HomeMy WebLinkAbout1P OCRDate:
Subject:
From:
CITY COUNCIL STAFF REPORT
November 12, 2020 CONSENT CALENDAR
APPROVAL OF A THREE-YEAR CONTRACT SERVICE AGREEMENT
WITH CAL STRIPE, INC. IN THE AMOUNT OF $48,060 FOR RUNWAY
RUBBER REMOVAL AT THE PALM SPRINGS INTERNATIONAL
AIRPORT
David H. Ready, City Manager
Initiated by: Aviation Department
SUMMARY
This action will approve a three-year contract service agreement to remove runway
rubber at the Palm Springs International Airport.
RECOMMENDATION:
1. Approve a contract service agreement with Cal Stripe, Inc. of Colton, California
for runway surface rubber removal in the amount of $16,020.00 per year for a
three-year period totaling $48,060.00, subject to CPI adjustment in year 2 and 3.
(Attachment 1)
2. Authorize the City Manager to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
According to the Public Integrity Disclosure Form, Cal Stripe, Inc. is a corporation in the
state of California with its principal place of business in Colton, California. The Chief
Executive Officer is Rudy C. Zavalani and Mr. Steve Fleener is listed as a General
Partner (Page 17 of Attachment 1 ). The signed Conflict of Interest and Non-
Discrimination Certification can be found on Page 19 of Attachment 1.
BACKGROUND:
In order to maintain runway surfaces in a safe operating condition in accordance with
FAA standards, the Airport undertakes runway rubber removal on a recurring basis.
Determination was made that savings are realized when these services are provided by
ITEM NO. ,1 f'
2a contractor possessing specialized equipment and the proper training for this highly skilled process. City Council last granted approval for such a multi-year service on June 19, 2013, with Nilfisk Advance, Inc. of Tempe, AZ. STAFF ANALYSIS: A Request For Quotes was initiated by Procurement Department based on Airport specifications. Eight vendors were solicited directly via the City's procurement software BuySpeed as well as Sourcewell, a cooperative purchasing group. In addition, this request for quote was also posted to the City's website for 20 days. The City received three responsive and responsible quotes outlined below. This service is provided once-a-year for the removal of rubber debris covering over 135,500 square feet of airfield surfaces by using high pressure water with no chemicals added and reclaiming rubber and water. The technique is economical, environmentally clean, and effectively removes deposits from the runway surface with minimal downtime to the airport operator. Vendors Cal Stripe, Inc. Colton, CA Cyclone Surface Cleaning Tempe, AZ Statewide Stripes, Inc. San Diego, CA Price Quote Price per Sq. Ft.: $0.12 .................... $16,020.00 /yr Total Estimate for Three Years ....... $48,060.00 Days to perform work after receipt of order ...... 5 Price per Sq. Ft.: $0.12............... .. $25,365.00/yr Total Estimate for Three Years....... $48,060.00 Days to perform work after receipt of order ..... 30 Price per Sq. Ft.: $0.179.... .. . . . . . . .. $23,853.00/yr Total Estimate for Three Years..... $71,559.00 Days to perform work after receipt of order. .... 30 Cal Stripe Inc. based out of Colton California and Cyclone Surface Cleaning based out of Tempe Arizona provided identical pricing per square foot in response to this solicitation. Per the Public Contract Code section 20166, in its discretion, the legislative body may reject any bids presented and re-advertise. If two or more bids are the same and the lowest, the legislative body may accept the one it chooses. If no bids are received, the legislative body may have the project done without further complying with this chapter. In order to break the tie, the acting Procurement and Contracting Manager and City Attorney agreed that in this case with the two bids that are identical in price and are deemed the lowest, the legislative body may consider the number of days to perform the work after receipt of order. Because time is of the essence to perform this work before the season begins, the award is being recommended to Cal Stripe, Inc. as they
