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HomeMy WebLinkAboutA8634 - US AUCTIONSO,*ALM . iy V N "'roan° R�►se�eN� CONTRACT AE COMPANY NAME: US Auctions COMPANY CONTACT: Armando L. Camarena, Owner CONTRACT PRICE: NIA FUNDING SOURCE: NIA SUMMARY OF SERVICES: auctions services for the sale of surplus property owned by the City 4n /44� ,-?7-xr- rn� CONTRACT TERM: 1 Year, with option to renew at the consent of both parties LEAD DEPARTMENT: Facilities CONTRACT OFFICER: Staci Schafer CONTRACT COMPLIANCE: (PLEASE CHECK) ❑ EXHIBITS 0 NA ® INSURANCE CERTIFICATE ❑ NA ❑ PERFORMANCEIPAYMENT BONDS 10 NA COUNCIL/COMM REDEV AGENCY APPROVAL DATE: MINUTE ORDER/RESOLUTION NUMBER: AGREEMENT NUMBER: PREPARER'S INITIALS: PREPARER'S EXTENSION: NIA NIA i DATE PREPARED: 12/1/20 CONTRACT SERVICES AGREEMENT FOR AUCTION SERVICES WITH US AUCTIONS THIS AGREEM NT FOR CONTRACT SERVICES ("Agreement") is made and entered into on 0, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and US Auctions, a sole proprietorship ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires services to conduct auction services for the sale of surplus property owned by the City, ("Project'). B. Contractor has submitted to City a proposal to provide auction services, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Sco a of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated herein by reference (the "Services" or "Work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Com Hance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. Revised 5/1/2020 55575 18165\33497074 1 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 1.5 Surplus Property. All surplus property owned by the City and provided to the Contractor for sale at auction is as -is, where is. The City makes no warranty, guaranty or representation of any kind, expressed or implied, as to the condition, usability, value, merchantability, authenticity, or fitness for any purpose of the property offered for auction. Some or all items may have been declared unsafe in their present condition by a federal or state safety standard. It shall be the Contractor's responsibility to inspect and satisfy him or herself as to the details and conditions of the item offered before taking items to auction. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non -performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation. Contractor shall be compensated for the Services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A" by deducting the services from auction proceeds. At no time shall City remit payment to Contractor. 3.2 Method of Payment. Contractor shall remit payment to the City for any and all items sold at auction within twenty (20) business days of the conduct of each auction. Along with payment, Contractor shall provide to City an itemized breakdown of items sold, amounts paid for each item, and Services rendered. 3.3 Chanyes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession. 7 Revised: 5I112020 55575.1 S 165\33497074 1 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 Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor's performance and is one or more of the following: (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 Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect fora period of 12 months, commencing on , 202'D ,and ending on , 202�, 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 Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the 3 Revised: 5/1/2020 55575 18165\33497074.1 right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Armando L. Camarena, Owner. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition A ainst Subcontractine or Assi nment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor's work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, 4 Revised: 5/1/2020 55575,18165\33497074 1 unemployment insurance, and workers' compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel 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 Contractor by providing written notice to Contractor. Name: Title: Armando L. Camarena Owner 5.6 California Labor Code Re uirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. Revised: 51112020 55575 18165' x34971774 1 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor's liability for such claim, including the cost to defend, shall not exceed the Contractor's proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above -referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall G Revised: 5/112020 55575.18165\33497074 1 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. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor's performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Riizhts 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 Revised: 5/112020 55575 18165\33497074.1 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 _L ale Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non -prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non -Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor -in -interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. Revised: 51i12020 55575 18165\33497074 1 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Armando L. Camarena, Owner 130 East 91h Street Upland, CA 91786 909-982-6688 amando@usauctions.net 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 signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Similar Services. City reserves right to employ other contractors in connection with this Project or for the same or similar services provided in this Agreement. 9 Revised 5/1/2020 55575 18165\33497074 1 11.8 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] 10 Revised: 6/1/2020 55575 18 165\33497074 1 SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND US AUCTIONS IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: David H. Ready, PhD City Manager 6I+I 31MRS 1113 �117:7015 A Bye al in Yef eY . B City Attorney ATTEST By: �jftfiony Me3 '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. US AUCTIONS: 130 East 9'h Street Upland, CA 91786 Address Check one: V/ Individual _ Partnership _ Corporation By A%�j�i� G' • & ?1AZQ?q- By Signature (Notarized) Signature (Notarized) AMM BY C" MANAGER A 11 Revised: 5/1/2020 55575 18165\33497074 1 CMJFOM A ALLr MMME ACKNOlii'I.EDGIrM Ma. 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UVw to Repreeen imp: W014 Nd aid Notary Aasocisbm • wwiv.ttdc w*101ary orp • 1.800-W NOTARY O -80"78-Q827) Ibwn ti6B07 12 Revised. 511I2020 55575.18165133497074,1 EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 3 Revised: 5/1/2020 55575 18165\33497074.1 '*� ,i1yi Adctiionic May 16, 2020 Dan Martinez Fleet Manager City of Palm Springs 469 N. Civic Drive RE: Auction Proposal Mr. Martinez, US Auctions is a sole proprietorship, wholly owned by Armando Lopez Camarena. A certified Minority Business Enterprise registered and recognized by the California Public Utilities Commission and a certified Small Business registered and recognized by the State of California, Small Business Enterprise, Disadvantaged Business Enterprise, registered with DOT and certified by Metro Los Angeles. US Auctions is pleased to submit our Auction Proposal to you and the City of Palm Springs, to provide Auction Services and agrees to perform all services as listed. US Auctions one of the few independently owned auctions companies, with over 30 years of auction experience in the utility and powerline industry and customers such as SoCal Edison, City of Ontario, Long Beach Transit, County of San Bernardino, SoCal Gas Company, San Diego Gas & Electric, Southwest Gas, PG&E, etc., accepts City of Palm Springs, Morongo Basin Transit District. We thank you for the opportunity and consideration of our auction services and experience and look forward in working with you. Sincerely, a' o"`- Armando L Camarena CEO — US Auctions Certified Minority Business Enterprise — California PUC Certified Small Business — State of California O 909 982 6688 C 909 9211008 Armando@usauctions.net "Diversity, often contains the seeds of innovation" Quote Sylvester James Gates Jr. 14 Revised 511 2020 55575.18165\33497074 1 ��4uction� $. TABLE OF CONTENT A. Transmittal Cover Letter ......... ............................................. f S. Table of Contents.......... ........................ .............................. . C. Execuffw Summary ................................................................ D. IdentKication of Respondent... ............................................ .. 4 E. Subcontractors...................,.,.............................................. F. Personnel ....................... .... ..... .................................7 G. Understanding of Project .... .................................................... . 9 H: Licenses and Gertificalions ..................................................... 13 I. References....................................................................14 J. List of Representative Projects . ..... ...................................... 1 K Cost and Payment................................................................. 17 15 Revised: 511l2020 55575 1 S 165\33497074.1 C. EXECUTIVE SUMMARY Armando L. Camarena, owner of US Auctions, has been conducting auctions for over 31 years on behalf of cities, counties, state and federal agencies throughout the United States, opening auctions in Northern and Southern California, Wilmington, DE, Kansas City, MO, Dallas, TX, Atlanta, GA, and Chicago, IL. His vast industry knowledge as well as our auction experienced staff gives US Auctions a competitive edge in delivering the best on -site and simulcast on-line auction services in the industry. For over 100 years of combined experience, US Auctions has specialized in the transportation, preparation, remarketing, sale, and reporting of all utility and municipality equipment such as passenger vehicles and ATV's, pickups, vans, utility trucks, dump trucks, water trucks, vacuum trucks, fuel trucks, maintenance trucks, trailers, wheel loaders, dozers, backhoes, skid