HomeMy WebLinkAbout1N OCRCITY COUNCIL STAFF REPORT
DATE: October 22, 2020 CONSENT CALENDAR
SUBJECT: APPROVAL OF CONSULTING SERVICES AGREEMENTS WITH TETRA
GROWTH SYSTEMS, LLC, OBA CANNA BUSINESS SERVICES FOR
CANNABIS EQUITY ASSESSMENT
FROM: David H. Ready, City Manager
BY: Department of Special Program Compliance
SUMMARY:
On April 21, 2020 the City was awarded $149,397.90 cannabis equity grant funding from the State
of California Governor's Office of Business and Economic Development ("GO BIZ"). Approval of
this item will allow the City to enter into a consulting services agreement with Tetra Growth
Systems, LLC, OBA Canna Business Services a Pennsylvania Limited Liability Corporation. The
assessment is to support the City with technical assistance and associated materials and services
to conduct a thorough and complete cannabis equity assessment to aid the City's local program
to support social equity applicants and licenses. Staff is recommending the Council to authorize
the City Manager to approve the Consulting Services Agreement.
RECOMMENDATION:
1) Approve Agreement with Tetra Growth Systems, LLC, OBA Canna Business Services a
Pennsylvania Limited Liability Corporation, to conduct a cannabis equity assessment;
2) Authorize the City Manager to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
Tetra Growth Systems, LLC, OBA Canna Business Services is a Pennsylvania Limited Liability
Corporation. As per the Public Integrity disclosure form, Emily Seelman, CEO maintains 100%
ownership of the company (Attachment 1 ).
BACKGROUND:
On November 8, 2016, California voters approved Proposition 64, the Control, Regulate, and Tax
Adult Use of Marijuana Act (AUMA). In its statement of purpose and intent, AUMA calls for
regulating cannabis in a way that "reduces barriers to entry into the legal, regulated market." In
accordance with the California Cannabis Equity Act as amended by AB 97 (Stats. 2019, Ch. 40),
the California Bureau of Cannabis Control entered into an interagency agreement with GO-Biz for
ITEM NO. 4:N __
2City Council Staff Report October 22, 2020 -Page 2 Authorize Social Equity Assessment fiscal year 2019-2020 to administer the Cannabis Equity Grants Program for Local Jurisdictions to aid local equity program efforts to support equity applicants and equity licensees. The City of Palm Springs adopted a Cannabis Social Equity two-year pilot program on March 20, 2019. The program provides equity applicants with local cannabis permit fee waivers and educational assistance regarding the local permitting process. Funding for program development and to complete a cannabis equity assessment was awarded from the State of California Governor's Office of Business and Economic Development ("GO BIZ") ($149,397.90). The City will utilize grant funds to complete a social equity assessment and program development. The assessment will assist to identify additional equity program opportunities to eliminate the barriers to entering the legal cannabis market. The Go Biz grant specifically allocates funding to complete the assessment. STAFF ANALYSIS: The Procurement & Contracting Department worked closely with the Office of Special Program Compliance to conduct an Invitation for Bid (IFB21-03) to solicit for a consultant to complete the cannabis equity assessment. The consultant will provide the City with technical assistance and associated materials and services to complete the assessment. The scope of the social equity assessment shall include: • An analysis of poverty and Palm Springs Police Department cannabis crime statistics; options to create Social Equity Program for individuals and communities that were disproportionally harmed by cannabis prohibition. • An analysis ensuring that communities identified in the social equity analysis have access to training programs and technical assistance to reduce and remove barriers to ownership of commercial cannabis activity businesses. • An analysis for multicultural community outreach strategies to ensure that targeted communities are engaged in cannabis policy development and implementation. • Maps with Council District overlays that include PSPD and Planning data to identify marginalized communities. • Preparation of a validation study to support participation of marginalized community members in the cannabis industry. IFB 21-03 was posted to the City's website and sent to 7 firms as well as advertised in the Desert Sun on 9/2 and 9/9. Four (4) bids were received by the September 30th deadline. The vendors who responded are show below: VENDOR BID AMOUNT Tetra Growth Systems $33,100 Cannibas Equity Assessment $35,000 Resource Development Associates $38,000 SCI Consulting Group $40,000
3City Council Staff Report October 22, 2020 -Page 3 Authorize Social Equity Assessment Staff recommends that the City Council award a contract to Tetra Growth Systems, LLC, the lowest responsive bidder in the amount of $33,100. A copy of the Contract Services Agreement is included as Attachment 2. ENVIRONMENTAL IMPACT: The requested City Council action is not a "Project" as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a "Project" means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. According to Section 15378(b), a Project does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. FISCAL IMPACT: The full consulting services agreement cost of $33,000 to provide the cannabis equity assessment is funded with grant funding, as noted above with no required City match. SUBMITTED: Prepared by: GA) \~i!~-----<:-Director, Special Program Compliance Attachments: 1. Public Integrity Disclosure Form 2. Sample Consulting Services Agreement