3have the ability to start this work within five days of receiving the notice to proceed versus a 30-day wait time for Cyclone Surface Cleaning. 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 cost of the proposed services is $16,020 payable each year upon completion of the service for a total amount of $48,060 over three years plus a CPI adjustment as applicable in Riverside County. Funding for the current year's portion of the work is included in the FY20-21 budget, account 415-6050-43200. SUBMITTED: Ulises Aguirre Interim Executive Director of Aviation Attachments: 1. Contract Service Agreement
4Attachment 1
5CONTRACT SERVICES AGREEMENT RUNWAY RUBBER REMOVAL FOR THE PALM SPRINGS INTERNATIONAL AIRPORT THIS AGREEMENT FOR CONTRACT 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 Cal Stripe Inc., a California Corporation, ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of Runway Rubber Removal for the Palm Spring s International Airport ("Project"). B. Contractor has submitted to City a proposal to provide all equipment and labor necessary to remove rubber buildup from a section of approximately 133,500sqft of porous friction coat (PFC) on Runway 31 L/l 3R, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated herein by reference (the "Services" or "Work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. Revised: 5/1/2020 55575.18165\32899991.2
61.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $16,020.00 for year one. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the rates set forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor's invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 2 Revised: 5/1/2020 55575.18165\3289999 l .2
74. 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 Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor's performance and is one or more of the following: (I) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and ( 4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one (1) year with two (2) one (1) year renewal options by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. .If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 3 Revised: 5/1/2020 55575.18165\32899991.2
85. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Adam Lippa, Estimator. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. . 5.3 Prohibition Against Subcontracting or Assignment. The ~xperience, knowledge, educ~tion, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor 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 Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor's work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel 4 Revised: 5/1/2020 55575. l 8 l 65\32899991.2
9without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Dave Carter Robert Ruehle Scott Klenke Jane Toothman Lorraine Cale Title: Superintendent Water-blaster Foreman/Operator Water-blaster Operator Payroll Contracts / Insurance 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the totai compensation is $15,000 ·or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1 725 .5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B ", incorporated herein by reference. 7. INDEMNIFICATION. 5 Revised: 5/1/2020 55575.18165\32899991.2
107.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers ( collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees ( collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2. Design Professional Services Indemnification and Reimbursement. If. Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor's liability for such claim, including the cost to defend, shall not exceed the Contractor's proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall 6 Revised: 5/1/2020 5 557 5. l 8165\32899991.2
11have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor's performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the 7 Revised: 5/1/2020 55575.18165\32899991.2
12parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (I) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7 .09 .040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 8 Revised: 5/1/2020 55575.18165\32899991.2