steers, skip loaders, aerial trucks, digger derricks, air compressors, forklifts, power generators, etc., US Auctions provides a platform of over 4 million readers and potential buyers and a database consisting of over 240,000 qualified buyers through Sandhills Global Publications which includes AuctionTime, Equipment Trader, Machinery Trader, Bid Spotter, HIBid, and Equipmentfacts just to name a few. US Auctions experience and ability to reach markets for all the eclectic categories of assets consigned and the unmatched transportation, re -marketing, preparation, inspection, appraisal, reporting and consulting services provided to our customers makes us the top choice for customers such as: County of San Bernardino, Pacific Gas & Electric, Southern California Edison, The Gas Company, San Diego Gas & Electric, Southwest Gas, Liberty Utilities, ACCO, W.A. Rasic Construction, and cities such as Riverside, Ontario and San Bernardino, It is our pleasure to propose and extend our well operated auction services to the City of Palm Springs. 1 fi Revised 511/2020 55575 18165-.33497074 1 D. IDENTIFICATION OF RESPONDENT US Auctions Armando L. Camarena, Owner Main Office: 130 East V1, Street — Upland, CA 91786. Office #: (909) 982-6688 Fax #: (909) 982-1499 www,usauctions.net armandoe-usauctions. net Company ownership. US Auctions is a sole proprietorship company founded by Mr. Armando L. Camarena on July 2005. Location of company offices. US Auctions Main Office (909) 982-6688 130 East 9th Street -- Upland, CA 91786. US Auctions Southern California Service Yard (5 + Acres) 1687 S Bon View Avenue - Ontario, CA 91761. US Auctions Northern California Service Yard (5 + Acres) 8826 Sparling Lane Road - Dixon, CA 95620. Number of employees both locally and nationally. US Auctions employs an average of 25 employees in 2 auction yards strategically located to better serve our customers in the State of California. Name, address, and telephone number of the vendor's point of contact. Marco Galvan, President US Auctions. 130 E 91r, Street — Upland, CA 91786. (909) 982-6688, marco(cr7.usauctions.net Revised 5/1/2020 55575.1816503497074 1 Company backgroundlh!story and why the vendor is qualified to provide the series described in this RFP. US Auctions was created as the result of the consignors` necessity for an auction company that would still provide the services of the conventional onsite auction but with all the marketing advantages of the internet in the early century. US Auctions was one of the first auctions to simulcast an onsite auction on the internet to allow buyers to bid from anywhere in the world where internet was available. Later, using the email service to market its sales all around the world and was one of the first auction houses to use drone assisted videos for advertising. US Auctions has always been in the forefront for the auction innovations and is the most experienced auction house when it comes to California ARB Diesel compliance, selling over 1200 diesel targeted units per year on behalf of several utility companies in California. Description of web services and use of web auction sites, if any, used by the vendor. US Auctions through Sandhills Global Publications and their websites visited by over 4 million readers and with a database consisting of over 260,000 prequalified buyers through their internet platforms which include Equipment Trader, Machinery Trader, TruckPaper, TractorHouse, Bid Spotter, HiBid, and Equipmentfacts just to name a few (Please visit: httgs://www.sandhiIIs.com/ourbrands for a complete list.) US Auctions online customer reach is unparallel. Length of time Contractor has been providing services described to the general public sector. Over 30 years and two companies, NAS and presently with US Auctions, both public auctions and both regulated by the California Department of Motor Vehicles DMV. E. SUBCONTRACTORS Identify specific subcontractors and the specific requirements of the RFP for which each proposal proposed subcontract will perform services. Benji's Transportation Services Ben Mercado - Sole Proprietor — (626) 523-6406 22807 Martin Street, Perris, CA. 92570 Miguels Flatbed Services Miguel Romero (626) 523-3373 Ben Mercado has been conducting transportation services for over 25 years, both for several auction companies in Southern California. He has knowledge of Is Revised: 511 r2020 55575 18165\33497074.1 the specific needs for all the garages for the various cities, counties, state and Federal agencies here in Southern California. They are approved contractors for Southern California Edison, The Gas Company, Southwest Gas of Las Vegas and Sempra Utilities. Benji's Transportation Services currently has 3 employees. Mercado Transportation Service Bank of record is Bank of America. He does not have a Dun & Bradstreet number. F. PERSONNEL Armando Camarena, Owner - US Auctions, Licensed Retail Dealer, has over 30 years auction experience in sales, sales management, procuring government contracts, establishing