory In NH) El DISEASE -EA EMPLOYEE s 1 ,000,000 11 ves. descnbe unde< DESCRIPTION OF OPERATIONS below E L DISEASE· POLICY LIMIT s 1 ,000,000 D1rectors end Officers $3,000,000 Directors and Officers 0 OCP-217 4418-P2 03/0312025 03/0312026 Empl Practices Liab Ins $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more 1pace Is required) City of Palm Springs, its officers, officials, emplovees and volunteers are named as add1bonal insured •10 day notice of cancellation mav be issued for nonpayment of premium. CERTIFICATE HOLDER C ity of Palm Springs Attn: City Clerk PO. Box2743 Palm Springs I ACORD 25 (2016/03) CANCELLATION S HOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CA 92262 tjf/;~ © 1988-2015 ACORD CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DA TE (MM/00/YYYY) 07/17/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY A N D CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF I NSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE I SSUI NG INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUC ER, ANO THE CERTIFICATE HOLDER. IMPORTANT: If the certific ate holder is an ADDITIONAL INSURED, the pollc y(ies) must have ADDITI ONAL I NSURED pro vision s o r be endorsed . If SUBROGATION IS WAIVED, subjec t to the t e rms and c onditions of the p o lic y , certain p olicies may requi re an endo rsement A s tate m e nt on this certificate does not c o nfer rights to the certificate h o lder in lie u o f suc h endo rse ment(s). PRODUCER Quetha Rodnguez Garcia Insurance Inc (760) 320-1111 A/C No : (760) 320-11 15 2099 E . Tahqu1tz Canyon Way RECEIVED INSURER($) AFFORDING COVERAGE Vl.lesoo Insurance NAIC# Palm Spnngs INSURED Security National INSURER E : Indio CA 92201 INSUR ER F: COVERAG ES CERTIFICATE NUMBER: CL253508628 REVISI ON NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO Wl-ilCH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWIII MAY HAVE BEEN REDUCED BY PAID CLAIMS ,,..,,n TYPE OF INSURANCE IN!':D """D LTR POLICY NUMBER ,i.woiJr/Nyi I MM/ODMm'l LIMITS )< COMME RCIAL GENERAL LIABILITY EACH OCCURRENCE s 1,000,000 ~ Cl.AI MS-MAO€ ~ OCCUR IJIVW\\>CC O V r<ccm CCU PREMISES IEa occunencel s 100 000 ~ Abuse & Molestation MED EXP (MV cno Pl<SOOl s 5 .000 A $1 ,000.000 • $3,000000 y VWP2069745 00 03/0312025 03/03/2026 PERSONAL & AfN INJURY s 1,000,000 -GEN'lAGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE s 3000,000 ~ POLICY □ ~ □ LOC PRODUCTS • COMP/OP AGG s 3 .000.000 OTHER Professional uabllrty s 3,000,000 AUTOMOBILE LIABILITY ~ OIABINEO SINGLE LI MIT Eaacaden!l s -AtoNAUTO BOOILY INJURY (Pw Pom)f'I) s 1,000000 -CMHED ~ SCHEDULED SPP1820885 01 B AUTOSON\.Y AUTOS 03/0312025 03/03/2026 BOOILY INJURY (Pw acadenll s :g HIR ED NON-O'MIED PROPERTY DAMAGE s AUTOSONlY AUTOS ONLY IP.-acadenO Medical payments s 5,000 ~ UMBR EUA UAB ~ OCCUR EACH OCCURRENCE s 5 000,000 A EXCESS LIAB Cl.AIMS.MADE 'MJM 1604646 07 03/03/2025 03/03/2026 AGGREGATE $ OED I I RETENTION $ s WORKERS COMPENSATION XI ~fTUTE I I OTH- AND EMPLOYERS• LIABILITY ER Y/N ANY PROPR rETOR/PARTNERIEXECUTIVE □ EL EACHACCIOENT $ 1 000,000 C OFFICER/MEMBER EXCLUOEO? N I A SATIS0539502 03/0312025 03/0312026 (Mandatory In NH) EJ., DISEASE -EAEMPLOV"" $ 1 ,000.000 11.,.,._dMa\beWlCle< DESCRIPTION OF OPERATIONS below E L. OtSEASE -POI.ICY LIMIT s 1,000,000 Directors and Officers $3.000,000 D ,rectors and Officers 0 OCP-217 4418-P2 03/03/2025 03/03/2026 Empt Practices L1ab Ins $1 ,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 10 1, Addlllonal Renwt<s Schedule. m11y be attxhed If more~ is required) C1(y of Palm Sprrngs, Its officers. officials, employees and volunteers are named as addiuonal insured '10 day notice o f cancellallon may be i ssued for nonpayment of premium CERTIFICATE HOLDER City of Palm Spnngs Attn Crty C lerk P.O . Box 2743 Palm Spnngs ACORD 25 (2016103) CA 92262 CANCELLAT ION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX PIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015ACORO CORPORATION . All rights rese The ACORD name and logo are regi stered marks of ACORD I _J Aco ® CERTIFICATE OF LIABILITY INSURANCE DATE3/0512025 I� 03/05/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Garcia Insurance Inc 2099 E. Tahquitz Canyon Way RECEIVED Palm Springs MAR 17 2M CONTACT NAME: Quetha Rodriguez HONE (760) 320-1111 ac No : (760) 320-1115 (PACNo Ext -ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Wesco Insurance INSURED Martha's Village & Kitchen, IVFFIriEOFTHE CITY CL 83791 Date Avenue V Indio CA 92201 INSURER B : Security National RERC: Service American I ndeminty Co. INSURERD: Admiral Insurance Company INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: CL253508628 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY EXP MMIDDYIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 IAUEf1T PREMISES Ea occurrence 100,000 $ CLAIMS -MADE Fx_] OCCUR X MED EXP (Any one person) $ 5,000 Abuse & Molestation A Y WPP2069745 00 03/03/2025 03/03/2026 $1,000,000 - $3,000000 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIESPER . GENERAL AGGREGATE s 3,000,000 PRODUCTS -COMP/OPAGG $ 3,000,000 ❑ PRO- ❑ LOC X POLICY JECT Professional Liability $ 1,000,000 OTHER. AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ 1,000,000 ANYAUTO BODILY INJURY (Per accident) $ B OWNED X SCHEDULED AUTOS ONLY AUTOS HIRED �/ NON -OWNED AUTOS ONLY AUTOS ONLY SPP1820885 01 03/03/2025 03/03/2026 PROPERTY DAMAGE Per accident s Medical payments $ 5,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE s 5,000,000 A EXCESS LIAB CLAIMS -MADE WUM1604646 07 03/03/2025 03/03/2026 AGGREGATE $ DED I I RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA SATIS0539502 03/03/2025 03/03/2026 X STATUTE ERH E.L.EACH ACCIDENT s 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below Directors and Officers $3,000,000 p Directors and Officers DCP-2174418-P2 03/03/2025 03/03/2026 Empl Practices Liab Ins $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Palm Springs is named as additional insureds. `10 day notice of cancellation may be issued for nonpayment of premium CERTIFICATE HOLDER a.HNaiCLL/i I IVN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E. Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs CA 92262 V TbiSB-Lu"10 AliVRu a.urcrvrwllvN. ran nynw IGaCr va:u. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY GENERAL LIABILITY ENHANCEMENT: NONPROFIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $100,000 limit 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $50,000 limit 2 Damage to Premises Rented to You $1,000,000 2 HIPAA Clarification 3 Medical Payments $20,000 4 Medical Payments — Extended Reporting Period 3 years 4 Athletic Activities Amended 4 Supplementary Payments — Bail Bonds $10,000 4 Supplementary Payment — Loss of Earnings $1,500 per day 4 Employee Indemnification Defense Coverage $25,000 4 Key and Lock Replacement — Janitorial Services Client Coverage $20,000 limit 4 Additional Insured — Newly Acquired Time Period Amended 5 Additional Insured — Medical Directors and Administrators Included 5 Additional Insured — Managers and Supervisors (with Fellow Employee Coverage) Included 5 Additional Insured — Broadened Named Insured Included 5 Additional Insured — Funding Source Included 6 Additional Insured — Home Care Providers Included 6 Additional Insured — Managers, Landlords, or Lessors of Premises Included 6 Additional Insured — Lessor of Leased Equipment Included 6 Additional Insured — Grantors of Permits Included 6 Additional Insured —Vendor Included 6 Additional Insured — Franchisor Included 7 Additional Insured —As Required by Contract Included 7 Additional Insured — Owners, Lessees, or Contractors Included 7 Additional Insured — State or Political Subdivisions Included 7 Additional Insured —Trustees, Officials, Members of the Board of Governors, Rabbi, Clergymen or Deacons Included 8 Duties in the Event of Occurrence, Claim or Suit Included 8 GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, inc. Used with permission Page 1 of 9 Unintentional Failure to Disclose Hazards Included 8 Transfer of Rights of Recovery Against Others To Us Clarification 8 Liberalization Included 8 Bodily Injury — includes Mental Anguish Included 8 Personal and Advertising Injury — includes Abuse of Process, Discrimination Included 9 Aggregate Limit Per Location Included 9 A. Extended Property Damage Section I — Coverages, Coverage A Bodily Injury and Property Damage Liability, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage' expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability Section I — Coverages, Coverage A Bodily Injury and Property Damage Liability, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $100,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non -Owned Watercraft Section I — Coverages, Coverage A Bodily Injury and Property Damage Liability, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy Section I — Coverages, Coverage A Bodily Injury and Property Damage Liability, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $50,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of Section I — Coverages, Coverage A Bodily Injury and Property Damage Liability, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 2 of 9 Used with permission Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits of Insurance. b. Section III — Limits of Insurance, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to anyone premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. Section V — Definitions, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract'; 2. Section IV — Commercial General Liability Conditions, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit Section of the Declarations is amended to the greater of: a) $1,000,000; or b) The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA Section I — Coverages, Coverage A Bodily Injury and Property Damage Liability, is amended as follows: Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a ,.violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit' seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a) Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b) Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c) Other Remedies Any remedy other than monetary damages for penalties assessed. d) Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 3 of 9 Used with permission 3. Section V — Definitions is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. G. Medical Payments — Limit Increased to $20,000, Extended Reporting Period If Coverage C — Medical Payments is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of Section III — Limits of Insurance to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part 2. Section I — Coverage, Coverage C Medical Payments, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: b) The expenses are incurred and reported to us within three years of the date of the Accident. H. Athletic Activities Section I — Coverage, Coverage C Medical Payments, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. Supplementary Payments Section I — Coverages, Supplementary Payments — Coverage A and B are amended as follows: 1.b. is deleted in its entirety and replaced by the following: 1. b. Up to $10,000 for cost of bail bonds required because of accidents or traffic law Violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,500 a day because of time off from work. J. Employee Indemnification Defense Coverage Section I — Coverages, Supplementary Payments — Coverage A and B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. K. Key and Lock Replacement — Janitorial Services Client Coverage Section I — Coverages, Supplementary Payments — Coverage A and B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $20,000 policy aggregate. GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 4 of 9 Used with permission We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or anyone to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contractor work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds Section II — Who Is An Insured is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is deleted in it's entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. Each of the following is also an insured: a. Medical Directors and Administrators — Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors — Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury' to a co- "employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a. (1) (a) of form CG 00 01 as it applies to managers of a limited liability company. c. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 5 of 9 Used with permission d. Funding Source — Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers — At the first Named Insured's option, any person or organization under your direct supervision and control while providing for your private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. Vendors — Only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you: (c) Any physical or chemical change in the product made intentionally by the vendor; GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 6 of 9 Used with permission (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exception contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. Franchisor —Any person or organization with respect to their liability as the grantor of a franchise to you. As Required by Contract — Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "f property damage" or "personal and advertising injury" but only for liability arising out othe negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations Owners, Lessees or Contractors — Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. m. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 7 of 9 Used with permission (a) "Bodily injury," "property damage' or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) Bodily injury" or "property damage" included within the "products -completed operations hazard." n. Your trustees, officials, members of the board of governors, Rabbi, Clergymen or Deacons but only with respect to their duties as such. M. Duties in the Event of Occurrence, Claim or Suit Section IV — Commercial General Liability Conditions, Paragraph 2. Is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership: or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards Section IV — Commercial General Liability Conditions, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us Section IV — Commercial General Liability Conditions, 8. Transfer of Rights of Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and helps us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of loss, provided the waiver is made in a written contract. P. Liberalization Section IV — Commercial General Liability Conditions, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury— Mental Anguish Section V — Definitions, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time GL990252 0717 Includes Copyrighted Material with he permission tInsur a Services Office, Inc. Page 8 of 9 R. Personal and Advertising Injury — Abuse of Process, Discrimination If Coverage B Personal and Advertising Injury Liability Coverage is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. Section V — Definitions, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. Section V — Definitions, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. S. Aggregate Limit Per Location Section III — Limits of Insurance and Section V — Definitions 1. Under Section III — Limits of Insurance, the General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. 2. Under Section V — Definitions, the following definition is added as follows: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 9 of 9 Used with permission AMENDMENT NO.2 TO CONTRACT SERVICES AGREEMENT MARTHA'S VILLAGE AND KITCHEN This Amendment No. 2 ("Second Amendment") to Contract Services Agreement with Martha's Village and Kitchen is hereby entered into this ,9 day of i' 2021, by and between the City of Palm Springs, a California charter city and municipal corporation, ("City"), and Martha's Village and Kitchen, a 501 (c) 3 non-profit corporation, ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". Recitals 1. On June 24, 2021, the Palm Springs City Council authorized the City Manager to execute an Agreement with Martha's Village and Kitchen to provide a homeless daytime drop -in center operator, and wrap -around services. 2. On August 25, 2021 the City and Contractor entered into a Contract Services Agreement (Agreement) by which the Contractor is to provide a homeless daytime drop -in center operator, and wrap -around services, for individuals who are homeless or at risk of becoming homeless at the City facility located at 225 El Cielo Drive in Palm Springs for a term of two years, with two (2) one-year (]-year) options to extend. Agreement is attached hereto as Exhibit B and is incorporated as though fully set forth herein. 3. On October 26, 2021, City and Contractor entered into the First Amendment (First Amendment) to increase the Compensation to not exceed $212,050 per year, with all other terms and conditions to remain the same. Agreement is attached hereto as Exhibit C and is incorporated as though fully set forth herein. 4. City and Contractor now desire to amend the Agreement to allow for 3 Full Time Equivalent Security (FTE) rather than 2.5 FTE as stated in the Agreement. NOW, THEREFORE, the City and Contractor hereby agree as follows: Agreement The recitals are true and correct and are incorporated by this reference. 2. Section 5.5 of the Agreement is hereby amended in its entirety to read as follows: "5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Linda Barrack President and Chief Executive Officer TBD Case Manager.rEmployment Specialist - 2.0 FTE TBD Program Manager Case Manager - 1.0 FTE TBD Senior i Executive Manager - 0.2 FTE TBD Security — 3.0 FTE TBD Reporting Specialist - 0.4 FTE" 3. The Revised Schedule of Costs, attached hereto as Attachment 1, is incorporated herein. The Revised Schedule of Costs includes modifying the Security to 3.4 FTE. There are no additional modifications to the Revised Schedule of Costs. 4. All other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have duly executed this Amendment on the date first set forth above. MARTHAS VILLAGE AND KITCHEN ("Contractor") By: r Linda Barrack President & Chief Executive Officer THE CITY OF PALM SPRINGS („City") By: stin Clifton City Manager Approved as to Form: ff llmg City Attorney Attest: A TUX ATTACHMENT 1 Revised Schedule of Costs and Revised Schedule of Performance Revised Schedule of Costs Martha's City of Village and Palm Total Martha's Village and Kitchen's - Palm Kitchen - Springs - Springs Access Center -Program Budget Funding Funding Employee Expense / All inclusive - 2.0 FTE Case Manager/ Employment Specialist - 1.0 FTE 179,016 144,000 323,016 Program Manager /Case Manager - .20 FTE Senior/Exc, Manager - .40 FTE Reporting Specialist - 3.0 FTE Security Consultant 52,000 0 52,000 Phone - Four lines - Client and Staff lines 1,500 1,500 3,000 Internet - For staff and client connection - 2,500 0 2,500 Alarms -Monthly fee and install Travel - Staff - Mileage and Van Expense / Client 15,119 0 15,119 - Bus passes, Uber, etc.. Advertising / Staff training and hiring costs 2,000 0 2,000 Building and Equipment Small repairs 1,200 0 1,200 Client Supplies (Birth Certs, Licenses, Certifications, IDs, Uniforms, interview and 3,000 1,500 4,500 employment clothing, hygiene items, etc.) Insurance - For office content 1,100 0 1,100 Client and Staff - Computers - Scanners - 7,300 2,000 9,300 Printers- Hot Spots - Software, Cameras - etc. Furnishings 2,500 2,500 5,000 Equipment 6,000 0 6,000 Office supplies 3,400 0 3,400 Showers and Restrooms 0 25,000 25,000 Laundry 2,500 4,100 6,600 Miscellaneous and PPE and air purifiers 1,000 4,000 5,000 Administration and Compliance 15% 42,020 27,450 69,470 Total 322,155 212,050 534,205 Contractor may shift funds from one budget line item to another budget line item for eligible costs. However, the Administration and Compliance 15% budget line item may not be modified. In no case shall total annual expenditures exceed the total annual budget amount of $212,050. *** Please note Martha's Village's Budget does not included an additional $40,000 to $50,000 in donations of In -kind items and grant writing to secure future funds. Exhibit A Contract Services Agreement Dated August 25, 2021 Exhibit B Amendment No. 1 to Contract Services Agreement AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT MARTHA'S VILLAGE AND KITCHEN This Amendment No. 1 ("Amendment" to Contract Services Agreement with Martha's Village and Kitchen is hereby entered into this 7 'day of QC40W , 2021, by and between the City of Palm Springs, a California charter city and municipal corporation, ("City"), and Martha's Village and Kitchen, a 501 (c) 3 non-profit corporation, ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". Recitals 1. WHEREAS, on June 24, 2021, the Palm Springs City Council authorized the City Manager to execute an Agreement with Martha's Village and Kitchen to provide a homeless daytime drop -in center operator, and wrap -around services. 2. WHEREAS, on August 25, 2021 the City and Contractor entered into a Contract Services Agreement (Agreement) by which the Contractor is to provide a homeless daytime drop -in center operator, and wrap -around services, for individuals who are homeless or at risk of becoming homeless at the City facility located at 225 El Cielo Drive in Palm Springs for a term of two years, with two (2) one-year (I -year) options to extend. 3. WHEREAS Compensation for Contractor included in Agreement was for $75,000 4. WHEREAS City and Tenant desire to increase compensation to Contractor by $137,050, for a total contract amount not to exceed $212,050 per year, with all other terms and conditions to remain the same. NOW, THEREFORE, the City and Tenant hereby agree as follows: Agreement 1. Section 3.1 of the Agreement be revised to read as follows: "Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $212,050 per year." 2. The Schedule of Costs and Schedule of Performance included in Exhibit A are to be replaced with the Revised Schedule of Costs and Revised Schedule of Performance attached hereto as Attachment 1. All other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have duly executed this Amendment on the date first set forth above. [SIGNATURES ON NEXT PAGE] MARTHAS VILLAGE AND THE CITY OF PALM SPRINGS KITCHEN ("Contractor") ("City") av: By: inda Barrack J in Clift40" on President & Chief Executive Officer City Manager Approved as to Form: qJBa WherqP0-- City Attorney BYtr1'tY0MW% -gnm T.It 1 FAiA ASg�� .,j r. Attest: ATTACHMENT 1 Revised Schedule of Costs and Revised Schedule of Performance Revised Schedule of Costs Martha's City of Village and Palm Total Martha's Village and Kitchen's - Palm Kitchen - Springs - Springs Access Center -Program Budget Funding Funding Employee Expense / All inclusive - 2.0 FTE Case Manager/ Employment Specialist -1.0 FTE 179,016 144,000 323,016 Program Manager /Case Manager - .20 FTE Senior/Exc. Manager - .40 FTE Reporting Specialist - 2.5 Security - Consultant 52,000 0 52,000 Phone - Four lines - Client and Staff lines 1,500 1,500 3,000 Internet - For staff and client connection - 2,500 0 2,500 Alarms -Monthly fee and install Travel - Staff - Mileage and Van Expense / Client 15,119 0 15,119 - Bus passes, Uber, etc.. Advertising / Staff training and hiring costs 2,000 0 2,000 Building and Equipment Small repairs 1,200 0 1,200 Client Supplies (Birth Certs, Licenses, Certifications, IDs, Uniforms, interview and 3,000 1,500 4,500 employment clothing, hygiene items, etc.) Insurance - For office content 1,100 0 1,100 Client and Staff - Computers - Scanners - 7,300 2,000 9,300 Printers- Hot Spots - Software, Cameras - etc. Furnishings 2,500 2,500 5,000 Equipment 6,000 0 6,000 Office supplies 3,400 0 3,400 Showers and Restrooms 0 25,000 25,000 Laundry 2,500 4,100 6,600 Miscellaneous and PPE and air purifiers 1,000 4,000 5,000 Administration and Compliance 15% 42,020 27,450 69,470 Total 322,155 212,050 534,205 Contractor may shift funds from one budget line item to another budget line item for eligible costs. However, the Administration and Compliance 15% budget line item may not be modified. In no case shall total annual expenditures exceed the total annual budget amount of $212,050. *** Please note Martha's Village's Budget does not included an additional $40,000 to $50,000 in donations of In -kind items and grant writing to secure future funds. Revised Schedule of Performance Services will commence on or about August I, 2021, subject to execution of Agreement, completion of work necessary to set-up computers with internet access and to recruit, retain and train volunteers and staff members to operate homeless daytime drop -in center, and wrap -around services; and continue for two years, with two (2), one (1) year options. Annual fees to be paid by City shall not exceed TWO HUNDRED TWELVE THOUSAND FIFTY DOLLARS ($212,050). CONTRACT SERVICES AGREEMENT Martha's Village and Kitchen THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered into on T _ 11 , 2021, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Martha's Village and Kitchen, a 501 (c) 3 non-profit corporation, ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a homeless daytime drop -in center operator, and wrap- around services, for individuals who are homeless or at risk of becoming homeless ("Project"). B. Contractor has submitted to City a proposal to provide a homeless daytime drop -in center operator, and wrap -around services, for individuals who are homeless or at risk of becoming homeless, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated herein by reference (the "Services" or "Work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 55575.18165' 32899991.2 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non -performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $75,000 per year. