HomeMy WebLinkAboutA8690 - PALM SPRINGS ART MUSEUMFUNDING AGREEMENT
Palm Springs Art Museum
This FUNDING AGREEMENT ("Agreement") is made and entered into on
February 25, 2021, by and between the City of Palm Springs, a California charter city
and municipal corporation ("CITY"), and Palm Springs Art Museum, a California non-
profit corporation ("RECIPIENT").
RECITALS
A. CITY and RECIPIENT are mutually interested in funding of programs and
services to the Palm Springs community.
B. RECIPIENT has agreed to provide such services to the Palm Springs
community pursuant to the terms of this Agreement.
C. Based on its experience and reputation, RECIPIENT is qualified to provide
the services and desires to provide such services.
D. City desires to support the services of RECIPIENT.
NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein, the parties hereto agree as follows:
AGREEMENT
1. SERVICES OF RECIPIENT
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, RECIPIENT agrees to provide services as generally described in Exhibit "A"
attached hereto and incorporated herein by this reference, as well as the Free Thursday
Evenings events, described below (collectively, "the Services").
1.1.1 Free Thursday Evenings (as permitted). In addition to the services
that are described in Exhibit "A", and notwithstanding any limitations contained in
Exhibit "A", RECIPIENT shall provide Free Thursday Evenings at the Palm
Springs Art Museum as soon as both of the following have occurred: (a) such
activities are allowed under applicable State COVID-19 Guidelines; and (b)
RECIPIENT re -opens the Art Museum to the public. Such Free Thursday
Evenings shall continue for fifty two (52) weeks, whether consecutive or non-
consecutive (the "Free Thursday Evenings Period"). RECIPIENT will provide
CITY with an Annual Report showing attendance at such Free Thursday
Evenings Program no later than sixty (60) days following the end of
RECIPIENT'S fiscal year (September 30) and at end of the Free Thursday
Evenings Period. RECIPIENT will provide CITY with prominent
acknowledgement of sponsorship at any such Free Thursday Evenings event,
and in InSight magazine. RECIPIENT shall provide the CITY up to four (4)
opportunities to provide free arts -related education programming in conjunction
Revised: 2/24121
55575.18100\33725641.1
with any such Free Thursday Evening events. Museum staff, City staff and the
Public Arts Commission shall jointly direct the development and modification of
special education events. Prior to events, RECIPIENT shall assist with
marketing via newsletters, press releases and social media.
1.2 Compliance with Law. All services rendered under this Agreement shall
be provided in accordance with all applicable federal, state, and local laws, statutes and
ordinances and all lawful orders, rules, and regulations.
1.3 Licenses and Permits. RECIPIENT 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 Promotional Literature. In the event RECIPIENT distributes promotional
literature advertising the Services, CITY shall be acknowledged as a sponsor of the
Services.
1.5 Volunteer Coordination. To the extent reasonable, if requested by City,
RECIPIENT agrees to notify its employees, members or volunteers of opportunities to
volunteer at City events.
1.6 Annual Gala. If held during the 2020/21 fiscal year (either in person or
virtually), RECIPIENT shall provide CITY with one table of preferred seating to the Palm
Springs Art Museum's 2021 Annual Gala; photograph with the headlining talent;
invitation for twelve guests to attend VIP reception; prominent acknowledgement of the
City's sponsorship of the event in InSight magazine and MAC newsletter.
1.7 No Additional Funding. The Agreement represents the full
understanding and agreement of the Parties with respect to the compensation to
RECIPIENT, and any further compensation or sponsorship by CITY to RECIPIENT shall
be made, if at all, pursuant to a separate, written agreement executed by both Parties.
2. TIME FOR COMPLETION
The time for completion of the services to be performed by RECIPIENT is an
essential condition of this Agreement. RECIPIENT shall prosecute regularly and
diligently the work of this Agreement according to the agreed upon schedule of
performance set forth in Exhibit "A." RECIPIENT shall not be accountable for delays in
the progress of its work caused by any condition beyond its control and without the fault
or negligence of RECIPIENT. Delays shall not entitle RECIPIENT to any additional
compensation regardless of the party responsible for the delay.