4ATTACHMENT "A"
5PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity Te-\: ,,-o. Ci_-roL, .. A \? sys tPIY"\ ", ' LLC__ d/6/a Ct'1-,nct '3.,s~sS,,v,ce_ 2. Address of Entity (Principle Place of Business) ~~ 0\d Le.6-\""0Y. L~v~~ l<.oa&,l)f\-\~u~, "PA IS;;. 3~ 3. Local or California Address (if different than #2) U t) (we C,...J0.,,.-k v1duallt c1(l Ov-er No-d-\, AW\e.,, 1 ca. 4. State where Entity is Registered with Secretary of State m ""'c;.,,i-,a.-.' a If other than California, is the Entity also registered in California? D Yes ~o 5. Type of Entity D Corporation rYLmited Liability Company D Partnership D Trust D Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity t:.r·nJ\( See\""'an cfomcer D Director D Member D Manager [name] D General Partner D Limited Partner D Other D Officer D Director O Member D Manager [name] D General Partner D Limited Partner D Other O Officer D Director O Member D Manager [name] O General Partner D limited Partner D Other 14
6ATTACHMENT "B"
77. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE JANE DOE 50%ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. ,=-m,\\/ Se.e\man !Vl' ~ ( [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. [name of owner/investor) [percentage of beneficial interest in entity and name of entity] C. (name of owner/investor) [percentage of beneficial interest in entity and name of entity] 0. [name of owner/investor] [percentage of beneficial interest in entity and name of entity) E. [name of owner/investor] (percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. 15
8CONSULTING SERVICES AGREEMENT PROVIDE CANNABIS EQUITY ASSESSMENT FOR THE CITY OF PALM SPRINGS THIS AGREEMENT FOR CONSUL TING SERVICES ("Agreement") is made and entered into on ______ , 2020, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Tetra Growth Systems, an LLC Company, ("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 Consultant for Cannabis Equity Assessment ("Project"). B. Consultant has submitted to City a proposal to provide Cannabis Equity Assessment 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. D. City desires to retain the services of Consultant for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide Cannabis Equity Assessment Services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "Services" or "Work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 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
9Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle 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 $33,100.00. 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 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 Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or 8. 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 under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten ( I 0) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After 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
10judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 8 weeks, commencing on ______ , 2020, and ending on December 21, 2020, 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 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. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Consultant's deficiencies and charge the cost thereof to Consultant, who shall be liable for the full cost of the City's corrective action. Consultant may not terminate this Agreement except for 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: Emily Seelman, CEO. 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. 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. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Consultant. Neither City nor any of its employees shall have any control over the manner,
11mode, 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 Consultant of City and shall not be an employee of City and shall remain at all times as to City a wholly independent Consultant 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. Consultant shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. Consultant shall not have any authority to bind City in any manner. 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: Emily See/man, Beth Paniccucci, Sheri Tarr, Title: CEO Senior Technical Writer/Analyst Jr. Technical Writer/Analyst 5.6 California Labor Code Requirements. A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777 .1 ). B. If the Services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE
12Consultant 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, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit 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. 7.2 Design Professional Services Indemnification and Reimbursement. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 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. 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
13prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant's performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and 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 parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.
1410. 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 oflnterest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. 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. 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. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Tetra Growth Systems d/b/a Canna Business Services Attention: Emily E. Seelman, CEO 260 Old Lebanon Church Road Pittsburg, PA 15236 412-651-1178 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement.