1311. 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: To Contractor: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Cal Stripe Inc. Attention: Adam Lippa -Estimator 2040 E. Steel Road Colton, CA 923 24 Office (909) 884-7170 Fax (909) 884-7106 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendm_ents or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 9 Revised: 5/1/2020 55575.18165\32899991.2
1411.7 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] 10 Revised: 5/1/2020 55575.18165\32899991.2
15SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND CAL STRIPE INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Date: -----------APPROVED AS TO FORM: By: _________ _ Jeffrey S. Ballinger, City Attorney "CITY" City of Palm Springs By: __________ _ David H. Ready, PhD City Manager ATTEST By: __________ _ Anthony Mejia City Clerk Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. CONTRACTOR NAME: Check one: _ Individual _Partnership_ Corporation Address By _____________ By _____________ _ Signature (Notarized) Signature (Notarized) 11 Revised: 5/1/2020 5 557 5. 18165\32899991.2
16CMl. CODE § 1189 A noaypublic cr olhar dlica con.-Uv lhi8 catiimta·wailiara mt, 1he ldanlity of1he nhidlnl .tio Bipd•ttia doc&il1ant blwhicll1hiaca1i&:ar&aana:hed. and nat1h&1N!htunaiaa. accuq a vakity ot-1hatdacalrrart. Slat& of CalfErnia County of __________ _ On _________ bafcnme. _________________ _ Oafe, peraanal~8f1P8818d-------------------who proved la me m tha l:Jaai8: of_ aatiafactory evidence la be the ~ who8e name(&) islara aub8cribed ta the wtttw, ndrurnant mld acknowledged to me 1hsl: helahellh8ly uacuted the sane in hiahlerllheir aulhorized capacily("189). and that by 1'liaAwJlheir mgnalunl(s) en the instrument the person(s). or the entity upon behalf of which the :peraon(s) aclad. executed 1he inslnanenl I certify under PENALTY OF PERJURY tnier the~ of the Stale of Califomia 1hBt the foregoing paragraph is true and correct. WITNESS my hand and offic£ial seal. Signshn __________ _ ~ of Notary Public --------------OP1J01ML.--------------1hough ftr/&~ ia optiantd. completing this infomration can deta/'aJttmaticn of~ document at fnmd-llant· ~ of this fotm· ID sn uninfsndad document. Oeacription of Attached Document TIiie Of' Type of Oocaanent: ___________ Document Osle: ______ _ Nl.Sllbar of Pages:---· 8igner(a} other-Than Named Above: __________ _ Capacily(ies}aaimed by Signer(a) Signar"a Name: _________ _ Signer"aNama: _________ _ • OorpondB Officer -TtBa(a): ------• CoqxJrale Officer -Tille(s}: ____ _ • Partner -• LJmilad • General • Partner -• l.imited • General • lndividuall • AttQmey in Fact 0 lndividus'I O AtlofflB'/ in Fact • Truslae • Guarcian or OanservalDf • Tn,mtae • Guardan or Oclnaal'vstor OOlher: __________ _ •other:------------Signer la Rspraasnting: _______ _ Signer la Rapresenting: ------12 55575. l 8 l 65\32899991.2 Revised: 5/1/2020
175 557 5. l 8165\32899991.2 EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And . Schedule of Performance 13 Revised: 5/1/2020
18COST PROPOSAL Bidder"s signed Cost Proposal and written acceptance by the City shall constitute an agreement and indicates that bidder has hereby agreed to all the terms and conditions set forth in aJI of the sheets which make up this Request for Quotation. In compliance with the Request for Quotation, the undersigned hereby proposes to furnish all necessary tools and equipment, materials, labor, and supervision to complete the rubber removal at the Parm Springs International Airport and as herein described: Provide all equipment & labor necessary to remove rubber buildup from a section of approximately 133.500 sqft of porous friction coat (PFC} on runway 31U13R, via high pressure and temperature water application. Estimated 133,500 sqft @ $ • I Z per square foot = GRAND TOTAL FOR 3 YEARS (subject to CPI adjustment) $ J Co 1 {XO~Year 1 s t.l~,DbO~ Note: YEARS 2 AND 3 WILL BE THE SAME FIXED COST ADJUSTED (DECREASED OR INCREASED) AT THE BEGINNING OF ANY SUCH RENEWAL PERIOD TO CORRESPOND WITH THE MOST RECENT ANNUAL CHANGE TO THE CONSUMER PRICE INDEX FOR ALL URBAN CONSUMERS AS PUBLISHED BY THE U.S. BUREAU OF LABOR STATISTICS FOR THE LOS ANGELES, ANAHEIM AND RIVERSIDE AREAS. The project is located at the Palm Springs International Airport located at 3400 E. Tahquitz Canyon Way, Palm Springs. California. Award