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HomeMy WebLinkAboutA5862 - KEENAN AND ASSOCIATESAMENDMENT NO.9 TO �] a CONSULTING SERVICES AGREEMENT A 9 Loss Control and Regulatory Compliance Services, Keenan & Associates (Agreement No. 5862) THIS NINTH AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the 151 day of July 2018 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City) and Keenan & Associates, a California corporation (hereinafter referred to as Consultant) collectively, the "Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the "Agreement"). The Agreement was continued thru June 30, 2018. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to continue to perform on - site Loss Control services in amount not -to -exceed $69,888 for the period July 1, 2018 thru June 30, 2019. AGREEMENT 1. Amendment to Section 3.1. Exhibit "A" of the Agreement entitled "Compensation of Consultant": Exhibit "A" of the Agreement concerning, total compensation, is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement under Amendment No. 9, Consultant shall be compensated and reimbursed $69,888 for on -site Loss Control services for the period of July 1, 2018 thru June 30, 2019. 2. Amendment to Section 4.2. Exhibit "A" of the Agreement. entitled "Schedule of Performance": Exhibit "A" of the Agreement is hereby amended to include the following additional provisions: Effective July 1, 2018 through June 30, 2019, Keenan & Associates shall provide on -site Loss Control services of up to 63 days of full day on site visits and supplemental offsite consultations, and in addition provide a Hazard Material Compliance Inventory Review Audit. The specialized safety control services will include, but is not limited to: live compliance trainings, maintenance, update and access to safety training programs, technical oversight assistance, on -site inspections and hazard analysis, and review and update of safety compliance programs. In addition, Keenan & Associates shall provide a review of the Hazard Compliance Program; provide an overview and audit of all compliance plans; update training records and reports in compliance with the Injury and Illness Prevention Programs (IIPP); and develop and implementation of monthly training materials for tailgates and related IIPP requirements. Keenan & Associates will provide the City with regular monthly service reports to document both the services and time provided under the Agreement. 3. Amendment to Section 10.2. Exhibit "A" of the Agreement. entitled "Covenant Against Discrimination": Exhibit "A" of the Agreement is hereby amended to read as follows: ORIGINAL BID AND/OR AGREEMENT In connection with its performance under this Agreement, Consultant 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"). Consultant 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, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant 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. 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. IN WITNESS WEHREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: "CITY" CITY OF PALM SPRINGS, CA. B A. ISKwr t. By Anthony Mejiaa,, City Clerk avid H. IReady, f City Manager Date: Date: APPROVED AS TO FORM: By Edward Kotkin, ity A orney Date: 11116)19) Date: o Z Z 6 APPROVED BY CITY COUNCIL "CONSULTANT" Keenan so tes By n tep e , . ice President AMENDMENT NO.8 TO CONSULTING SERVICES AGREEMENT Property and Liability Third -Party Administrator Services, Keenan & Associates (Agreement No. 5862) THIS AMENDMENT NO. 8 to that certain "Consulting S ice �greement' ("Eighth Amendment") is made and entered into this �h day of Q�2018 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the "City") and Keenan & Associates, a California corporation (hereinafter referred to as "Consultant') collectively, the "Parties," and each a "Party." RECITALS A. City and Consultant previously entered into a consulting services agreement, identified in the public records of the City as Agreement No. 5862, whereby Keenan would provide loss control and regulatory compliance services to the City, originally approved by the City Council on June 24, 2009, and effective July 1, 2009 (the "Agreement"). B. The Parties have agreed to seven (7) prior amendments to the Agreement, the most recent of which the City Council approved on December 13, 2017, and the City entered on May 22, 2018; each and all of these prior amendments are maintained as public records by the city clerk of City, together with the Agreement, all identified as Agrelent No. 5862. C. Section 3.3 of the Agreement, attached hereto and incorporated by this reference as EXHIBIT "A," provides that the Parties may amend the Agreement at any time, upon the mutual written consent of the Parties for Additional Services. D. City and Consultant desire to amend the Agreement via this Eighth Amendment to authorize Consultant to commence Property and Liability Third -Party Administrator Services in exchange for compensation, including reimbursement of costs and expenses, in an amount not -to -exceed sixty-eight thousand seven hundred and fifty dollars ($68,750) for the period commencing August 1, 2018 through and including June 30, 2019, this amount based upon annual compensation not to exceed seventy-five thousand dollars ($75,000) pro -rated for a period of eleven (11) months. NOW, THEREFORE, in consideration of these promises and covenants contained herein, the Parties agree as follows: 1 Amendment No, B Agreement No, 5862 Keenan $ Associates ORIGINAL BID $ AND/OR AGREEMENT AGREEMENT 1. The true and correct recitals above, inclusive of defined terms are incorporated by this reference herein as the basis for this Eighth Amendment. 2. Section 3.1 of the Agreement is hereby amended in its entirety to read as follows: "3.1 Compensation of Consultant. A. For the services rendered pursuant to this Agreement under Amendment No. 7, Consultant shall be compensated and reimbursed $65,000 for on -site Loss Control services for the period of July 1, 2017 thru June 30, 2018. B. For the services rendered pursuant to Amendment No. 8 to this Agreement, Consultant shall be compensated, including reimbursement for costs and expenses incurred, an amount not to exceed sixty-eight thousand seven hundred and fifty dollars ($68,750) for Property and Liability Third -Party Administrator Services for the period of August 1, 2018 through June 30, 2019. A breakdown of this compensation is set forth in Exhibit "B" to this Eighth Amendment, attached to and incorporated by this reference herein." C. In the event that compensation, including costs and expenses, incurred reaches an amount of sixty five thousand dollars ($65,000) or more at any time prior to June 30, 2019, the Parties shall meet and confer regarding a further amendment to this Agreement that facilitates Consultant's continued provision of uninterrupted services hereunder. Should the Parties fail to agree upon a further amendment to this Agreement prior to the date and time when compensation, including costs and expenses incurred, reaches the maximum compensation of sixty-eight thousand seven hundred and fifty dollars ($68,750), Consultant shall have no further requirement to provide continued services, and City's services shall be interrupted on such date prior to June 30, 2019. 3. Section 4.2 of the Agreement is hereby amended in its entirety to read as follows: 4.2 Schedule of Performance. Effective August 1, 2018 through June 30, 201ff 9, Keenan & Associates shall Property provide p p rty and Liability Third -Party Administrator Services to City in accordance with Exhibits "B-1' through and including "B-5" to this Eighth Amendment, attached to and incorporated by this reference herein, and enumerated as follows: Amendment No. 8 2 Agreement No. 5862 Keenan & Associates Exhibit "B-1" Administrative Services Exhibit "B-2" Adjustment Services Exhibit "13-3" Investigative Services Exhibit "13 4" Additional Investigative Services Exhibit "B-5" Section 111 Reporting Services" 4. Section 10.2 of the Agreement is hereby amended in its entirety to read as follows: "10.2 Covenant aaainst Discrimination. In connection with its performance under this Agreement, Consultant 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, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant 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." 5. Full Force and Effect. This Eighth Amendment is supplemental to the Agreement, and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Eighth Amendment and any of the provisions of the Agreement, the provisions of this Eighth Amendment shall in all respects govern and control. 6. Corporate Authority. Each of the persons executing this Eighth Amendment on behalf of a Party hereto warrants that (i) such Party is duly organized and in good standing, (h) he/she is duly authorized to execute and deliver this Amendment on behalf of said Party, (N) by his/her execution of this Eighth Amendment, such Party is formally bound to the provisions of this Eighth Amendment, and (iv) the entering into this Eighth Amendment does not violate any provision of any other agreement to which said Party is bound. SIGNATURES FOLLOW 3 Amendment No. 8 Agreement No, 5862 Keenan & Associates IN WITNESS WHEREOF, the parties have executed this Eighth Amendment as of the dates stated below. ATT Dat( "CITY" OF PALM SPRING By: David H. Ready, C' Date: 3 APPROVED AS TO FORM: APPROVED BY CITY COUNCIL By: Edward Z. Kotkin, City Attorney Date: t Z Date: Amendment No. 8 Agreement No. 5862 Keenan & Associates "CONSULTANT" Keenan & Associates By: (Z:: ohn ens, r. resident 4 EXHIBIT "B" COMPENSATION City agrees to pay Keenan fees calculated as follows: For the period August 1. 2018 — June 30, 2018: Service Fee Hourly Rate $85.00 / hour Mileage $.54.5/ mile Pa es/Steno ra hic $7.00/ page Photographs $3.00/ page Set up fee 1 hour Service Rate above Digital R/S Transfer $15.00 / file Data Processing At no additional charge 1099 Preparation At no additional charge Index/OFAC At no additional charge CMS Reporting At no additional charge Translator Fee At cost Miscellaneous At cost EXHIBIT "B" Page 1 of 1 Amendment No, 8 Agreement No. 5862 Keenan & Associates EXHIBIT "13-1" ADMINISTRATIVE SERVICES 1. Keenan agrees to provide, during the term of this Agreement, the following administrative services: A. Provide City a tabulated Monthly Status Report on all active Claims, indicating the open or closed status of each reported Claim assigned to Keenan, the details of each Claim, the payments during the month and the reserve status. B. If requested by City, Keenan shall establish a trust account from which Claims that are within the member retained limits are paid. If an account has already been established on the City's behalf, Keenan shall continue to maintain the account upon renewal of services. Keenan will provide transaction registers of all such expenditures. The City will maintain a balance adequate to pay bills and expenditures, on a monthly basis from the account and will reimburse said account promptly on a monthly basis in the amount the account is depleted, as outlined in this Agreement. C. Provide for payment of Claims, according to the guidelines given by City, to the extent that there are funds available in City's trust account. EXHIBIT "B-1" Page 1 of 1 Amendment No. 8 Agreement No. 5862 Keenan & Associates EXHIBIT "B-2" ADJUSTMENT SERVICES 1. Keenan agrees to provide, during the term of this Agreement, the following adjustment services on each Claim: A. The maintenance of a file on each Claim reported to Keenan. B. Periodic review and adjustment of reserves on all open Claims. C. Whenever investigation results in a determination that City sustained a liability to a third party, Keenan shall process any such Claim for settlement in accordance with the instructions and policies of City presented to Keenan in writing. D. Investigate, evaluate and adjust all Claims by a covered party in accordance with the terms of the Agreement; E. Notification of City's primary and excess coverage providers of all Claims, which exceed City's retained limit and maintenance of liaison between the Coverage providers and the City on matters affecting the adjustment of such Claims and seek reimbursements for loss in excess of retention or deductible. F. Pursue and direct subrogation/third-party recovery against any party responsible or partially responsible for loss incurred by City, in accordance with the terms of the "Memorandum of Coverage" or "Insurance Policy" and, if a recovery is successful, the reimbursement of any amounts (net of subrogation effort expenses) shall be made in inverse order, to the extent of each party's disbursement: first to the reinsurer, then to the pool where the City is a member and then to the City. G. Recommendation of rejection of Claims when appropriate pursuant to relevant provisions of Title 1, Division 3.6, Part 3, Chapter 2, of the Government Code of the State of California. H. Attempt to obtain Release Agreements on behalf of City in connection with the settlement of Claims. Retain defense and coverage counsel in accordance with approved guidelines for the Coverage. Files referred to counsel will be sent with the appropriate instructions to advise counsel of the steps which are being authorized. All legal bills are to be reviewed for the nature of the work performed and reasonableness of the time charged. EXHIBIT "B-2" Page 1 of 1 Amendment No. 8 Agreement No. 5862 Keenan & Associates EXHIBIT B-3 INVESTIGATIVE SERVICES 1. Keenan agrees to provide, during the term of this Agreement, the following investigative services: A. Receipt and examination of all reports of Claims. B. Initiate investigation through in-house review of Claims, where the nature of the Claim warrants such investigation or when requested by City; such investigation to include telephone or written contact with claimant, witnesses, or employees of City. C. Provide a report to City with the findings of such investigation and information regarding any potential for subrogation/ third -party recovery. D. Assignment to and monitoring of all experts, consultants and field investigators appropriate for the type of Claim presented. 