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HomeMy WebLinkAbout1L OCRCITY COUNCIL STAFF REPORT DATE: DECEMBER 10, 2020 CONSENT SUBJECT: APPROVAL OF AN ON-CALL PROFESSIONAL AGREEMENT WITH TERRA NOVA PLANNING & RESEARCH, INC. FOR EXPEDITED ZONING REVIEW FOR CANNABIS-RELATED USES. FROM: BY: SUMMARY: David H. Ready, City Manager Development Services Department This is a request to allow the Development Services Department to enter into an agreement with Terra Nova Planning & Research, Inc. ("Terra Nova"), to provide expedited zoning review for cannabis-related uses. The proposed agreement will replace a previous agreement with Terra Nova, which expired earlier this year. The agreement amount is not to exceed $25,000.00. RECOMMENDATION: 1. Approve Agreement No. __ with Terra Nova Planning & Research, Inc., for expedited cannabis zoning review services for a three (3) year term, in an amount not to exceed $25,000.00; and 2. Authorize the City Manager to execute all necessary documents. BUSINESS PRINCIPAL DISCLOSURE: Terra Nova has provided a signed copy of the Public Integrity Disclosure Form, which is included as an attachment to this report. STAFF ANALYSIS: The City of Palm Springs entered into an agreement with Terra Nova in March 2019 to provide expedited zoning review for cannabis-related uses as part of the cannabis administrative permit review process. The agreement assisted in considerably shortening 2City Council Staff Report December 10, 2020 --Page 2 Terra Nova -Expedited Cannabis Zoning Review the amount of time necessary to process and review administrative permits, by having a consultant provide an expedited analysis of the application relative to zoning requirements, rather than routing the application to the Planning Division for review. The agreement, which was limited to a total contract amount of $25,000.00, expired in November 2020. Zoning review is an important part of the cannabis administrative permit review process, in that the permit cannot be issued unless the proposed cannabis location is in conformance with all zoning requirements, such as appropriate zone district, conformance to separation distance requirements, separation from protected uses, and associated requirements. While the Planning Division would typically perform this review function on behalf of the Department of Special Program Compliance, caseload and staffing limitations within the Planning Division have made it difficult to review the volume of applications in a timely manner. Consequently, staff entered into an agreement with Terra Nova in 2019 to perform expedited zoning reviews. The new proposal submitted by Terra Nova mirrors the terms and pricing of the 2019 agreement. The length of the agreement is proposed at three years; however, the dollar amount of the agreement is still capped at $25,000.00. Terra Nova will continue to provide zoning reviews for expedited applications within three days, and non-expedited applications will be processed within a three-week timeframe. Terra Nova utilizes a zoning review checklist that has been provided by the Planning Division, and consults with Planning staff if there are any questions about the interpretation of zoning regulations. Approval of this new agreement with Terra Nova will allow for the continuation of expedited zoning reviews as part of the cannabis administrative permit process. FISCAL IMPACT: Unencumbered funds in the amount of $25,000.00 are available from General Fund Account #4151-43200 ("Contractual Services") for the project. SUBMITTED BY: Development Services Director Marcus L. Fuller, MPA, P.E., P.L.S. Assistant City Manager 3City Council Staff Report December 10, 2020 --Page 3 Terra Nova -Expedited Cannabis Zoning Review Attachments: A. Proposal -Terra Nova B. Public Integrity Disclosure Form C. Draft Agreement D. Insurance Certificates 4~.., ~ ~TERRANOVA PLANNING & RESEARCH, INC. November 24, 2020 Mr. Flinn Fagg Director Planning Services Dept. City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 RE: Renewal Proposal to Review Cannabis CUP Applications for Completeness Dear Flinn: In your email ofNovember 19th, you requested an update to our existing proposal for the continued provision of services relating to cannabis permit applications. The following summarizes the tasks we have been undertaking, and provides updated scope and costs, based on our experience in processing these applications in the last 18 months. Understanding of