shall be based on the lowest unit price per square foot. The City of Palm Springs reserves the right to increase or decrease the square footage on the project as the exact amount each year becomes kn.own. Initial work must be completed no later than December 6, 2020. Successful Bidder must provide evidence of insurance as more fully described in Attachment "A" hereto entitled to '"Summary of Insurance Requirements for City Contracts''. The City's insurance requirements are provide for your reference. Only the successful bidder will be requtred to provide evidence of fully compliant insurance prior to award or issuance of a purchase order. You do not need to submit insurance documents with your quotation. Work delivery is desired as soon as possible and may be a factor in award of quota1ion. Please indicate delivery date: _____ b ______ # of days ARO (After receipt of Order) 5 14 Revised: 5/1/2020 55575. l 8165\32899991.2
19It is understood and agreed that this quote may not be withdrawn for a period of ninety (90) days from the date of the opening thereof, and at no time in the case of the Successful Bidder. Cal ~~'&-:;;;,~. ~ ~ NAME OF BIDDER (PERSON, FIRM, CORP} SIGNATIJRE OF AUTHORIZED REPRESENTATIVE :iOl/0 t. ~ Rel ADDRESS (Number, Street, Suite#, or P.O. Box} f..elA.J, CA--t,z1z'( ADDRESS (City, State, ZIP) :(1;9-,'{'"' 117/) TELEPHOENUMBER Ao,..., ~efe::~ ~-k ..,._~ NAME AND TITL (Print or Type) qo'l -88'1 ... ,, o<o FAX NUMBER 4l;>Ae,. L~N,,A~~~ NAME AND TITLE(. ·nior Type) (D-JQ.-lD20 DATE /44=~ STGNATURE OFA REPRESENTATIVE !D·JQ -zozV DATE EMAIL ADDRESS 6 15 Revised: 5/1/2020 5 557 5 .18165\32899991.2
20-THE FOLLOWING MUST BE COMPLETED ANO SUBMlTTEO WITH YOUR QUOTATION FOR IT TO BE CONSIDERED* SIGNATURE AUTHORIZATION NAME OF COMPANY (PROPOSER): tttL $-fQj~ T,A.C-. BUSINESS ADDRESS: ;Jo qo E", ~ )< ~ 1 C,,o\..\ot0, C;... <=t. 2-3' 2 r.\ TELEPHONE: 9l>9-"x'f'l-1rm CELL _______________ _ HOME ________ ....,... ___ FAX_$_~~f--~P,;.;;-o¥--~Z-'~o_, ___ .,,,_..------coNTAcTPERSoN ~ Pj>,.. EMAIL D:?t.,ee:e: C1t.-l.S+1.,·,,e-.co1A.. ADDRESS ~C'::iD g. ~«JU..-'j'Z,c:L C.p(;lp--?, GA,. Ci~$?.!{ ; A. I hereby certify that l have the authority to submit this Quotation to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to 1dw! myself/this company in a purchase order contract should I be successful in my quotation. _A:c\ f\M.. ~£!'~ /m{stJlrfifc:/--> el-brr ~E AN(f ;fiE·ZOW B. The following Information relates to the legal contractor listed above, whether an individual or a company. Place check marks as appropriate: 1. If successful, the contract language should refer to me/my company as: __ An individual; __ A partnership, Partners' names: __________ _ 2. _X_Acompany; ~ A corporation If a corporation, organized in the state of: My tax identification number is: clt,-a1!/ 773b Please check below IF your firm qualifies as a Local Business as defined In the RFQ: __ A Local Business (licensed within the jurisdiction of the Coachella Valley). Copy of current business license Is required to be attached to this document. ADDENDA ACKNOWLEDGMENT: Acknowledgment of Receipt of any Addenda issued by the City for 1his RFQ is required by including the acknowledgment with your Quotation. Failure to acknowledge the Addenda issued may result in your quotation being deemed non.responsive. In the space provided below, please acknowledge receipt of each Addenda: Addendum(s) # /Jg ,J ls/are hereby acknowledged. 7 NOTE: BUSINESS DISCLOSURE AND CERTIFICATION OF NO CONFLICT OF INTEREST AND NON-DISCRIMINATION FORMS FOLLOW THESE PAGES. BOTH OF THESE FORMS MUST BE COMPLETED AND RETURNED WITH YOUR QUOTATION FOR YOUR QUOTE TO BE CONSIDERED. 7 55575. I 8165\32899991.2 16 Revised: 5/1/2020
211. 2. 3. 4. PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Name of Entity r~aC S~Pl1 :r. hC-,,, Address of Entity (Principle Place of Business) JOl{D £". S+ee-L 12-d -, C,o Ho r0, e_,i ~ Zs Zlf Local or California Address (if different than #2) rA j_; _f-042~a__ State where Entity is Registered with Secretary of State .,,. C J; fki(.Jti (L, If other than California, is the Entity also registered in California?• Yes D No 5. Type of Entity g(corpo~tion O Limited 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 12 udf Z~vaJa.«; Manager ,9(0fficer D Director D Member D (name] D General Partner D limited Partner •Other ~~\Je. Fl-eeneR-O Officer D Director D Member D Manager (name] ,Rf General Partner D Limited Partner •Other D Officer D Director D Member D Manager [name] 10 17 Revised: 5/1/2020 55575.18165\3289999 I .2