2. City shall make available to Keenan all employees of City who are witnesses to an incident for accident or who have knowledge of the event or incident, which is the subject matter of a Claim. If possible, City shall provide Keenan with photographs and engineering drawings or other descriptive material of all conditions of City property which are alleged to be dangerous or that were damaged in the events which produced the Claim under investigation. EXHIBIT "B-3" Page 1 of 1 Amendment No. 8 Agreement No. 5862 Keenan & Associates EXHIBIT "B-4" ADDITIONAL INVESTIGATIVE SERVICES 1. If necessary to determine probable liability/ damage or deny coverage of a Claim and if a third -party recovery is pursued. Keenan shall conduct additional investigation of such Claims, where the nature of the Claim warrants such investigation or when requested by City as follows: A. Additional Investigative Services shall include additional contact with claimant, witnesses, or employees of City, and other additional investigative services, such as professional photography, laboratory services, property damage appraisals, taking statements from witnesses away from the premises of Keenan, on -site investigation, copying material and other records, trial preparation and professional engineering services including, but not limited to, map preparation, accident reconstruction, material analysis and premises evaluation (collectively, "Additional Investigative Services"). 2. Keenan agrees to manage and monitor the activities of any such vendors involved in the potential recovery and to assist them in the provision of such services. 3. City agrees to pay for the cost of Additional Investigative Services. The invoice for such services shall be due and payable upon presentation. City acknowledges that Additional Investigative Services may be provided by independent third -party vendors or by employees or affiliates of Keenan; provided that the rates charged by Keenan employees or affiliates shall be market rates. EXHIBIT "B-4" Page 1 of 1 Amendment No. 8 Agreement No. 5862 Keenan & Associates EXHIBIT "B-5" SECTION 111 REPORTING SERVICES 1. Section 111 of the Medicare, Medicaid and SCHIP Extension Act of 2007 ("Section 111") requires the reporting of certain liability settlements and/or payments to the Center for Medicare Services ("CMS"). City is the Responsible Reporting Entity ("RRE"), as defined under Section 111, for any liability payment or settlement made by it from its own funds. For each claim managed by Keenan under the Agreement, Keenan shall, in its capacity as TPA, perform the following services: a. Determine whether or not a Section 111 report ("Report") must be filed; and b. File any required Reports on behalf of City. 2. When a claim payment or settlement exceeds City's retained limit or deductible ("MRUDeductible"), Keenan, as City's TPA, shall file a Report with respect to the portion of the payment made from the City's MRUDeductible. The coverage provider is responsible for submitting a Report with respect to any payments made by the coverage provider. 3. It is the City's responsibility to timely provide Keenan with all information in its possession that is required for the filing of a 111 Report. Keenan shall not be responsible for any penalty or fine that is assessed for a failure to file a timely, accurate and/or complete Report if such failure was the result of the failure of the City or any third party to provide Keenan with all information necessary to file a timely, accurate, and complete Report. 4. Keenan cannot issue a payment to a claimant until all information required for the fling of a Report has been received. 5. Keenan shall have no responsibility to file a Report for any payment or settlement made by City without the involvement of Keenan. In such cases, City or its designee, shall be solely responsible for its own Section 111 compliance. This includes, without limitation, the determination of whether or not a Report must be submitted, as well as the preparation and submission of all required Reports. EXHIBIT "B-5" Page 1 of 1 Amendment No. 8 Agreement No. 5862 Keenan 8 Associates AMENDMENT NO. 7 TO :�-e4J 7 CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan & Associates (Agreement No. 5862) THIS SEVENTH AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the 11, day of July 2017 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City) and Keenan & Associates, a California corporation (hereinafter referred to as Consultant) collectively, the "Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the "Agreement"). The Agreement was continued thru June 30, 2017. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to continue to perform on -site Loss Control services in amount not -to -exceed $65,000 for the period July 1, 2017 thru June 30, 2018. AGREEMENT 1. Amendment to Section 3.1. Exhibit "A" of the Agreement entitled "Compensation of Consultant": Exhibit "A" of the Agreement concerning, total compensation, is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement under Amendment No. 7, Consultant shall be compensated and reimbursed $65,000 for on -site Loss Control services for the period of July 1, 2017 thru June 30, 2018. 2. Amendment to Section 10, Exhibit "A" of the Agreement, entitled "Schedule of Performance": Exhibit "A" of the Agreement is hereby amended to include the following additional provisions: Effective July 1, 2017 through June 30, 2018, Keenan & Associates shall provide on -site Loss Control services of 32 hours per month of specialized loss control services which will include, but is not limited to: live compliance trainings, maintenance, update and access to Keenan SafePersonnel training program, technical oversight assistance, on -site inspections and hazard analysis, and further compliance program evaluation. In addition, Keenan & Associates shall provide continued Hazard Compliance Program oversight; updated and overview of all compliance plans; update training records and reports in compliance with the Injury and Illness Prevention Programs (IIPP) through SafePersonnel; develop and implementation of monthly training materials for tailgates and related IIPP requirements. Keenan & Associates will provide the City with regular monthly service reports to document both the services and time provided under the Agreement. ANDIOR AGREES ILN 3. Amendment to Section 10.2. Exhibit "A" of the Agreement, entitled "Covenant Against Discrimination": Exhibit "A" of the Agreement is hereby amended to read as follows: Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, gender expression, national origin, physical or mental disability, medical condition, or ancestry. Consultant shall otherwise fully comply with the provisions of Palm Springs Municipal Code Section 7.09.040 relating to non-discrimination in city contracting 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. 3. Amendment to Section 10.2, Exhibit "A" of the Agreement, entitled "Covenant Against Discrimination": Exhibit "A" of the Agreement is hereby amended to include the following additional provisions: Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, gender expression, national origin, physical or mental disability, medical condition, or ancestry. Consultant shall otherwise fully comply with the provisions of Palm Springs Municipal Code Section 7.09.040 relating to non-discrimination in city contracting IN WITNESS WEHREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: "CITY" CITY OF PALM SPRINGS, CA. By David H. Ready, City Ma r Date: A0 APPROVED AS TO FORM: By E. Edward Kotkin, Ci Atto ey Date: `: b i /ks APPROVED BY CITY COUNCIL Ays'Ga "CONSULTANT" Da. n & ociates Date: /Zlr// 7 By ohn hens, Sr. Vice President Exhibit "A" Consulting Services Agreement; Loss Control and Regulatory Compliance Services, Keenan & Associates CONSULTING SERVICES AGR.EEMZNT Loss Control and R.egWatory Compliance Services, Keenan & Associates THIS AGREEMENT FO ONSULTING SERVICES (the "Agreement') is made and entered into this day of ✓L 2009, by and between the City of Palm Springs, a 'California charter city and mu corporation ("City"), and Keenan Associates, a California corporation, ("Consultant"). A. City requires the services of a professional consultant to provide Loss Control and Regulatory Compliance Services ("Project"). B. Consultant has submitted to- City a proposal to provide Loss Control and Regulatory Compliance Services, to' City pursuant to the terms of this Agreement. C. Based on its experience, education, training; and reputation, Consultant is qualified to provide the necessary'services to City for the Project and desires to provide such services. D_ City desires to retain the services of Consultant for the Project. NOW, THEREFORE, in consideration of the promises and mutual agreements eontained herein, City agrees to retain and does hereby retain Consultant and Consultant agrees to provide services .to the City as follows: AGREEMENT 1. CO ITI TANT SERVICES 1.1 .. Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide Loss Control and Regulatory Compliance 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"), which includes the agreed uport schedule ofperforn'rance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional; and satisfactory manner in accordance with all standards prevalent .in the industry. in the event of any inconsistency between the terms contained in the. Scope of Services/Work and the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern. 1.2 Com fiance with Law. --All services rendered under this Agreement shall be provided by Consultant in accordance with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations pWrnulgated thereunder, 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits,, and approvals as maybe required by law for the perfomiance of the services . required by this Agreement. 507639.2 Revised: 3123107 1.4 Farniliari with Work By executing this Agreement, Consultant 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.. Z.' TIME FOR COMPLETIO The time for completion of the services to be perfarmed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according .to the agreed upon schedule of performance set forth in Exhibit "A." Consultantshall not be' accountable for -delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATIOhh OF CONSULTANT 3.1 Compensation of Consultant. For the services rendered pursuant to this Agmetnent; Consultant shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit "A," which total amount shall not exceed $74,050. 3.2 Met&od of Payment~ In any month in which Consultant wishes to receive payment, Consultant shall no later than the first working day of such month, submit to City in the form approved by City's finance director, an invoice for services rendered prior to the date of the invoice. Payments shall be based on the hourly rates as set forth in Exhibit ""A" for authorized services performed. City shall pay Consultant for all expenses stated thereon, which are approved by City consistent with this. Agreement, within thirty (30) days of receipt 'of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of ServiceslWork is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth witli particularity all terms of such amendment, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for -revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in.Consultant's profession, 3.4 Appropriations, This Agreement is subject to and contingent upon funds being appropriated therefore by the City council "of City for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. ' 4. I'FRp'ORAL NCE SC) RULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 50709-2 2 Revised: 31P3(07 4.