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HomeMy WebLinkAboutA9107 - TOWNSEND PUBLIC AFFAIRS, INC. CONTRACT ABSTRACT Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Townsend Public Affairs, Inc. Christopher Townsend Grant Writing and Legislative Advocacy $69,000 1 year with 2 one-year options Contract Administration Lead Department: Contract Administrator: Assistant City Manager Teresa Gallavan Contract Approvals Council/City Manager Approval Date: Minute Order/Resolution Number: Agreement Number: TBD Contract Compliance Exhibits: Signatures: Insurance: Bonds: Business License: √ √ √ n/a √ Contract prepared by: Kim Baker Submitted on: 4.20.2022 By: Kim Baker DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF CONTRACT SERVICES AGREEMENT A9107 GRANT WRITING AND LEGISLATIVE ADVOCACY SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on May 16, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Townsend Public Affairs Inc., Inc., 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 Grant Writer and Legislative Advocate. B. Contractor has submitted to City a proposal to provide grant writing and legislative advocacy, 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. CONTRACT OR 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. 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. DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF 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 $69,000 for the initial term based on a flat monthly retainer. 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 monthly retainer fee 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. 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 DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF 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 one year with two one-year options, commencing on upon issuance of a Notice to Proceed and ending on one year later, unless extended by mutual written agreement of the Parties to exercise the options. 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. 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: Christopher Townsend, President. 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. DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF 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 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, 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: Christopher Townsend President Cori Takkinen Vice President Sean McReynolds Senior Associate Ben Goldeen Federal Advocacy Manager Alex Gibbs Grants Manager Anastasia Heaton Associate Carly Shelby Legislative Associate DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF 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, 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 DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF 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. 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. DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF 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. 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. DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF 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 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: Townsend Public Affairs Inc. Attention: Christopher Townsend, President 1401 Dove Street, Suite 330 Newport Beach, CA 92660 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 DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF 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. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND TOWNSEND PUBLIC AFFAIRS INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________ By: _____________________________ Signature Signature (2nd signature required for Corporation) Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. ________ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ Jeffrey S. Ballinger, Anthony Mejia, 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: DF16B212-E16A-4ED8-82A2-435ED073F4EF 5/17/2022 5/19/2022 1D05/12/2022 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF SCOPE OF WORK 1.1 Background: The City provides a wide variety of services to its citizens on a daily basis. Budgets are stretched thin to provide these services and therefore there is always a need to locate outside funding through grants to allow Departments to do even more for it’s citizens. The Contractor will provide a critical role in identifying the needs, locating the funding sources and providing assistance to the City i n obtaining available funding that will bring the most value to the City. 1.2 Scope: A. Strategic Planning/Needs Assessment 1. The Contractor shall provide an experienced team that will work with City preferably for term of contract. 2. The Contractor will meet with the City team and review Capital Improvement Plan and other strategic planning documents to identify funding needs and project scopes. B. Identify, Research, Monitor Funding Opportunities 1. The Contractor will identify best projects, those likely to be most competitive for grant award. 2. The Contractor shall research funding opportunities at county, state and federal level as well as from private grant entities that align with City’s strategic needs. 