3. COMPENSATION OF RECIPIENT
3.1 Compensation of Recipient. CITY agrees to provide RECIPIENT with
funding in an amount not to exceed fifty thousand dollars ($50,000) to be used for
providing the Services.
2 Revised 2/24/21
55575.18100\33725641, I
3.2 Method of Payment. CITY will provide RECIPIENT with funding within
thirty days (30 days) following both the execution of this Agreement and receipt of
invoice from RECIPIENT.
3.3 Chanoes. In the event any change or changes to the Services is
requested by CITY, the parties hereto shall execute a written amendment to this
Agreement setting forth with particularity all terms of such amendment including, but not
limited to, any additional funding.
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
4.2 Schedule of Performance. RECIPIENT shall complete the Services no
later than at the end of the Free Thursday Evenings Period. Any remaining unused
funds after such date shall be returned to the CITY.
4.3 Force Maieure. The time for performance of any obligation to be
rendered under this Agreement may be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of a party,
if that party notifies the other party within ten (10) days following the commencement of
such condition. Unforeseeable causes include, but are not limited to, acts of God or of
a public enemy, acts of the government, fires, earthquakes, floods, epidemic,
quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather.
4.4 Term. Unless earlier terminated in accordance with Section 3.5 of this
Agreement, this Agreement shall continue in full force and effect from February 25,
2021 and lasting until the end of the Free Thursday Evenings Period, defined above,
unless extended by mutual, written agreement of the parties.
4.5 Termination Prior to Expiration of Term. CITY reserves the right to
terminate this Agreement at any time, with or without cause, upon thirty (30) days
written notice to RECIPIENT. Where termination is due to the fault of RECIPIENT 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, RECIPIENT shall immediately cease all services except such
as may be specifically approved by Contract Officer. RECIPIENT 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. RECIPIENT may
terminate this agreement, with or without cause, upon thirty (30) days written notice to
CITY.
5. COORDINATION OF WORK
5.1 Representative of Recipient. The following principal of RECIPIENT is
designated as being the principal and representative of RECIPIENT authorized to act
and make all decisions in its behalf with respect to the specified services and work:
3 Revised 2/24/21
555 75.19100\33 725641.1
Louis Grachos, JoAnn McGrath Executive Director/Chief Executive Officer, Palm
Springs Art Museum.
5.2 Contract Officer. The Contract Officer shall be the City Manager or his
designee ("Contract Officer"). Unless otherwise specified, any approval of CITY shall
mean the approval of the Contract Officer.
5.3 Prohibition Against Subcontracting or Assignment. RECIPIENT shall
not contract with any other individual or entity to perform any services required under
this Agreement without the CITY's express written approval. In addition, neither this
Agreement nor any interest may be assigned or transferred, voluntarily or by operation
of law, without the prior written approval of CITY.
5.4 Independent Contractor. Neither CITY nor any of its employees shall
have any control over the manner, mode, or means by which RECIPIENT, its agents or
employees, perform the services required, except as otherwise specified. RECIPIENT
shall perform all required services as an independent contractor of CITY and shall not
be an employee of CITY and shall remain at all times as to CITY a wholly independent
contractor with only such obligations as are consistent with that role; however, CITY
shall have the right to review RECIPIENT's work product, result, and advice.
RECIPIENT 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.
6. INSURANCE
RECIPIENT shall procure and maintain, at its sole cost and expense, policies of
insurance as required by the City Attorney.
7. INDEMNIFICATION.
7.1 Indemnification. To the fullest extent permitted by law, RECIPIENT
shall defend (at RECIPIENT'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 (RECIPIENT's employees included), for damage to property, including
property owned by City, from any violation of any federal, state, or local law or
ordinance, and from errors and omissions committed by RECIPIENT, its officers,
employees, representatives, and agents, that arise out of or relate to RECIPIENT's
performance under this Agreement. This indemnification clause excludes Claims arising
from the sole negligence or willful misconduct of the CITY, its elected officials, officers,
employees, agents, and volunteers. Under no circumstances shall the insurance
requirements and limits set forth in this Agreement be construed to limit RECIPIENT's
indemnification obligation or other liability under this Agreement. RECIPIENT's
indemnification obligation shall survive the expiration or earlier termination of this
Agreement until all actions against the Indemnified Parties for such matters indemnified
Revised 2124/21
55575.18100\33725641.1
are fully and finally barred by the applicable statute of limitations or, if an action is timely
filed, until such action is final. This provision is intended for the benefit of third party
Indemnified Parties not otherwise a party to this Agreement.