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed pursuant to the agreed upon schedule ofperfonnance set forth in Exhibit "A." The extension of any time period must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of anyy delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not limited to, acts of God or of a public enemy, acts of the . government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Consultant shall within ten G 0) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain 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, and'the Contract Officer's determination 'shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 9.5 of this Agreement; this Agreement shall continue in full force and ei ect for a period of three years (FY 09--10' FY 10-11, FY 1 I-12), commencing on July 1, 2004, and ending on June 30, 2012, unless extended by mutual written agreement of the parties. 5. coO iNA210N OF WORK . 5.1 Rebresentative of Consultant. The following principal of Codsultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the services and work specified herein and make all decisions in connection therewith: John Stcphens, Senior Vice President. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to eater into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager; or his/her designee, It shall be the Consultant's responsibility to keep the Contract Officer, or his/her designee, fully informed of the progress of the performance of the services and Consultant shall refer any decisions that must be made by City to the Contract officer. -Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 5.3 Prohibition A inst Subeontractiue or Assi�tuuent The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual .or entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this d Agreement not any interest herein may W assigned or transferred, voluntarily or by operation. of law, without the prior written approval of City. 507639.2 3 Revised; 3/2310Y 5.4 Independent Contractor. Neither City nor any of fts employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perforce the services required herein, except as otherwise set forth herein. Consultant shall perform all -services required herein as an independent contractor of City and shall not be an employee of City and shall remain -at all times as to City a who independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result,- and advice. Consultant 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. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services set forth herein. Consultant 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* Consultant by providing written notice to Consultant. Name: Tit e: John Stephens Senior Vice President Marco Guardi Assistant Trice Presidency Loss Control 6 INSCI_ Consultant shall procure and maintain, at its sole cost and expense, policies of insurance asset forth in Exhibit "B," which is attached hereto and is incorporated herein by reference. 7. IND NINOTCATION. To the fullest extent permitted by law, and hold hConsultant shall defend (at Consultant's sale cost and expense), indemnify, protect, armless 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 (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and' Agents, which Claims arise out of or are related to Consultant's performance under this Agreement, but excluding such Claims arising from the negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. -- Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit . Consultant's indemnification obligation or other liability hereunder. 507639.2 4 Revised: 3M,07 0, 8. RECORDS AND REPORTS 8.1 Re orts. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 8.2 Records. Consultant 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 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 transcript's from such records, 83 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement . shall be the property of City and shall be delivered to City -upon request of the Contract Officer or upon the termination of -this Agreement, and Consultant 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 hereunder. Consultant may retain copies of such documents for its . own use. Consultant shall have an unrestricted right to use the concepts embodied therein. 8.4 ReIease of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer, 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable -times during the term of this Agreement and for three (3) years front the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 9.. 1"MORCEMEINT 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 Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 'R'saver. No delay or omission in the exercise of any right or remedy of a non - defaulting party on any default shall impair such rjght 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 5076397 . 5 . Revised: =3X7 r or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in whiting and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 9.3 Riahts and Remedies are CuMplative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement; the rights. and remedies of the Parties are'cumulative and 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 limes, of any other rights or remedies for.the same default or any other default by the other party: 9A 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. 9.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause,. upon thirty (30) days written notice to Consultant; except that where termination is due to the fault of Consultant 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, Consultant shall immediately cease all services hereunder except sucli as may be specifically approved by the Contract Officer. Consultant 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 thereafter. Consultant may terminate this Agreed =e with or without cause, upon thirty (30) days written notice to City. 10. COY 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 Consultant, 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 Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Covenant Against Discrimination. Consultant covenants that, by and for itself; its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication 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. Either party may change its address by notifying the other party of the change of address in writing. ,Notice shall be deemed communicated seventy-two (72) hours from the time of mailing ifmailed as provided in this Section. 507639.2 6 Revised. =3107 To City: City of Palen Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Keenan & Associates Attention: John Stephens, Senior Vice President 901 Ca11e Amanecer, Suite 200 .San CIemente, CA 92673 11.2 Integrated Agreement. This Agreement contains all of the agreements -of the parties and cannot be amended or modified except by written agreement. 11.3 Amendment, This Agreement may be amended at any time by the mutual consent of the patties by an instrument in writing. 11A SQverabflity, 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 edut of competent jurisdiction, such invalidity or unenforceability. - shall not affect any of the remaining phrases; sentences, clauses, paragraphs, or sections of thus Agreement; which shall be interpreted to carryout the intent of the parties hereunder. 11.5 A. on The persons executing this Agreenieut on behalf of the parties hereto Warrant that they are duly authozized to execute this Agreement on behalf of said parties and that by so executing this Agreernezit the parties hereto are formally, bound to the provisions of this Agreement. A/ [SIGNATURE PAGE SEPARATELY ATTACHED] 507639.2 7 Revised: 3/23R7 IN WITNESS WHEREOF, the patties have executed this Agreement as of the dates stated below. City of Palm Springs Date: By David H. Ready City ManagXPPROVED By CITY COUNCIL APPROVED AS TO FORM: ATTEST 'P. ZZ 5_3 By. By: augl ollsd,nes Tompsn,City ttaney 'ho ty Clerk -CONS ULTA Tr)j Keenan & Associates Date: —717,1,140 By , C. (n e). Date;-------------- r (name) (secretary) 507639.2 $ Revised, 3YL?Ip7 CALIFORMIA ALL-PURPOSE ACKNOWLEDGMENT State of calIbmia County of L 2 On F before ms, Personally appeared ------------- who prmved to me on the basis of safsfacfory sudence to be the persoGXwhcrse name�are sr rii ed to the instrument and a gad Io me that et�eii the i au4f?arizert and fret by /f on #* JAME8 OO 6t�run the , of the. entity upon behalf of C0=4" on # 1843741' whk h the Persoc� ed; owouted the insbument LF-wO,Whf Y Koury Pab(k • 04w tr.[t ran" Cmft I certify under PENALTY OF PERJURY under the laws COMM. as ti4.0, 20fg ar the State ar t:alftomia that the foregoing paragraph is true and correct. WCTIdESS my seal. P12-Naargser aaow s(gnalure u� !<76arrnsron earawre,rar� OP770JVAL -rd do --dd and RmwP'm vBRmWa pefscvtS tgyJr2? ft ftra atmem 1�+��/rxuddenr removal ad�aartacYutteni of Lhia :formro o rn e.m/fur.i i.tie».att Description of Attached Titre orlype at t Dm m mttGate: Slgnar(s) Other Than Named Above; Caorty(res) Olatnnecf by sigrwr(s) a 3 'Inndlvrdu t,$I - 'V Corporateofrtcar—T7i>e(6;)-. © Pertnei-13 vmitad ❑ General -- Number of Pago$: Slgner`s Narne: -- 0 rndvfdual Q Corporate Officer—Tttle(s): CJ Ariemey in Fact Q Partner— l7 L�rnited © Tmvstee . rov ot+rxmo two ❑ A oluwnb Ae+'6 © Guardian or Conservator. ❑GuardianorCcxlservator Other 0 Comer: Signer [s R©prr3sentbZq: Signer is entln exowrwla+ilr+oa,rA�e,d�ra+.s�sooasomke,P,cee�cx�ox•cr�m.rxwaasaae¢.�-�u,t..,,p amrsao4 aooa�rcuracf'm�t�ouetaeerr 507639.2. 9 Revised: W3107 1 1EXHM11T "A" CONSULTANTS' SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance . 5076392 10 1 itevlsed 3/Mt CITY OF PALM SPRI',N 6S Loss ConthoZ Serce Proposal Arnencdment to Broker Contract' Febi nary 20, 2009 PresPn�ed By: John Stephens, Senior Vice President Property & Casualty Practice' Leader hens eenan. Marco Guardi, ARM, MPA Assistant Vice President -- Loss Control m and keenan om " Keenan & Associates 901 Calle A nanecer, Suite 200 San Clemente, CA 92673 949-940-1766 (Phone) 949-369-0324 (pax) CITY O r PATM SP Y, iNGS Rent A Safety Professional (RASP) Program The Cite of Palm Springs has asked Kaman & Associates to provide a loss. control proposal to assist the City meet its regulatory obligations. We are pleased to provide the following proposal which ol�dines Loss Control services that will be provided. The services listed are customized to help the Csty.understand and develop a strategy to meet the various regulatory requirements in the most efficient; cost effective manner. The program services were detreloped based, on the infomlation provided by the City and discussions with. tapes Ventura froaz the City's Fite Department Keenan will assign a dedicated ,Toss Control consultant to the City, and this Consultant will be responsible for ensuring -the services listed in this program are provided as well as any other matters related to this program. Although the Consultant may provide Marty of the services to the City, other consultants Va specialized areas of expertise may be called upon to provide some of the services. .The goal of this service program, is to assist the City, with establishing an efficient and effective safety progrtrm The program primary god are: • Assist the City with Cal/OSHA and Fed/OSHA compliance • Raise awareness ofregulatory responsibilities • Keep City abreast of x to eg�a ry changes and their potential impacts to City operations Reduce the Frequency of Work Related Injuries The success of the p togmm in LV9C 1:121t, will depend on the cofnrmittnent of the City. Sy accepting this program, the City agrees: It is demonstrating its commitment to providing a employees safe and Iaealthful workplace for To designate an individual to coordinate and facilitate the prograrn services with the -Consultant To facilitate a focused safety program and safety, cul d ture, the assigned Consultant will assist otgaftmng anpartxctpatlug in City Safety Cona ittee meetings. The City will be responsible for establishing the tuake-rT-of the committee and the frequency of meetings and the Consultant; in cooperation with the City, will identify topics docusneutation for the meetings. for meeting agendas and prepare .support Lca KOdlnl PROGRAM- SERVICES L Compliance Need, Assessment Evaluate the City's operations to determine the application of and compliance status with Cal/OSHA regulations. This will be achieved by: a• Comprehensive review of current written compliance programs and plans; health and safety policies and procedutes b. Field verification of current program, plan, policy_ and procedure implementation. throughout City operations; c. Assessment report identifying ptogranr, plan, policy a, nd procedure deficiencies 2. Compliance Frog� poh y and Procedure Develot)ment It it is detemlined existing City programs, plans, policies and procedures are not incompliance, Keenan will modify or amend them accordingly with input from the City. If it is determined that required wutten compliance programs, plans, policies and procedures are not in place, they will be provided and customized specific to the City's operations• Plans to be reviewed, evaluated and amended include but are not limited to: Additionally, Keenan will Provide consulting services necessary, to assist the City successfzt7ly implement such programs, plans, policies and procedures to achieve compliance with Cal/OSHA regulations as well as reduce the numbest of injuries. I Mazardou§ Material l:nventorX Chief Ventura from the City's Fire Department suggested we include Hazardous Materials Inventory as the City apparently has not done this for several, years. An inventory of hazardous material used by and stored at city facilities, will be conducted annualI y. 