Project and Scope of Work The City receives applications for the cultivation and/or manufacturing of cannabis and associated products. Each application must be reviewed for conformance with both the City's Zoning submittal requirements and its cannabis permitting provisions, contained in Sections 5.45 and 5.55 of the City's Municipal Code. The City desires assistance in the review of these application submittals to determine whether applications are complete prior to the initiation of processing. The City utilizes a completeness checklist for the review of each application. Terra Nova will review each application, determine whether it is complete, and notify City staff. A completeness checklist shall be appended to each application package. If an application is incomplete, the notification will include specifics relating to items needed to determine the application complete. City staff will continue to coordinate with applicantsto secure all application materials and determine an application complete. Terra Nova and City staff will maintain its regular schedule of delivery of application materials to Terra Nova, and return to the City. The scheduling for regular applications will continue to be three weeks, and for expedited applications 3 days. Expedited applications will continue to be charges double the hourly rate shown below. Terra Nova will not be responsible for the review of the applications for permitting purposes. The processing of complete applications will be undertaken by City staff. 42635 MELANIE PLACE, SUITE 101, PALM DESERT, CA 92211 (760) 341-4800 5Mr. Flinn Fagg November 24, 2020 Page 2 of2 All reviews shall be conducted by an Assistant Planner, and overseen by a Senior or Associate Planner. The City will be billed on a monthly basis, based on actual time spent at the rates shown below, with no minimum requirement. Staff Principal Planner Senior Planner Associate Planner Assistant Planner Administrative Assistant Reimbursables Photocopies (8.5" X 11" BW) (8.5" X 11" Color) ( 11" X 1 7" B W) (11" X 17" Color) Large Format Plots B W Color Telephone Toll Charges FAX Transmittals Reproduction, Special photographic services, document printing, aerial photogrammetry, postage, etc. Please let me know if you have any questions or need additional information. Sincerely, Nicole Sauviat Criste Principal Hourly Rate $ 195.00 $ 160.00 $ 140.00 $ 115.00 $ 45.00 Each $ 0.15 ea. $ 0.30 ea. $ 0.30 ea. $ 0.60 ea. $ 1.00/S.F. $ 5.00/SF Cost Cost Cost 6PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity 2. 3. 4. Terra Nova Planning & Research, Inc. Address of Entity (Principle Place of Business) 42635 Melanie Place, Suite 101, Palm Desert, CA 92211 Local or California Address (If different than #2) State where Entity Is Registered with Secretary of State California ff other than Califomla, is the Entltv also 1BOistered In Califomla? n Yes n No 5. Type of Entity [iCorporatlon D Limited Llablllty 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 _J_o_h_n_D_o_y_le_C_ri_s_te ________ (2g Officer D Director D Member D Manager [name] D General Partner D Limited Partner •Other _________ _ _ N_i_c_o_le_S_a_uv_i_a_t _C_ri_s_te _______ ~Officer D Director D Member D Manager [name] D General Partner D Limited Partner •Other __________ _ _______________ D Officer D Director D Member D Manager [name) D General Partner D Limited Partner nother Page21 of48 77. Owners/Investors with a 5% beneficial interest In the Acclicant Entity or a related entity EXAMPLE JANEDOE 50%1 ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. John Doyle Criste 50% [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. Nicole SauviatCriste 50% [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 beneficiat interest in entitv and name of entitvl E. [name of owner/investor] [percentage of beneficial interest In entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. 771/ 11/24/20 Nicole Sauviat Page22 of48 I 8CONSUL TING SERVICES AGREEMENT Expedited Cannabis Zoning Application Review Terra Nova Planning & Research, Inc. THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on December 10, 2020, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Terra Nova Planning & Research, Inc. ("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 land use consultant, for the purpose of expedited review of cannabis zoning and administrative permit reviews, ("Project"). B. Consultant has submitted to City a proposal to provide zoning and administrative permit reviews, 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 zoning and administrative permit review 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. Revised: 5/1/201 5 5575.18165\32900156.2 91.