1511.3 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. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE]
16SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND CANNA BUSINESS SERVICES IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: ------------By: ___________ _ David H. Ready, PhD City Manager APPROVED AS TO FORM: ATTEST By: _________ _ By: ___________ _ Jeffrey S. Ballinger, Anthony Mejia City Attorney City Clerk Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. CONSULTANT NAME: Check one_ Individual _Partnership_ Corporation Address By _______________ _ By _________________ _ Signature (Notarized) Signature (Notarized)
17CALIFORNIA ALL-PURPOSE ACKNOWLEDC-NT CIVll. CODE§ 1189 A nacsy public « other offica' ~ 1lua certficate vaifiea Ott, the identity of the ~ who ai!Jted the document 1D which this car1ificate ia anached, and not the truthf1lfnesa, acoorzy, or valicity of that documant. state of Catifomia County of __________ _ On _________ bafore me. __________________ _ Dale HSI'& Jnsert Name snd Title of the Offioat peraonal~appearad ___________________ _ who proved to me on the basis of satiBfactDry evidence to be the peraon(s) whose nsme(s) is/&r8 subscnbed to the within instrument and acknowledged to me that he/aha/lhay exscuted the eame in his/herllhei:r authorized capaciy{res}. and that bJ hiaJharlttlea" signa!ure(a) on the imdrumant Iha person(s). m the entity upon behalf of which the person(a) acfad.. executed the ins.tn.m1ent.. I certify under PENALTY OF PERJURY underihe laws of the State of California that the foragoing paragraph ia true and corrsct. WITNESS my hand and official aeaL Signstura ____________ _ Srgna&,n1 of Notary Public --------------oPnONAL.--------------Though this section is optional. completing this information can det&( altaration of the document or fraudulent resttac:hment of this form to an unirriandad document Deacription of Attached Document Trlle or Type of Document ___________ Document Date: ______ _ Number of Pages: ___ Signer(s) Other Than Named Above: __________ _ Cepacily(ies) Claimed by Signer(a) Signer'aNamc __________ _ Signer•a Name: __________ _ D Corponda Officer -Tille(a): _____ _ • Corporale Officer -TiBa(a): _____ _ • Partner -• Limilsd • General • Partner -• Limited • General • lndividua1 • Attorney in Fact • lncfNiduat • Attorney in Fact •Trustee D Guardian or Consarvslor D Trustee D GLDrdian or Conaarvator •Other: ____________ _ • other: -------------Signer la Representing: _______ _ Signer la Representing:--------UCW::::U 'UC 0:0.0 . .-'\'o :X.(
18EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance
19PROPOSAi! TO liH,E CltliYI OF PALM SPRING
20"[The state] promised that this round of new licenses was specifically designed [to] diversify the cannabis industry and open it to Social Equity Applicants who had traditionally been excluded. Men1bers of con1n1unities in need of economic developn1ent were encouraged to apply," according to the lawsuit. "Many did, investing considerable rnoney, sometimes their entire life savings." L a n D u a g e f r o m I a vv s 11 i t f I I c cf IJ y S o u t h s h o r c R c s t o r e a n cl H e c1 1 t I a 11 cf G r c c n s . t lV o B I a c k -o t•~' n c cf IJ u s i n c s s c s w h o s e D i s fJ c n s a r y a p p I , c a r , o n s w c r c c I e n i e cf
21We are the Consultants to the Consultants We are the brains and product behind many brand name consultant marketing machines. There are companies great at promoting themselves and ones that are great at get-ting the hard and detailed work precisely done. We are a robust team of women who bring expertise from a variety of fields, including lawyers, state grant writers and auditors, former cannabis operators, FDA compliance experts, regulatory compliance and brand developers, procurers for the federal nuclear reactor program, educational providers, and nonprofit owners. Women-Owned and Operated Our all-female team understands what it's like to work hard to prove ourselves in male-dominated industries such as large law firms, the pharmaceutical industry, and all-male boards. As such, we value and promote the advancement of diverse individuals in the workplace.
22WHY US(AND NOT THE OTHER GUYS)? ATTORNEYS' LIMITED CAPABILITIES Attorneys, acting through the provision of legal counsel, tend to be both costly and limited in their ability to provide strategic advice. As a former practicing attorney myself, I was limited when I worked at a law firm. I was restricted from providing unique strategies for clients' complex issues. Instead, I was bound to provide legal advice to help clients simply minimize risk. Now, as a consultancy comprised of women from a variety of backgrounds, including attorneys, the FDA, expert strategists, cannabis compliance operators, and advanced technical writers, we have the ability to provide a far more holistic approach to analyzing and managing projects with our clients' desired outcomes in mind.