'This inventory will assist with the City's. compliance towards Cal/OSHA's ,Hazard Communication regulation Upon completion of floe inventory-, the City w1s receive a report oudining the material name and quantities used and stores} at each city fa�lity. 'Jririinventoz}"wi erve as the foundation for compiling and distributing Material Safety Data Sheets (MSDS) throughout the City facilities using Keeazwis 0,agiie MSDSsystem; a feature of the Hazardous Material Inventory serviCe E.ieenm #Q451271 4. JErnnl_oyee TraigftI9 'In conjunction with the Program Services 91 and #2 outlined above, Keenan will provide six (6) one -hour training Sessions annually. All tr'Ldngs will be provided on dates and times convenient fox the City. AI txainings will be conducted by Keenan Loss Control Consultants who are m=' bers of the American Society of Safety Engineers, Suggested training topics include but are not limited to. dd d Un tn Broker of 12ecord ee t In conjunction with the City's Broker of Record agreement with Keenan & Associates, the services desci3bed above will be provided through an addendum to the agreement as follows: Policy Year 2009/2010 $32, 250 Policy Year 2010/2011 $24, 250 Policy Year 2011 /2012 $17, 550 o Fees include Professional Time, Preparation and Scheduling, Travel Time, Follow Up Analytical Reports and Clerical Support/Word Processing. The structure above reflects the greater effort expended in Policy Year 2909/20.10 to review, develop and establish programs, .plans, policies and procedures. In anticipation of establishing Programs, plans, . procedures and policies, activities in Policy Year 2020/2011 Will focus on implementing and ensuring the effectiveness of these items: Activiities in Policy Year 2011 /2012 will mainly focus on maintaining the City's safety program and measuring the program's success. ►ram &:Aaodaea r EXIRRYT LOB" F INSURANCE PROVISIONS Including � Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Mff um Scope of Insurance, Deductibles and Self Insured Retentions, and Severability of Interests (Separation of Insureds) 507639.2 l I Revised: 31=7 Ms insurance Consultant shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, in a form and content satisfactory to the City, — public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall also early workers' compensation insurance - in accordance with California workers' compensation Iaws. Such insurance shall be kept in full force and effect during the term of ibis Agreement, including any extension thereof and 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 ofpolicies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultaat's obligation to indemnify City, its elected officials, officers,. agents, employees, and volunteers_ A. Minimum Scone of Insurance. The minimum amount of insurance required hereunder shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,o00,o00.00) million dollars ($2,0p0,000) gcombined single limit coverage per occurrence and two eneral aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($11000,000.00) 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 (0,000,000) annual aggregate; and, 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 Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects 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 Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability h,iseu'ance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. B. Errors and annissions Covera e. if Consultant provides claims made professional liability insurance, Consultant 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 5076392 12 Revised: 3/23/07 the completion of Consultant's services under this Agreement, or (2) to In professional liability insurance coverage with the Same carrier, or equivalent coverage with another company, in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agre evidence ement. Consultant shall also, be required to provide liability polof icy. City of the purchase of the required tail insurance or continuation of the professional C. Suffitcienc of Insar,rs. insurance reed herein shall be provided by authorized insurers in goad 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 ofB++, Class VII, or better, unless otherwise acceptable io the City. D. Verification of Co_ Yam. Consultant shall f unish City with both certificates of insurance and endorsements, including additional insured endorsements, ef%cting all'of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bl'nd coverage on its behalf AD proof of insurance is to be received and approved by the City before work commences. City reserves the light to require Consultant's insurers to provide complete, cerbfied 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 e of Liability Insurance Coverage with an approved Additional -I sured acceptable the following endorsements stated on the certificate: l "The City of Palm Springs, its Offlcials, employees, and agents are named as an additional insured... " ("as respects City of Pa1rn Springs Contract No. or " " 'for any and all ►vorkperfartned tisvith the City" maybe included in this statement. z• "This insurance. is primary and non-contributory over any insurance or self- insurance the City may have... it (as respecis City ofPalm Springs Contract No. " or 'for any and all workperformed with the City" maybe included in this statement). " 3 "Should any of the above described policies be canceled before .the expiration date thereof, the issuing company xvill mail 30 days written notice to the Cerfiftcate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any, (find upon the company, its agents or representative" is not acceptable and must be crossed out, -4. 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 sha11 be named the certificate holder on the policies. 507639.2 13 RevisecL•3l23lQT I 4 , All certificates of insurance .and endorsements are to be received and approved by the City before work bind coverage, certificates of insurance must be authorized by a person with auiharity to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the cone encernent of work shall not waive the Consultant's obligation to provide them. > . DeducUbles and Self Insured Retentions. Any deductibles or Self -insured retentions must be declared to and approved by the city services under this Agreement. prior to commencing any work or eliminate such deductibles or Self -insure dretentionon of s asCrespects thty; eitherehCity, its elurer ecied offic'alsall reduc r off ctceefs, employees, agents, and volunteers; or, Consultant, 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, Consultant guarantees payment of all deductibles and self -insured . - retentions. . F. Sevinsur li of Interests insured separately to each Se aratfon of Insureds), This insurance applies ed against whom claim is made or suit is brought except . the limits of the insurer's liability. with respect to 5076392 14 Revised: 3/2mr AMENDMENT NO. 6 TO Amailc1 (o CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan & Associates (Agreement No. 5862) THIS FIFTH AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the Vt day of July 2016 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City) and Keenan & Associates, a California corporation (hereinafter referred to as Consultant) collectively, the "Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the "Agreement"). The Agreement was continued thru June 30, 2016. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to continue to perform on -site Loss Control services in amount not -to -exceed $65,000 for the period July 1, 2016 thru June 30, 2017. AGREEMENT 1. Amendment to Section 3.1. Exhibit "A" of the Agreement entitled "Compensation of Consultant": Exhibit "A" of the Agreement concerning, total compensation, is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement under Amendment No. 5, Consultant shall be compensated and reimbursed $65,000 for on -site Loss Control services for the period of July 1, 2016 thru June 30, 2017. 2. Amendment to Section 4.2. Exhibit "A" of the Agreement, entitled "Schedule of Performance": Exhibit "A" of the Agreement is hereby amended to include the following additional provisions: Effective July 1, 2016 through June 30, 2017, Keenan & Associates shall provide a Loss Control Consultant, 32 hours per month, to perform on -site specialized Loss Control services. During those 32 hours per month, the Consultant will work on various safety programs and activities, at the City's direction, including live compliance trainings, safety program maintenance, access to Keenan SafePersonnel training program, technical oversight assistance, on -site inspections and hazard analysis, and further compliance program evaluation. In addition, Keenan & Associates shall provide continued Hazard Compliance Program oversight; updated and overview of all compliance plans; update training records and reports in compliance with the Injury and Illness Prevention Programs (IIPP) through SafePersonnel; develop and implementation of monthly training materials for tailgates and related IIPP requirements. Keenan & Associates will provide the City with regular monthly service reports to document both the services and time provided under the Agreement. ORIGINAL BID PhD/011 AGREEMENT 3. Amendment to Section 10.2. entitled "Covenant Against Discrimination" of the Agreement is hereby amended to read as follows: "Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, national origin, physical or mental disability, medical condition, or ancestry". 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. IN WITNESS WEHREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: `CITY" CITY OF PALM SPRINGS A. James s By .�� Jan, City Clerk DavidQH. Ready, C anagerj Date: O`TIZ��ZoI� Date: -1lo-w APPRO TO FORM: By C' ttorneyy qDate: 2 = ` J046 Date: By APPROVED BY CITY COUNCIL kkd N AMENDMENT NO.5 To emend '� CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan & Associates (Agreement No. 5862) TEES FIFTH AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the In day of July 2015 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City) and Keenan & Associates, a California corporation (hereinafter referred to as Consultant) collectively, the "Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the "Agreement"). The Agreement was continued thru June 30, 2015. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to continue to perform on -site Loss Control services in amount not -to -exceed $65,000 for the period July 1, 2015 thru June 30, 2016. AGREEMENT 1. Amendment to Section 3.1. Exhibit "A" of the Agreement entitled "Compensation of Consultant" Exhibit "A" of the Agreement concerning, total compensation, is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement under Amendment No. 5, Consultant shall be compensated and reimbursed $65,000 for on -site Loss Control services for the period of July 1, 2015 thru June 30, 2016. 2. Amendment to Section 4.2, Exhibit "A" of the Agreement entitled "Schedule of Performance".• Exhibit "A" of the Agreement is hereby amended to include the following additional provisions: "Safety Compliance Plans maintenance and enhancements; hazardous materials plan development; OSHA required job specific training; and related loss control services" as described in the attached Scope of Services attached to this agreement as Exhibit "A". Effective July 1, 2015 through June 30, 2016, Keenan & Associates shall provide on -site and off -site Loss Control services up to 24 hours per month of specialized loss control services which may include, but is not limited to: live compliance trainings, maintenance, access to Keenan SafePersonnel training program, technical oversight assistance, on -site inspections and hazard analysis, and further compliance program evaluation. In addition, Keenan & Associates shall provide a comprehensive Hazard Compliance Program,, including: Hazardous Materials Inventory, Hazardous Materials Observation Report, development and submission of required Business Plans, and maintenance and access to KeenanSDS online management tool. py In4 1,- `,. 