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A9078 - LIBCO INCORPORATED DBA MAGICAL HOLIDAY DESIGNS
DocuSign Envelope ID: D6545D98-7C9F-461B-B4D3-99378F601960 14th August DocuSign Envelope ID: D6545D98-7C9F-461B-B4D3-99378F601960 DocuSign Envelope ID: D6545D98-7C9F-461B-B4D3-99378F601960 8/14/2023 8/14/2023 DocuSign Envelope ID: D6545D98-7C9F-461B-B4D3-99378F601960 CONTRACT ABSTRACT 2 Originals: Agreement; 1 Original: Performance & Payment Bond and Insurance Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Libco Incorporated DBA Magical Holiday Designs Debbie Dunning, President Holiday Decoration Installation Services $123,450 Facilities: 5206570-40105 April 11, 2022 through April 10, 2025 Contract Administration Lead Department: Contract Administrator: Facilities Maintenance Staci Schafer Contract Approvals Council Approval: Resolution Number: Agreement Number: 4/7/2022 1J A9078 Contract Compliance Exhibits: Signatures: Insurance: Bonds: Yes Yes Yes N/A Contract Prepared By: Procurement and Contracting Submitted on: April 7, 2022 By: Brian Sotak-Rossman DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 3/30/2022 THIS CERTIFICATE IS ISSUED AS A MAITER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND ORAL TER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~~~~ .. Jodie Eshleman Quest Financial and Insurance Services I rlJgNJo Extl : (855) 857-9500 1~ . (AIC, No). 10574 Ravenna Road I ~6-'DAR"Ess: jodie@questfis.com 3ndFloor INSURER(S) AFFORDING COVERAGE NAIC# Twinsburg OH 44087 INSURER A: SCOTTSDALE INSURANCE COMPANY 52491 INSURED INSURERB : PROGRESSIVE CAS INS CO 24260 Libco Inc., dba MAGICAL HOLIDAY DESIGNS INSURERC : HARTFORD UNDERWRITERS INS CO 30104 11109 Armour Ave INSURERD : INSURERE: Beaumont CA 92223 INSURERF : COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . l'rf'~ TYPE OF INSURANCE INSD wvo POLICY NUMBER lr~~g~ lr~~Y,~ LIMITS ~ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s 1,000,000 t--tJ CLAIMS-MADE 00 OCCUR ~~~=~~cc~nce) s 100,000 t-- MED EXP (Any one person) $ 5,000 A y y CPS7430150 08 /11/2021 08/11/2022 PERSONAL & ADV INJURY $ 1,000,000 f-- GEN'LAGGREGATE LIMIT APPLIES PER : GENERAL AGGREGATE $ 2,000,000 q POLICY oo ~r8-r o LOC PRODUCTS-COM PlOP AGG $ 2,000,000 OTHER : $ AUTOMOBILE LIABILITY Eaacclden~ $ 1,000,000 K ANY AUTO BODILY INJURY (Per person) $ B ....:..::. OWNED ')( SCHEDULED y y 03954841-1 02/11/2022 08/11/2022 BODILY INJURY (Per accidenl) $ AUTOS ONLY -HIRED f.-=-~~1~gWNED (P~~~~c'identJAMA<.;t: AUTOS ONLY AUTOS ONLY $ -f--$ UMBRELLA LIAB ~OCCUR EACH OCCURRENCE $ 3,000,000 A "K EXCESS LIAB CLAIMS-MADE y y CXH000079 08/19/2021 08/11/2022 AGGREGATE $ 3,000,000 OED I I RETENTIONs $ ~ORKERS COMPENSATION KI~~~TUTE T TE"'R · f\ND EMPLOYERS' LIABILITY y 1 N ~!y PROPRIETOR/PARTNER/EXECUTIVE 0 NIA E.L. EACH ACCIDENT $ 1,000,000 c FFICERIMEMBER EXCLUDED? N y 45WECANICLW 09/07/2021 09/07/2022 Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under pESCRIPTION OF OPERATIONS below E.L . DISEASE -POLICY LIM IT s 1,000,000 55,000 A PRO PC y CPS7430150 08/11/2021 08/11/2022 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101 , Add iti onal Remarks Schedule, may be attached If more space is required) See ACORD 101 ' CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E. Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Jo~E~ I Palm Springs CA 92262 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 AGENCYCUSTOMERID: ____________________________________ _ LOC#: ______________ _ ADDITIONAL REMARKS SCHEDULE Page _1 ___ of 1 AGENCY NAMED INSURED Quest Financial and Insurance Services Libco Inc., dba MAGICAL HOLIDAY DESIGNS POLICY NUMBER CPS7430150, 03954841-0, CXH000079, 45WECAN1CLW CARRIER INAICCODE Scottsdale Ins Co . 41297, 117i EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate Of Liability Insurance Certificate holder is Additional Insured 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". 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. issuing company will mail 30 days written notice to the certificate holder should any of the described policies be canceled. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 )~SCOTTSDALE INSURANCE COMPANY ® ENDORSEMENT NQ. ___ _ ATTACHED TO AND ENDORSEMENT EFFECTIVE DATE FORMING A PART OF (12:01 A .P/1. STANDARD TIME) NAMED INSURED AGENT NO. POUCY NUMBER CPS7430 1 50 0$/11/202 1 ~1AGI CA L HQ LI D.II.Y DE S IGN S. 3 4 .010 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART With respect to this endorsement, SECTION II-WHO IS AN INSURED is amended to Include ·as an .additional in- sured any person or organization whom you ar~ required to add as an additional insured on this policy under a written contract, written agreement or written permit which must be : a. Currently in effect or becoming effective during the term of the policy ; and b. Executed prior to the "bodily injury ,n "property damage ," or "personal and adveriising injury." The insurance provided to these additional insureds is lim- ited as follows : 1. That person or organization is an additional insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused , in whole or in part, by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf. A person's or organization 's status -as an addi - tional insured under this endorsement ends when your operations for that additional insured are completed. 