8. RECORDS AND REPORTS
8.1 Reports. RECIPIENT shall prepare and submit to the Contract Officer a
report concerning the performance of the Services required by this Agreement within 30
days of completion of the Services or upon expiration of this Agreement, whichever
occurs first. The report shall include all promotional materials developed for the
Programming and additional media and related items pertaining to the programming.
8.2 Records. RECIPIENT 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 Cost Records. RECIPIENT shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence pertaining to costs
incurred while performing under this Agreement. RECIPIENT shall make such materials
available at its offices at all reasonable times during the term of this Agreement and for
three (3) years from the date of final payment for inspection by City and copies shall be
promptly furnished to City upon request.
8.4 Financial Records. RECIPIENT shall provide to the City an Annual
Financial Report, including a balance sheet, income statement, and a description of the
RECIPIENT's operations prepared in compliance with generally accepted auditing
principles (GAAP) and certified by a licensed Certified Public Accountant no later than
eight (8) months following the close of RECIPIENT's fiscal year end on September 30,
2021 in addition to the Internal Revenue Form 990 to be filed within the same time
concerning the performance of the Services required by this Agreement within thirty (30)
days of completion of the Services or upon expiration of this Agreement, whichever
occurs first.
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
RECIPIENT 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
5 Revised 2/24/21
55575.18100\33 725641 1
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 RECIPIENT. 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.
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 RECIPIENT, 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
RECIPIENT or its successor, or for breach of any obligation of the terms of this
Agreement.
10.2 Conflict of Interest. RECIPIENT acknowledges that no officer or
employee of the CITY has or shall have any direct or indirect financial interest in this
Agreement nor shall RECIPIENT enter into any agreement of any kind with any such
officer or employee during the term of this Agreement and for one year
thereafter. RECIPIENT warrants that RECIPIENT 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 Aaainst Discrimination. In connection with its performance
under this Agreement, RECIPIENT shall not discriminate against any employee or
applicant for employment because of actual or perceived race, religion, color, sex, age,
Revised 2124/21
55575.18100\33725641.1
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"). RECIPIENT 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, RECIPIENT certifies that its actions and omissions hereunder shall not
incorporate any discrimination arising from or related to any prohibited basis in any
RECIPIENT 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 RECIPIENT is in full compliance with the provisions of
Palm Springs Municipal Code Section 7.09.040, including without limitation the
provision of benefits, relating to non-discrimination in city contracting.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or
communication that either party desires, or is required to give to the other party or any
other person shall be in writing and either served personally or sent by pre -paid, first-
class mail to the address set forth below. Notice shall be deemed communicated
seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
Either party may change its address by notifying the other party of the change of
address in writing.
To City: CITY OF PALM SPRINGS
City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
(760) 322-8362
To RECIPIENT: PALM SPRINGS ART MUSEUM
Louis Grachos, CEO
101 Museum Drive
Palm Springs, CA 92262
(760) 322-4849
11.2 Intearated Agreement. This Agreement contains all of the agreements of
the parties and supersedes all other written agreements.
11.3 Amendment. No amendments or other modifications of this Agreement
shall be binding unless through written agreement by all Parties.
11.4 Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable law. In the
event that any one or more of the phrases, sentences, clauses, paragraphs, or sections
contained in this Agreement shall be declared invalid or unenforceable by valid
7 Revised: 2124121
55575.18100\33 72 5641.1
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.
g Revised 2124121
55575, IM00\33725641.1
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
dates stated below.
"CITY"
City of Palm Springs
Date: -3 �� o��� B .