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor's invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 5 5575.18165'.32899991.2 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer, 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of two years, with two (2) one- year (I -year) options to extend, commencing on August 1, 2 02 1, and ending on June 30, 2023, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 55575 iSI65-32999991.2 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Linda Barrack, President and Chief Executive Officer. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract or issue a memorandum of understanding with any other individual or entity to perform any Services required under this Agreement without the City Manager's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor's work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel 55575.18165 32899991.2 without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Linda Barrack President and Chief Executive Officer TBD Case Manager, Employment Specialist - 2.0 FTE TBD Program Manager Case Manager - 1.0 FTE TBD Senior/ Executive Manager - 0.2 FTE TBD Security - 2.5 FTE TBD Reporting Specialist - 0.4 FTE 5.6 California Labor Code Re uirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements. 5.7 Background Check. All of Contractor's employees, including volunteers and subcontractors' employees who provide direct services to clients, will require a Live Scan fingerprint background check to be arranged for by Contractor at Contractor's sole expense. Contractor shall maintain all Live Scan records in a secure and confidential site at all times, and verification of status shall be included in reports provided to City and made available to the City immediately upon request as permitted by law. 5 5575.18165'. 32899991 2 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor's obligation to defend, indemnify, and.`or hold harmless arises out of Contractor's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor's liability for such claim, including the cost to defend, shall not exceed the Contractor's proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The 55575.18165028999912 Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above -referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor's performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or 55575.18165' 32899991.2 approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non -judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non -prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non -Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor -in -interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant A ainst Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or 55575.18165\32899991.2 recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager;' City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Martha's Village & Kitchen, Inc., Attention: Linda Barrack 83791 Date Ave Indio, CA 92201-4737 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 15575.1 R 165' 32899991.2 11.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] 55575.18165' 32899991.2 SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND MARTHA'S VILLAGE AND KITCHEN IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Date: tip' IWI. APPROVED BY CITY COUNCIL. Li? ,qvpj 96 APPROVED AS TO FORM: By: _� Jeff ey Wbaftlin. , City Attorney "CITY" City of Palm Springs By: Justin on City Manager ATTEST By: AnthonyLkAjta City Clerk Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. CONTRACTOR NAME: AqK A � Check one: Individual _ Partnerships Corporation SsnCg 1 'Cb&M• PaW.n,10 e-� Address �',c�d1►� } � _ �Z2o1 By y Signature (Notarized) (Notarized) 55575.18165M899991.2 CALLA Au4nm w Ac mow mlamm CnRL CODE § 1182 A not" pubfto at other dfim aalnpttdr dit t- I v!ca0e vw7Me a* the Wwary d dies i I ' In who aivhrd to domrnwtt to which this HE I I b ettecttrd amd not the vuddukmm accuracy. ar trd ty d the doamertt State of Oaf is ) at +E r s Date 1 Dr area C o e M i dw W ,I of dhe U ndct L.a., &artrA irr"v -�--- who proved In me an the basis of anfiabolkity &*lamas to be the pwaorft whose rwrwN.eraM atfeanbed to &a ,willmt itabunad mid atknwwiedpad to me that AarehevJw execuftd the eame in *:Rrarthw auntortaed c * and that byJdW+er!lhar sWwture(s) an the hdrtr„ad me peraon(a)- cr the adity upon behalf of which tits perattr M acted, etmraded the tnsbtrraf& 1 oer* under PENALTY OF PER,MW umda the laws of the state of Cmtarws Oud the fineW* parawnph ra true mhd cnrrect w1Tr¢93 my Freud and affirm! seyeL A. MUM JR. 0. Notary Public - California s 9igndsre Riverside County zAAAhfiv Commission 9 2360397 C. sty omm . ExOYres Jun 9, 2025 Pine AkdwY .9aW Abow Thwugh thi section ie q Dme4 rmry�tet V* tnfafrr sbm ass doter aftaatbn or the darxrrrrerrt or rrmKide mt +hniftdrmad of this tam ib as urjmtarrded clDeumml Dersx4i5an of Attached Do )neat �44.LA A L Trtle or Type of (/r� Nurnbw of Pages S*xw" Other Than Named Above: CapodW-4 Claimed by Big-r(a) Signarre Name: ❑ cam Ott'eaer — Titter}: ❑ Pas b= — ❑ turtofied ❑ Gam ❑ hrdvidual ❑ Attomey it Fact ❑ Trustee ❑ atmrdat or Cvtaavator ❑ Other. la Repreeerdinp: Sigrrers Name ❑ Omparal8 Often — Tit *e ❑ Pwbha — ❑ L'► rdW ❑ Gerraat ❑ Irsdivtdtral ❑ Attorney it Fad ❑ Trustee ❑ GUwdmh or Canaavda ❑ Other Si>gtha Is pap eaerdirtg: IIW4 NeboM fdo" Asaacistion • ----- Adtiortsl Mmy erg • 14WUS NDTARy V 41I I$7d-a'3827) Mom t19 W 1-3 55575 1816502899991 2 EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including, Schedule of Fees m Schedule of Performance 55575.18165 328999912 33 CONTRACTOR'S SCOPE OF SERVICESIWORK Scope of Services for 225 El Cielo Drive, Palm Sprinas Contractor is entering into an agreement with the City of Palm Springs for use of the former Boxing Club at 225 El Cielo Drive to assist unsheltered homelessness in Palm Springs. Specifically, the facility will serve as a Daytime Drop -in Center with associated activities for homeless individuals, offer counseling services, offer employment services, offer case worker support, and maintain general administrative office functions. A primary function of the Daytime Drop -in Center is to connect individuals to and navigate them through housing resources FACILITY RULES AND REQUIREMENTS. Cause No Disturbance. The Contractor shall monitor outdoor parking areas, walkways, and adjoining properties and shall take all necessary measures to ensure that customers do not loiter, create noise, litter, or cause any disturbances while on -site. The Contractor or subcontractors shall ensure that at closing time, all customers leave the property promptly and that the property is clean and secure before the owner/operator leaves the premises. Grounds for Revocation. Non-compliance with any of these rules or with City codes and ordinances, State laws; any valid citizen complaints or policing and safety problems (not limited to excessive alcohol consumption, noise, disturbances, signs, etc.) regarding the operation of the establishment; as determined by the Chief of Police or the Director of Building and Safety, may result in proceedings to terminate the Agreement. In addition, violations of the City Codes and Ordinances will result in enforcement actions which may include citations, arrest, temporary business closure, or termination of this Agreement. Comply with City Noise Ordinance. The Contractor shall comply with the provisions of Section 11.74 Noise Ordinance of the Palm Springs Municipal Code. Violations may result in revocation of this Agreement. Food Service. The Contractor is prohibited from providing meal service to patrons at the facility. Meal service may be provided at approved off -site locations. While meal service is prohibited, water, soft drinks, coffee and pre -packaged food items may be provided to patrons while using the facility. Distribution of Food and Other Commodities. No mass distribution of food, clothing or other similar commodities is permitted at the subject site. Packaged snacks and meals on wheels type of packages are permitted. Contractor may distribute vouchers from partner organizations to provide clothing, laundry services, and bus passes. Bus pass 55575 1816"2899991 2 vouchers will have unique number, clients to sign log for bus pass, log to include unique bus pass number, and use of bus pass to be noted in client case files and 1 or logs. On -site Security. The Contractor shall be required to provide on -site security staff a minimum of one and one-half (1-112) hours prior to opening hours and for one and one- half 0-1121 hours after closing hours. Loitering. Patrons of the facility shall not be permitted to loiter on the subject site or on adjacent parcels. On -site security staff shall be responsible for monitoring and reporting incidents of loitering. Lighting. City to provide adequate lighting at all entrances. Contractor to maintain lighting and ensure building entrances remain illuminated between sunset and sunrise. 24-Hour Contact Number. The Contractor shall be required to maintain a 24-hour contact number visible and available to the public to report any disturbances or issues related to the facility. Si n Applications Required. No signs are approved by this action. Separate approval and permits shall be required for all signs in accordance with Zoning Ordinance Section 93.20.00. Exterior Alarms & Audio Systems. No sirens, outside paging or any type of signalization will be permitted. Contractor may install silent alarm with remote 24-hour monitoring. Video Cameras: Contractor may install video cameras with remote 24-hour monitoring ability. Outside Storage. Outside storage may be permitted as approved as a part of the proposed plan. No off -site Parking. Vehicles associated with the operation of the proposed development including company vehicles or employee's vehicles shall not be permitted to park off the proposed building site unless a parking management plan has been approved. Bicycle Parking. The project shall be required to provide secure bicycle parking facilities on site for use by patrons and employees. Location and design shall be approved by the Director of Development Services -Outdoor Use. The applicant shall not be permitted to provide any facilities (such as seating, misting systems, or shade structures) outside of the tenant spaces shown on the approved floor plan, nor may patrons be permitted to congregate outside of the tenant spaces except as approved by the Director of Development Services. Addition of Building Space. Any addition of building space not currently described in the Agreement shall require an amendment to the Agreement is 55575 18165 328999912 Security Plan. A security plan, reviewed and approved by the Police Department, shall be required to establish security protocol for the subject property. The security plan shall address site lighting, security cameras, and any other security features deemed necessary by the Police Department. The security plan may be modified by the Police Department at any point in the future based on any identified security concerns. On -site Security. On -site security shall conform to the minimum requirements identified in PSMC Section 5.52. On -site security personnel shall be required to wear uniforms in accordance with PSMC Section 5.52.100, or as may otherwise be approved by the Police Department. The applicant shall provide the names of all on -site security personnel to the Police Department and shall notify the Police Department within forty-eight (48) hours of any changes to the list of security personnel. CONTRACTOR RESPONSIBILITIES. Facility Management 1. Ensure that facility is open and adequately staffed during hours of operation. 