forms/procedures relevant to auction systems, coordinated with forms relating to CARB units from buyer to completed documents for consignors, coordinated with IT development contractors in conducting on -site and online auctions since 1988. Mr. Camarena has opened auction facilities in Northern and Southern California, Kansas City MO., Wilmington, DE., Kansas City MO., St. Louis MO., Chicago IL., and Dallas TX. This involved leasing auction property with Real Estate Broker's. Interviewing, hiring and training new employees to perform day to day auctions duties. Instructing new employees on day to day auction functions. Instructing new employees on online and offsite auction advertising on behalf of local clients. He has made presentations on do's & don'ts in the auction process to CAPPO California Association of Public Purchasing Officers and EUFMC Electric Utilities Fleet Manger's Conference in Williamsburg Virginia. He has worked appraising vehicles, planes, jewelry, sailing yachts, and many other items for the USMS (United States Marshals Service) and the United States Postal Inspection Service's in Los Angeles, Pasadena, San Bernardino and Kansas City, MO. He has also testified as an expert witness on behalf of Federal Bureau of Investigation. Marco Galvan, President — US Auctions. Mr. Galvan has worked in the auction industry beginning in June 1990. For over 28 years he has developed experience in facilities, vehicle inventory, transportation, storage, maintenance, DMV procedures, auction coordination, sales, remarketing, reporting, customer service, accounts management, appraisal and inspection, former Executive Vice - President. Mr. Galvan specializes in utility powerline equipment and is the account manager for Southern California Edison, Southwest Gas, San Diego Gas & Electric, The Gas Company, Liberty Utilities, ACCO, WA Rasic Construction, etc. Since August of 2005 Mr. Galvan has overseen all auction areas, from day to day ,7 Revised 5. 1'2020 $5575.18165\33497074 1 auction yard operations to sales and remarketing campaigns, complete auction operations, on-line, on -site and off -site sales. Jason Camarena, Vice President - US Auctions, Jason manages all advertisement including print, email, online, and social media publications including Facebook and Twitter accounts. He is responsible for all California ARB compliance documentation. Jason has been being working with US Auctions since 2006 and has utilized current online marketing strategies thru Sandhills Global Publications. Jason ensures that all items submitted for auction are advertised properly. Stacy Long, Office Manager — US Auctions, Mrs. Long supervises all office functions such as accounting, transportation and inventory control. Stacy has been employed with US Auctions since 2008. Stacy communicates with all consignors regarding transportation schedules and pickup requests and coordinates transportation on a daily basis. Kim Doeppel — DMV Specialist, Vehicle Verifier, Oversees all aspects of the transfer of ownership process and release of liability. Ensures that all titles received are matched with current auction inventory. Alex Galvan, Supervisor of Yard Services — US Auctions, supervises all yard personnel on the day to day operations and prepares all units for auction. Ensures that all property submitted for auction is logged in correctly and is entered in the auction database. Alex has worked in the auction industry since 2000, previously employed with Universal Auction Systems. Responsible for all yard staff. G. UNDERSTANDING OF SERVICES Scope of Services US Auctions, herein referred as USA, provides to its current customers, and will provide City of Palm Springs with the following services. A. USA conducts an average of 16 auctions a year in the State of California including 12 in Southern California. To serve the City of PALM SPRINGS, vehicles, equipment, and surplus inventory will be transported, prepared, advertised and auctioned at our Southern California yard located in Ontario, CA. The auctions are open to the general public and simulcast online through Sandhills Global Publishing (MachineryTrader, TractorTrader, Equipmentfacts.com, AuctionTime, HiBid, Bid Spotter, etc). a. USA holds auctions at a minimum of one monthly sale per month in Southern California. These auctions are open to the general public and no fee are charged for parking, admission, registration or participation as a potential buyers. 