David H. Ready,h.D
City Manager
APPROVED AS TO FORM: ATTEST
By: BY
Jeyr,6y Z B Ilingef� +CMthony Mejia _3o Lv,
City Attorney City Clerk
"RECIPIENT"
Palm Springs Art Museum
Date: c-/ BY
bra Preston
Date:
Deputy Director, Administration &
Operations
Name
Title
APPROVED 13Y CITY COUNM
1N - j
9 Revised! 2124121
55575.18100\33725641 1
CALIFORULA ALURMPOSE ACIUIOWLEDCAUM CIVIL CODE § 118D
V[.V]I M3 Ak 14,lK. Q xNC<tt<A[<R`.e.C..C:�.e:ii'a �'x .`wtiti M/.'AMs!��/NN2. nli fR2 M,
A nottay public or other of cs =09% On cartfficsto verifim anTjr Vw der" of the ndwdusl wtlo agwd the
doamrerit m which 00 Mff=ft m attarJi and not the Mdrkdnem aoousgry� or v9ft of that dommint
stabs of Cefrfamia
County of
On
Dste
personally appeared
before me.
Here Insert Name and Title of the O1Froer
N-10N of Srg -0)
who proved to me on the basia of aafiafachuy evidence to be the person(s) whose name(a) ialare
cubacribed to the within inadrumtnt and acknowledged to me thin heJahivVwy executed the awne fn
hrolwwlt eu authoined capackfm). and that by hindlnedtheir signatures) on the instrument the pemon(s).
or the entity upon behalf of which the person(a) acted. executed the nrnatrur nent-
1 certify under PENALTY OF PS:LR Y under the laws
of the State of C-diforrnin that the foregoing paragraph
is true and correct_
WITNESS my hard and official seal.
Signature
Signetrne of Mbfvy Pr blk
Pkwa Notary Saul Above
OP 1ONAI
Though this section is optional. conWbtuV this infform bw can deter affendon of fhe document or
lrauddemt reatttaohmerd of #hfa form to an uranlernded document
Description of A#tnt" Dommertt
Title or Type of Document Doeumetit Date:
Number of Pages: Signer(a) Other Than Named Above:
Capacity(ies) Clatrned by Signers)
Signer's Name:
❑ Corporate Officer — Tdle{s):
❑ Partner — ❑ Limited ❑ General
❑ lndtvidual ❑ Attorney in Fact
❑ Truabae ❑ Gcordran or Conservator
n afhar
Signer Is Rep►eeenting:
aww s Name:
❑ Corporate Officer — TrM*Y
❑ Partner — ❑ fruited ❑ General
❑ Individual ❑ Attorney in Fad
❑ Tnrstee ❑ Guardian or Conservator
n CY&Wr:
Signer is Representing:
&M 4 Nabond Notary Asaocwtoon • wwN Nabo niff4 dwy arg * 1-600.- 9 NOTARY (1-8f1487i -W7) Item th5g07
10 Revised- 2/24121
55575,18100\33725641.1
EXHIBIT "A"
SCOPE OF SERVICES/WORK
PALM SPRINGS'
ART MUSEUM
January 27 2021
David H Ready, Esq Ph D
City Manager
Palm Springs City Hall
3200 E Tahquitz Canyon Way
Palm Springs, CA 92262
Dear David,
On behalf of Executive Director/CEO Louis Grachos and the museum s Board of Trustees, we are
extremely grateful to the City of Palm Springs for sponsoring Free Thursday Evenings at the Patin
Springs Art Museum during the past five years This cultural and promotional museum -city
partnership continues to be a popular success, engaging local residents, tourists, and downtown
restaurants and retail businesses to advance the economic vitality of Palm Springs
The Free Thursday Evemng attendance averaged 40,000 (with an average Thursday evening turnout
of 800) but the Museum has been dosed because of COVID-19 since March 15, 2020 and cannot
open until the state orders allow indoor facilities to operate with limited hours and attendance levels
We have been actively pursuing strategies to make the Museum available and accessible to the
community during this difficult period -- and are pleased that we will soon see, as outdoor exhibits, the
installation of the Aluminaire House in the Museums south parking lot (across the street from the 'Car'
sculpture which will be on loan to the City and sited across the street)
We would like to ask the City to continue support of the Museum at the $ 0,000 level that was
approved in the Public Arts Commission's budget, to enable us to provide virtual programming
during our shut -down, with a commitment to reaching a wider audience through various media
(translated Into Spanish where possible) Including virtual tours, lectures, and studio visits.