0 L K 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. S. Corporate Authority The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said panty, (in) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. IN WITNESS WEHREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: By James Thompson, City Clerk Date: a5 -7 % c161 Z60 APPRO TO FORM: By Attorney Date: "CITY" CITY OF PALM SPRINGS, CA. By David H Manager Date:_; / APPROVED F1 CrrY Cc UTROX 10,E-�O a kt%b? "CONSULTANT" Keenan & Associa Date: 1� /J By John Step , Sr. Vice President AMENDMENT NO. 4 TO CONSULTING SERVICES AGREEMENT AbA( va Loss Control and Regulatory Compliance Services, Keenan & Associates (Agreement No. 5862) THIS FOURTH AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the Pt day of July 2014 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City) and Keenan & Associates, a California corporation (hereinafter referred to as Consultant) collectively, the "Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the "Agreement"). The Agreement was continued thru June 30, 2014. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant perform on -site Loss Control services eight (8) hours a day, two (2) days per week in amount not -to -exceed $65,000 for the period July 1, 2014 thru June 30, 2015. AGREEMENT 1. Amendment to Section 3.1 Exhibit "A" of the Agreement entitled "Compensation of Consultant": Exhibit "A" of the Agreement concerning, total compensation, is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement under Amendment No. 4, Consultant shall be compensated and reimbursed $65,000 for on -site Loss Control services for the period of July 1, 2014 thru June 30, 2015. 2. Amendment to Section 4.2 Exhibit "A" of the Agreement. entitled "Schedule of Performance": Exhibit "A" of the Agreement is hereby amended to include the following additional provisions: "Safety Compliance Plans maintenance and enhancements; hazardous materials plan development; OSHA required job specific training; and related loss control services" as described in the attached Scope of Services attached to this agreement as Exhibit `B". Effective July 1, 2014 through June 30, 2015, Consultant shall provide on -site and off -site Loss Control services approximately averaging twelve (12) hours per week. In addition, the Consultant shall provide a total of thirteen (13) additional days of specialized loss control services including live compliance trainings, technical oversight assistance, on -site inspections and hazard analysis, and further compliance program evaluation, to be utilized at the City's discretion. IGINAL BID FVOR AGREEMENT 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. IN WITNESS WEHREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: "CITY" CITY OF PALM SPRINGS, CA. !?Ja�mes By -� hompson, City Clerk David H. Read anager Date: Cie'l ocq zo l'- Date: APPRO S T FORM• By C ttorney Date: 97. J /" 01-0 � n Date: �,S—A f1 y APPROVED BY CITY COUNCIL "CONSULTANT" Keenan & As iates By Stephens, Sr. Vice President 901 CalleAmamer 949940-1760 eenan Sate 200 949 3 4 fax San Clemente, G4 92673 ianvw.ktenan.eeenanxnm License No. 0451271 Ass oCia tes September 30, 2013 Mr. Douglas Holland City Attorney City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263-2743 RE: Consulting Services Agreement Special Claims Administration Services (Agreement No. 5862) Amendment No. 1 Doug, Thank you for sending the above -referenced agreement whereby the City established a $7,500 "not to exceed" amount for our assistance with the "wind claim." As you're aware, Carl Warren is your current Property & Liability Claims Administrator, however Carl Warren only provides services for coverages that have a "Self Insured Retention," not a "deductible," which led to the City contracting with Keenan for assistance with certain Property claims. In regards to the above -referenced agreement, I wanted to inform you of a recent decision we have made that will help the City. As part of our existing Brokerage Services fee, our Property & Liability Claims Administration department (PLCA) will provide claims oversight assistance for this claim as well as all future "deductible" claims going forward at no additional cost to the City. Our PLCA Department specializes in public agency claims and we believe their expertise will help the City resolve claims in a more efficient and expedient manner. To summarize, we will not be billing towards the Special Claims Administration Services (Agreement No. 5862) and we hope this decision will enable you to use those dollars in ways to help the City employees and your community. Take care and please let me know if you have any questions. Sincerel ,- )ohn Stephens Senior Vice President cc: Craig Gladders, Geoffrey Kiehl & Jay Thompson, City of Palm Springs Steve Moccardini & Audra Powers, Keenan AMENDMENT NO. 3 TO CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan & Associates (Agreement No. 5862) THIS THIRD AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the 1st day of July, 2013 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City), and Keenan & Associates, a California corporation (hereinafter referred to as "") collectively, the "Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the "Agreement') in the amount of $74,050. The agreement was continued through June 30, 2012 for the amount of $50,450. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to perform additional on -site Loss Control services eight (8) hours a day, two (2) days per week in amount not -to -exceed $65,000 for the period July 1, 2012 through June 30, 2013. D. City and Consultant desire to amend the Agreement to authorize Consultant to perform additional on -site Loss Control services eight (8) hours a day, two (2) days per week in amount not -to -exceed $65,000 for the period July 1, 2013 through June 30, 2014. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Amendment to Section 3.1, Exhibit "A" of the Agreement, entitled "Compensation of Consultant': Exhibit "A" of the Agreement, concerning total compensation, is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit "A", $65,000 for on -site Loss Control services for the period of July 1, 2013 through June 30, 2014, and the total compensation under the agreement shall not exceed $254, 500. 2. Amendment to Section 4.2, Exhibit "A" of the Agreement, entitled "Schedule of Performance": Exhibit "A" of the Agreement is hereby amended to include the following additional provisions: "Safety Compliance Plans maintenance and enhancements; hazmat plan development; OSHA required job specific training; and related loss control services" as described in the attached Scope of Services attached to this agreement as Exhibit "B". ORIGINAL 1311) ANDIOR AGREEMENT Effective July 1, 2013 thru June 30, 2014, Consultant shall provide on -site Loss Control services eight (8) hours per day, two (2) days per week. 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: By ?mes Thompson, City Clerk Date: d5Cr O 3 Z6 j -�-!> APPROVED AS TOFORM: City Attorney' Date: Date: % 13 1 // 3 Date: P► "CITY" CITY OF PALM SPRINGS, CA. By -�.- David H. Ready, City r Date: k 1� APPROVED BY CITY COUNCIL l "CONSULTANT" Keenan & Associates By: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of Califomia County of Los Pau 1e S On JtA1,l T 31,213beforee, ALIGOhIJA U5uiy�LMOTcry Pu11c, I p� Here Insert Name drd I iga o1 ft UM cr personally appeared _ 7 k a S� e pbe"S INum(s) ot S gna (at LGALIKCIA OLIVA ESGUIEVL NOC�PBBULIC-CALf"A MlOS AnoEtES COOMr r COMM-CONMExt+. SEr. 25, 2013 who pawed to me on the basis of satisfactory evidence to be die person(s) whose name(s) Ware subscribed to the within instrument and acknowledged to me that he/she/they execrated the same in his/her/their authorized capacity(ies), and that by his/her/their signatuiB(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, exscuted the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct_ WITNESS my hand and official seal. Signature. Plate Nowt' Seal Abmm 94MWFb of NaWy OPTIONAL. Though the rnformatierr below is not required by taw, It may prove mhrabfe to persons retying on the document and could prevent fraudulent removal and reattachment of ttus form to another document. Description of Attached Document Title or Type of Document: N m en A m e r► T No' 3 Document Date: _ tl tw �.+ ` O (3 Number of Pages: Signer(s) Other Than Named Above: Cepaclty(les) Claimed by Signer(s) Signers Name: ,Uo Y\n 3kc on \ e r S ❑I divldual Lf Corporate Officer — Title(s): ❑ Partner — D Limited ❑ General El Attomey in Fact Top of thumb here D Trustee CI Guardian or Conservator ❑ Other. Signer Is Representing: I<eetnnn Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — - Limited ❑ General ❑ Attorney in Fact Top of thnrrto here El Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing. 0207Na cmlNamAsaodalbA-$IUO eSMA6e-.M..B=2402.Cha=hulh..^,A et3132402- w Mdula W".dg ItmnY990T Rea ;CdTb11-Fr t1-00•B7&W27 3 AMENDMEONT N0.2 Anen 1 CONSULTING SERVICES AGREEMENT Gf Loss Control and Regulatory Compliance Services, Keenan & Associates (Agreement No. 5862) THIS SECOND AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the 1st day of July, 2012 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City), and Keenan & Associates, a Califomia corporation (hereinafter referred to as "") collectively, the "Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the "Agreement") in the amount of $74,050. The Agreement was continued through June 30, 2012 for the amount of $50,450. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to continue to perform on -site Loss Control services eight (8) hours a day, two (2) days per week in an amount not -to -exceed $65,000 for the period July 1, 2012 through June 30, 2013. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Amendment to Section 3.1, Exhibit "A" of the Agreement, entitled "Compensation of Consultant': Exhibit "A" of the Agreement, concerning total compensation, is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit "A", $65,000 for the preparation and completion of the compliance plans and initial training and related on -site Loss Control services for the period of July 1, 2012 through June 30, 2013, and the total compensation under the agreement shall not exceed $189,500. 2. Amendment to Section 4.2. Exhibit "A" of the Agreement, entitled "Schedule of Performance": Exhibit "A" of the Agreement is hereby amended to include the following additional provisions: "Completion of Plans and Initial Training Consultant shall prepare and complete each of the compliance plans and the initial training for each compliance plan as described in the Scope of Services and the "Compliance Plan and Training Progress" document (consisting of two pages) attached to this Agreement as Exhibit "C" by June 30, 2013 or such later date as approved by the City Manager. ORIGINAL DID AND/OR AGREEMENT "Schedule of Performance: Effective July 1, 2012 thru June 20, 2013, Consultant shall provide on -site Loss Control services eight (8) hours per day, two (2) days per week. 3. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 4. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: mes Thompson, City Clerk Date: e!) V 2 2 o iZ "CITY" CITY OF PALM SPRINGS, By David H. Ready, City ger Date: APPR V S TO FORM: APPROVED BY CITY MANAGER By City Attorney Date: PZ l4 • � /� Date: c. 2--3i 20)? Date: 2 "CONSULTANT" Keenan & Associates By: J�PNtil���i�y�i� .�2 l,•-cr ��.�-1�'' CALIFORNIAALL-PURPOSEf t C�.\- Jlul?a o:Ya: •:.5:�) �a: state of CaltfArrt}a County of L o 5 An I P, 1 e-,. aa- Qn_1..1%t 23,2Qi 1 before me, _ ALIuc', 011U9 CSyu,� r�C leyI -I caw lnfertlVeimfar�`P�iofti.e """�� I `' personally appeared To h r\ _5 ht H e rtemets of W who proved to me on the basis of satislWory evidence to be the person(a) whose name(s) Wam-subecrfhed to the within Instrument and acknowledged to me that helshe/they executed the same in hislher authorized capaaiWies), and that by hlsffterltheir signi@ks) on the �---- IrMument the person(s), or the entity upon behalf of �+ ALI'IA OLIVA ESQUIVEL 'Which the persons) acted, executed the instrurnenL COMM.