2. Maintain and manage use of equipment needed to satisfy the health, hygiene, and immediate needs of clients, including showers, restrooms, laundry, water, snacks and packaged food as needed. 3. Maintain and manage access to indoor lockers for short-term storage of client belongings. Contractor shall not provide outdoor storage for client belongings. 4. Provide equipment needed to operate the program, including computers, tables, chairs, etc. 5. Responsibly maintain cleanliness of facility. 6. Report all safety issues and maintenance issues immediately to City. 7. Ensure that property signage is posted on site as required by City, Riverside County, or other relevant entities. 8. Program Operator will provide supplies for, and maintain bathroom and shower cleanliness, during operating hours. Administration 1. Provide staff to support and facilitate all operations. 2. All the Contractor and Subcontractor employees who are assigned to the Project shall be subject to the management and direction of the Contractor, and not the City. The Contractor will be responsible for all employer obligations toward the employees (such as compensation, benefits and workers compensation coverage) and for compliance with all applicable labor laws. Contractor is an independent contractor; the City shall have no obligations as an employer to Contractor or Subcontractor employees. 3. Contractor shall, at its sole cost and expense, shall operate the Homeless Access Center and related activities. 4. Case managers and employment specialists will utilize laptop computers with secure internet connections to record data on site, including: • Intake meetings with each homeless individual and family to establish a customized path for their specific needs. If client opts not to participate in 16 55575.18165 328999912 establishing the customized path for their specific needs, Contractor shall make subsequent attempts to have client participate in establishing the customized path for their specific needs if or when client visits the Homeless Access Center again. • Collecting and analyzing statistical records, including clients' intake data, program participation, client records, and demographic profiles. If client opts not to participate in providing such intake data, Contractor shall make subsequent attempts to collect such client intake data if or when client visits the Homeless Access Center again. • Data collection and data entry into the agency's C-Star database and HMIS. If client opts not to participate in providing such data, Contractor shall make subsequent attempts to collect such client data if or when client visits the Homeless Access Center again. • Preparation and presentation of monthly reports that includes information regarding: progress toward stated outcomes, evaluation of data and programs; analysis of success and barriers; integration of Housing First best practices; analysis of successes and barriers, and review of trends in services and/or population served. 5. Ensure that records are properly kept and documents containing confidential and/or personal -identifying information are stored securely. • Provide and document Intakes, Screening and Assessments using County of Riverside Coordinated Entry and HMIS system(s) when available. Intake data to include Vulnerability Index - Service Prioritization Decision Assistance Tool (VI-SPDAT), client demographics, and frequency of visits on a daily, monthly, and annual basis. If HMIS system is not available, Contractor to record intake data using an alternative system on a temporary basis and add into HMIS system when available. • Provide digital data files to City in format consistent and compatible with the State of California Business, Consumer Services, and Housing Agency reporting requirements. 6. Provide regular performance and progress reports to City. 7. Contractor will designate a lead staff person to serve as the Homeless Access Center Manager with Management Team support. This staff person will be available on call by cell phone when not on site. 8. Identify partners and enter into agreements as needed with entities delivering services in connection with this scope of work. Including but not limited to the services agreement, memorandums of understanding with other partners yet to be determined, and grant funding agreements with other entities. Negotiate and administer subcontracts related to this scope of work. This will include performance monitoring and reporting as specified by those agreements. 9. Set standards and monitor performance in service delivery, program operations, budget management, and outcomes. 55575 18165r32899991.2 Programs and Services 1. Programs and services provided in connection with the facility will be primarily focused on unsheltered homeless individuals. 2. Programs and services will be conducted in a manner that presents low barrier to access. 3. No individual shall be discriminated against or denied access to services based on actual or perceived race, color, religion, ancestry, national origin, disability, medical condition, marital status, domestic partner status, sex, gender, gender identity, gender expression, or sexual orientation. 4. Programs and Services to include: • Assist individuals to obtain permanent housing, supportive housing, shelter, or program placement. This includes intake and assessment for the Coordinated Entry System and Continuum of Homeless Management Information System, and other housing resources like housing document assistance, housing location services, or affordable housing waitlists. • Assist individuals with securing health, disability, social security and other benefits • Computer skills, internet searches for employment, completing on-line employment applications, and interview techniques • Employment assessment - Determine an individual's strengths and weaknesses • Basic First Aid — some employers require basic first aid cards • Food Handlers Certificate — Required for food handler jobs • Case management to clients based on their individual needs and desires • Snacks, juice, coffee, soda and water • Provide vouchers for use of laundry facilities and for bus pass system based on client need • Access to a computer lab and phones • Information and referral services • Work with partners to provide periodic on -site medical services or referrals to outside agencies with staff support • Coordinate access to voluntary behavioral health services • Coordinate access to other support services like cash and non -cash benefits. • Family reunification program • Transportation assistance • Employment/interview preparedness • Legal aid services • Veterans services or referrals to outside Veterans agencies with staff support • Assist clients with selecting healthcare providers (including medical, dental and vision), selecting doctors, and renewing healthcare on an annual basis • Assistance with food stamps, birth certificates, and identification cards • Provide vouchers for clean clothes • Notary service 1s 55575,18165 32899991.2 5. The Contractor, with and City staff from the Police, Facilities, and Community and Economic Development departments, agrees to conduct quarterly forums for area residents and business owners in order to receive input on any neighborhood security issues and discuss potential resolutions. 6. The Contractor shall also work with City staff from the Police, Facilities, and Community and Economic Development departments to amicably resolve complaints related to the operations at this property CITY OF PALM SPRINGS RESPONSIBILITIES. 1. The City of Palm Springs will continue to be responsible for maintenance and repairs needed to keep the facility in safe and habitable condition. Contractor will provide staff to oversee and operate the facility. 2. Office space for staff of 4 (may be portable / modular office unit) 3. Supply 1 or 2 storage units as needed for program operations including program supplies, administrative equipment, cleaning supplies, and emergency shelter supplies, with access and management of units to be overseen by Contractor. 4. Bear responsibility for costs of utilities, maintenance, repairs, and facility improvements needed to adequately and safely use the facility for program operation, 5. Supplement facility amenities with mobile shower unit and portable toilets. The City will be responsible for the physical condition of the Premises and for bearing the cost of property -related expenses, including utilities, maintenance, repairs, and tenant improvements needed to operate the program at the Premises. The City will, under separate agreements, make all arrangements for all Project location expenses and any required City permits. 1� 55575.18165' 32899991.2 Schedule of Costs Martha's City of Village and Palm Total Martha's Village and Kitchen's - Palm Kitchen - Springs - Springs Access Center -Program Budget Funding Funding Employee Expense / All inclusive - 2.0 FTE Case Manager/ Employment Specialist -1.0 FTE Program Manager /Case Manager - .20 FTE 179,016 18,550 323,016 Senior/Exc. Manager - .40 FTE Reporting Specialist - 2.5 Security - Consultant 52,000 0 52,000 Phone - Four lines - Client and Staff lines 1,500 1,500 3,000 Internet - For staff and client connection - 2,500 0 2,500 Alarms -Monthly fee and install Travel - Staff - Mileage and Van Expense / Client 15,119 0 15,119 - Bus passes, Uber, etc.. Advertising / Staff training and hiring costs 2,000 0 2,000 Building and Equipment Small repairs 1,200 0 1,200 Client Supplies (Birth Certs, Licenses, Certifications, IDs, Uniforms, interview and 3,000 1,500 4,500 employment clothing, hygiene items, etc.) Insurance - For office content 1,100 0 1,100 Client and Staff - Computers - Scanners - 7,300 2,000 9,300 Printers- Hot Spots - Software, Cameras - etc. Furnishings 2,500 2,500 5,000 Equipment 6,000 0 6,000 Office supplies 3,400 0 3,400 Showers and Restrooms 0 15,000 25,000 Laundry 2,500 2,500 5,000 Miscellaneous and PPE and air purifiers 1,000 4,000 5,000 Administration and Compliance 15% 42,020 1 27,450 69,470 Total 322,155 1 75,000 532,605 Contractor may shift funds from one budget line item to another budget line item for eligible costs. However, the Administration and Compliance 15% budget line item may not be modified. In no case shall total annual expenditures exceed the total annual budget amount of $210,450. *** Please note Martha's Village's Budget does not included an additional $40,000 to $50,000 in donations of In -kind items and grant writing to secure future funds. 20 555 75.18165\32899991.2 7i 55575.18165,.3289999I.2 Schedule of Performance Services will commence on or about August 1, 2021, subject to execution of Agreement, completion of work necessary to set-up computers with internet access and to recruit, retain and train volunteers and staff members to operate homeless daytime drop -in center, and wrap -around services; and continue for two years, with two (2), one (1) year options. Annual fees to be paid by City shall not exceed SEVENTY-FIVE THOUSAND DOLLARS ($75,000). 22 5 5575.181 b 5'.32899991 2 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self -Insured Retentions, and Severability of Interests (Separation of Insureds) 13 55575.18165' 32899991.2 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scone of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required C _ is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 2..4 55575.18165'. 