3. The Contractor will provide an understanding of the grant application process with ability to answer questions clearly and thoroughly. 4. The Contractor will provide monthly report on grant opportunities available and grant applications submitted and their status throughout the life of the grant. C. Grant Application Development & Submittal 1. The Contractor shall prepare and submit grant applications. 2. The Contractor will prepare/gather demographic information, statistics, and collateral material such as letters of support to tell a complete story of our community need. 3. The Contractor will use its most qualified resources in writing successful grants for City departments including but not limited to Parks & Recreation, Libraries, Engineering/Public Works/Transportation, Airports, Public Safety (Fire and Police), Community & Economic Development, Planning, and Sustainability & Recycling. 4. The Contractor will present grant applications to entities for funding such as Caltrans, Southern California Associated Governments (SCAG), Riverside County Transportation Commission (RCTC), state & federal funding for transportation and active transportation grants, Proposition 68 funding, the Land Water and Conservation Fund, and other state/federal parks funds, the California State Library, National Endowment of the Arts and other arts funding sources. DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF 5. The Contractor will offer expert advice on how to determine outputs, outcomes, and measure of success as required in most grant applications. 6. The Contractor will offer expert advice on how to make grant applications as competitive as possible. 7. The Contractor will be available for meetings with staff and stakeholders to facilitate grant development. 8. The Contractor will develop timelines and work with staff to ensure team meets grant deadlines and submits complete and competitive applications. D. Advocacy and Follow-up 1. The Contractor will advocate for funding after grant application submitted by contacting legislators and/or officials. 2. The Contractor will prepare any requested follow-up materials. 3. The Contractor will assist with post-award administration and compliance. 4. For unsuccessful applications, the Contractor shall conduct a briefing with awarding agency to learn how application could be improved in the future. E. Legislative Advocacy Services The Contractor will provide occasional legislative advocacy services to include: 1. Develop legislative strategy for specific agenda items 2. Organize advocacy visits 3. Prepare materials 4. Lobby for legislation 5. Provide regular status updates to client 6. Prepare and file applicable lobbying disclosure reports F. Compensation: Work will be compensated on a flat monthly retainer rate basis. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF 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: DF16B212-E16A-4ED8-82A2-435ED073F4EF 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 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 DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF 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, 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. 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. DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF 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: DF16B212-E16A-4ED8-82A2-435ED073F4EF SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY $ $ CA License #0691071 Bannister & Associates Insurance Agency Cert ID 11669 3200 E. Tahquitz Canyon Way Continental Casualty Company 20443 Nationwide Mutual Insurance Co 23787 Oak River Insurnace Company 34630 Beazley Insurance Company 37540 04/12/2022 1401 Dove Street, Suite 330 Y 08/31/2021 08/31/2022B 6074573560 B Professional Liability 305 17th Street kerry@bai-ins.com Y Y Y 05/01/2022 05/01/2023 Y ACP 3048752757 A A C D X X X X Kerry Wakely Huntington Beach CA 92648-4209 Palm Springs CA 92262 Newport Beach CA 92660 (714) 536-6086 (949) 399-9050 (714) 536-4054 X X X X 1,000,000 300,000 1,000,000 1,000,000 1,000,000 5,000,000 5,000,000 10,000 2,000,000 08/31/2021 08/31/2022B 6074573557 07/01/2021 07/01/2022TOWC224428 See Prof'l L 10,000 1,000,000 2,000,000 2,000,000 City of Palm Springs The City of Palm Springs, its officials, employees, and agents are named as additional insureds with respects general and auto liability policy limits. Primary and non-contributory wording applies with respects general and auto liability policy limits. Waiver of subrogation applies with respects general, auto, and liability policy limits. 