# 1864944 �e N ROTARY PUBLIC•CAUFORM Vr I certify under PENALTY OF PERJURY under the laws Los ANGELES COUNTY of the State of Califomia that the fore(j bV paragraph Is Mr Comm. EXP. SEP. 25, 2013 tits and correct. WITNESS my nd and flAofficial seal. Plano Wmry Seal ADoaa Signature s a OPnONAL, Though the ktfarmatlon below la nor mqulred by law. it nW prove valuable to persons r*jng on the document and could prevent fraudulent rernoW and mattridunent cf this farm to another dommea Description of Attached Documerd Tide or Type of Document KW' e VI CA • 1 C'i N OF 1� Alt W% Document Date: k) a (y a.'S , a O 1 '3- Number of Pages: 819ner(s) Other Than Named Above: Capecity(les) Claimed by Signer(s) Signer's NamEr._50bA S�ar -a:^� Signers Name, - 0 Individual ❑ Individual ❑ Corporate Officer —TdWa): ❑ Corporate Officer—Title(s): Q Partner — Cl Limited ❑ General U. gal llvhtch"Um ❑ Partner — p Limited ❑ General p Attomey in Fact ❑ Attorney in Fact © liustee Top °t `r"'mb ham ❑ Twme Top of thwt hero O Guardian or Conservator, ❑ Guardian or Conservator O Other: ❑ Other Signer Is Representing: Signer Is Representing: i'CeNr..rn � hs4��ta�u � --- ®.80WHaYanal►�tr,7A�aaJagon�B UaSoLOJse.r.O.e�2ao2.am,s,�A,Cds�sfa,2a�.vcaal,I�fw�Wo�y�g W*NS07 Rm&rCOINWe,eiS008T68 .g L• o gg g 0 Eg 7 e$ E E a E �a9 I �J ° .. .. 4b d� o� J� JL o z z o o z z p b z Z. o o z z 9 S S z S 8 z z ti°<t g_ agegLZgg t; o ��°� •�Sas 'yw'� $�� �s� �g�'� �E3 d �-' �• as 3o d u'y� ��y"� �� s�w o. c�9� U e !m Em.. � N N L O L C ca W U C .Q E U e� i• d % 5g gg g 7� P Jd o 0 0 $ o I .. .. tia f�6 o z z o 0 �>o�v d �J�Jp wy1 0 0 0 s� ti��Mw o z z o e t+1�Y J o z z o a e a o•l e m w g c$ 20 elf ass� q V �3u Kathie Hart From: Perry Madison Sent: Thursday, March 24, 2016 8:29 AM To: Kathie Hart Cc: Stephanie George; Jay Thompson; Manori Jayasekara; Kim Hardcastle Subject: RE: Agreements Expiring within 120 Days \a I C�\^� V" V /V V Kathie, we are working an extension. Thanks \ From: Kathie Hart Sent: Wednesday, March 23, 2016 7:23 PM To: Perry Madison Cc: Stephanie George; Jay Thompson Subject: Agreements Expiring within 120 Days Attached is a list of all the agreements that are due to expire in the next 120 days. Please advise if they may be closed, or not yet complete and will be amending to extend the term. Thank ""you ��for your assistance. kit Kathie Hart, MMC Chief Deputy City Clerk CALIFOR illti 17ke no OkKO they . City of Palm Springs T (760) 323-8206 3200 E. Tahquitz Canyon Way A (760) 322-8332 Palm Springs, CA 92262 l- Kathie.Hart@Palm5pringsCA.gov City Hall is open 8 am to 6 pm, Monday through Thursday, and closed on Fridays. AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT����5 Special Claims Administration Services �~- w�>o "t (Agreement No. 5862) THIS FIRST AMENDMENT to the Contract Services Agreement No. 5862 for Special Claims Administration services is made and entered into to be effective on the 15` day of July, 2012 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the "City"), and Keenan & Associates, a California Corporation, (hereinafter referred to as the "Consultant") (collectively, the "Parties"). RECITALS A. City and Consultant previously entered into a professional contract services agreement for Special Claims Administration services for damage caused by a wind event in January 2012 ("Project Services") which was made and entered into on March 7, 2012 (the "Agreement') in the amount not to exceed $7,500.00, terminating on June 30, 2012. B. Section 4.4, "Term" allows for the agreement to be extended by mutual written agreement of the Parties. C. City and Consultant desire to amend the Agreement to extend the term of the contract to June 30, 2014. (Amendment No. 1) NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT Section 4.4 "Term" is hereby amended as follows: "The term of the agreement is extended to expire on June 30, 2014, but may be extended at the mutual written consent of the Consultant and the City". 2. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 3. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: By ames Thompson, City Clerk Date: 4 9* 1 qZ0�3 APPROVED AS TO FORM By / Y76ZPJ�4- kigb.01� .,_- - Date: / 7— Date: Date: I'll "CITY" CITY OF PALM SPRINGS, CA. By �DaVid�HReady, City M Date: t •k-j• 0 APPROVED BY MY MANAGER h0 1M�CY0[1J l L1irrl.Y1a.��'�YY1 �`� "CONSULTANT" Keenan & Associates By: 4 5hrlAte hens nior Vice President a rd Secretary 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of L_. A,,�Aes On Daw personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)_are subscribed to the within instrument and acknowledged to me that #ielskia(ihey executed the same in fr/their authorized capacity(ies), and that byH&9w heir signatur'e(s) on the W WUA" instrument the person(s), or the entity upon behalf of COMM. #18"256 z which the person(s) acted, executed the instrument. fi t try Public - California G CrOLos 7 2013 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _ olaco Vota•y Seal Abtw 9gvatureN �dFr�k OPTIONAL Though the information below is not required by law. It may prove valuable to persons twng on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: _ Document Date: Signer(s) Other Than Named Above. Capacity(les) Claimed by Signer(s) Signer's Name:.... Individual Corporate Officer — Title(s): _ Partner —LJ Umited LJ General J Attorney in Fad J Trustee Guardian or Conservator J Other:__..___.___._ Signer Is Representing: ii*4 rT Tr48PPoN`r OFSIGNM _._. - Number of Pages: Signer's Name:___._._.._ .................... — Individual Corporate Officer — Title(s): Partner — Limited L General -_, Attorney in Fact Trustee = Guardian or Conservator Other: __......_....... — Signer Is Representing niGif-HUt,43PRlNT OF SEGNER ff�GGGu3e ccusctc}• 4200T Nallorul Notary Association- 9350 N SoM Aire.. t'.O. &a 2402 -Ctwts rth. CA 9i3i3.2402-vrH kr dfwreMtotmyn Itam Y09A7 riavda. Call Tdl-P,x 1 $D(�N7F, R,R27 3 AMENDMENT NO. 1 n TO 4 l I��vs u•ti `WJ CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan & A (Agreement No. 5862) THIS FIRST AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the 1st day of November, 2011 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City), and Keenan & Associates, a California corporation (hereinafter referred to as "") collectively, the "Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the "Agreement") in the amount of $74,050 through June 30, 2012. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to perform additional on -site Loss Control services eight (8) hours a day, two (2) days per week in amount not -to -exceed $50,450 for the period July 1, 2011 through .tune 30, 2012. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Amendment to Section 1.1, Exhibit "A" of the Agreement, entitled "Scope of Services": Exhibit "A" of the Agreement is hereby amended to include the following additional services, which shall read as follows: SCOPE OF WORK: Consultant shall provide on -site Loss Control consulting services to the City for eight (8) hours per day, two (2) days per week. 2. Amendment to Section 3.1, Exhibit "A" of the Agreement, entitled "Compensation of Consultant": Exhibit 'A" of the Agreement, concerning total compensation, is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit "A", $50,450 for the additional on -site Loss Control services for the period of July 1, 2011 through June 30, 2012, and the total compensation under the agreement shall not exceed $124,500. 3. Amendment to Section 4.2, Exhibit "A" of the Agreement, entitled "Schedule of Performance": Exhibit "A" of the Agreement is hereby amended to include the following additional provisions: "Schedule of Performance: Effective July 1, 2011 thru June 20, 2012, Consultant shall provide on -site Loss Control ORIGINAL. BiD ANT/OR AGREEMENT services eight (8) hours per day, two (2) days per week. 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON NEXT PAGE] 7 IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: ames Thompson, City Clerk Date: ob / 'Zorl.2-:0 I Z- Date: 3 l 2 2- i I z- Date: 3 (2-b f iZ 3 "CITY" CITY OF PALM SPRINGS, CA. By David H. Ready, 0 ager Date: PPP&BY CITY COUNCIL 2� 1 - o �o kL�. "CONSULTANT" Keenan & Associates By: 5z�—"5� e4 iT c T P P PA D ALL-PURPOSECALIFORNIA .T. :. cl:- .v�!v. .;k.+?i .'r.C:'.ti:.1a✓..�4.:..i�..I.i:.�%�:..oa:..n::!u:?.:c:v'.. :: `�T4.:r.'j%.�',(�. =�a,. .C�.C:. State of California Cot On Pori 1 who proved to me on the basis o atisfactory evidence to be the person(s) whose name( subscribed to the within instrument and acicnow ed to me that (j;Na11hey executed the a in lJbeir authorized capacity(ies)r and that b Fn' rd signature(s) on the BRAD MEINDERTSMA instrument the person(s), or the entity upon behalf of Commission # 1962205 which the person(s) acted, executed the instrument. -w Notary Public - California z z Orange County I certify under PENALTY OF PERJURY under the laws My Comm. Expires Dec 1, 2015 of the State of California that the foregoing paragraph is true and correct. WITNESa Piaea ow NoWly 8" AoSignature svmr• of um.y OPTIONAL. Though the information below is not required by taw, It may prove valuable to persons relying on the dooutnent and could prevent fraudulent removal and readechment of this term to another docurrrent. Description of Attached ocumeM T1tle or Type of document:�t (-L L rt��_oVy eF Document Date: Number of Pides, Signer(s) Other Than Named Above: Capecity(les) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s). — ❑ Partner — O Limited ❑ General I] Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other. Signer Is Representing: Top of thumb here Signer's Name: _ ❑ IndMdual ❑ Corporate Officer — Title(s): ❑ Partner — U Limited D General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator 0 Other: Signer Is Representing: nrG1 IT T1 nkJP.vrrir:T OF SSGHErI 02W7 lWin Assockftn-=00e suoo Ae..ro. eox 2402-Quouanh, CA 913134NO2•www.Ne6oraWtary0rg bmrJW aaolde!:CdTbIkFIrwi-doaeT 6W7 4 CONSULTING SERVICES AGREEMENT Cr� 4. Keenan & Associates — Special Claims Administration THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on March 7, 2012, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Keenan & Associates, a California corporation, ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a third party administrator to coordinate and process the City's insurance claim ("Claim") for damages caused by a wind event in January, 2012 ("Project Services"). B. Consultant has submitted to City a proposal to provide Project Services to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project Services. D. City desires to retain the services of Consultant for the Project Services. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide the Project Services to City. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. 1.1.1 The Project Services shall be limited to providing general advice and consultation to the City regarding the strategic management of the Claim. Consultant shall have no responsibility for the reporting of the Claim to the carrier or direct administration of the Claim. Consultant shall have no authority to take any action on behalf of the City with respect to the Claim, including without limitation, investigation of the Claim or the participation in and/or negotiation of the settlement of the Claim. The Project Services may include an evaluation of the actions and/or performance of the City's insurance carrier, investigator, attorney, or other vendor involved in the management of the Claim (collectively the "Claims Vendors"). Notwithstanding the foregoing, except as may be expressly authorized by the City in writing, Consultant shall have no right or responsibility to direct or control the actions of any Claims Vendor. i�A C�ItJ kt,rD/OR AGREEMENT Revised: 6/16110 720599.1 1.1.2 Consultant shall not provide any legal, tax, or accounting service, advice, or opinion, and the Project Services shall not be interpreted as representing any such service, advice or opinion with respect to the Claim. 1.1.3 Consultant shall not be responsible for any delay in its performance that results from the failure of the City, the Claim Vendors, or any person acting on behalf of any of them to make available to Consultant in a timely, complete, and accurate manner, any information that is necessary for the performance of the Project Services 1.1.4 Consultant shall cooperate with and take direction from the City's counsel regarding any necessary steps to be taken in order to effect or preserve any legal privilege regarding any information or communication about the Claim. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant 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, Consultant 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 Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement. Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant 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 $7,500.00. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant 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 Consultant for all expenses stated in the invoice 2 Revised: 6/16/10 720599.1 that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Project Services 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 Consultant'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. 