32899991.2 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 25 5 557 5 18165'.32899991.2 D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self -insured retention under the policy. Contractor guarantees payment of all deductibles and self -insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 6 55575.18165132899991.2 ACORTO® CERTIFICATE OF LIABILITY INSURANCE E(MMID DA 0303/202D THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER CONTACT NAME: Quetta Rodriguez Garcia Insurance Inc 2099 E. Tahquitz Canyon Way AICNE. xt: (760) 320-1111 .AX No;: (760) 320-1175 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIL# Palm Springs CA 92262 INSURERA: Wesco Insurance INSURED INSURER B: Tangram Insurance Services Martha's Village ♦£ Kitchen, Inc. INSURER C : Security National 83791 Date Avenue INSURER D: INSURER E; Indio CA 92201 1 INSURER F: COVERAGES CERTIFICATE NUMBER: CL233307694 REVISION NUMBER. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD WVD POLICYNUMBER MW MW LIMITS COMMERCIALGENERALLIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE ® OCCUR PREMISES Ea occurrence S 100,000 MED EXP (AM one person) S 5,000 PERSONAL &ADV INJURY $ 1,000,000 A Y WPP159749205 03103/2023 03/03/2024 GEN'LAGGREGATE LIMITAPPLIES PER: GENERALAGGREGATE $ 3,000.000 POLICY ❑ JECOT LOC PRODUCTS -COMP/OPAGG s 3,000,000 Professional Liability $ 1,000,000 OTHER. AUTOMOBILE LAINUTY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY Pw persom s 1,000,000 ANYAUTO A OWNEO SCHEDULED AUTOS ONLY AUTOS WPP159749205 03/03/2023 03/03/2024 BODILY INJURY fPer accident) $ PROPERTY DAMAGE Per accident $ HIRED NON-0IANED AUTOS ONLY AUTOS ONLY Medical payments $ 5,000 UMBRELLA LIAR OCCUR EACH OCCURRENCE E 5,000,000 AGGREGATE $ A EXCESS LIAB CIAIMS-MADE WPPI59749205 03103/2023 03/03/2024 DEO I I RETENTION $ $ B WORKERS COMPENSATION ANDEMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? (Mandatory In NH) NIA SATI$0535500 03/03/2023 03/03/2024 PER OTH- STATUTE ER E.L. EACHACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe undo, DESCRIPTION OF OPERATIONS belay E.L. DISEASE -POLICY LIMIT $ 1,000,000 Directors and Officers Each Claim $1,000,000 C SML154198006 03/03/2023 03/03/2024 Retention $10,000 DESCRIPTION OF OPERATIONS/LOCATIONS IVEHICLES (ACORD 101, Add8lonal Remarks Schedule, may be attached if more apace Is required) RECEIVED s`LI..Ll V LLJ City of Palm Springs is named as additional insureds. `10 day notice of Cancellation may be issued for nonpayment of premium. MAR 0 6 2023 City Hall Reception Desk CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E. Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs CA 92262 _ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY GENERAL LIABILITY ENHANCEMENT: NONPROFIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $100,000 limit 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $50,000 limit 2 Damage to Premises Rented to You $1,000,000 2 HIPAA Clarification 3 Medical Payments $20,000 4 Medical Payments — Extended Reporting Period 3 years 4 Athletic Activities Amended 4 Supplementary Payments — Bail Bonds $10,000 4 Supplementary Payment — Loss of Earnings $1,500 per day 4 Employee Indemnification Defense Coverage $25,000 4 Key and Lock Replacement —Janitorial Services Client Coverage $20,000 limit 4 Additional Insured — Newly Acquired Time Period Amended 5 Additional Insured — Medical Directors and Administrators Included 5 Additional Insured — Managers and Supervisors (with Fellow Employee Coverage) Included 5 Additional Insured — Broadened Named Insured Included 5 Additional Insured— Funding Source Included 6 Additional Insured - Home Care Providers Included 6 Additional Insured — Managers, Landlords, or Lessors of Premises Included 6 Additional Insured — Lessor of Leased Equipment Included 6 Additional Insured — Grantors of Permits Included 6 Additional Insured — Vendor Included 6 Additional Insured — Franchisor Included 7 Additional Insured — As Required by Contract Included 7 Additional Insured — Owners, Lessees, or Contractors Included 7 Additional Insured — State or Political Subdivisions Included 7 Additional Insured —Trustees, Officials, Members of the Board of Governors, Rabbi, lergymen or Deacons Included 8 Duties in the Event of Occurrence, Claim or Suit Included 8 GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 1 of 9 Used with permission Unintentional Failure to Disclose Hazards Included 8 Transfer of Rights of Recovery Against Others To Us Clarification 8 Liberalization Included 8 Bodily Injury — includes Mental Anguish Included 8 Personal and Advertising Injury — includes Abuse of Process, Discrimination Included 9 Aggregate Limit Per Location Included 9 A. Extended Property Damage Section I — Coverages, Coverage A Bodily Injury and Property Damage Liability, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury"_or "property damage" resulting from the use of reasonable foFce to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability Section I— Coverages, Coverage A Bodily Injury and Property Damage Liability, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $100,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renters liability insurance of the client. C. Non -Owned Watercraft Section I— Coverages, Coverage A Bodily Injury and Property Damage Liability, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy Section I — Coverages, Coverage A Bodily Injury and Property Damage Liability, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $50,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of Section I — Coverages, Coverage A Bodily Injury and Property Damage Liability, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 2 of 9 Used with permission Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits of Insurance. b. Section III — Limits of Insurance, Paragraph 6, is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to anyone premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. Section V — Definitions, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract; 2. Section IV — Commercial General Liability Conditions, Subsection 4. Other Insurance, Paragraph b. Excess Insurance; (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; _3. The Damage To Premises Rented To You Limit Section of the Declarations is amended to the greater of: a) $1,000,000; or b) The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA Section 1— Coverages, Coverage A Bodily Injury and Property Damage Liability, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a) Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b) Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c) Other Remedies Any remedy other than monetary damages for penalties assessed. d) Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 3 of 9 Used with permission 3. Section V — Definitions is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. G. Medical Payments — Limit Increased to $20,000, Extended Reporting Period If Coverage C — Medical Payments is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of Section III— Limits of Insurance to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part 2. Section I — Coverage, Coverage C Medical Payments, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: b) The expenses are incurred and reported to us within three years of the date of the Accident. H. Athletic Activities Section I — Coverage, Coverage C Medical Payments, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments Section I — Coverages, Supplementary Payments — Coverage A and B are amended as follows: 1.b. is deleted in its entirety and replaced by the following: 1. b. Up to $10,000 for cost of bail bonds required because of accidents or traffic law Violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $1,500 a day because of time off from work. J. Employee Indemnification Defense Coverage Section I — Coverages, Supplementary Payments — Coverage A and B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. K. Key and Lock Replacement —Janitorial Services Client Coverage Section 1— Coverages, Supplementary Payments — Coverage A and B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $20,000 policy aggregate. GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 4 of 9 Used with permission We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or anyone to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contractor work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: -(a) To substitute for a permanent "enfployee"-as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds Section II — Who Is An Insured is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is deleted in it's entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators — Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors — Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co- "employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a. (1) (a) of form CG 00 01 as it applies to managers of a limited liability company. c. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 5 of 9 Used with permission d. Funding Source —Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers — At the first Named Insured's option, any person or organization under your direct supervision and control while providing for your private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new_ construction or demolition operations performed -by or on behalf of that person or organization. g. Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors — Only with respect to "bodily injury' or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you: (c) Any physical or chemical change in the product made intentionally by the vendor; GL990252 0717 Includes Copydghted Material of the Insurance Services Office, Inc. Page 6 of 9 Used with permission (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exception contained in Sub- paragraphs (d) or (f); or __(ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor —Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract — Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors — Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) _That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. m. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 7 of 9 Used with permission (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) Bodily injury" or "property damage" included within the "products -completed operations hazard." n. Your trustees, officials, members of the board of governors, Rabbi, Clergymen or Deacons but only with respect to their duties as such. M. Duties in the Event of Occurrence, Claim or Suit Section IV — Commercial General Liability Conditions, Paragraph 2. Is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include:_ This condition will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership: or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards Section IV — Commercial General Liability Conditions, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us Section IV — Commercial General Liability Conditions, 8. Transfer of Rights of Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit' or transfer those rights to us and helps us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of loss, provided the waiver is made in a written contract. P. Liberalization Section IV — Commercial General Liability Conditions, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury— Mental Anguish Section V — Definitions, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 8 of 9 Used with permission R. Personal and Advertising Injury —Abuse of Process, Discrimination If Coverage B Personal and Advertising Injury Liability Coverage is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. Section V — Definitions, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. Section V — Definitions, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; c. Directly or indirectly.related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. S. Aggregate Limit Per Location Section III — Limits of Insurance and Section V— Definitions 1. Under Section III — Limits of Insurance, the General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. 