23NATIONWIDE CANNABIS EXPERIENCE Many consulting companies boast national consulting or technical writing experience, but FAIL to have any cannabis-specific experience. Lacking cannabis industry expertise fails the community. Our team is comprised of cannabis and compliance industry experts with experience throughout the country. We've served over 12 states and Canada. In other words, We know the cannabis industry. Our team provides analytical research, data analysis, financial projections, application preparation, expertise in both the cannabis industry and social equity programs, and regulatory research and drafting on both state and local levels.
24SOCIAL EQUITY EXPERIENCE We understand how Social Equity programs are built into regulations and implemented on the state and local level. We analyze the results of these program· on a local level. And, most importantly, we understand how a State and local community can improve upon their programs to best serve the individuals who have been disproportionately impacted by prior cannabis laws. Our experience in Diversity, Social Equity, and Economic Empowerment programs is extensive and includes: • Legal backgrounds that inform our knowledge of the regulatory framework behind Social Equity programs • Tracking and analyzing Diversity and Social Equity programs and their successes/failures • Winner of Illinois bid procurement contract with The Trep School to provide Assessments, Reporting, Project Plans, and Continued Educatio for Social Equity Applicants for Dispensaries, Craft Grow, Infusion, and Transportation licenses • Prepared and submitted 23 applications for Social Equity clients in Illinois in 2020 • Invited as a guest speaker and blogger on topics regarding licensing and Social Equity
25IN THE MEDIA • JRBURG~ff WOMEN 1/fA'fM'Pc' 9 890 420 PROVIDING ONE·ON-ONE LICENSING AND CANNABIS BUSINESS EDUCATIONAL SESSIONS TO SOCIAL EQUITY APPLICANTS WITH THE TREP SCHOOL. WEBINAR: CANNABIS COMMERCIALIZATION, POST-COVID COMPLIANCE AND LICENSING ESSENTIALS FOR SUSTAINED GROWTH GUEST BLOG: THE NEXT FIVE STATES TO TURN CANNABIS· FRIENDLY WITH RECREATIONAL CANNABIS LEGALIZATION CANNABIS LAWTALK PODCAST: INTERVIEW WITH EMILY SE ELMAN GUEST BLOG: NATIONAL TRENDS FOR SOCIAL EQUITY PROGRAMS IN THE GROWING CANNABIS INDUSTRY HIGHER ENLIGHTENMENT PODCAST: CANNABIS LICENSING 101 ICON BUSINESS AWARDS: 2020 INNOVATION AWARD WINNER WEBINAR: ILLINOIS CRAFT GROW LICENSING AWAKEN ATLANTA FM RADIO: INTERVIEW WITH EMILY SEELMAN WOMEN OF CANNABIS CONFERENCE: EMILY SEELMAN CHOSEN AS CONFERENCE SPEAKER FINALIST SERVICE HERO SHOW: EMILY SEELMAN IS #320 OF 365 DAYS OF AWESOME 420 BEGINNER: HOW TO GROW YOUR MARIJUANA BUSINESS NEW JERSEY CANNABUSINESS ASSOCIATION: REQUEST FOR APPLICATION WORKSHOP SPEAKER EMPOWERING YOUR HEALTH THROUGH MEDICAL CANNABIS: SPEAKER
26OBJECTIVE Advance economic justice for populations and communities impacted by cannabis prohibition and the War on Drugs by providing support to local jurisdictions across the country as they prornote equity and advancernent within the cannabis indust1-y, while eliminating barriers to enter the newly regulated cannabis industry in a rneaningful way. The provision of consultancy services to support the City of Palm Springs, California with technical assistance and associated materials and services to complete a thorough and complete cannabis social equity assessment to aid local equity program efforts to s u pp or t soc i a I e q u it y a pp I i ca n ts a r, cl equity licenses • MEET • ANALYZE • STRATEGIZE • RECOMMEND • REPORT
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29SCHEDULE OF FEES -~----Service/Product Fae Basis I Quantity Consultant Services I I (Fee) Cost ' I 11 L -.. -Project Manager $150 Hour 33 $4,950 Sr. Data Analyst $150 Hour 70 $10,500 .. -Sr. Technical $100 Hour 55 $5,500 Researchers and Writers -. Jr. Technical $75 Hour 60 $4,500 Researchers and Writers L ~ I.•-•· -_.. Data Access Fees $7,500 Per 1 $7,500 / Data Resourcing Fees Incidental / Office $150 Per 1 $150 Supplies used for this ~ject -• _,._ ·, ., Travel costs $0 Per 0 $0 111"0TAL COSTS -- -$33,100 *Applicable sales or use tax levied by the California Revenue and Taxation Code was considered and implemented into pricing Part of our cost effectiveness comes from our remote work. This has saved our clients combined hundreds of thousands of dollars in would-be fees. "TALENT WINS GAMES,BUT TEAMWORK AND INTELLIGENCE WINS CHAMPIONSHIPS." I El --I I mm 7 G DD T I