2. With respect to the insurance afforaed ta these additional insureds , the following exclusions are added to item 2. Exclusions of SECTION I- COVERAGES: This insurance does not apply to "bodily injury," "property damage" or "persOrial and advertising injury" occurring afte r: a. All work, including materials, parts or equip- ment furnished in connection with such work , on the project (other than service , mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted ; or b. That portion of "your work" out of whh:;h the in- jury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a part of the same p roject. 3: The limits of insurance applicable to the additional insured are those specified in the written contract , written agreement or written permit or in the Decla- rations for this policy, whichever is less . These lim- Its of Insurance ·are inclusive of, and not in addition to , the Limits of Insurance shown in the Declara- tions for this policy. 4. Coverage Is not provided for "bodily injury," "property damage," or "personal and advertising injury'' -arising out of the sole negligence of the additional insured. 5. The insurance provided to t11e additional insu red does not apply to "bodily Injury ," "property damage ," or "personal oand advertising injury'' arising out of an architect's, engineer's or surveyor's rendering of or failure to render ·any professional services including : Includes copyrighted material of ISO Properties, Inc., with its permission. Cepyright, ISO Properties , Inc., 2004 GLS-150s (7-06) Page 1 of 2 DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 a. The preparing, approving or failing to prepare or approve maps, shop drawings , opinions , re- ports . surveys, field orders, change orders or drawings and specifications: and b. Supervisory , inspection , architectural or engi- neering activities. 6. Any coverage provided hereunder will be excess over any other valid and collectible insurance avail- able to the additional insured whether primary, ex- cess, contingent or on any other basis unless a written contract specifically requires that this insur- ance be primary. When this insurance is excess, we will have no du- ty under SECTION 1-GOVERAGES to defend the additional insured against any "suit" if any other in- surer has a duty to defend the additional insured against that "suit." If no other insurer defends , we will undertake to do so. but we will be entitled to the additional insured's rights against all those other insurers. AUTHORIZED REPRESENTATIVE DATE Includes copyrighted material of ISO Properties , Inc., with its permission. Copyright, ISO Properties , In c., 2004 GLS-150s (7-06) Page 2 of 2 DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 COMMERCIAL GENERAL LIABILITY CG20011219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary : Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance ; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 011219 ©Insurance Services Office , Inc ., 2018 Page 1 of 1 DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 POLICY NUMBER : CP S 7 4 3 0 1 50 COMMERCIAL GENERAL LIABILITY CG24041219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance prov ided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): IU JY PERSON OR ORGANIZ AT ION vHTH WHO I-1 THE INSURED HAS AGRE E D TO WAI VE R I GHTS OF RECOVERY , P ROVIDED S UCH AGRE EF1ENT I S MADE IN WR I T I NG AND PRIOR TO THE LOSS. UNIT ED S TATE S Information required to complete this Schedule, if not shown above , will be shown in the Declarations . The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV-Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part . Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 041219 ©Insurance Services Office , Inc., 2018 Page 1 of 1 DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Certificate Holder QUEST FIN & INS SVCS 10574 RAVENNA RD 3 FL TWINSBURG, OH 44087 1-855-857 -9500 Certificate of Insurance PROGREIIIVE " COMMERCIAL Policy number: 03954841-1 Underwritten by : UNITED FINANCIAL CAS CO March 30, 2022 Page 1 of 2 ................................................................................................................................................................................................... Additional Insured CI1Y OF PALM SPRING 3200 E TAHQUITZ PALM SPRINGS , CA 92262 ~~.s.~~~.~ .................................................................................................... ~~.~ntj~~~P.~u~. ~.i .~~~. ~~?