20 Revised 511 '2020 5 5 5 7 5. l 8 l 6513 349 7074 1 b. All sales are made to the highest bidder and the proceeds are collected in the form of cash, cashier's check, money order, check accompanied by a bank letter of guarantee, bank deposit, and/or wire transfer. c. USA requires a valid form of I.D. bidders and a binding contract to identifying bidder number is signed non-payment. When selling a unit collected as well as the highest bid, is placed to prevent non-payment. to effectively recognize all potential honor all purchases made with the free of charge to prevent or minimize with a high value, a backup bid is For internet buyers a credit card hold d. USA currently holds a State of California Resale Permit to collect and remit all applicable sales taxes from retail buyers and to collect and maintain reseller's permits from all resale or tax-exempt buyers. e. USA complies with all provisions of the State of California Uniform Commercial Code "Bulk Sales" laws. USA maintains a valid DMV Retail License with the corresponding bond and/or bonds required by the Department of Motor Vehicles. f. USA websites allows for pre -bidding, absentee bidding, and real time bidding at any time until each lot is sold by the auctioneer. g. USA websites are currently user friendly and is only a few days from launching and even friendlier and innovating website to better serve all our buyers and sellers with the latest website technology. h. USA websites are secured to protect USA, seller's and buyer's information. USA conducts sales of Federally seized assets on behalf of the U. S. Marshal, FBI, DEA, ATF, US Postal Investigation Service and several other law enforcement agencies which require the most complex cyber security procedures. USA provides website upgrades and all necessary IT support at no additional cost to our consignors and will notify CIITY OF PALM SPRINGS of any upgrades. j. USA will provide all necessary training and support to CDWD staff to use the auction site at no cost to CITY OF PALM SPRINGS. k. Online bidders and CITY OF PALM SPRINGS will be provided with customizable email alerts and notifications on bid confirmations, out -bid notifications, and bid -award notifications along with payment instructions. 21 Revised 5/1 2020 55575 19165\33497074 1 USA is customizable and allows several options including the ability to add consignor logos. m. USA has the ability to provide several online pre -auction and post - auctions reports including status, sales and pending sales. n. USA website has the ability to upload CITY OF PALM SPRINGS 's terms, conditions, policies, and any disclaimers and will ensure that bidders agree to them before bidding is allowed, as deemed necessary by CITY OF PALM SPRINGS. PROPOSED AUCTION PROCESS Transportation and Storage USA upon receipt of a surplus inventory pickup request list containing at a minimum CITY OF PALM SPRINGS asset's unit #, year, make, model and vinlserial number will coordinate transportation from CITY OF PALM SPRINGS 's Palm Desert & Coachella garages to USA's auction yard in Ontario, CA within 48 hours of receipt. USA will coordinate the transportation and storage of all running or non -running units at any time throughout the year. If any asset is too big to cost-effectively transport, then it will be sold "In absentia" with all descriptions and pictures from the auctions site. Once surplus inventory is received and secured at our auction facility with capacity for over 500 auction units, USA staff will complete an inspection form which is then entered in our database for immediate inventory control. All property is secured from damage and vandalism. If a unit is not sold during an auction it will be stored and entered the next available auction at no charge to CITY OF PALM SPRINGS. Pre -Auction Preparation All the surplus inventory is subject to the following preparation prior to auction if applicable: • A vehicle inspection form is completed and if applicable, a safety inspection is performed. • Decommission, removal of exempt plates (Returned to CITY OF PALM SPRINGS), identifying logos and unit numbers will be removed and trash will be removed. • Smog test and drive cycle is completed if required. • Interior/exterior will be vacuum and washed. • Lot # tag, As -Is Form and Vehicle History Report are affixed. • Title and necessary transfer documents are reviewed. Revised 5/1/2020 55575.18165'-.33497074.1 Advertising and Marketing USA conducts aggressive marketing strategies to potentially reach over 4 million viewers and maximize the value of the assets offered for auction. Advertising includes date, time, and location of the next scheduled auction. These strategies include: • Advertising in major newspapers and magazines • Printed advertising such as flyers and brochures • Email blast to a growing buyer database • Internet advertising through Mach ineryTrader, TractorHouse, TruckPaper, MarketBook, Equipmentfacts, TruckLocator, etc. • Website advertising of all surplus inventory including assets valued at $5,000 or more. The lots will include pictures, description and condition of the asset. Auction and Inspection The auction facilities are open to the public up to 48 hours prior to the scheduled auction. At this time inspection is conducted by the potential buyers. Admission, parking, bidder registration and catalogs containing each lot Vs, descriptions, and all relevant information is also made available at no charge. Security and staff personnel is available to assist the potential buyers during the inspection hours from 8:00am to 4:00pm. Inspection is