22JANEDOE [name of Owner/investor] A. [name of Ownernnvestor] B. (name of Ownernnvestor] C. [name of Owner/investor] 0. [nameofO E. D General Partner D Limited Partner •Other or a related enti 60%, ABC COMPANY, Inc. • ercentage of beneficial interest in entity and name of enti [percentage of beneficial interest in entity and name of entl [percentage of beneficial interest in entity and name of entit [percentage of beneficial interest in entity and name of enti I CLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party, Printed Name, Title Date Ab--~ I tJ, IC/ -ZtJZD ll 18 Revised: 5/1/2020 55575.18165\32899991.2
23CITY OF PALM SPRINGS, CA CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race. religion, color, sex. age. marital status. ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression1 physical or mental disability, or medical condition (each a !'prohibited basis"). Contractor shall ensure that applicants are employed, and tbat employees are treated during their employment. without regard to any prohibited basis .. As a condition precedent to Citys lawful capacity to enter this Agreement, and in executi.ng this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity. including but not limited to the following: employment. upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further. that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. NAME OF CONTRACTORNENDOR: _( __ ttl_..._.( ~--r/-tJ __ ... _fJ?:_ . ....:;;I ___ t1_C_. ·-----NAME and TITLE of Authorized Representative: {Print) ____ {) ____ J_A--,.,.__. -----"-'-L-"--'~ ee__A--+--/ ~_.;.'sti_· ·---"~---/L.. ________ _ • I Signature and Date of Authorized Representative: (Sign)~~~ (Date) IO-(Cl-2DZO 12 19 Revised: 5/1/2020 55575. l 8165\32899991.2
24REQUEST FOR QUOTE FOR RUNWAY RUBBER REMOVAL FOR PALM SPRINGS INTERNATIONAL AIRPORT ADDENDUM NO. 1 This Addendum is being issued for the following changes and informational items: THIS ADDENDUM SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the fol/owing questtons and Is hereby providing answers thereto: Q 1: In the instructions it states completed forms can be faxed, will you also accept an emailed copy? · A 1: Yes, emailed quotes are acceptable as long as it meets the deadline and all required documents are received. Q 2: In section Ill. Rubber/ Residue Recovery and Disposal: paragraph a. states UAll liquids and solids generated from the removal process shall be captured and containerized in drums provided by Contractor." Are the drums provided or does the contractor provide? A 2: As stated in section Ill, item a. "drums provided by Contractor". Drums shall be delivered to Airport for disposal. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA ~ 9it.t.ne Procurement Specialist 11 DATE: October 6, 2020 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: {;pL s{.&~:[n(:, . Authorized Signature: Ad~ ~ Date: I /J-l1 ... zo ZD Acknowledgment of Receipt of Addendum 1 is required by signing and including the acknowledgment with your Bid/Quote. Failure to acknowledge this Addendum may result in your Bid/Quote being deemed non-responsive. 20 Revised: 5/1/2020 55575.18165\32899991.2
25REQUEST FOR QUOTE FOR RUNWAY RUBBER REMOVAL FOR PALM SPRINGS INTERNATIONAL AIRPORT ADDENDUM NO. 2 This Addendum is being issued for the following changes and informational items: THIS ADDENDUM SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and is hereby providing answers thereto: Q 1: Do you have a previous history on this and the results? A 1: The last RFQ that was done was 5/23/2013 for a 3 year contract. It was awarded to Nilfisk Advance, Inc. at $10,000.00 per year. See Attachment below. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Lt.iljhr 9itene Procurement Specialist II DATE: October 7, 2020 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: 0,..L !;.f.tu'e----In e, . Authorized Signature: _A~ ~ Date: /() .... 3 ... lf)ZD Acknowledgment of Receipt of Addendum 2 is required by s1gmng and including the acknowledgment with your Bid/Quote. Failure to acknowledge this Addendum may result in your Bid/Quote being deemed non-responsive. 55575.18165\32899991.2 21 Revised: 5/1/2020