~~~ ................................................... .. LIBCO INC QUEST FIN & INS SVCS MAGICAL HOLIDAY DESIGNS 10574 RAVENNA RD 3 FL 11109 ARMOUR AVE TWINSBURG, OH 44087 BEAUMONT, CA 92223 This document certifies that insurance policies identified below have been issued by the designated insurer to the insured named above for the period(s) indicated . This Certificate is issued for information purposes only . It confers no rights upon the certificate holder and does not change, alter, modify, or extend the coverages afforded by the policies listed below . The coverages afforded by the policies listed below are subject to all the terms, exclusions, limitations, endorsements, and conditions of these policies. Policy Effective Date : Feb 11, 2022 Policy Expiration Date : Aug 11, 2022 Insurance coverage(s) Limits sooi·Lv ·INJ.uiiviPRoi,.ERiY ·oAMAGE · · · · · · ··· · · · ... · · · · · · · · ·f,-;O"oo;cioo ·caMsiNE·o· s1·N·GLE. ·LI.Mir · · · · · · · · · .. · · .. · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · .. . uNiNs·u·REoiLiN.DERi Ns·u·RED ·MoraR·Isi"· ................. 'f(cioo;cioo ·caMsiNE.D' siN·G·LE .. LI.Mii ................................................... .. ANYA.ura·s·aoi.LYiNjuRY/PROP.ERiY .6A.MAci ········'f(iioo;iioa ·caM8iNE ·o·si·N·G·LE .. LI.Mii ................................................... .. Description of LocationNehicles/Special Items ~~~~~~.~.~.~ .. ~~~·~·~· ~.~.1.¥. ....................................................................................................................................... . 2011 DODGE RAM 5500 ST/SLT 3D6WA7EL9BG61 0913 COMPREHENSIVE COLLISION 2003 DODGE RAM 2500 1 D7KU28643G776526 COMPREHENSIVE COLLISION $1,000 OED $3,500 OED $1 ,000 OED $3,500 OED 2012 DODGE RAM 5500 ST/SLT 3C7WDMBL6CG156642 COMPREHENSIVE $1 ,000 OED COLLISION $3,500 OED Stated Amount $22,500 Stated Amount $22,500 ............................................................................................................................................................................. 1999 FORD F550 SUPER DU1Y 1 FDAF56S6XEB25006 Stated Amount $22,500 til] Continueo DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 COMPREHENSIVE COLLISION $1,000DED $3,500 DED · Policy number: 03954841-1 Page 2 of 2 ' ............................................................................................................................................................................. 1999 SPCN TRAILER CA687994 1999 SPCN TRAILER CA602316 1999 SPCN TRAILER CA721307 ............................................................................................................................................................................. 2012 CARSON TRAILER 4HXHD182XYC019720 Certificate number 08922NET841 Please be advised that additional insureds and loss payees will be notified in the event of a mid-term cancellation. · Form 5241 (10/02) ·:· ' DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 3/30/22, 12:05 PM !Term Information Change Effective Date: Policy Term Libco Inc -03954841-1 Review Changes Premium Impact Important: Your change has not yet been submitted. If you need to make a correction to the changes listed below, please use the tabs provided above. 03/30/2022 02/11/2022 to 08/11/2022 Additionallnsured(s) Added Name/Address: City Of Palm Spring 3200 E Tahquitz Palm Springs, California 92262 Privacy Statement I Terms of Use I Contact Us I Site Map Copyright 1997-2022 Progressive Casualty Insurance Company. All rights reserved . https://sbr5.foragentsonly.com/c6/sbr00 1/web.aqar/CAReviewChanges.aspx?applicationContextl ndex=O&syncld=ed7 42cd9-6b51-4280-82ff-b2b44e 17... 1/1 DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 1 of 20 CONTRACT SERVICES AGREEMENT A9078 HOLIDAY DECORATION INSTALLATION SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on April 11, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Libco Incorporated DBA Magical Holiday Designs, a California Corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a licensed contractor, for holiday decoration installation services, (“Project”). B. Contractor has submitted to City a proposal to provide holiday decoration installation 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 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 2 of 20 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. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $123,450.00. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 3 of 20 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 for a period of 3 years, commencing on April 11, 2022, and ending on April 10, 2025, 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 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. DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 4 of 20 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: Debbie Dunning (name), President (title). It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The 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 provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 5 of 20 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: Debbie Dunning President 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the 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. 