30-day notice of cancellation for underwriting reasons and 10-day notice of cancellation for non-payment of premium will be sent in the event of company election. Townsend Public Affairs, Inc. Limit (each claim): 08/31/202208/31/2021W301DF210101 Retention: $5,000 Limit (aggregate): 4,000,000incl Personal/Adv injury Page 1 of 1 DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF Policy Number: B 6074573557DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF Policy # ACP 3048752757 COMMERCIAL AUTO AC 70 06 03 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO PROTECTION - PLATINUM This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SUMMARY OF COVERAGES A.Effect of This Endorsement B.Newly Acquired of Formed Entities C.Employees as insureds – Nonowned Autos D.Additional Insured by Contract, Permit or Agreement E.Supplementary Payments – Bail Bonds F.Supplementary Payments – Loss of Earnings G.Personal Effects and Property of Others Extension H.Prejudgment Interest Coverage I.Fellow Employees J.Hired Auto Physical Damage K.Temporary Substitute Autos – Physical Damage Coverage L.Expanded Towing Coverage M.Auto Loan or Lease Coverage N.Original Equipment Manufacturer Parts – Leased Private Passenger Types O.Deductible Amendments P.Expanded Transportation Expense Q.Extra Expense – Stolen Autos R.Physical Damage Limit of Insurance S.New Vehicle Replacement Cost T.Physical Damage Coverage Extensions U.Business Income and Extra Expense Coverage V.Transfer of Rights Of Recovery Against Others To Us W.Section IV – Business Auto Conditions – Notice of and Knowledge of Occurrence X.Hired Car Coverage Territory Y.Emergency Lockout Z.Cancellation Condition AC 70 06 03 16 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 7 with its permission DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF COMMERCIAL AUTO AC 70 06 03 16 A.EFFECT OF THIS ENDORSEMENT Coverage provided under this policy is modified by the provisions of this endorsement. If there is any conflict between the provisions of this endorsement and the provision(s) of any state- specific endorsement also attached to this poli- cy, then the provision(s) of the state-specific endorsement shall apply instead of the provi- sions of this endorsement that are in conflict, but only to the extent of the conflict, and only to the extent necessary to bring such provisions into conformance with the state requirement(s) contained in the provision(s) of the state-specific endorsement. B.NEWLY ACQUIRED OR FORMED ENTITIES The Named Insured shown in the Declarations is amended to include any organization you newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain ownership or majority (more than 50%) interest; if there is no other similar in- surance available to that organization. Coverage under this provision is afforded until the 180th day after you acquire or form the organization or the end of the policy period, whichever is later. C.EMPLOYEES AS INSUREDS – NONOWNED AUTOS The following is added to paragraph A.1. Who Is An Insured of SECTION II – COVERED AUTOS LIABILITY COVERAGE: d.Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your per- sonal affairs. D.ADDITIONAL INSURED BY CONTRACT, PERMIT OR AGREEMENT The following is added to A.1. Who Is An In- sured of SECTION II – COVERED AUTOS LIABILITY COVERAGE: Any person or organization that you are re- quired to name as an additional insured in a written contract or agreement that is executed or signed by you prior to a “bodily injury” or “property damage” occurrence is an “insured” for Covered Auto Liability coverage. How- ever, with respect to covered “autos”, such person or organization is an insured only to the extent that person or organization qualifies as an “insured” under A.1. Who is an Insured of SECTION II – COVERED AUTOS LIABILITY COVERAGE: If specifically required by the written contract or agreement referenced in the paragraph above, any coverage provided by this endorsement to an additional insured shall be primary and any other valid and collectible insurance avail- able to the additional insured shall be non- contributory with this insurance. If the written contract does not require this coverage to be primary and the additional insured’s coverage to be non-contributory, then this insurance will be excess over any other valid and collectible insur- ance available to the additional insured. E.SUPPLEMENTARY PAYMENTS – BAIL BONDS Supplementary Payments of SECTION II – COVERED AUTOS LIABILITY COVERAGE is revised as follows: (2)Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) re- quired because of an “accident” we cover. We do not have to furnish these bonds. F.SUPPLEMENTARY PAYMENTS – LOSS OF EARNINGS Supplementary Payments of SECTION II – COVERED AUTOS LIABILITY COVERAGE is revised as follows: (4)All reasonable expenses incurred by the “in- sured” at our request, including actual loss of earnings up to $1,000 a day because of time off from work. G.PERSONAL EFFECTS AND PROPERTY OF OTHERS EXTENSION 1. The Care, Custody or Control Exclusion of SECTION II – COVERED AUTOS LIABILITY COVERAGE, does not apply to "property dam- age" to property, other than your property, up to an amount not exceeding $500 in any one "acci- dent". Coverage is excess over any other valid and collectible insurance. 2.The following paragraph is added to A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE: c.We will pay up to $1,000 for your prop- erty that is lost or damaged as a result of a covered “loss”, without applying a deductible. Coverage is excess over any other valid and collectible insur- ance. Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc. AC 70 06 03 16 with its permission DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF COMMERCIAL AUTO AC 70 06 03 16 H.PREJUDGMENT INTEREST COVERAGE The following paragraph is added to SECTION II – COVERED AUTOS LIABILITY COVERAGE, 2.Coverage Extensions, a. Supplementary Payments: (7) Prejudgment interest awarded against the “insured” on that part of the judgment we pay. If we make an offer to pay the appli- cable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. I.FELLOW EMPLOYEE The Fellow Employee Exclusion of SECTION II - COVERED AUTOS LIABILITY COVERAGE, does not apply if the “bodily Injury” results from the use of a covered “auto” you own or hire. The insurance provided under this provision is excess over any other collectible insurance. J.HIRED AUTO PHYSICAL DAMAGE If covered "auto" designation symbols 1 or 8 ap- ply to Liability Coverage and if at least one "au- to" you own is covered by this policy for Com- prehensive, Specified Causes of Loss, or Colli- sion coverages, then the Physical Damage coverages provided are extended to "autos" you lease, hire, rent or borrow without a driver; and provisions in the Business Auto Coverage Form applicable to Hired Auto Physical Damage apply up to a limit of $125,000. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. Any Compre- hensive deductible does not apply to fire or lightning. K.TEMPORARY SUBSTITUTE AUTOS – PHYSICAL DAMAGE COVERAGE The following is added to paragraph C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I – COVERED AUTOS: If Physical Damage Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Physi- cal Damage Coverage: Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c.Servicing; d."Loss"; or e. Destruction The coverage that applies is the same as the coverage provided for the vehicle being replaced. L.EXPANDED TOWING COVERAGE 1.We will pay up to: a. $150 for a covered "auto" you own of the private passenger type, or b. $750 for a covered "auto" you own that is not of the private passenger type, for towing and labor costs incurred each time the covered "auto" is disabled. Howev- er, the labor must be performed at the place of disablement. 2.This coverage applies only for an "auto" covered on this policy for Comprehensive or Specified Causes of Loss Coverage and Collision Coverages. 3.Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered “auto”. M.AUTO LOAN OR LEASE COVERAGE 1.In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease, including up to a max- imum of $500 for early termination fees or penalties, for your covered "auto" less: a.The amount paid under SECTION III – PHYSICAL DAMAGE COVERAGE of this policy; and b.Any: 1)Overdue lease/loan payments at the time of the "loss"; 2)Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; 3)Security deposits not refunded by a lessor; 4)Costs of extended warranties, Credit Life insurance, Health, Accident, or Disability insurance purchased with the lease; and 5)Carry-over balances from previous leases. 2.This coverage only applies to a "loss" which is also covered under this policy for Com- prehensive, Specified Causes of Loss, or Collision coverage. AC 70 06 03 16 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 7 with its permission DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF COMMERCIAL AUTO AC 70 06 03 16 3. Coverage does not apply to any unpaid amount due on a loan for which the covered “auto” is not the sole collateral. N. ORIGINAL EQUIPMENT MANUFACTURER PARTS – LEASED PRIVATE PASSENGER TYPES Under Paragraph C. Limit of Insurance of SECTION III – PHYSICAL DAMAGE COVERAGE, Section 4 is added as follows: 4. We will use new original equipment vehicle manufacturer parts for any private passen- ger type covered “auto” where required by the lease agreement which has a term of at least six months. If a new original equip- ment vehicle manufacturer part is not in pro- duction or distribution we may use a like, kind and quality replacement part. O. DEDUCTIBLE AMENDMENTS The following are added to the Deductible provi- sion of SECTION III – PHYSICAL DAMAGE COVERAGE: If another policy or coverage form that is not an automobile policy or coverage form issued by this company applies to the same “accident”, the following applies: 1. If the deductible under this coverage is the smaller (or smallest) deductible, it will be waived: 2. If the deductible under this coverage is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. If a Comprehensive or Specified Causes of Loss Coverage “loss” from one “accident” involves two or more covered “autos”, only the highest deductible applicable to those coverages will be applied to the “accident,” if the cause of the loss is covered for those vehicles. This provision only applies if you carry Comprehensive or Specified Causes of Loss Coverage for those vehicles, and does not extend coverage to any covered “autos” for which you do not carry such coverage. No deductible applies to glass if the glass is re- paired, in a manner acceptable to us, rather than replaced. P. EXPANDED TRANSPORTATION EXPENSE Paragraph A.4.a. of SECTION III – PHYSICAL DAMAGE COVERAGE is replaced by the following: We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense in- curred by you because of the total theft of a covered "auto" of the private passenger type. We will only pay for those covered "autos" for which you carry Comprehensive or Specified Causes of Loss Coverage. We will pay for tem- porary transportation expenses incurred during the period beginning 24 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". Q. EXTRA EXPENSE – STOLEN AUTOS The following paragraph is added to Section A.4. of SECTION III – PHYSICAL DAMAGE COVERAGE: c. We will pay for up to $5,000 for the expense of returning a stolen covered “auto” to you. We will pay only for those covered “autos” for which you carry Comprehensive or Spec- ified Causes of Loss Coverage. R. PHYSICAL DAMAGE LIMIT OF INSURANCE Under SECTION III – PHYSICAL DAMAGE COVERAGE, Paragraph C., Limit of Insurance is replaced by the following: C. Limit Of Insurance 1. The most we will pay for “loss” in any one “accident” is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the “loss”, or b. The cost of repairing or replacing the damaged or stolen property. 