26REQUEST FOR QUOTE FOR RUNWAY RUBBER REMOVAL FOR PALM SPRINGS INTERNATIONAL AIRPORT ADDENDUM NO. 3 This Addendum is being issued for the following changes and informational items: THIS ADDENDUM SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and is hereby providing answers thereto: Q 1: Has no other rubber removal has been perfonned since the end of this contract? A 1: The last rubber removal done to the main runway was November 19, 2016. Q 2: What type and size "drum" is the owner requiring the contractor to provide? A 2: The airport has no preference on the type of drum. Plastic or steel with lid are fine. Up to 55 gal drums are sufficient. a 3: What Material is the "drum" to be manufactured from? A 3: The airport has no preference on the material of the drums. Q 4: Who will take ownership of the drums once they are emptied? A 4: Airport will take ownership of the drums Q 5: Is the contractor responsible for getting AOA I SIDA Badging prior to commencing work? If so, will they be allowed gate access? A 5: The airport will be providing escorts. No badging is required. Q 6: Will the city allow an alternative method to capturing the water and solids removal debris, besides the drum method? A 6: Yes, as long as it complies with al/ laws and ordinances. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA J.&'6. 9i.tgu, Procurement Specialist II DATE: October 15, 2020 55575.18165\3289999 l .2 22 Revised: 5/1/2020
27ADDENDUM ACKNOWLEDGJ.1ENT:~, -. /7 Proposer Firm Name: ~!IL C:1t!5::t. lU.--k ,t,1._., • • Authorized Signature: ~4?tk ~ Date: /0-tS-Z.oZO Acknowledgment of Receipt of Addendum 3 is required by ~igning and including . t~e acknowledgment with your Bid/Quote. Failure to acknowledge this Addendum may result tn your Bid/Quote being deemed non-responsive. Copy of Current Palm Springs Business License CITY OF PALM SPRINGS BUSINESS LICENSE 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 323-8289 PLEASE NOTE THAT IT IS YOUR RESPONSIBfLlTY TO RENEW AND UPDATE TIUS LICENSE ANNUALLY. BUSINESS NUMBER: 20022383 BUSINESS TYPE: CONTRACTOR-ENGINEERING OWNER N~IE: RUDOLPH C ZAVALANI BUSINESS NAME: CAL STRIPE INC BUSIN&~S ADDRESS: 2040 E STEEL RD COLTON, CA !Tl324 CAL STRIPE INC 2040 E STEEL RD COLTON CA 92324 EXPIRATION TAX/ADMJN. FEE CERT NO 03/31/2021 166.00 87417 03/31/2021 21.00 87418 03/31/2021 4.00 87420 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE TIIE LICENSEE TO OPERATE OR MAINTAIN A BUSINE~ IN VIOLATION OF ANY OTIIER LAW OR ORDINANCE. nns JS NOT AN ENDORSEMENT OF mE ACTlVITY NOil OF mE APPLICANT'S QUALIFICATIONS. MUST BE POSTED IN A CONSPICUOUS PLACE 23 Revised: 5/1/2020 55575. l 8165\32899991.2
28EXHIBIT "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) 24 55575. 18165\32899991.2 Revised: 5/1/2020
29INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreei:nent 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 Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 25 Revised: 5/1/2020 55575.18165\3289999 l .2
30contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and _endorsements, including additional insured endorsements, effecting all of th~ coverages required by this Agreement. The certificates and endorsements .are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured ... " ("as respects City of Palm Springs Contract No._" or ''for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have ... " ("as respects City of Palm Springs Contract No._" or ''for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 26 Revised: 5/1/2020 55575. l 8165\32899991.2
31D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (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) Contractor shall procure a bond guaranteeing · payment of losses and ·related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 27 Revised: 5/1/2020 55575. l 8 l 65\3289999 l .2