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, DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 6 of 20 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 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. DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 7 of 20 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the 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. DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 8 of 20 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (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. 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 DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 9 of 20 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: Magical Holiday Designs Attention: Debbie Dunning 11109 Armour Ave. Beaumont, CA 92223 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 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. DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 10 of 20 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 11 of 20 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND LIBCO INCORPORATED DBA MAGICAL HOLIDAY DESIGNS IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: 04/07/2022 Item No. 1J APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ Jeffrey S. Ballinger, Monique Lomeli, City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 4/7/2022 4/12/2022 Revised 2.9.22 Page 12 of 20 EXHIBIT “A” CONTRACTOR’S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 13 of 20 1.1 Scope of Work: A. Contractor shall furnish all necessary equipment, labor, and material necessary to install, maintain, remove, and store holiday decorations for a one-year period. B. All decorative lighting elements shall be installed, tested and operational no later than November 4th, 2022. The decorative lighting elements include the following: • 183 Shooting Stars • 98 5-Point Stars • 3 Skylines in various locations in the Downtown area • One 22’ Rotating Christmas Tree at Francis Stevens Park • a four-piece deer family at entrance to the City • 300’ of garland and lights in front of City Hall C. The locations for installation of the decorations shall be determined by the City and approved by the Contractor as to feasibility for installation. The City shall be responsible for securing any permission for installation from owners, lessees, lessors, State, and any other governmental authority. Contractor shall be allowed to install decoration hardware items, including but not limited to faceplates, cables, and anchor points within in a reasonable time prior to actual installation dates. All hardware items shall remain in place between seasons. D. City shall furnish adequate electrical power and suitable electrical connections as are customarily used in the electrical trade or required by Underwriter’s Laboratory within a reasonable area, not to exceed 20 feet of the decoration installation site. Contractor shall provide extension cords for distances greater than 20 feet. The City warrants that the final electrical connection supplied shall be suitable for the intended purpose and the City shall be responsible for payment for all electricity consumed by the decorations.. E. Compliance with regulations and permits: Contractor shall comply with or exceed all relevant statutes, codes, rules, and regulations as may be applicable to this contract and shall be responsible for securing any and all permits as required by the governing authority. The City shall reimburse the Contractor for only the actual cost of said permits. F. Contractor shall prior to installation, and periodically inspect and make necessary repairs including LED bulb replacements, rewiring, and socket replacement as needed. This will be done at the sole cost and expense of the Contractor. G. Contractor shall carry a generator and field test each decoration prior to hanging or installing. H. Contractor shall have access to a boom truck with a minimum 35-foot boom extension capacity. I. Contractor shall be responsible for all traffic control plans and devices as required to perform proper and safe installation. DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 14 of 20 J. Contractor shall respond to all observed failures and requests for service and correct any reported outages within 24 hours. K. Contractor shall remove and store all decorative element after January 15th, 2023 and/or at the conclusion of the Palm Springs International Film Festival, in a secure storage facility. L. Contractor will provide and show proof of storage facility for City inspection. M. Should the City not continue with the decorative lighting program in 2023, the Contractor will deliver all City owned equipment and materials to a City storage location determined by the Contract Officer. 1.2 Insurance Requirements: The Contractor shall meet all insurance requirements of the City, including but not limited to, the provisions of personal and property liability, including automobile coverage, and Worker's Compensation, in limits acceptable to the City. 1.3 License Requirement: 1. Be licensed in accordance with the Palm Springs Municipal Code, Chapter 3.40 through 3.96 entitled Business Tax; 2. Possess any other applicable license required in the performance of these services. 