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 and completed by June 30, 2012 or such later date as the Contract Officer may authorize or approve. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant 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. 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 (2) months, commencing on March 7, 2012, and ending on June 30, 2012, 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 Consultant. Where termination is due to the fault of Consultant 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, Consultant shall immediately cease all 3 Revised: 6/16/10 720599.1 services except such as may be specifically approved by the Contract Officer. Consultant 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. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Steve Moccardini, Vice President. 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 Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant 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"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant 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 Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City'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. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant 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 Consultant's work product, result, and advice. Consultant 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. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant 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 Consultant by providing written notice to Consultant. Name: Title: 4 Revised: 6/16/10 720599.1 Steve Moccardini Vice President Ron Schaudt Senior Claims Examiner 6. INSURANCE Consultant 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, Consultant shall defend (at Consultant'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 (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant'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. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 8. RECORDS AND REPORTS 8.1 Reports. Consultant 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. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant 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 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. S Revised: 6/16/10 720599.1 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above -referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant 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. Consultant may retain copies of such documents for Consultant's own use. Consultant 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 Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 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 Consultant 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 approval of any subsequent act of Consultant. 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 6 Revised: 6/16/10 720599.1 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. 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 Consultant, 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 Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. No officer or employee of the City shall have any direct or indirect financial interest in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects their financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. Consultant warrants that Consultant 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 Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. 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. 7 Revised: 6/16/10 720599.1 To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Keenan & Associates Attention: John Stephens 901 Calle Amenecer #200 San Clemente, CA 92673 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement 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. 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. 8 Revised: 6/16/10 720599.1 0 C IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: y ��� By: David H. Ready City Manager APPROVED AS TO FORM: ATTEST By: By. Dougl s C. Holland, ames Thompson, City Attorney City Clerk �` 1 70 Z. Date: Lz- L Date: -3 f - b I I -L- 720599.1 "CONSULTANT" Keenan & Associates By:� a� blot To Exceed $ Without The Express Written Authorization Of The City Manager. Uohn Stephens Senior Vice President KpidERipp—ar Secretary APPROVED BY CITY MANAGER do kk-� Revised: 6/16/10 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange )SS. On 1" 1Gt�c4 personally appeared me, Brad Meindertsma , Notary Public, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s is subscribed to the within instrument and acknowledged to me that �e�executed the same in Qs e+r authorized capacity(ies), and that by r signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS hand and official seal. BRAD MEINDERTSMA Commission #E 1962205 a -�i Notary Public - California z� Orange County My Comm. Expires Dec 1, 2015 ------------- ure Date of Document Type or Title of Document Number of Pages in Documen OPTIONAL INFORMATION Thumbprint of Signer t Document in a Foreign Language Capacity of Signer: Individual Corporate Officer — Title(s): Partner — ❑ Limited ❑ General Attorney In Fact Trustee Guardian or Conservator Other: Signer Is Representing: EXHIBIT "A" Schedule of Fees Property & Liability Claims Administration Rates for the City of Palm Springs VP/AVP/Claims Manager $90/hour Senior Claims Examiner $85/hour Claims Examiner $75/hour Expenses 42% of hourly billings Minimum per file charge One hour 1 1 Revised: 6/16/10 720599.1 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) 12 Revised: 6/16/10 720599.1 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant 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. Consultant 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. Consultant shall notify City within three (3) days following its first notice or awareness of any actual or proposed termination or cancellation of, or material change in the required insurance coverage. 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 Consultant'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 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 Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant'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 Consultant'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 13 Revised: 6/16/10 720599.1 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 Consultant provides claims made professional liability insurance, Consultant 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 Consultant'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 Consultant's services under this Agreement. Consultant 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. Consultant 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 Consultant'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: 1. "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). 2. "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). 3. 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. 4. 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. 14 Revised: 6116/10 720599.1 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 Consultant'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) Consultant 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. Consultant 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. 15 Revised: 6/16/10 720599.1 C CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan & As! or# . THIS AGRE5MENT FOB&-EONSULTING SERVICES (the "Agreement") is made and entered into this / ° day of �, / , 2009, by and between the City of Palm Springs, a California charter city and munic al corporation ("City"), and Keenan & Associates, a California corporation, ("Consultant"). RECITALS A. City requires the services of a professional consultant to provide Loss Control and Regulatory Compliance Services, ("Project'). B. Consultant has submitted to City a proposal to provide Loss Control and Regulatory Compliance Services, to City pursuant to the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified to provide the necessary services to City for the Project and desires to provide such services. D. City desires to retain the services of Consultant for the Project. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to retain and does hereby retain Consultant and Consultant agrees to provide services to the City as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide Loss Control and Regulatory Compliance 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"), which includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner in accordance with all standards prevalent in the industry. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern. 1.2 Compliance with Law. All services rendered under this Agreement shall be provided by Consultant in accordance with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations promulgated thereunder. 1.3 Licenses and Permits. Consultant 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. j Revised: 3123107 507639.2 ORIGIi!AL DID AND/DR .,LE"LENT ... .... _...... .... _.._-.._... _.._ ..._.... __ ...... 1.4 Familiarity with Work. By executing this Agreement, Consultant 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 Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit "A," which total amount shall not exceed $74,050. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall no later than the first working day of such month, submit to City in the form approved by City's finance director, an invoice for services rendered prior to the date of the invoice. Payments shall be based on the hourly rates as set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated thereon, which are approved by City consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in.Consultant's profession. 3.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the City Council of City for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. Revised. 3/23/07 507639.2 a 4.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit "A." The extension of any time period must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Consultant shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain 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, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 9.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three years (FY 09-10, FY 10-11, FY 11-12), commencing on July 1, 2009, and ending on June 30, 2012, unless extended by mutual written agreement of the parties. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Corisultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the services and work specified herein and make all decisions in connection therewith: John Stephens, Senior Vice President. 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 Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her designee. It shall be the Consultant's responsibility to keep the Contract Officer, or his/her designee, fully informed of the progress of the performance of the services and Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. g Revised: 3123107 507639.2 1, t 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein 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 Consultant's work product, result, and advice. Consultant 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. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services set forth herein. Consultant 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 Consultant by providing written notice to Consultant. Name: Title: John Stephens Senior Vice President Marco Guardi Assistant Vice President, Loss Control 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in Exhibit `B," which is attached hereto and is incorporated herein by reference. 7. INDEMNIFICATION. To the fullest extent permitted by law, Consultant shall defend (at Consultant'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 (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, which Claims arise out of or are related to Consultant's performance under this Agreement, but excluding such Claims arising from the negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability hereunder. 507639.2 4 Revised: 3/23/07 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 8.2 Records. Consultant 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 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 Consultant in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant 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 hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 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 Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 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 5 Revised: 3123107 5076397 or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 9.3 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 and 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. 