30u GUARANTEE Our services will be completed no later than December 21, 2020, if not sooner. Our cost will not exceed $33,100. Emily is a force of nature, her professionalism, knowledge base, and willingness to go the extra mile have placed her among the top in the cannabis consulting industry. In 2020 our company hired Emily to assist in the preparation of a Cannabis dispensary and cultivation license. During this most arduous endeavor, Emily made the process look easy. Her communication skills, work ethic, reliability, attention to detail, diligence, and followthrough made the completion and submission of these application processes seamless. I would recommend Emily without reservations and thankful she was on our team. BRIGHTER DAYS, LLC-SOCIAL EQUITY APPLICANT
31ATTACHMENT "A" IFB 21-03 CANNABIS EQUITY ASSESSMENT FOR THE CITY OF PALM SPRINGS *NOJE; JHIS fOBN yysy Bl; CQNPbiIEP AND JNCbYQED WIJH YAYB BID* SIGNATURE AUTHORIZATION NAME OF COMPANY(BIDDERJ:lf:tt ~~:.1' ~d 8,1n,1<1J;>.v,)ne<.~ S,rv;(.(:S ~USINESSADDRESS:Jh? Q ___ rl __ !f _____ , __ ·h,_rcf,--1S2:3'1 TELEPHONE: ,,2-'151-f Fl:i CELL PHONE: 4? -4 5 -OS CONTACT PERSON: t~·.l:y Su.Iman EMAIL ADDRESS: E.""''' s~,..~C€S. to~ A. I hereby certify that I have the authority to submit this Bid to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to ~ myself/this company in a contract should I be successful in my Bid. 0 (\"\a \ s~e~s<--.Y-rv•C-e.S B. The following info ati n relates to the legal Bidder listed above, whether an individual or a company. Place check ma s as appropriate: 1. If successful, the contract language should refer to me/my company as: __ An individual; __ A partnership, Partners' names: ____________ _ ✓ Acompany; __ A corporation If a corporation, organized in the state of: _____ _ My tax identification number is: <g 3 J.t/J? CJ3J.i6 ADDENDA ACKNOWLEDGMENT: Acknowledgment of Receipt of any Addenda issued by the City for this IFB is required by including the acknowledgment with your bid. Failure to acknowledge the Addenda issued may result in your bid being deemed non-responsive. / In the space provided below, please~nowledge receipt of eac~<.-M r I -/J.& 'Je,l.'\. Addendum: Addendum(s) # 1~:.J~ereby acknowledged. CF U ~"1-,J. LATE BIDS WILL NOT BE ACCEPTED -NO EXCEPTIONS! 10
32IFB 21-03 ATTACHMENT "B" *THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR BID CITY OF PALM SPRINGS, CA CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION Conflict of Interest Bidder acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Bidder enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Bidder warrants that Bidder 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. Covenant Against Discrimination. In connection with its performance under this Agreement, Bidder 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"). Bidder 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. Bidder certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Bidder 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 Bidder 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. NAME OF BIOOERNENDOR: ~ ........ -=----1---~-=....,a.~-.;.-==:-... df b/a. er,/,t.<S CEO Signature and Date of Authorized R~tive: 11
33PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity s ] s Te-\ re\ ~\"OL.v{? ys te ,n~ I LlC_ d/b/ a C ei-," a ":'>i\oq,;<; ,v·,c. ( 2. Address of Entity (Principle Place of Business) c1..te0 O\c! lebA"~ C~u~~ l<oadt'°Pt\-\sbu4 ?A IS;;.3~ 3. Local or California Address (if diffarent than #2) U _ 0 (v-,e_ (......1()-rk v,{"'1:ual.Lf c.=1(l over No-rt\i A"'e,'" ,ce 4. State where Entity Is Registered with Secretary of State ffi "'""c;,f,a...,·, a If other than California, is the Entity also registered In California? D Yes rv'o 5. Type of Entity D Corporation ~mited Liability Company D Partnership D Trust D Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response Is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity f:. ""\ \'li S ~\-fV"\an nfomcer D Director O Member D Manager [name] D General Partner D Limited Partner D Other O Officer D Director D Member D Manager [name] D General Partner D Limited Partner D Other D Officer D Director D Member D Manager [name] D General Partner D Limited Partner D Other 14