2. $2000 is the most we will pay for “loss” in any one “accident” to all electronic equip- ment that reproduces, receives or transmits audio, visual or data signals which, at the time of “loss”, is: a. Permanently installed in or upon the covered “auto” in a housing, opening or other location that is not normally used by the “auto” manufacturer for the instal- lation of such equipment. b. Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or c. An integral part of such equipment. 3. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total “loss”. 4. The cost of repairing or replacing may: Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc AC 70 06 03 16 with its permission. DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF COMMERCIAL AUTO AC 70 06 03 16 a. Be based on an estimate which includes parts furnished by the original equip- ment manufacturer or other sources in- cluding non-original equipment manu- facturers and b. If a repair or replacement results in bet- ter than like kind or quality, we will not pay for the amount of the net improve- ment. 5. If we offer to pay the actual cash value of the damaged or stolen property, we will value auto advertising wraps, paint customi- zation, and similar business related advertis- ing modifications, in addition to the actual cash value of the property. Auto advertising wraps, paint customization, and similar business related advertising modifications will be valued at the cost to replace them with an adjustment made for depreciation and physical condition. S. NEW VEHICLE REPLACEMENT COST The following is added to the Limit of Insurance provision of SECTION III – PHYSICAL DAMAGE COVERAGE: 5. The provisions of paragraphs 1.and 3. do not apply to a covered “auto“ of the private passenger type or a vehicle with a gross ve- hicle weight rating of 20,000 pounds or less which is a “new vehicle.” In the event of a total “loss” to your “new ve- hicle” to which this coverage applies, we will pay at your option: a. The verifiable “new vehicle” purchase price you paid for your damaged vehi- cle, not including any insurance or war- ranties purchased; b. If it is available, the purchase price, as negotiated by us, of a “new vehicle” of the same make, model, and equipment or the most similar model available, not including any furnishings, parts, or equipment not installed by the manufac- turer or manufacturers’ dealership; or . c. The market value of your damaged ve- hicle, not including any furnishings, parts, or equipment not installed by the manufacturer or manufacturer’s dealer- ship. We will not pay for initiation or set up costs associated with loans or leases As used in this endorsement, a “new vehi- cle” means an “auto” of which you are the original owner that has not been previously titled and which you purchased less than 365 days before the date of the “loss”. T. PHYSICAL DAMAGE COVERAGE EXTENSIONS Under SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Exten- sions, b. Loss of Use Expenses is replaced by the following: b. Loss of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an “insured” becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision if the Decla- rations indicate that Comprehen- sive Coverage is provided for any covered “auto”; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Cover- age is provided for any covered “auto”; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered “auto.” However, the most we will pay for any expenses for loss of use is $50 per day, to a maximum of $1,500. The insurance provided by this provision is excess over any other collectible insurance. U. BUSINESS INCOME AND EXTRA EXPENSE COVERAGE 1. Business Income Coverage We will pay the actual loss of business in- come sustained by you as a result of the necessary suspension of your business dur- ing the period of restoration due to “loss” to a covered “auto” used in your business. The loss must be caused by a cause of loss cov- ered under item A1 of Physical Damage Coverage in this Coverage Part. 2. Extra Expense Coverage We will pay the necessary and reasonable extra expenses that you incur during the pe- riod of restoration that you would not have incurred had there been no “loss” to a cov- ered “auto” used in your business. The loss AC 70 06 03 16 Includes copyrighted material of Insurance Services Office, Inc. Page 5 of 7 with its permission DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF COMMERCIAL AUTO AC 70 06 03 16 must be caused by a cause of loss listed under item A1 of Physical Damage Cover- age in this Coverage Part. Extra Expenses means those expenses you incur to avoid or minimize the suspension of business and to continue your business operations. 