2. Under Section V — Definitions, the following definition is added as follows: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 9 of 9 Used with permission IN REPLY REFER TO'. FEBRUARY 27, 2023 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262-6959 CERTIFICATE OF WORKERS' ----------------------- COMPENSATION INSURANCE CANCELLATION NOTICE ------------------ RE: CERTIFICATE DATED DECEMBER 1, 2022 THE WORKERS' COMPENSATION INSURANCE POLICY FOR THE EMPLOYER NAMED BELOW WILL BE CANCELLED EFFECTIVE APRIL 3, 2023 AT 12:01 A.M. IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE CONTACT THE EMPLOYER NAMED BELOW EMPLOYER: PAD ILLA TREE SERVICE PO BOX 752 THOUSAND PALMS, CA 92276 POLICY 1863301-22 CUSTOMER SERVICE REPRESENTATIVE CUSTOMER SERVICE CENTER (888) 782-8338 5860 Owens Or Pleasanton, CA 94588-3900 Mailing Address: P.O. Box 81" - Pim—P+nn r1A 94588-9682 RECEIVED MAR 0 6 2023 City Hall Reception Desk SCIF 19102 CONTRACT ABSTRACT Contract prepared by: Procurement & Contracting Submitted on: 05/04/2023 By: Annie Fonseca, Housing Program Assistant Contract Company Name: Martha’s Village and Kitchen Company Contact: Sam Hollenbeck, CEO Summary of Services: Contract Services Agreement – Amendment No.4 to extend the term of the contract to June 30, 2024 (Access Center & Overnight Shelter Services) Contract Price: Extending the term at an amount of $212,050 and a revised total not-to-exceed contract amount of $741,614. Funding Source: GF Homeless Programs Contract Term: July 1, 2023 to June 30, 2024 Contract Approvals City Council Approval Date: April 27, 2023 Agenda Item No./ Resolution Number: 1D Agreement No : 8922 Contract Compliance Exhibits: N/A Signatures: YES Insurance: YES Bonds: N/A Contract Administration Lead Department: Community & Economic Development Contract Administrator: Jay Virata, Director DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 ATTACHMENT A AMENDMENT NO. 4 TO CONTRACT SERVICES AGREEMENT MARTHA’S VILLAGE AND KITCHEN This Amendment No. 4 ("Fourth Amendment") to Contract Services Agreement with Martha’s Village and Kitchen is hereby entered into this ___ day of ________________, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation, ("City"), and Martha’s Village and Kitchen, a 501 (c) 3 non-profit corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. Recitals 1. On June 24, 2021, the Palm Springs City Council authorized the City Manager to execute an Agreement with Martha’s Village and Kitchen to provide a homeless daytime drop-in center operator, and wrap-around services. 2. On August 25, 2021 the City and Contractor entered into a Contract Services Agreement (Agreement) by which the Contractor is to provide a homeless daytime drop-in center operator, and wrap-around services, for individuals who are homeless or at risk of becoming homeless at the City facility located at 225 El Cielo Drive in Palm Springs for a term of two years, with two (2) one-year (1-year) options to extend with the initial term commencing on August 1, 2021 and ending on June 30, 2023 for a not to exceed amount of $75,000 per year totaling $150,000 for the initial term . 3. On October 26, 2021, City and Contractor entered into the First Amendment (First Amendment) to increase the Compensation not exceed $137,050 per year for increased services for a revised annual total of $212,050 per year and totaling $424,100 for the initial term ending June 30, 2023, with all other terms and conditions to remain the same . 4. On December 29, 2021, City and Contractor entered into the Second Amendment (Second Amendment) to allow for 3 Full Time Equivalent Security (FTE) rather than 2.5 FTE as stated in the Agreement for no additional cost to the City. 5. On December 29, 2022, City and Contractor entered into the Third Amendment (Third Amendment) to allow overnight shelter services from January 2, 2023, to February 28, 2023, for an amount not to exceed $105,464 for a revised contract amount not to exceed $529,564 for the initial term ending June 30, 2023. 6. City and Contractor now desire to amend the Agreement to exercise a portion of the first option, to allow overnight shelter services from June 1, 2023, to September 30, 2023, and to amend the Compensation for the three-month period to be $137,026, for a total contract amount not to exceed $666,590. NOW, THEREFORE, the City and Contractor hereby agree as follows: Agreement 1. The recitals are true and correct and are incorporated by this reference. DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 2. Section 1.1 Scope of Services, is amended to include the addition of overnight emergency shelter services from June 1, 2023, to September 30, 2023. 3. Section 3.1 Compensation of Contractor of the Agreement be revised to read as follows: Contractor shall be compensated and reimbursed $137,026 for the three-month period from July 1, 2023, to September 30, 2023, for basic services, for a revised overall contract amount not to exceed $666,590. 4. Section 4.4 Term of the Agreement is revised to exercise a portion of the option and extend the term of the Agreement to September 30, 2023. 5. All other terms and conditions of the Agreement shall remain in full force and effect. DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 IN WITNESS WHEREOF, the parties have duly executed this Amendment on the date first set forth above. MARTHAS VILLAGE AND THE CITY OF PALM SPRINGS KITCHEN ("Contractor") ("City") By: _______________________ By: ________________________ Sam Hollenbeck Scott C. Stiles President & Chief Executive Officer City Manager Approved as to Form: __________________________ Jeff Ballinger City Attorney Attest: __________________________ Brenda Pree City Clerk DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 6/28/2023 6/28/2023 6/28/2023 ATTACHMENT 1 2023-2024 Scope of Services Addendum In addition to the terms and conditions of the Agreement by and between the City of Palm Springs, a California charter city and municipal corporation, and Martha’s Village and Kitchen, a 501 (c) 3 non-profit corporation, dated August 25, 2021, and amended on October 26, 2021, December 29, 2021, and December 29, 2022, Contractor shall provide Additional Services at the Palm Springs Access Center, located at 225 El Cielo Drive, as described below: 1. Contractor will provide low barrier overnight relief for unsheltered homeless individuals. Food Service may be provided to clients receiving Additional Services. 2. The Additional Services will be provided from June 1, 2023, to September 30, 2023. 3. The hours for the Additional Services will be 4:30 PM to 7:30 AM nightly. 4. A maximum of 40 individuals per night can be provided the Additional Services. 5. All other terms and conditions of the Agreement shall remain in full force and effect. DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 CITY COUNCIL STAFF REPORT DATE: JUNE 5, 2023 BUSINESS AND LEGISLATIVE SUBJECT: APPROVE CHANGES TO UNEXECUTED FOURTH CONTRACT AMENDMENT TO AGREEMENT NO. 8922 WITH MARTHA’S VILLAGE AND KITCHEN FOR OPERATIONS OF THE PALM SPRINGS DAYTIME DROP-IN ACCESS CENTER FROM: Scott C. Stiles, City Manager BY: Community & Economic Development Department SUMMARY: On April 27, 2023, the City Council approved a fourth amendment to Agreement No. 8922 with Martha’s Village and Kitchen (Agreement) to operate a daytime drop-in center at 225 El Cielo Drive (Access Center) and wrap-around services for homeless individuals. The purpose of the April 27, 2023 fourth amendment was to correct the contract amounts that were reflected in Amendment No. 3, exercise the option to extend the term of the Agreement one year; and allow for temporary overnight shelter services from June 1, 2023 to September 30, 2023, and December 1, 2023 to February 29, 2024. However, Martha’s Village and Kitchen has informed staff that given funding constraints they cannot commit to providing services for the entire one-year term and have requested the agreement term to be limited to just three months. In addition, they are requesting the City pay the entire amount for the services which is a modification from the current Agreement where costs are split between Martha’s Village and Kitchen and the City. The proposed action would approve a new Amendment No. 4 (Attachment A) to extend the Agreement to September 30, 2023, instead of June 30, 2024, and to change the amount of the contract from $212,050 for the twelve-month period to $137,000 for the three-month period. There will be no impact to the temporary overnight shelter operations which are funded by the County of Riverside. RECOMMENDATION: 1. Make corrections to Amendment No. 3 to reflect an annual amount of $212,050, an increased overnight sheltering amount of $105,464 and a revised total not to exceed contract amount for the third amendment to be $529,564. 2. Approve Amendment No. 4 to Agreement No. A8922 with Martha’s Village and Kitchen to: Item 3C - Page 1 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 City Council Staff Report June 5, 2023 -- Page 2 Martha’s Village Agreement Amendment a. Exercise option to extend Agreement until September 30, 2023. b. Change the amount of compensation for the three-month period to $137,026 and the revised total compensation not to exceed the contract amount of $666,590. c. Allow temporary overnight shelter services from June 1, 2023, to September 30, 2023, at no additional cost to the City. 3. Authorize the City Manager or designee to make minor technical changes and execute all necessary documents. BUSINESS PRINCIPAL DISCLOSURE: See Attachment B. BACKGROUND: On August 25, 2021, the City and Contractor entered into the Agreement for homeless daytime drop-in and wrap-around services at 225 El Cielo Drive in Palm Springs (Access Center). On October 26, 2021, City and Contractor executed the First Amendment (First Amendment) to increase the Compensation for added services. On December 29, 2021, City and Contractor executed the Second Amendment (Second Amendment) to allow for 3 Full Time Equivalent Security (FTE) rather than 2.5 FTE as stated in the Agreement. On December 29, 2022, City and Contractor executed the Third Amendment (Third Amendment) to allow overnight shelter services at the Access Center from January 2, 2023, to February 28, 2023. On April 27, 2023, City Council approved the Fourth Amendment to correct the Third amendment, to extend the term and add overnight services, however when staff attempted the have this amendment executed, Martha’s Village had a change in funding situation and could not execute the amendment as approved by Council. Therefore, staff has revised this Fourth Amendment as outlined in this staff report to reflect the latest request from Martha’s Village. STAFF ANALYSIS: Daytime drop-in services provided under the Agreement included Wrap Around services for homeless individuals to be provided at the Access Center. Examples of wrap around services include assisting individuals to obtain permanent housing and supportive housing, assisting individuals with securing health, disability, social security and other benefits, training for computer skills, internet searches for employment, completing on- Item 3C - Page 2 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 City Council Staff Report June 5, 2023 -- Page 3 Martha’s Village Agreement Amendment line employment applications, assist with interview techniques, employment assessment of an individual’s employment strengths and weaknesses, and basic first aid training and assistance with securing food handlers certificates. The Wrap Around services have been provided at the Access Center since August 2021. The previous version of the fourth amendment (approved by City Council on April 27, 2023) was intended to extend the term of the Agreement one year. It also corrected the contract amounts that were reflected in Amendment No. 3, and allowed for temporary overnight shelter services from June 1, 2023, to September 30, 2023, and December 1, 2023, to February 29, 2024. Unfortunately, funding previously available to Martha’s Village and Kitchen for the operation of the Access Center is no longer available. Therefore, they are unable to commit to providing services at the Access Center for daytime drop-in services beyond September 30, 2023. However, it should be noted there will be no impact on the temporary overnight shelter operations which are funded by the County of Riverside and will operate until September 30, 2023. The Agreement is currently set to expire on June 30, 2023. Approval of the Fourth Amendment will allow the daytime drop-in services to continue until September 30, 2023. Staff will work