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement 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 $25,000.00. 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 B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. Revised: 5/1/202 55575.18165\32900156.2 104. 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 (10) 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 judgment, 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 three (3) years, commencing on December 10, 2020, and ending on December 10, 2023, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to 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. Revised: 5/1/203 55575.18165\32900156.2 115. 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: Nicole Sauviat Criste, Principal. 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, mode, or means by which Consultant, its agents or employees, perform the Services required, except as otherwise specified. Consultant shall perform all required Services as an independent 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 Revised: 5/1/204 55575.18165\32900156.2 12without 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: Kelly Clark Khadija Nadimi Title: Associate Planner Assistant Planner 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 1 771, 1774 and 177 5), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours oflabor (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 oflndustrial 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 oflndustrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers ( collectively the "Indemnified Revised: 5/1/205 55575.l 8165\32900156.2 13Parties"), 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. Revised: 5/1/206 55575. l 8165\32900156.2 148.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 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 Revised: 5/1/207 55575.18165\32900156.2 15any 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. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. 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 Revised: 5/1/208 55575.18165\32900156.2 16as 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 Consultant: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Terra Nova Planning & Research, Inc. Attention: Nicole Sauviat Criste 42635 Melanie Place, Suite 101 Palm Desert, California 92211 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement 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. Revised: 5/1/209 55575.18165\32900156.2 1711.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] Revised: 5/1/2010 55575. l 8165\32900156.2 18SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND r**INSERT NAME***] 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. CONSULTANT NAME: Terra Nova Planning & Research, Inc. 42635 Melanie Place, Suite 101 Palm Desert, California 92211 Check one _ Individual_ Partnership _ Corporation By _______________ By _______________ _ Signature (Notarized) Signature (Notarized) Revised: 5/1/20} I 55575.18165\32900156.2 19CIVIL CODE§ 1180 E1zStrSrSIAs1FsSst11d'1,<; &,<,A,_ &Qe;CeOttat!t:Odtz:SS!Sl@ltsCss,c,ce's<:,AAA ,., t>,;QrQeQa,OC9:Qx'9tt9t9t4e, A notmy pubflc at 01har officer~ di:J awtJk:at8 venfiae mt, 1he idantisy.ohhe ~ Ytbo sigrwd Iha docurnant to which1hia cerlificsla b anached. and nat1he tnllhflilneaa. flCCU8C)\ or validity af Um doc:una1t. State of California County of __________ _ On ________ baforeme. _________________ _ Dal9 1-iete lnsett Nsms snd Tdle of the Oflioer personally appeared----------------------Nat,rep} of ~J w~ proved to me on the bama of aatiafacto,y evidence to b& the ·peraon(a) whose name(s) ia/are aumcribed to the within inatrument and acknowledged to me that ha/ahellhey executed the aame in hiBJherlthair authorized capacity(188}. and th3I by hia/haJ/theiraiF,dure(a) on the instrument 1he ~). or th& entity upon behalf of which the peraan(e) acted. axecu1.