347. Owners/Investors with a 5% beneficial Interest in the Applicant Entity or a related entity EXAMPLE JANE DOE 50%ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. E. (Y\ ·, k ( See\Y"'(")an I e5£J y. t [name of owner/investor] (percentage of beneficial interest in entity and name of entity] B. [name of owner/investor) [percentage of beneficial interest in entity and name of entity) C. [name of owner/investor] [percentage of beneficial Interest in entity and name of entity) D. [name of owner/investor] [percentage of beneficial interest in entity and name of entity) E. (name of owner/investor] (percentage of beneficial interest in entity and name of entity) I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. 15
35BID SCHEDULE/PRICING PAGES (IFB 21-«>3) PROVIDE CANNABIS EQUITY ASSESSMENT FOR THE CITY OF PALM SPRINGS PYE· WEDNESDAY, SEPTEMBER 3Q 2020 At 3;oo e,M bPGAb DNE Bidders' signed bid and written acceptance by the City shall constitute an agreement and has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this invitation. Responding to an Invitation For Bids to provide Cannabis Equity Assessment for the City of Palm Springs, the undersigned bidder agrees deliver the Cannabis Equity Assessment in accordance with the specifications herein. IIWE propose and agree to provide services as described herein and accept as full payment the following amount: NAME OF CONSUL TANT SUBMITTING THIS BID PROPOSAL: Ie.h·a Gin:,....,\-':) Sys k,,.-, ';;, , u.c. d/b/a G,1Md J>vsln<'>'S Serv.'-<.S s 33, 1¢RJ (PRICE IN FIGURES) one l rdre.J d0Ue1r~ (PRIC IN WORDS) NOTE: This Certified by: Date Delivery/Schedule for Performance: The bidder must indicate on this Bid Proposal page the time required for delivery, in number of calendar days, after receipt of order (ARO). Delivery may be a factor in award of bid and may be cause for rejection, as determined by the City. The work and/or services to be performed by Vendor pursuant to the purchase order shall be completed by Vendor within time required for delivery indicated below, unless City approves in writing a revised delivery schedule. Delivery/ Installation Time: Indicate time in calendar days, required for lead time, delivery and install after receipt of order (ARO): 5 '+-DAYS (ARO) *Qaliyary may bf a factor In award It is understood and agreed that this bid may not be withdrawn for a period of ninety (90) days from the date of opening thereof, and at no time in the case of the Successful Bidder. 17
36"EXHIBIJ A" REFERENCE§ The City is seeking a qualified contractor who has the experience and capability to provide a cannabis Equity Assessment for the City of Palm Springs as per the specifications contained herein. A minimum of three (3) references shall be submitted below with the bid, including contact name and phone number, for projects of a similar scope to this Invitation for Bids. 1) Name of contractor or agency: :B~;1\,ter 'Da'fs, ll.I:.. Contact Person: J3w-04+eUa Qu,ch Phone# '641-r, 1 -J;;t~t.J 2) Name of contractor or agency: ___ ..,._ ___ """J¼ ....... e--0-9J-.,__ ______ _ ContactPerson: JaYlC S·•'>o~-S Phone# ______ _ 3) Name of contractor or agency: !1e Tv-ef' Sc lyro \ Contact Person: ]?, r:,a J::as-ve Phone# '£00 -q 5 I -~o 15 -riv,_, 18
37"EXHIRJJ I" CITY OF PALM SPRINGS, CALIFORNIA INVITATION FOR BIDS NO. 20-03 PROVIDE CANNABIS EQUITY ASSESSMENT FOR THE CITY OF PALM SPRINGS NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDER AND NOTARIZED AND SUBMITTED WITH BID STATE OF CALIFORNIA ) ) ss COUNTY OF RIVERSIDE ) The undersi ned, bei fir~ dul~wom, ~p_O~Jt:S and says that he or she is ~ ,~ S,ee!md,() of Te ~ G~ cl vri"' ts~,'-<~sthe')>a~ making the foregoing bid. That the bid is not made in the interes of, or on the behalf of, any undisclosed person, Partnership Company, association, Organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, bid depository, or any other member or agent thereof to effectuate a collusive or sham bid. By:£ .... ;~ ~I ..... <AA Title Cf.O Subscribed and sworn to before me this ;28: ~ day of Sep/.,,,,':&:: , 20-=l t). FIOAVI.FRM 19