with Martha’s Village and Kitchen during that time to assess the feasibility of continuing the daytime drop-in services beyond September 30, 2023, and to evaluate other options to continue these services. The temporary overnight shelter operations which will be funded by the County of Riverside will continue as planned, from June 1, 2023, until September 30, 2023. Like the daytime drop-in services, staff will work with Martha’s Village and Kitchen to assess the feasibility of providing a temporary overnight shelter during the winter months and to evaluate other alternatives for providing overnight shelter during this time. As noted above, this action will also make a technical correction to Amendment No. 3 to accurately reflect compensation provided for overnight shelter operations at the Access Center during the months of January 2023 and February 2023. Amendment No. 3 erroneously indicated the revised compensation would be $317,514 “per year.” Amendment No. 3 should have reflected that as $212,050. In addition, the total value of the contract was understated as it left out the second year of the contract. The proposed Fourth Amendment corrects the compensation in Fiscal Years 2024 and 2025 to be $212,050 and the total contract value to read $529,564. ENVIRONMENTAL ASSESSMENT: The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the Item 3C - Page 3 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 City Council Staff Report June 5, 2023 -- Page 4 Martha’s Village Agreement Amendment environment. The requested action is to amend a lease of a City-owned property and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. ALIGNMENT WITH STRATEGIC PLANNING: This item aligns with City Council Priority 1A, Improve Homelessness. FISCAL IMPACT: The Agreement in the amount of $529,564 is already funded for the current Fiscal Year 2023. Funding for the Agreement in the amount of $137,026 for Amendment No. 4 has been requested as part of the Fiscal Year 2024 Budget. REVIEWED BY: Department Director: Jay Virata Deputy City Manager: Flinn Fagg City Manager: Scott Stiles ATTACHMENTS: A. Amendment 4 to Contract Services Agreement for Homeless Daytime Drop-in Center and Wrap Around Services B. Business Disclosure Form Item 3C - Page 4 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 ATTACHMENT A Item 3C - Page 5 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 ATTACHMENT A AMENDMENT NO. 4 TO CONTRACT SERVICES AGREEMENT MARTHA’S VILLAGE AND KITCHEN This Amendment No. 4 ("Fourth Amendment") to Contract Services Agreement with Martha’s Village and Kitchen is hereby entered into this ___ day of ________________, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation, ("City"), and Martha’s Village and Kitchen, a 501 (c) 3 non-profit corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. Recitals 1. On June 24, 2021, the Palm Springs City Council authorized the City Manager to execute an Agreement with Martha’s Village and Kitchen to provide a homeless daytime drop-in center operator, and wrap-around services. 2. On August 25, 2021 the City and Contractor entered into a Contract Services Agreement (Agreement) by which the Contractor is to provide a homeless daytime drop-in center operator, and wrap-around services, for individuals who are homeless or at risk of becoming homeless at the City facility located at 225 El Cielo Drive in Palm Springs for a term of two years, with two (2) one-year (1-year) options to extend with the initial term commencing on August 1, 2021 and ending on June 30, 2023 for a not to exceed amount of $75,000 per year totaling $150,000 for the initial term . 3. On October 26, 2021, City and Contractor entered into the First Amendment (First Amendment) to increase the Compensation not exceed $137,050 per year for increased services for a revised annual total of $212,050 per year and totaling $424,100 for the initial term ending June 30, 2023, with all other terms and conditions to remain the same . 4. On December 29, 2021, City and Contractor entered into the Second Amendment (Second Amendment) to allow for 3 Full Time Equivalent Security (FTE) rather than 2.5 FTE as stated in the Agreement for no additional cost to the City. 5. On December 29, 2022, City and Contractor entered into the Third Amendment (Third Amendment) to allow overnight shelter services from January 2, 2023, to February 28, 2023, for an amount not to exceed $105,464 for a revised contract amount not to exceed $529,564 for the initial term ending June 30, 2023. 6. City and Contractor now desire to amend the Agreement to exercise a portion of the first option, to allow overnight shelter services from June 1, 2023, to September 30, 2023, and to amend the Compensation for the three-month period to be $137,026, for a total contract amount not to exceed $666,590. NOW, THEREFORE, the City and Contractor hereby agree as follows: Agreement 1. The recitals are true and correct and are incorporated by this reference. Item 3C - Page 6 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 2. Section 1.1 Scope of Services, is amended to include the addition of overnight emergency shelter services from June 1, 2023, to September 30, 2023. 3. Section 3.1 Compensation of Contractor of the Agreement be revised to read as follows: Contractor shall be compensated and reimbursed $137,026 for the three-month period from July 1, 2023, to September 30, 2023, for basic services, for a revised overall contract amount not to exceed $666,590. 4. Section 4.4 Term of the Agreement is revised to exercise a portion of the option and extend the term of the Agreement to September 30, 2023. 5. All other terms and conditions of the Agreement shall remain in full force and effect. Item 3C - Page 7 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 IN WITNESS WHEREOF, the parties have duly executed this Amendment on the date first set forth above. MARTHAS VILLAGE AND THE CITY OF PALM SPRINGS KITCHEN ("Contractor") ("City") By: _______________________ By: ________________________ Sam Hollenbeck Scott C. Stiles President & Chief Executive Officer City Manager Approved as to Form: __________________________ Jeff Ballinger City Attorney Attest: __________________________ Brenda Pree City Clerk Item 3C - Page 8 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 ATTACHMENT 1 2023-2024 Scope of Services Addendum In addition to the terms and conditions of the Agreement by and between the City of Palm Springs, a California charter city and municipal corporation, and Martha’s Village and Kitchen, a 501 (c) 3 non-profit corporation, dated August 25, 2021, and amended on October 26, 2021, December 29, 2021, and December 29, 2022, Contractor shall provide Additional Services at the Palm Springs Access Center, located at 225 El Cielo Drive, as described below: 1. Contractor will provide low barrier overnight relief for unsheltered homeless individuals. Food Service may be provided to clients receiving Additional Services. 2. The Additional Services will be provided from June 1, 2023, to September 30, 2023. 3. The hours for the Additional Services will be 4:30 PM to 7:30 AM nightly. 4. A maximum of 40 individuals per night can be provided the Additional Services. 5. All other terms and conditions of the Agreement shall remain in full force and effect. Item 3C - Page 9 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 ATTACHMENT B Item 3C - Page 10 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 Item 3C - Page 11 PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1 . Name of Entity 2. Address of Entity (Principle Place of Business) C-A 3. Local or California Address (if di 4 . State where Entity is Registered with Secretary of State )..J.. 0 ( If other than California , is the Entit also re istered in California? 5 . Type of Entity ~orporation D Limited Liability Company D Partnership D Trust D Other (please specify) No 6. Officers, Directors, Members, Managers , Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity -~S_C!._rl-i_/{~o~f~{_.ew~b~.12._d(~-------~fficer D Director D Member D Manager [name] D General Partner D Limited Partner D Other ____________ _ ~~~~~~~'v-__,__£,v __ d_v _'l:_CLJ _________ ~fficer D Director D Member D Manager [name] D General Partner D Limited Partner D Other _____________ _ -~J~o_v1_ei~T~h ..... a~11.~ .... e.-.....~ .......... e---,t1,__ ______ • Officer ~rector • Member • Manager [name] ./ (Revised 09 13 18) D General Partner D Limited Partner D Other _____________ _ CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 1 of 2 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 Item 3C - Page 12 7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entity EXAMPLE JANE DOE 50%, ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. N/lk [name of owner/investor] [percentage of beneficial interest in entity and name of entityl B. fJ I A [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. JJ/ A [name of owner/investor] [percentage of beneficial interest in entity and name of entity] D. N/A [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. tJ/Jr [name of owner/investor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. (Revised 09 13 18) CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 2 of 2 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 Item 3C - Page 13 MARTHA'S VILLAGE AND KITCHEN, INC. BOARD OF DIRECTORS AND KEY EMPLOYEE LIST AS OF APRIL 12, 2023 NAME Henry Burdick Jon at ha n Espy Brian Amidei Mike Bell Howard Lincoln Duane Jacobs Scott Sweeney Jonas Udcoff Blaine Amidei Thomas Park Kate Fauntleroy NAME Sam Hollenbeck Rosa Verduzco Debra Pollock Vanessa Walker BOARD/ORGANIZATION TITLE Co-Chairman Co-Chairman Vice-Chairman Treasurer Secretary Director Director Director Director Director Director KEY EMPLOYEES President/ CEO Executive Vice President Vice President of Development and Communications Vice President of Finance DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 CITY COUNCIL STAFF REPORT DATE: APRIL 27, 2023 CONSENT CALENDAR SUBJECT: APPROVE AN AMENDMENT TO AGREEMENT NO. 8922 WITH MARTHA’S VILLAGE AND KITCHEN FROM: Scott C. Stiles, City Manager BY: Community & Economic Development Department SUMMARY: Approve Amendment No. 4 to Agreement No. 8922 (Amendment, Attachment A) to the Contract Services Agreement with Martha’s Village and Kitchen for a homeless daytime drop-in center (Center) and wrap-around services, to correct the contract amounts that were reflected in Amendment No. 3; exercise the option to extend the term of the Agreement one year; and allow for temporary overnight shelter services from June 1, 2023 to September 30, 2023, and December 1, 2023, to February 29, 2024. RECOMMENDATION: 1. Approve Amendment No. 4 to Agreement No. A8922 with Martha’s Village and Kitchen to: a. Make corrections to Amendment No. 3 to reflect an annual amount of $212,050, an increased overnight sheltering amount of $105,464 and a revised total not-to-exceed contract amount for this third amendment of $529,564. b. Exercise option to extend Agreement until June 30, 2024 for an additional amount not to exceed $212,050 and revised total not-to-exceed contract amount of $741,614. c. Allow temporary overnight shelter services from June 1, 2023, to September 30, 2023, from December 1, 2023, to February 29, 2024 at no additional cost to the City. 2. Authorize the City Manager or designee to make minor technical changes and execute all necessary documents. Item 1D - Page 1 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 City Council Staff Report April 27, 2023 -- Page 2 Martha’s Village Agreement Amendment BUSINESS PRINCIPAL DISCLOSURE: See Attachment B. BACKGROUND: On August 25, 2021, the City and Contractor entered into the Agreement for homeless daytime drop-in and wrap-around services at 225 El Cielo Drive in Palm Springs (Access Center). On October 26, 2021, City and Contractor executed the First Amendment (First Amendment) to increase the Compensation for added services. On December 29, 2021, City and Contractor executed the Second Amendment (Second Amendment) to allow for 3 Full Time Equivalent Security (FTE) rather than 2.5 FTE as stated in the Agreement. On December 29, 2022, City and Contractor executed the Third Amendment (Third Amendment) to allow to allow overnight shelter services at the Access Center from January 2, 2023, to February 