also available from 7-00am to 9-00am the day of the auction with the auction commencing at 9:00am. The auction is conducted by a licensed auctioneering staff and it is conducted live onsite and simulcast through our online platforms allowing bidders from around the world to bid against onsite buyers at the same time thus maximizing the sale price of the lots offered for auction. When the auctioneer sells a lot, the highest bid price and buyer number is entered with a computerized wireless auction system that allows buyers to pay for their purchases immediately after the award of bid. An auction invoice is created for every successful buyer, and once complete payment is received, keys and DMV documents are completed and signed to transfer ownership and the unit is then released to the buyer. If not paid in full on auctions day, the buyer must leave a 25% deposit and return no later than 4:00pm on the second business day following the auction. The buyers are allowed 5 business days to remove their purchases form the facilities. Once the necessary document to transfer ownership are completed, a "Release of Liability" is also submitted to DMV on the first business day following the auction. CITY OF PALM SPRINGS employees, officers, and agents of the contractor will not be allowed to bid on CITY OF PALM SPRINGS property. CITY OF PALM Revised: 511 /2020 55575.18165\33497074 1 SPRINGS reserves the right to set a minimum reserve price on certain items as required. Post -Auction and Reporting Once the auction is completed the auction yard is cleared of any bidders and only those successful buyers with a paid receipt are allowed in the yard to remove their purchases. USA complies with all DMV outlined procedures including: • Transfer of Title and Ownership • Federal As -Is Form • Bill of Sale • Release of Liability • Vehicle History Report • Smog Test • Temporary Plate Program (January 1st, 2019) • Car Buyer Bill of Rights For our consignors, a preliminary auction report is available on the first business day following the auction. The report contains the consignor's unit #, description, lot number, and highest bid price. Within 20 business days after the auction, Proceeds and a Final Auction Sales Summary which includes CITY OF PALM SPRINGS 's unit #, description, lot #, serialNlN number, highest bid price, auctioneer commission, service fees and net proceeds will be sent to CITY OF PALM SPRINGS along with a Buyer Information Report containing the buyer number and buyer information for each unit sold on behalf of CITY OF PALM SPRINGS. The books, records, documents, and accounting practices and procedures are subject to inspection, examination and audit by the District. H. LICENSES AND CERTIFICATIONS US Auctions currently maintains the following licenses and certifications: • Retail Sales License — Department of Motor Vehicles. • Wholesale License — Department of Motor Vehicles. Salesperson Licenses — Department of Motor Vehicles. • Resale License — State Board of Equalization. • Business License — City of Upland, City of Ontario. 24 Revised- 511-2020 55575 18165'-.33497074 1 • Vehicle Verifier License — Department of Motor Vehicles. • Minority Business Enterprise — CPUC. • Small Business — State of California. • Auctioneering License — NAA, CSAA and SCAR. I. REFERENCES a. Southern California Edison Annual sales 5 million plus Per year. Customer since July 2005. Current contract expiration date: September 2023. Contact Person: Lee Ann Narasky - (909) 292-7015 — Lee.naraskya-sce.com Disposal of all assets, passenger cars, trucks, SUV's, construction equipment, aerial trucks, insulator washers, fuel trucks, water trucks, crane trucks, truck tractors, trailers, vacuum trucks, dump trucks, loaders, backhoes, dozers, scrapers, landscaping equipment, etc. b. San Diego Gas & Electric Annual sales $3 - $4 million per year. Customer since July 2005. Current contract expiration date: July 2023. Contact Person: Sherry Shafiei - (858) 653-3101 sshafiei aO.semprautilities.com Disposal of all assets, passenger cars, trucks, SUV's, construction equipment, aerial trucks, insulator washers, fuel trucks, water trucks, crane trucks, truck tractors, trailers, vacuum trucks, dump trucks, loaders, backhoes, dozers, scrapers, landscaping equipment, etc. c. The Gas Company Annual sales $4 - 5 million per year. Customer since July 2005. Current contract expiration date: July 2023. Contact Person: Nick Soar - 323 313-7682 — NSoar sem rautilities.com Disposal of all assets, passenger cars, trucks, SUV's, construction equipment, aerial trucks, insulator washers, fuel trucks, water trucks, crane trucks, truck tractors, trailers, vacuum trucks, dump trucks, loaders, backhoes, dozers, scrapers, landscaping equipment, etc. d. City of San Diego Revised: 511 2020 55575.18165'.33497074.1 Y Annual sales $2 - $3 million per year. Customer since 2016 Contract expiration date: October 2021. Contact Person: Thomas Sawade — (619) 236-6158 — tsawadeCasandiego.gov Disposal of all cities motorized