9.4 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. 9.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause,. upon thirty (30) days written notice to Consultant, except that where termination is due to the fault of Consultant 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, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant 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 thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 10. CITY OFFICERS AND EMPLOYEES, NON-DISCRIMINATION 10.1 Non -Liability of City Officers and EmpIoyees. No officer or employee of City shall be personally liable to the Consultant, 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 Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication 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. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 6 Revised: 3123/07 507639.2 To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Keenan & Associates Attention: John Stephens, Senior Vice President 901 Calle Amanecer, Suite 200 San Clemente, CA 92673 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 11.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 11.4 Severability. 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 hereunder. 11.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. /I/ [SIGNATURE PAGE SEPARATELY ATTACHED] 7 Revised: 3123/07 507639.2 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: kU6. GJ 200CA By: David H. Ready . City Manager APPROVED BY CITY COUNCIL •a oh � b2 APPROVED AS TO FORM: ATTEST By: Dou a C. Holland, es Thompson, City,Attorney City Clerk "CONSULTANT" Keenan & Associates Date: ' BY . v� Date: (name) (secretary) $ Revised: 3/23/07 507639.2 f� CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT a:C:� .D.':• v�,V+: ��t:i>S_v. : �.sitSti�.2:ga:.^5:1"..vi;.a, o��:c..4'.l�q�,o ;.�'iti.^a:.�a;;a�=;; '?3..q.:ot..�]f6'h.�i'.��L?Y.3i:4�.'3L��;rwd„N=:Sr1+?'.L<` State of Cailfiamia County of On Z r V ciao personally appeared JAMES Mill CwWssion • 1843747 lie Notary Pubik - CdNonNt Onmp COO* Comm. Ex Ira Ms 2012 --------------- who proved to me on the basis of satisfactory evidence to be the pemAo whose narnq�re subscribed to the to instrument and ackno ged to me that e/they executed the s e it her/their authorized capac*q- and that /their signaiui6e� the instrument the pe , or the entity upon behalf of which the perso a =Aed the instument I certify under PENALTY OF PERJURY under the laws of the State of Galiiomia that the foregoing paragraph Is true and correct. WITLESS my han p sal. Signature Plxe Notary Seal above oPnaNaL Though tha intormafion bslow is not ragWred by law: ft may prove valuable to persons refying on the document and could prevent haudufcnt removal and reaftac swat of this lam to affolher document. Descriptlon of Attached Docun Title or Type of Document: rrpll Document Date: t � Sign") Other Than Named Above. Capacity(ies) Claimed by Signer(s) Signer's name b" . Individual Corporate Officer — Titte(s): 0 Partner — 0 Umited U General CJ Attorney in Fact 0 Trustee wp of tlwm4 h El Guardian or Conservator _ 0 Other_ Signer Is „,- Number of Pages: � ---� . -----� Signer's Name: 0 Individual O Corporate Officer—IOWs): _ Partner Invited G General mey in Fact 0 Trustee Guardian or Conservator Other: Signer Is Representing: nlGHTTHUMBPRINT 0200r Ngoaml Notary Aesorlatlom 23W De Sow Awe. M Ow 2402-0uw ih. CA bemrY" Aomdnr.Cd T04;r=1M0-87fiW7 9 Revised: 3/23l07 507639.2 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees e Schedule of Performance 10 Revised: 3J23107 507639.2 CITY OF PALM SPRINGS Loss Control Service Proposal Amendment to Broker Contract February 20, 2009 PresentedBy. John Stephens, Senior Vice President Property & Casualty Practice Leader istephens@keenan.com Marco Guardi, ARM, MPA Assistant Vice President — Loss Control mguardi@keenan.com Keenan & Associates 901 Calle .Amanecer, Suite 200 San Clemente, CA 92673 949-940-1760 (Phone) 949-369-0324 (Fax) K=an & Ass .. license #N51271 CITY OF PALM SPRINGS Rent A Safety Professional (RASP) Program The City of Palm Springs has asked Keenan & Associates to provide a loss. control proposal to assist the City meet its regulatory obligations. We are pleased to provide the following proposal which outlines Loss Control services that will be provided. The services listed are customized to help the City understand and develop a strategy to meet the various regulatory requirements in the most efficient, cost effective manner. The program services were developed based on the information provided by the City and discussions with Captain Ventura from the City's Fire Department. Keenan will assign a dedicated Loss Control consultant to the City and this Consultant will be responsible for ensuring the services listed in this program are provided as well as any other matters related to this program. Although the Consultant may provide many of the services to the City, other consultants with specialized areas of expertise may be called upon to provide some of the services. The goal of this service program is to assist the City with establishing an efficient and effective safety program. The program primary goals are: • Assist the City with Cal/OSHA and Fed/OSHA compliance • Raise awareness of regulatory responsibilities • Keep City abreast of regulatory changes and their potential impacts to City operations • Reduce the Frequency of Work Related Injuries The success.of the program, in large part, will depend on the commitment of the City. By accepting this program, the City agrees: • It is demonstrating its commitment to providing a safe and healthful workplace for employees • To designate an individual to coordinate and facilitate the program services with the Consultant To facilitate a focused safety program and safety culture, the assigned Consultant will assist organizing and participating in City Safety Committee meetings. The City will be responsible for establishing the make-up of the committee and the frequency of meetings and the Consultant, in cooperation with the City, will identify topics for meeting agendas and prepare support documentation for the meetings. Keenan & Associates Ucoose naasmi PROGRAM SERVICES 1. Compliance Needs Assessment Evaluate the City's operations to determine the application of and compliance status with Cal/OSHA regulations. This will be achieved by: a. Comprehensive review of current written compliance programs and plans; health and safety policies and procedures b. Field verification of current program, plan, policy and procedure implementation throughout City operations; c. Assessment report identifying program, plan, policy and procedure deficiencies 2. Compliance Program, Plan, Policy and Procedure Development I£ it is determined existing City programs, plans, policies and procedures are not incompliance, Keenan will modify or amend them accordingly with input from the City. If it is determined that required written compliance programs, plans, policies and procedures are not in place, they will be provided and customized specific to the City's operations. Plans to be reviewed, evaluated and amended include but are not limited to: Additionally, Keenan will provide consulting services necessary to assist the City successfully implement such programs, plans, policies and procedures to achieve compliance with Cal/OSHA regulations as well as reduce the number of injuries. 3. Hazardous Material Inventory Chief Ventura from the City's Fire Department suggested we include Hazardous Materials Inventory as the City apparently has not done this for several years. An inventory of hazardous material used by and stored at city facilities, will be conducted annually. This inventory will assist with the City's compliance towards Cal/OSHA's Hazard Communication regulation. Upon completion of the inventory, the City wilt receive a report outlining the material name and quantities used and stored at each city facility. This inventory will serve as the foundation for compiling and distributing Material Safety Data Sheets (MSDS) throughout the City facilities using Keenan Is Online MSDS system, a feature of the Hazardous Material Inventory service. Kcenm & Assowtcs 4. Employee Training In conjunction with the Program Services #1 and #2 outlined above, Keenan will provide six (6) one -hour training sessions annually. All trainings will be provided on dates and times convenient for the City. All trairungs will be conducted by Keenan Loss Control Consultants who are members of the American Society of Safety Engineers. Suggested training topics include but are not limited to: Investigation• Boomlift Hearing Conservation PathogenCertification (Certified Instructor Asbestos A-,vareness Grotinds Heat Illness Prevention Bloodborne •Tool Safety IIPP (Illness & Injury Control Prevention Custodial• • HazardousElectrical Safety .rary Ergo'lionlics Fire Safetv Health and Wellness • • • Machine • • • . . • • • Self Inspectioll Back safety/job •Defensive Driving (Certified bus drivers, maintenance NSC instructors) workers, office Recognition(preventing back injuries,, strains, sprains) Hazard WorkplaceUtility Cart t Sexual Harassmen • Addendum to Broker of Record Agreement In conjunction with the City's Broker of Record agreement with Keenan & Associates, the services described above will be provided through an addendum to the agreement as follows: Policy Year 2009/2010 $32, 250 Policy Year 2010/2011 $24, 250 Policy Year 2011 /2012 $17, 550 o Fees include Professional Time, Preparation and Scheduling, Travel Time, Follow Up Analytical Reports and Clerical Support/Word Processing. The structure above reflects the greater effort expended in Policy Year 2009/2010 to review, develop and establish programs, plans, policies and procedures. In anticipation of establishing programs, plans, procedures and policies, activities in Policy Year 2010/2011 will focus on implementing and ensuring the effectiveness of these items. Activities in Policy Year 2011 /2012 will mainly focus on maintaining the City's safety program and measuring the program's success. Kxmn & Asswtiatcs Lie— #N51271 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) (j Revised: 3123107 507639.2 Insurance Consultant shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, in a form and content satisfactory to the City, public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant 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 extension thereof, and 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 Consultant's obligation to indemnify City, its elected officials., officers,. agents, employees, and volunteers. A. Minimum Scope of Insurance. The minimum amount of insurance required hereunder 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; and, 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 Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects 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 Consultant'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 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. B. Errors and Omissions Coverage. If Consultant provides claims made professional liability insurance, Consultant 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 12 Revised: 3/23/07 507639.2 the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier, or equivalent coverage with another company, in the amount required by this Agreement for at least three years after completion of. Consultant's services under this Agreement. Consultant shall also . be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. C. Sufficiency of Insurers. Insurance required herein 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. D. Verification of Coverajte. Consultant 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 Consultant'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: 1. "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). 2. "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 workperformed with the City" may be included in this statement). 3. "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. 4. 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. 13 Revise[C 3t23/07 507639.2 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 Consultant's obligation to provide them. E. 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 the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its elected officials, officers, employees, agents, and volunteers; or, Consultant 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. Consultant guarantees payment of all deductibles and self -insured retentions. F. 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. 14 Revised; 3123107 507639.2