3. Additional Conditions We will not pay for “loss” or expenses caused by suspension, lapse or cancellation of any license, lease or contract. But if the suspension, lapse or cancellation is directly caused by the suspension of your business, we will cover such “loss” that affects your business income. We will not pay under this coverage if you do not repair or replace the covered “auto”. You must resume all or part of your business as quickly as possible. If you have other autos you can use to reduce the amount of loss payable under this cov- erage, you are required to use them. We will pay for expenses you incur to reduce the amount that otherwise would have been payable under this coverage. We will not pay more than the amount by which you ac- tually reduce the business income loss or extra expense incurred. 4. Limit The most we will pay for “loss” arising out of one covered “auto” is $10,000 per loss with an annual aggregate of $20,000. Payment applies in addition to the otherwise applica- ble amount of each coverage you have on a covered “auto”. 5. Definitions a. "Business Income" means the: 1.). Net income (Net profit or loss before income taxes) that would have been earned or incurred if no loss would have occurred; and 2.). Continuing normal operating expenses incurred, including payroll. b. ”Period of Restoration" means the period of time that: 1.). Begins: (a) 24 hours after the time of loss for Business Income Coverage; or (b) Immediately after the time of loss for Extra Expense Coverage; and 2.) Ends at the earliest of: (a) The time required to resume your normal business opera- tions; or (b) The time that is reasonably necessary to repair or replace the covered auto with a maxi- mum time period of 180 days. Period of Restoration does not include any increased period required due to the enforcement of any ordinance or law that re- quires any insured or others to test for, monitor, clean up, re- move, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of pollu- tants. The expiration date of this policy will not cut short the peri- od of restoration. V. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: We waive any right of recovery we may have against any person or organization to the extent required of you by a written con- tract executed prior to any “accident” be- cause of payments we make for damages under this coverage form. W. NOTICE OF AND KNOWLEDGE OF OCCURRENCE SECTION IV – BUSINESS AUTO CONDITIONS, Paragraph A is amended as follows: 6. NOTICE OF AND KNOWLEDGE OF OCCURRENCE a. Your obligation in the Duties in the Event of Accident, Claim, Suit or Loss Condi- tion relative to notification require- ments applies only when the “accident” or “loss” is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. b. Your obligation in the. Duties in the Event of Accident, Claim, Suit or Loss Condition relative to providing us with documents concerning a claim or “suit” will not be Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc. AC 70 06 03 16 with its permission DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF COMMERCIAL AUTO AC 70 06 03 16 considered breached unless the breach occurs after such claim or “suit” is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. X. HIRED CAR – COVERAGE TERRITORY Item (5) of the Policy Period, Coverage Territory General Condition is replaced by the following: (5) Anywhere in the world if a covered “auto” is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and Y. EMERGENCY LOCKOUT We will reimburse you up to $100 for reasonable expense incurred for the services of a locksmith to gain entry into your covered “auto” subject to these provisions: 1. Your door key, electronic key or key entry pad has been lost, stolen or locked in your covered “auto” and you are unable to enter such “auto” , or 2. Your keyless entry device battery dies and you are unable to enter such "auto" as a result, 3. Your key, electronic key or key entry pad has been lost or stolen and you have changed the lock to prevent an unauthorized entry; and 4. Original copies of receipts for services of a locksmith must be provided before reimbursement is payable. Z. CANCELLATION CONDITION Paragraph A.2. of the COMMON POLICY CONDITION – CANCELLATION applies except as follows: If we cancel for any reason other than nonpay- ment of premium, we will mail or deliver to the First Named Insured written notice of cancella- tion at least 60 days before the effective date of cancellation. This provision does not apply in those states that require more than 60 days prior notice of cancellation. AC 70 06 03 16 Includes copyrighted material of Insurance Services Office, Inc. Page 7 of 7 with its permission DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF Endorsement Effective: Policy No.: Insured: WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10 C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform wor k under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket W aiver – Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Waiver Premium (prior to adjustments) This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement No.: Premium $ Insurance Company: WC 99 04 10 C Countersigned by ______________________________________ (Ed. 01-19) Job Description All CA Operations Oak River Insurance Company TOWC224428 304.00 07/01/2021 DocuSign Envelope ID: DF16B212-E16A-4ED8-82A2-435ED073F4EF