We hope to be allowed to reopen in late spring or early summer, and will continue this outreach
with free admission and free programs within the constraints of scheduling and budgets.
We are extremely grateful for the City's continuing partnership and investment in Palm Springs Art
Museum that so enriches the cultural life of the whole Coachella Valley We look forward to continuing
our work with you Please feel free to contact me at (760) 3224885 of gjQgagtt{d1Rjp1 eum.of4 with
any questions you may have.
Sincerely '
David Hodges
Associate Director of Development
4
PO Box 2310. 101 Museum Or1.+e Pain Springs, CA 92&3-23101760%IM4800 I Wo@psmuseu.n ag I psmuseumorg
E I Revised: 2124/21
55575.1810003725641.1
EXHIBIT "B"
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self -Insured Retentions, and
Severability of Interests (Separation of Insureds)
13 Revised: 2/24121
55575.18100\33725641,1
INSURANCE
1. Procurement and Maintenance of Insurance. RECIPIENT shall
procure and maintain public liability and property damage insurance against all claims
for injuries against persons or damages to property resulting from RECIPIENT's
performance under this Agreement. RECIPIENT 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. RECIPIENT 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 RECIPIENT'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:
1. Comprehensive general liability and personal injury with limits of at
least one million dollars ($1,000,000.00) combined single limit coverage per occurrence
and two million dollars ($2,000,000) general aggregate;
2. Automobile liability insurance with limits of at least one million
dollars ($1,000,000.00) per occurrence;
3. Professional liability (errors and omissions) insurance with limits of
at least one million dollars ($1,000,000.00) per occurrence and two million dollars
($2,000,000) annual aggregate is:
required
X is not required;
4. Workers' Compensation insurance in the statutory amount as
required by the State of California and Employer's Liability Insurance with limits of at
least one million dollars $1 million per occurrence. If RECIPIENT has no employees,
RECIPIENT shall complete the City's Request for Waiver of Workers' Compensation
Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement,
RECIPIENT'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,
14 Revised. 2/24121
55575. 18100\33725641.1
employees, agents, and volunteers shall be in excess of RECIPIENT'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 RECIPIENT provides claims made professional liability insurance,
RECIPIENT 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 RECIPIENT'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 RECIPIENT's services under
this Agreement. RECIPIENT shall also be required to provide evidence to City of the
purchase of the required tail insurance or continuation of the professional liability policy.
5. Sufficiency of Insurers. Insurance required in this Agreement shall be
provided by authorized insurers in good standing with the State of California. Coverage
shall be provided by insurers admitted in the State of California with an A.M. Best's Key
Rating of B++, Class VII, or better, unless otherwise acceptable to the City.
6. Verification of Coverage. RECIPIENT 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 RECIPIENT's insurers to provide
complete, certified copies of all required insurance policies at any time. Additional
insured endorsements are not required for Errors and Omissions and Workers'
Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General
and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an
acceptable Certificate of Liability Insurance Coverage with an approved Additional
Insured Endorsement with the following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees, and agents are named
as an additional insured..." ("as respects City of Palm Springs Contract No. It
or "for
any and all worm performed with the City" may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-
insurance the City may have..." ("as respects City of Palm Springs Contract No. " or
"for any and all work performed with the City' may be included in this statement).
3. "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.
15 Revised 2124121
55575.18100\33725641.1
4. Both the Workers' Compensation and Employers' Liability policies shall
contain the insurer's waiver of subrogation in favor of City, its elected officials, officers,
employees, agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named
the certificate holder on the policies.
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 RECIPIENT'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)
RECIPIENT 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. RECIPIENT 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.
16 Revised 2/24/21
55575,18100\33 725641.1