-tt,e inatrumanl I certify unda' PENAL 1Y OF PERJURY under the lawa of the Stale of California. that the foregoing paragraph ia 1rue and carracl WITNESS my hand and official aaat. Signahn _________ _ S;gnstu,v of Nots,y Public -------------0P110NAL-------------1houflh thia sec:tion kt optional. complefing this infofmstian can deter a/lendion al the document or ftaucUem ruttac:t,rnent of fN3 form fo an unintended mcument Deacription of Attached Documant T.Ue or Type of Oocunent: __________ Document Date: ______ _ Nwnber of f>$983: ___ Signar(a) other Than Named Above: _________ _ Capocity(iea) Claimed by Signer(&) Signer0a Name: _________ _ Signer"aNama: _________ _ D Corporate Officer -Tilla(a}: ____ _ 0 Oarpamte Officer -Tdle{a): ____ _ • Partner -• limited • General • Partner -• Urnit8d • General • Individual • Atlomay .. Fact 0 Individual • Attorney in Fact •Truatae •GuardanorConaarvator •Truatae •OuardanorConaemdor •other: ___________ _ •Other:------------Signer la Repreaentirv: ______ _ Signer la Repasenmg:: --------.<u.o.-. :x:cc .. <.eAX:eeceot<AC! c uu=mc:ec cc ccv.o ...... :x:u:.o. .. o:.o:cec; e c u:aucacc:cc \A eco.o.---. ::a: .. , 02014 National Notary A:mociatian • www.Natima1Nalary.org • 1-800-US NOTARY (1-800-878-8827) Ham 15907 Revised: 5/1/2012 55575.18165\32900156.2 2055575.18165\32900156.2 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance Revised: 5/1/2013 21EXHIBIT "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) Revised: 5/1/2014 55575.18165\32900156.2 22INSURANCE 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 oflnsurance. The minimum amount ofinsurance 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 million 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 Revised: 5/1 /20 I 5 55575.l 8165\32900156.2 23contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's Services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's Services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an AM. 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: (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. Revised: 5/1/2016 55575.18165\32900156.2 24D. 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 (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. Revised: 5/1/2017 55575.18165\32900156.2 25POLICYHOLDER COPY STATE (.Ql\,lf'FN'::,,, I IVN i!'-.. <;UPA...r--.JCE P.O. BOX 8192, PLEASANTON, CA 94588 FUND ISSUE DATE: 09-01-2020 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE GROUP: CITY OF PALM SPRINGS 3200 E TAHQUITZ WAY PALM SPRINGS CA 92262-6959 SP POLICY NUMBER: 9066678-2020 CERTIFICATE ID: 18 CERTIFICATE EXPIRES: 09-01-2021 09-01-2020/09-01-2021 This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend. extend or alter the coverage afforded by the policy listed herein. Notwithstandin~ any requirement. term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain. the insurance afforded by the policy described herein is subject to all the terms. exclusions, and conditions. of such policy. ~tlq Authorized Representative President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #0015 ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE 2014-09-01 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. NAME OF ADDITIONAL INSURED: CITY OF PALM SPRINGS ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 09-01-2013 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. ENDORSEMENT #1651 -JOHN DOYLE CRISTE, PRESIDENT -EXCLUDED. ENDORSEMENT #1651 -NICOLE SAUVIAT CRISTE, VICEPRES -EXCLUDED. EMPLOYER TERRA NOVA PLANNING & RESEARCH,INC. 42635 MELANIE PL STE 101 PALM DESERT CA 92211 CREV.7-2014) SP [P17,SK] PRINTED 08-19-2020 SP 26ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 07/07/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT JOVANY M. CALVILLO/ UC# 0G40189 NAME: StateFarm TIMOTHY WOOD, UC# 0697033 r4HJ>N~,. 11::v.1• 760-770-0700 I~ Nol: 760-770-9282 A~ 35963 DATE PALM DR. 1~1~ss: JOVANY.M.CALVILLO.TNJS@STATEFARM.COM CATHEDRAL CITY, CA 92234 INSURER($) AFFORDING COVERAGE NAIC# INSURER A: State Farm General Insurance Company 25151 INSURED INSURER B: State Farm Mutual Automobile Insurance Company 25178 TERRA NOVA PLANNING & RESEARCH, INC. INSURERC: 42635 MELANIE PLACE STE 101 INSURERD: PALM DESERT, CA 92211 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICYEFF POLICY EXP LIMITS ITR lr.tCln ""'1n POLICY NUMBER IMM/DD/YYYY\ lMM/DD/VVYYl X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 ~ CLAIMS-MADE [Z] OCCUR DAMAGE TO RENTED 300,000 PREMISES /Ea occurrence\ $ --MED EXP (Any one person) $ 5,000 A y y 90-BP-D066-0 08/01/2020 08/01/2021 PERSONAL & ADV INJURY $ 2,000,000 -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 4,000,000 zi •PR~ DLoc s 4,000,000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER: $ AUTOMOBILE LIABILITY y y 248 9932-F29-55 08/01/2020 08/01/2021 COMBINED SINGLE LIMIT $ 1,000,000 /Ea accident\ :z ANYAUTO BODILY INJURY (Per person) $ B OWNED -SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ONLY -AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY lPer accident\ --$ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION I ~f~uTE I I OTH-AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE • N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) THE CITY OF PALM SPRINGS, ITS OFFICERS, AGENTS, AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSURED. CERTIFICATE HOLDER CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY PALM SPRINGS, CA 92262 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 1001486 132849._12 03-16-2016 27I StateFann 90-BP-0086-0 007700 · . CMP-4786.1 A. Page 1 of2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP-4786.1 ADDITIONAL INSURED -OWNERS,· LESSEES, OR CONTRACTORS (Sc'1eduled) Th1s ~ndorsement modifies insurance provided under the following: . . . . . . BUSiNESSOWNERS COVERAGE FORM SCHEDULE Polley Nu~ber: 90-BP•DQ68-0 Na"1ed lns.ur~: . TERRA NOVA PLANNING & RESEARCH INC . · 42635 MELANIE PL STE ·101 PALM DESERT CA 92211-9113 N~~e"And Ad.d~$ Of.Addltlonal ln$ured Pe~on .~f Org~n.lza~Qn: . CITY OF PALM.SPRINGS . 3200 E TAHQUITZ CANYON WAV PAl-M SPRINGS CA $2282-6959 .. 1. SECTiON 11 -WHO IS AN INSURED of SECTION II -LIABILITY is amended to in-clude, as a.n addition~r Insur.ad, any per~~>n or organization shown ·in. the Sched\.lle, but on~ with respect to· liability for •bodily, injulf, "property damage", or 11personal ~nd advertis-ing injury" caused, in whole or In p~rt, by: · a. Ongoing Qperatlons (1) Yoyr acts or omissions; or (2) The acts or omissions of those acting on your behalf; 1n the performance of your ongoing opera-tions for that additional insured; or b. Products -Completed Operations avour work" performed for that addltlQnal insured and included in the •products-completed operation, hazard". However, Paragraph 1. above Is subject to the following: a. The Insurance afforded to the additiQnal Insured only applies to the extent permit-ted by law; b. If coverage. provi~e~· to the additional in-sured is required by a contraqt or agree-ment, the • insurance provided . to the additional-insured wiH not be broader than that which you are required by the contract · or agreement to provide for such addition-al Insured; and c.· If the contraet or agreement between you end. the addltion$1 Insured Is governed by California Civil Code Section 2782 or 2782.05, the insurance provided to the additional Insured Is the lesser of that which: (1) Is allowed for the satisfaction of a de-fense or indemnity obligation by CaU-fornia Civil Code Section 2782 or 2782.05 for your sole liability; or (2) You ere required by contract or agreement to provide for such addi-tional insured. We have no duty to defend or Indemnify the additional Insured under this endorsement un-til a claim or "suit' Is tendered to us. O, Copyright. State Farm MutualAutomoblte lnsuranceCOmpany, 2013 Includes copyrlglied material of Insurance Services Office, Inc., wth It& permlaalon. CONTINUED 2890-BP-D066-0 007700 2. Any insurance· provided to the additional In-sured shall only apply with respect to a claim made or a "suit" brought for damages for which you are provided coverage. 3. Wrth respect to the insurance afforded to the additional insured, the following Is added to SECTION 11-LIMITS OF INSURANCE: If coverage provided to the additional insured is required by contract or agreement, the most we will pay on behalf of the additional Insured will be the lesser c;>f the amount of Insurance: a. Required by the contract or agreement; o"r b. Available under the applicable Limits Of Insurance shown in the Declarations. This endorsement shall not increase the ap-plicable Limits Of Insurance shown In the Declarations. ·4. With respect to the insurance afforded to the additional insured, the foflowlng Is added· to · . Paragraph 3. Duties In The Eve·nt Of Occur-rence, Offense, Claim Or Sult of SECTION II -GENERAL CONDITIONS: The additional insured must: a. · See to it that we are notified as soon as practicable of an "occurrence" or an of-·tense which may result l.n a Clalm. To the extent pos~ible, notice should Include: . ·. . . • (1) How, when and where the "occur-. ranee., or o1fense too_k-plac.e; (2) The names and addresses of any in-jvred persons and witnesses; and CMP-4788.1 