38BIDDER'S GENERAL INFORMATION INVITATION FOR BIDS NO. 21-03 PROVIDE CANNABIS EQUITY ASSESSMENT FOR THE CITY OF PALM SPRINGS The Bidder shall furnish the following information. Failure to complete all Items will cause the Bid to be non-responsive and may cause its rejedion. 1. BIDDER/CONTRACTOR'S Name and Street Address: "Te t ~a Ci r:m.rl~ S:yS1<mS , ll C. J./b/d C-1" n a :£,,sNss :-3-Jcv,c,,S 2. CONTRACTOR'S Telephone Number: ( 4 I~ ) ....,h ..... 5 __ /_-_____ / f_?__,~------Facsimile Number: ) a..:N";,+4..,._A......_ _______ _ 1. CONTRACTOR'S License: Primary Classification Scc.+or 5 t/ ( 5'1'" IJ State License Number(s) Z '3 J..01 i 3 ,2¢ Supplemental License Classifications __ 5_4_1g.._q_(A.,__ ________ _ 4. Name and Title of person authorized to execute a contract for this company: 5. Surety Company and Agent who will provide the required Bonds on this Contract: Name of Surety: tJo~ ,,e1"~ f>4!C Adckdvrr1 I Address: ______________________ _ Surety Company ___________________ _ Telephone Numbers: Agent ( ) _____ Surety ( ) _____ _ 6. Type of Contrador (Individual, Partnership or Corporation): _L_L(. _____ _ 1. Corporation organized under the laws of the State of: '1J., ns y / v ,a,,, id 8. List the names and addresses of the principal members of the contractor or names and titles of the principal officers of the corporation or contractor: E~~t, $e..t.l\'Y\M 13'{5 C f..=-tssic_ Cwd: Aof 3$0. ~otH}l 'Jf~c1~ -a.r-4, SC. l , T" } ;;iq 'lbb 20
399. Number of years' experience as a contrador in this specific type of work:. __ "'_"'_1' ______ _ 10. List the name and · e of the person who will supervise full-time the proposed work for this projed: E t'Y'·• I -ulW\a C £6 11. Is full-time supervisor an employee / contrad service ___ ? 12. A financial statement or other information and references sufficiently comprehensive to permit an appraisal of your current financial condition may be required by the City. "WAIVED* 21
40WORKER'S COMPENSATION CERTIFICATE (AS REQUIRED BY SECTION 1861 OF THE CALIFORNIA LABOR CODE) I am aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for worke,.s compensation, or to undertake self-insurance in accordance with the provisions of said Code, and I will comply with such provisions before commencing the performance of the Work of this Contract. contractor Te~ •.i G"l>Wlo/ Sys~ LLC J/b/i!-C,.na )usl<>oss ~"'~ By ~.¥ Sui~ ,PF Title C,£0 22
41EXHIBIT "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)
42INSURANCE 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. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of Services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: A. 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; B. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; C. Professional liability ( errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two mi Ilion dollars ($2,000,000) annual aggregate is: ____ required ____ is not required; D. 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 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.
435. 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 ofB++, 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: (I) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs; its officials, employees, and agents are named as an additional insured ... " ("as respects City of Palm Springs Contract No._" or ''for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and ncJ;;;mtributory over any insurance or self-insurance the City may have ... " ("as respects City of Palm Springs Contract No._" or ''for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the 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 (I) 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.