assets, atv's, watercraft, passenger cars, trucks, police vehicles, SUV's, electric vehicles, vacuum trucks, refuse trucks, dump trucks, truck tractors, trailers, backhoe's, dozers, scrapers, landscaping equipment, etc. e. City of Ontario Annual sales $1 million plus per year. Customer since 2005 Contract expiration date: October 2022. Contact Person: Lilyan Villareal — (909) 395-2016 — LvillarealCcD-ontarioca.gov Disposal of all cities motorized assets, passenger cars, trucks, police vehicles, SUV's, electric vehicles, vacuum trucks, refuse trucks, dump trucks, truck tractors, trailers, backhoe's, dozers, scrapers, landscaping equipment, computers, compressors, generators, forklifts, etc. J. LIST OF REPRESENTATIVE PROJECTS List of representative projects undertaken by Respondent in the last 5 years demonstrating experience in each category of the project. • County of San Bernardino, representative of contract experience in each category of this project. • Southern California Edison, representative of contract experience in each category of this project. • City of Ontario, representative of contract experience in each category of this project. • San Diego Gas & Electric, representative of contract experience in each category of this project. • City of Santa Barbara, representative of contract experience in each category of this project. • City of San Diego, representative of contract experience in each category of this project. 3n Revised 5/1/2020 5 55 75.18165'..33497074 1 • City of Bakersfield, representative of contract experience in each category of this project. • Southwest Gas, representative of contract experience in each category of this project. • Liberty Utilities, representative of contract experience in each category of this project. • City of Oakland, representative of contract experience in each category of this project. The above listing represents a partial listing of current accounts, which USA have done business with in the past 5 years. K. COST AND PAYMENT Contractor must provide a fee schedule detailing charges to the buyer and/or seller of property. The Contractor is to make full payment to the City no later than twenty (20) working days from the date of the auction. Payments will include a statement showing line item detail for each vehicle, piece of equipment, or lot sold. All auction proceeds and fees attributable to each specific vehicle, piece of equipment, or lot sold will be listed in the line item detail. Fees attributable to unsold property will not be deducted from payments to the City until after the property has been sold. US Auctions will charge the following rates for cost of services to the City of Palm Springs, to be retained from total gross sales: a. 0 % Commission - Passenger Vehicles, light, medium and heavy-duty trucks. b. 0 % Commission — Construction Equipment, Trailers. c. 0 % Commission -- Miscellaneous surplus property. d. $ 0.00 — Advertising & Marketing. e. $ 0.00 — Interior/Exterior wash & vacuum. f. $ 0.00 — Smog/Safety Inspection. g. $ 0.00 — Decommission & Delogo. h. $ 0.00 — DMV Transfer of Ownership & Release of Liability. 3n Revised 5/1/2020 55575 18165-, 33497074.1 L $ 0.00 — Storage. j. $ 0.00 — Vehicle History Report. k. $ 0.00 — Drive Cycle. I. $ 80.00 —Transportation of vehicle up to 1-ton m. $100.00 — Transportation of units in excess 1 — ton and above US Auctions will charge each buyer a 'Buyers Fee' of 15.5%. This amount will not be changed without the prior written consent of the City. No Other fees, charges or costs will be changed by US Auction to City or any purchasers. The City reserves the right to put a reserve price on any unit it deems necessary. For such sales, US Auctions will enter the following language 'This unit to be sold upon consignor approval'. 29 Revised. 5H+2020 5 5 5 7 5.18165 \3 349 7074 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) 29 Revised 5/1/2020 55575.1816503497074 1 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials. officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this 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 is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 30 Revised. 511 /2020 55575.18165\33497074.1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverne. If Errors & Omissions Insurance is required. and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coveralze. Contractor 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 Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. _ " or 'for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No._ " or ' for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 1 Revised. 5/1/2020 55575.18165133497074.1 D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (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) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self -insured retention under the policy. Contractor guarantees payment of all deductibles and self -insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 37 Revised 511 2020 55375.18165\33497074 1