1.4 Term of Contract: The term of this contract will be for three years. 1.5 Option to Renew: At the sole discretion of the City, the Contract may be renewed for two one-year options or any portion thereof. If the City exercises its option to extend, the unit prices may be adjusted (decreased or increased) at the beginning of any such renewal period to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S. Bureau of Labor Statistics for the Riverside- San Bernardino-Ontario Areas. 1.6 Adjustment of Services: The City reserves the right to reduce or increase, or otherwise adjust the scope of services. 1.7 Pricing: 1. The pricing included in this Contract shall be firm for the first year. 2. The unit prices may be adjusted (decreased or increased) once a year to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S. Bureaus of Labor Statistics for the Riverside-San Bernardino-Ontario Areas. 3. The City will only pay for the items listed on the bid form, and permit and disposal fees. This does not include access to public utilities. Contractor must incorporate all of its costs in its unit bid prices, including but not limited to labor, supervision, project management, overhead, profit, onboarding training, travel, mileage, truck DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 15 of 20 charges, fuel charges, service call charges, parking, delivery, portal-to-portal charges, environmental fees, shop supplies and consumable incidental materials. The City will not pay for subcontractors, rental of equipment/tools, and purchase of materials/supplies unless the City authorized payment of the applicable items. 1.8 Payment: For all services which the Contractor is obligated to perform under this Contract, the City shall pay to the Contractor per the bid provided by Contractor and set out in Exhibit “A” of the Contract Services Agreement. 1.9 Invoicing: Contractor will submit an itemized invoice monthly. Billings must reference a purchase order number and shall indicate the unit (contract) price. Contractor will be paid for actual work performed which may or may not be equal to the purchase order amount. Contractor shall break out the line items on the invoice in accordance with the line items on the bid form. Contractor must provide back-up documentation for materials, subcontractor, rented equipment, permits, disposal and recycling fees. Invoices that are submitted with incorrect prices may be returned for correction before any payments to the contractor are authorized. It shall be the contractor’s responsibility to submit a correct invoice. The City shall not be responsible for payment until a correct invoice is received. The invoice shall be accompanied by receipts, dated, and signed by a City Employee, verifying the work was done. Invoices and receipts will be submitted to the Contract Officer for approval. All invoices are to be sent as one document, per month to: Facilities.Billing@palmspringsca.gov. DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 16 of 20 DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 17 of 20 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) DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 18 of 20 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 ___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 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 DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 19 of 20 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 Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting 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. DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 Revised 2.9.22 Page 20 of 20 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. DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 DocuSign Envelope ID: 9E151EA6-2ACB-4169-BC4D-A73E27CC8B22 QUEST FIN & INS SVCS 10574 RAVENNA RD 3 FL TWINSBURG, OH 44087 LIBCO INC MAGICAL HOLIDAY DESIGNS 11109 ARMOUR AVE BEAUMONT, CA 92223 Final Bill RECHWED JUL 112022 Office of the City Clerk #9078 PRW Ell/UE" COMMERC/AL UBCO INC Policy Number: 03954841-1 Unaerwnttea by United Financial Cas Co Date of Mailing: July 6, 2022 Policy Period. Feb 11, 2022 - Aug 11, 2022 Page 1 of 1 QUEST FIN 8 INS SVCS 1.855-857-9500 Online Service agent.prog ressive.com Customer Service 1-800-444-4487 Please note that you no longer have insurance with us, effective June 14, 2022. Your policy was canceled at your request. Please see your payment summary below for more information. If you've scheduled a payment, we've canceled it; please pay the amount due (if any). If you have questions about your cancellation, or would like to learn how to keep this policy or purchase a new one, please call your Agent. Policy premium for coverage until June 14, 2022 ............. I .... ......... $2,387.00 Late fee 20.00 Otherfees 107.04 Total $2,514.04 Total amount paid 3,638.04 ............................................................................................................. Total refund amount $1,124.00 Form 6269 (10/10)