28, 2023. STAFF ANALYSIS: Correction to Third Amendment Amendment No. 3 to the Agreement increased the compensation to fund overnight shelter operations at the Access Center during the months of January 2023 and February 2023. The purpose of Amendment No. 3 was to increase the annual compensation for Fiscal Year 2023 by $105,464, from $212,050 to a total of $317,514. However, Amendment No. 3 erroneously indicated the revised compensation would be $317,514 “per year.” The compensation for future year operations of the Access Center should only be $212,050. In addition, the total value of the contract was understated as it left out the second year of the contract. The proposed Fourth Amendment corrects the compensation in Fiscal Years 2024 and 2025 to be $212,050 and the total contract value to read $529,564. Exercise of One Year Option to Extend Term of Agreement The Agreement is set to expire on June 30, 2023. Approval of the Fourth Amendment will exercise the first of two one-year options to extend the term of the Agreement until June 30, 2024 for an amount not to exceed $212,050 and a revised total contract amount not to exceed $741,614. Item 1D - Page 2 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 City Council Staff Report April 27, 2023 -- Page 3 Martha’s Village Agreement Amendment Extreme Weather Overnight Shelter Conditions faced by unsheltered homeless individuals in desert regions like Coachella Valley can be uniquely harsh, including periodic episodes of extreme weather conditions that create the potential for a public health crisis among those homeless individuals that are either resistant to traditional shelter or in need of low barrier access to overnight relief. Overnight shelter beds in Coachella Valley tend to be concentrated in eastern Coachella Valley while the number of unsheltered homeless individuals in Palm Springs continues to grow. Under the Agreement with Martha’s Village and Kitchen, Palm Springs offers Wrap Around services for homeless individuals at the Access Center. Examples of wrap around services include assisting individuals to obtain permanent housing and supportive housing, assisting individuals with securing health, disability, social security and other benefits, training for computer skills, internet searches for employment, completing on- line employment applications and interview techniques, employment assessment of an individual’s employment strengths and weaknesses, and basic first aid training and assistance with securing food handlers certificates. However, the Agreement with Martha’s Village and Kitchen does not currently allow for overnight shelter. With the Summer months approaching, a stable solution is needed to provide overnight shelter for homeless individuals. The Access Center had previously been used for overnight shelter in 2019. Coachella Valley Association of Governments and Coachella Valley Rescue Mission operated the overnight shelter until COVID-19 regulations necessitated the overnight shelter be relocated to the Palm Springs High School gymnasium. Only recently (January – February 2023) has the Access Center been able to resume functioning as an overnight shelter, albeit on a temporary basis. To address the sporadic utilization of the Access Center as an overnight shelter, the proposed Amendment would allow it to be used as an overnight shelter from June 1, 2023, to September 30, 2023, and December 1, 2023, to February 29, 2024. At this time there is no cost to the City to add this service as it will be funded by other sources. ENVIRONMENTAL ASSESSMENT: The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to amend a lease of a City-owned property and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. Item 1D - Page 3 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 City Council Staff Report April 27, 2023 -- Page 4 Martha’s Village Agreement Amendment FISCAL IMPACT: The Agreement in the amount of $529,564 is already funded for the current Fiscal Year 2023. Funding for the Agreement in the amount of $212,050 for Amendment No. 4 has been requested as part of the Fiscal Year 2024 Budget. REVIEWED BY: Department Director: Jay Virata Procurement and Contracting Manager: Kim Baker Deputy City Manager: Flinn Fagg City Manager: Scott Stiles ATTACHMENTS: A. Amendment 4 to Contract Services Agreement for Homeless Daytime Drop-in Center and Wrap Around Services B. Business Disclosure Form Item 1D - Page 4 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 ATTACHMENT A Item 1D - Page 5 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 ATTACHMENT A AMENDMENT NO. 4 TO CONTRACT SERVICES AGREEMENT MARTHA’S VILLAGE AND KITCHEN This Amendment No. 4 ("Fourth Amendment") to Contract Services Agreement with Martha’s Village and Kitchen is hereby entered into this ___ day of ________________, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation, ("City"), and Martha’s Village and Kitchen, a 501 (c) 3 non-profit corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. Recitals 1. On June 24, 2021, the Palm Springs City Council authorized the City Manager to execute an Agreement with Martha’s Village and Kitchen to provide a homeless daytime drop-in center operator, and wrap-around services. 2. On August 25, 2021 the City and Contractor entered into a Contract Services Agreement (Agreement) by which the Contractor is to provide a homeless daytime drop-in center operator, and wrap-around services, for individuals who are homeless or at risk of becoming homeless at the City facility located at 225 El Cielo Drive in Palm Springs for a term of two years, with two (2) one-year (1-year) options to extend with the initial term commencing on August 1, 2021 and ending on June 30, 2023 for a not to exceed amount of $75,000 per year totaling $150,000 for the initial term . 3. On October 26, 2021, City and Contractor entered into the First Amendment (First Amendment) to increase the Compensation by a not exceed $137,050 per year for increased services for a revised annual total of $212,050 per year and totaling $424,100 for the initial term ending June 30, 2023, with all other terms and conditions to remain the same. 4. On December 29, 2021, City and Contractor entered into the Second Amendment (Second Amendment) to allow for 3 Full Time Equivalent Security (FTE) rather than 2.5 FTE as stated in the Agreement for no additional cost to the City. 5. On December 29, 2022, City and Contractor entered into the Third Amendment (Third Amendment) to allow overnight shelter services from January 2, 2023, to February 28, 2023, for an amount not to exceed $105,464 for a revised contract amount not to exceed $529,564 for the initial term ending June 30, 2023. 6. City and Contractor now desire to amend the Agreement to exercise the first one year option and to allow overnight shelter services from June 1, 2023, to September 30, 2023, and December 1, 2023, to February 29, 2024. NOW, THEREFORE, the City and Contractor hereby agree as follows: Agreement 1. The recitals are true and correct and are incorporated by this reference. Item 1D - Page 6 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 Section 1.1 Scope of Services, is amended to include the addition of overnight emergency shelter services from June 1, 2023, to September 30, 2023, and December 1, 2023, to February 29, 2024. 2. Section 3.1 Compensation of Contractor of the Agreement be revised to read as follows: Contractor shall be compensated and reimbursed $212,050 for exercising the first one year option for the third year of basic services and no additional cost to the City at this time for the increased overnight services from June 1, 2023 to September 30, 2023, and December 1, 2023, to February 29, 2024, for a revised overall contract amount not to exceed $741,614. 3. Section 4.4 Term of the Agreement is revised to exercise the first one year option and extend the term of the Agreement to June 30, 2024. 4. All other terms and conditions of the Agreement shall remain in full force and effect. Item 1D - Page 7 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 IN WITNESS WHEREOF, the parties have duly executed this Amendment on the date first set forth above. MARTHAS VILLAGE AND THE CITY OF PALM SPRINGS KITCHEN ("Contractor") ("City") By: _______________________ By: ________________________ Sam Hollenbeck Scott C. Stiles President & Chief Executive Officer City Manager Approved as to Form: __________________________ Jeff Ballinger City Attorney Attest: __________________________ Brenda Pree City Clerk Item 1D - Page 8 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 ATTACHMENT 1 2023-2024 Scope of Services Addendum In addition to the terms and conditions of the Agreement by and between the City of Palm Springs, a California charter city and municipal corporation, and Martha’s Village and Kitchen, a 501 (c) 3 non-profit corporation, dated August 25, 2021, and amended on October 26, 2021, December 29, 2021, and December 29, 2022, Contractor shall provide Additional Services at the Palm Springs Access Center, located at 225 El Cielo Drive, as described below: 1. Contractor will provide low barrier overnight relief for unsheltered homeless individuals. Food Service may be provided to clients receiving Additional Services. 2. The Additional Services will be provided from June 1, 2023, to September 30, 2023, and December 1, 2023, to February 29, 2024. 3. The hours for the Additional Services will be 4:30 PM to 7:30 AM nightly. 4. A maximum of 40 individuals per night can be provided the Additional Services. 5. All other terms and conditions of the Agreement shall remain in full force and effect. Item 1D - Page 9 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 ATTACHMENT B Item 1D - Page 10 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 Item 1D - Page 11 PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1 . Name of Entity 2. Address of Entity (Principle Place of Business) C-A 3. Local or California Address (if di 4 . State where Entity is Registered with Secretary of State )..J.. 0 ( If other than California , is the Entit also re istered in California? 5 . Type of Entity ~orporation D Limited Liability Company D Partnership D Trust D Other (please specify) No 6. Officers, Directors, Members, Managers , Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity -~S_C!._rl-i_/{~o~f~{_.ew~b~.12._d(~-------~fficer D Director D Member D Manager [name] D General Partner D Limited Partner D Other ____________ _ ~~~~~~~'v-__,__£,v __ d_v _'l:_CLJ _________ ~fficer D Director D Member D Manager [name] D General Partner D Limited Partner D Other _____________ _ -~J~o_v1_ei~T~h ..... a~11.~ .... e.-.....~ .......... e---,t1,__ ______ • Officer ~rector • Member • Manager [name] ./ (Revised 09 13 18) D General Partner D Limited Partner D Other _____________ _ CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 1 of 2 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 Item 1D - Page 12 7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entity EXAMPLE JANE DOE 50%, ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. N/lk [name of owner/investor] [percentage of beneficial interest in entity and name of entityl B. fJ I A [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. JJ/ A [name of owner/investor] [percentage of beneficial interest in entity and name of entity] D. N/A [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. tJ/Jr [name of owner/investor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. (Revised 09 13 18) CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 2 of 2 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 Item 1D - Page 13 MARTHA'S VILLAGE AND KITCHEN, INC. BOARD OF DIRECTORS AND KEY EMPLOYEE LIST AS OF APRIL 12, 2023 NAME Henry Burdick Jon at ha n Espy Brian Amidei Mike Bell Howard Lincoln Duane Jacobs Scott Sweeney Jonas Udcoff Blaine Amidei Thomas Park Kate Fauntleroy NAME Sam Hollenbeck Rosa Verduzco Debra Pollock Vanessa Walker BOARD/ORGANIZATION TITLE Co-Chairman Co-Chairman Vice-Chairman Treasurer Secretary Director Director Director Director Director Director KEY EMPLOYEES President/ CEO Executive Vice President Vice President of Development and Communications Vice President of Finance DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80 DocuSign Envelope ID: 2F3B4C76-DF15-4030-8D2E-FB161FD18D80