CMP-4788.1 Page 2 of2 (3) The nature and location of any Injury or damage arising out of the "occur-rence" or offense; b. Te,nder the defense and Indemnity of a_ny claim or "suit" to us and to all other insur-ers who . may have insurance. potentially ... av~ilable to the additional Insured; and. c. Agree to make availab,e any other insur-ance the additional insured has for de-fense or damages for which we would provide _cov~rage under SECTION II -LIABILITY. · 5. With respe.ct to the Insurance· afforded the ad-dition~I Insured, the following replaces SEC-TION JI -LIABILITY-of Paragr~ph 7. Other lnsur•nce of SECTION' I AND SECTION II -· COMMON POU.CY CONDITIONS: a. This Insurance is primary to and will not seek contribution from any other insurance av•ilable to 1he addition.al .lnsured, provided that'the additional Insured Is a named ln-~ur~d under _such oth~r tnsura~ce. b. Regardless of · .any agreement between yoµ and the additional insured, this in~ur-·ance is excess over .any other Insurance whether primary, excess, contingent or on any other basis for which t~e additional in-. sured has. been added as an addition~! ln-~ured on ~ther policies. There wiJI b·e no refund of premium ·In tt,e event this endorsement Is cancelled. All other policy provision~ apply. ©, Copyright State Farm Mutual Automobile Insurance Company, 2013 lnolu~. copyrighted .materl.al of Insurance Services Office. 100.1 \Ylth 11s ,Pern:i~&lon .. , I ; 29I StateFarm 90-BP-D06&-0 007726 CMP-4787 Page 1 of 1 A. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP-4787 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY.AGAINST OTHERS TO US This endorsement modifies Insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Polley Number: 90-BP-D068-0 Named Insured: TERRA NOVA PLANNING & RESEARCH INC 42635 MELANIE PL STE 101 PALM DESERT CA 92211-9113 Name And Address Of Person Or Organization: CITY OF PALM SPRINGS. 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262-6959 The following is added to Paragraph 10.b. of SECTION I AND SECTION II -COMMON POLICY CONDITIONS: · We waive any right of recovery we may have .against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of: a. Your ongoing operations; or b. "Your work" done under contract with that person· or organization and included In the "products-completed .operations hazard". This ~aiver applies only to the person or organization shown In the Schedule. All other policy provisions apply. CMP-4787 C, ec,py~ht state Farm Mutual Automobile Insurance Company, 2008 lnolUdes copyrighted materlal of Insurance Servioes Office, lno., wlh Its permission. 30ACORDfb CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 11/5/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~i~cT Brittney Merrihew Hall & Company f_,.~~Ntr,. i::vn• 360-626-2010 I~ Nol: 360-626-2010 A/E Insurance Services 19660 10th Ave NE ~~D'r!~ss: brittnev.merrihew~assuredoartners.com Poulsbo WA 98370 INSURER(Sl AFFORDING COVERAGE NAIC# INSURER A: Underwriters at Uovd's, London INSURED TERRNOV-01 INSURERB: Terra Nova Planning & Research Inc INSURERC: 42635 Melanie Pl Ste 101 Palm Desert CA 92211 INSURER 0: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 1615033714 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICYEFF POLICY EXP LTR ltJi::n wvn POLICY NUMBER lMM/DD/YYYYl fMM/DD/YYYYl LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -D CLAIMS-MADE • OCCUR DAMAGE TO RENTED -PREMISES (Ea occurrencel $ -MED EXP (Any one person) $ PERSONAL & ADV INJURY $ -GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl •PR~ DLoc PRODUCTS -COMP/OP AGG $ POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident\ -ANY AUTO BODILY INJURY (Per person) $ -~ OWNED SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ONLY -AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) ->---$ UMBRELLA UAB H OCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I :ffTuTE I I OTH-AND EMPLOYERS' LIABILITY ER Y/N ANYPR0PRIET0R/PARTNER/EXECUTIVE • N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ ~~;~~~f~~ ~nt;PERATIONS below E.L. DISEASE -POLICY LIMIT $ A Professional Liab;Claims Made ENP 0002018-04 11/5/2020 11/5/2021 $2,000,000 Per Claim $2,000,000 Aggre Contractors Pollution Liability $2,000,000 Per Claim $2,000,000 Aggre DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Palm Sprin8s 3200 E. Tahquitz anyon Way AUTHORIZED REPRESENTATIVE Palm Springs CA 92262 ~~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD