HomeMy WebLinkAboutA9008 - ABBE & ASSOCIATES, LLC
CONSULTING SERVICES AGREEMENT
SUSTAINABILITY OUTREACH & TECHNICAL SUPPORT SERVICES
THIS AGREEMENT FOR CONSULTING SERVICES (“Agreement”) is made and entered into on
_____________, 20__, by and between the City of Palm Springs, a California charter city and municipal corporation
(“City”), and Abbe & Associates LLC, a California Limited Liability Company, (“Consultant”). City and Consultant
are individually referred to as “Party” and are collectively referred to as the “Parties”.
RECITALS
A. City requires the services of a Sustainability Outreach and Technical Support Services for support
of Food Ware and Organic’s requirements, (“Project”).
B. Consultant has submitted to City a proposal to provide Sustainability Outreach and Technical
Support Services, to City under the terms of this Agreement.
C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to
provide the necessary services to City for the Project.
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 Sustainability Outreach and Technical Support 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 Agr eement.
1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits,
and approvals as may be required by law for the performance of the Services required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully
considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions
attending performance of the Work under this Agreement.
2. TIME FOR COMPLETION
The time for completion of the Services to be performed by Consultant is an essential condition of this
Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement 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.
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
December 1, 2021
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 $75,000.00.
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 “B” 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.
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under
the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in
writing by the Contract Officer.
4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may
be extended because of any delays due to a Force Majeure Event, if 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, epid emics 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 twelve (12) months, unless extended by mutual written agreement
of the parties.
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with
or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant
and constitutes an immediate danger to health, safety , and general welfare, the period of notice shall be such shorter
time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease
all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to
compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by
the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof
which are specified herein. Consultant shall not be entitled to payment for unperformed Services and shall not be
entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the
right to take whatever steps it deems necessary to correct Consultant's deficiencies and charge the cost thereof to
Consultant, who shall be liable for the full cost of the City's corrective action. Consultant may not terminate this
Agreement except for cause upon thirty (30) days written notice to City.
5. COORDINATION OF WORK
5.1 Representative of Consultant. The following principal of Consultant is designated as being the
principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the
specified Services and work: Ruth Abbe, 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 Contrac t 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 stip ulated 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 without the prior written approval of
the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal
of any personnel assigned by Consultant by providing written notice to Consultant .
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
Name: Ruth Abbe Title: Principal
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 17 71, 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 Secti on
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 pursuan t to Labor Code Sections 1725.5 and 1771.1,
the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial
Relations. Consultant shall maintain registration for the duration of the Project and require the same of any
subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the
Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable
registration and labor compliance requirements.
6. INSURANCE
Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the
attached Exhibit "B", incorporated herein by reference.
7. INDEMNIFICATION.
7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant’s
sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents,
and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims,
demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses
including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries
to or death of persons (Consultant’s employees included), for damage to property, including property owned by City,
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,
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the
Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the
performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of
competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the
Consultant’s proportionate percentage of fault.
8. RECORDS AND REPORTS
8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports
concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require.
8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs,
expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records
as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to
evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and
records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such
records.
8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other
materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall
deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this
Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the
exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such
documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such
documents.
8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other
materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly
without the 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 provid e 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 par ties 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.
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting party on
any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be
deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Consultant. Any waiver
by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning
the same or any other provision of this Agreement.
9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly
declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative . The exercise by
either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different
times, of any other rights or remedies for the same default or any other default by the other Party.
9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law
or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance
of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes
of this Agreement.
9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results
in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as
may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not
limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any
appeal or in collection of any judgment entered in such proceeding.
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 ot her
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 furth er, 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
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the
other Party of the change of address in writing.
To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Consultant: Abbe & Associates, LLC
1028 Fair Oaks
Alameda, CA 94501
Attn: Ruth Abbe, Principal
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 inte rpreted 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 Agreem ent.
11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an
original.
[SIGNATURES ON NEXT PAGE]
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE
CITY OF PALM SPRINGS AND ABBE & ASSOCIATES, LLC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
“CITY”
City of Palm Springs
Date:__________________________ By: _______________________________
Justin Clifton
City Manager
APPROVED AS TO FORM: ATTEST
By: ___________________________ By: _______________________________
Jeffrey S. Ballinger, Anthony Mejia
City Attorney City Clerk
Corporations require two signatures. One signature must be from Chairman of Board, President, or any Vice President.
The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial
Officer.
CONSULTANT NAME:
_____________________________ Check one ___ Individual ___ Partnership ___ Corporation
_____________________________
Address
__________________________________________
By _______________________________________ By ___________________________________________
Signature Signature
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
Abbe & Associates, LLC
1028 Fair Oaks
Alameda, CA 94501
Agreement #A9008
11/30/2021
EXHIBIT “A”
SCOPE OF SERVICES/WORK
BACKGROUND: In November 2020, the State of California passed SB 1383, which imposes new
requirements on the management of organic waste and recycling across the State. These new laws take
effect starting in 2021 and will require businesses and residents to manage organic materials. In particular,
restaurants, hotels, and other commercial businesses that generate food waste may now be required to
subscribe to an organic’s management service. Commercial requirements for organics management hav e
been in place for several years, but some establishments have never embraced the service. Residents in
single family homes and small multi-family dwellings of 4 units or less must also now manage food and
green waste.
On July 8, the City passed a new ordinance to promote reusable food ware and reduce single-use plastic
waste. This new ordinance applies to food vendors and to retail establishments that sell certain types of
food ware and accessories. It will require reusable food ware for onsite dining, eliminate use and sale of
polystyrene food ware and accessories, and eventually limit disposable food ware to certified, fiber -based
products. The City plans to provide incentives to businesses to comply, but some businesses may need
additional technical assistance. Specially, they will need information on appropriate materials to purchase
as well as how to adapt their operations to more fully embrace reusable food ware.
In addition to helping businesses, the City of Palm Springs also wants to ensure that residents and visitors
are informed about these initiatives and understand their role in supporting compliance efforts. This
includes understanding what they need to do at home as well as what they need to do when going out.
Staff from the Office of Sustainability coordinates the City’s efforts related to recycling, food ware, and
organics management and will serve as the City’s primary point of contact for the selected contractor. Palm
Springs Disposal Services serves as the City’s franchise waste hauler and will serve as the lead resource for
organics and recycling services.
SCOPE OF WORK:
Generally, the scope of work consists of, but is not limited to, Technical Directives issued by the City
Project Manager and will cover the following types of tasks:
1) Provide Outreach and Technical Assistance to Affected Businesses and Organizations on Food
Ware Requirements
The selected consultant shall provide direct support to businesses and organizations to help them comply
with new food ware requirements. At the direction of the Project Manager, the consultant will:
• Reach out to organizations by phone
• Meet with organizations on site
• Assess their operations and materials use
• Provide research as needed to address their specific compliance needs related to appropriate food
ware and reuse opportunities
• Provide them with information, resources, and advice to support their compliance efforts. This
could include providing training or information to business staff members.
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
This work will be done in conjunction and coordination with City Staff and with the assistance of other
technical consultants, as needed. City staff will work with the consultant to develop any handout materials
or talking points. It should be assumed that up to 100 businesses will need assistance.
Deliverables:
• The consultant will provide City staff with a monthly report that documents the services provided
and the businesses contacted.
2) Serve as a liaison to restaurant, hospitality and business associations
The selected consultant will serve as a liaison to various types of associations to provide information to
these organizations on the food ware ordinance and related waste management topics. This may include
providing brief training sessions or presentations about topics such as requirements, outreach efforts, and
innovative case examples. City staff will work with the consultant to develop any materials or talking points
and may participate with the consultant on occasion.
It is assumed that this will involve up to three, 90-minute meetings per month.
Deliverables
• Draft and final presentations or talking points for each meeting.
3) Provide outreach and technical support to commercial businesses to promote recycling and
organics compliance
The selected consultant will assist with outreach on recycling and organics requirements for commercial
businesses, especially restaurants and hospitality businesses. In particular, this outreach and assistance will
be focused on proper food waste reduction and food ware waste management. The City is already working
on enhancing compliance efforts, so it is expected that many businesses will already be in compliance.
Work related to this task may be done in conjunction with work conducted under Task 1. As part of this
support, the selected consultant may:
• Check the compliance status of the businesses they interact with
• Provide compliance information to non-compliant businesses
• Assess concerns or rationale for non-compliance
• Explore solutions
• Work with PSDS or City staff to implement solutions
Deliverables
• The consultant will provide City staff with a monthly report that documents the services provided
and the businesses contacted.
4) Assist with messaging to engage residents and visitors in implementing proper recycling and
food ware management practices
The Consultant will assist City Staff in identifying messages to educate and prompt behaviors that will
support compliance with organics and recycling requirements as well as proper food ware management.
This support will include:
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
• Identifying key messages
• Coordinating with businesses, tourism organizations, and business associations to disseminate
these messages
• Assessing effectiveness of efforts
• Suggesting changes based on assessment results and other feedback
The Consultant will assist with at least one messaging campaign for both residents and visitors that will
affect their behaviors in public and in their homes or at their hotel/vacation rental. These campaigns could
be implemented through radio, television, print, and/or social media. Examples may include videos/stills
on hotel televisions, posters in restaurant windows, small signage at points of sale, etc. Consultant can work
with City staff for graphics support as needed.
Deliverables
• Draft and final messages for residents
• Draft and final messages for visitors at hotels or vacation rentals
5) Assist with evaluations and continues improvement efforts
The City envisions that these requirements will be dynamic and must be responsive to new information
about products and processes. The Consultant will continually identify opportunities for improvements in
messaging, guidance, and ordinance requirements to promote the overall goals of increasing reuse;
decreasing use of disposables, especially plastics; and promoting proper organic waste management.
Feedback related to potential improvements will be provided to the City along with the monthly report of
activities noted above.
Type of Contract
Services will be performed under the contract on a time and materials basis based on Technical Direction
from the Staff Project Manager. The cost ceiling for the contract shall not exceed $75,000. The City may
extend the period of performance or raise the contract ceiling, if approved by the City Manager and/or City
Council.
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
EXHIBIT “B”
Schedule of Fees
And
Schedule of Performance
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
SCHEDULE OF FEES
SCHEDULE OF PERFORMANCE
Schedule of Performance will be based on the tasks assigned by
Services will be performed under the contract on a time and materials basis based on Technical Direction
from the Staff Project Manager. The cost ceiling for the contract shall not exceed $75,000. The City may
extend the period of performance or raise the contract ceiling, if approved by the City Manager and/or City
Council.
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
EXHIBIT “C”
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)
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
INSURANCE
1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public
liability and property damage insurance against all claims for injuries against persons or damages to property resulting
from Consultant’s performance under this Agreement. Consultant shall procure and maintain all insurance at its sole
cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this
Agreement. Consultant shall also carry workers’ compensation insurance in accordance with California workers ’
compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including
any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any
proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected
officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be
delivered to and approved by City prior to commencement of Services. The procuring of such insurance and the
delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of
Consultant’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.
2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement
shall be as follows:
A. Comprehensive general liability and personal injury with limits of at least one million
dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general
aggregate;
B. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)
per occurrence;
C. Professional liability (errors and omissions) insurance with limi ts 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 o f
California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence . If
Consultant has no employees, Consultant shall complete the City’s Request for Waiver of Workers’ Compensation
Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement, Consultant’s insurance
coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and
volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers,
employees, agents, and volunteers shall be in excess of Consultant’s insurance and shall not contribute with it. For
Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and
contribution it may have against City, its elected officials, officers, employees, agents, and volunteers.
4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant
provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail
insurance in the amount required by this Agreement to cover claims made within three years of the completion of
Consultant’s Services under this Agreement, or (2) to maintain professional liability insurance coverage with the same
carrier in the amount required by this Agreement for at least three years after completion of Consultant’s Services
under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required
tail insurance or continuation of the professional liability policy.
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.
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0
6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and
endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement.
The certificates and endorsements are to be signed by a person a uthorized 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 requi red 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 com pany, its
agents or representative" is not acceptable and must be crossed out.
D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's
waiver of subrogation in favor of City, its elected officials, officers, employe es, 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 A greement. 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 insu rer’s liability.
DocuSign Envelope ID: 42735DE7-3561-4323-84F6-4F8583ADC67EDocuSign Envelope ID: 87F8DD74-7AD4-4735-8684-4C88D91B32D0