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HomeMy WebLinkAboutA9291 - PARK CONSULTING GROUP CONTRACT ABSTRACT Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Park Consulting Group Glenn Park, President and Principal Consultant EnerGov System Implementation Not to Exceed $273,900 Capital Projects Fund, Technology Fee account budget, Project 22 -09-1 December 5, 2022 – June 28, 2023 Contract Administration Lead Department: Contract Administrator: Information Technology Larry Klingaman Contract Approvals Council Approval: Agenda Item No./ Resolution No.: Agreement Number: December 5, 2022 1J A9291 Contract Compliance Exhibits: Signatures: Insurance: Bonds: N/A Attached Attached N/A Contract Prepared By: Information Technology Submitted on: 12/5/2022 By: Valerie Rodriguez DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 CITY COUNCIL STAFF REPORT DATE: DECEMBER 5, 2022 CONSENT CALENDAR SUBJECT: APPROVAL OF AGREEMENT NO. A9291 WITH PARK CONSULTING GROUP FOR CONTINUED IMPLEMENTATION AND SUPPORT SERVICES RELATED TO TYLER ENERGOV IN AN AMOUNT NOT TO EXCEED $273,900 FROM: Teresa Gallavan, Interim City Manager BY: Information Technology Department SUMMARY: Approval of this agreement with Park Consulting Group will provide support services to complete the Tyler EnerGov Land Management System Implementation. RECOMMENDATION: 1) In accordance with Section 7.05.030 of the Palm Springs Municipal Code, “Special Expertise Procurement”, approve Agreement No. A9291 (Attachment A) with Park Consulting Group to provide implementation, support services and project management to complete the Tyler EnerGov Land Management System implementation for an initial amount of $249,000 with an allowance of up to 10% additional cost (not to exceed $273,900). 2) Authorize the Interim City Manager to execute all necessary documents. BUSINESS PRINCIPAL DISCLOSURE: A copy of the Public Integrity Disclosure Form for Park Consulting Group, Inc. is included as Attachment B. BACKGROUND: In 2020, the City Council approved a five-year agreement with Tyler Technologies, Inc. for cloud-based Enterprise Resource Planning software (ERP). The software was purchased to replace and consolidate systems used by Finance, Planning, City Clerk, Building and Safety, Engineering, Facilities, Fleet, Office of Special Programs, Code Enforcement, and the Fire Department. Item 1J - Page 1 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 City Council Staff Report December 5, 2022 - Page 2 Approve Agreement – Park Consulting Group. Staff began implementing EnerGov, the Land Management System (LMS) portion, in January of 2021. The EnerGov LMS is designed to automate and centrally connect critical processes including land use planning and project review, regulatory management, inspections, code enforcement, and citizen requests. The original completion date was scheduled for first quarter 2022 but the project quickly fell behind schedule due to internal staffing constraints, the pandemic, and various resource issues at Tyler. In a project of this scale, staff time represents about seventy percent of the project implementation. Reductions in staffing and attrition forced staff to only focus on day-to- day operations and reduced the ability for staff to work on the project. Quality resources from Tyler were also scarce through the pandemic, which further contributed to the project challenges. These issues combined resulted in delays and issues with configurations and put the project at risk of substantial delay. In May of 2022, staff attended the Tyler user conference. During the conference, staff consulted with other municipalities who had completed or were in the process of implementing the Tyler LMS. It became readily apparent that with a project of this scope, consultants with LMS implementation experience were required. These types of consultants have deep knowledge of the LMS system and have worked with other municipalities which gives them insight into best practices for configuring, implementing, and maintaining an LMS. In July of 2022, staff solicited quotes for a consultant to assess the current state of the project and determine next steps to get the project back on track. It was estimated that the assessment would take approximately two weeks. Staff requested and received three quotes for project management and implementation services. Staff selected Park Consulting Group (PCG) to perform the assessment based on price, recommendations from other Cities, and their success rate implementing LMS projects at over twenty-five organizations. Staff issued PCG a purchase order in July of 2022 for $15,000 to provide these needed assessment services. As PCG began assessing the project, major issues were discovered which required greater resources than the original PO authorized. Based on their findings at the time, PCG provided a scope of work totaling $65,000 to work through the identified issues. The scope was presented under the assumption that the work that had already been completed was correct, and PCG would be pushing the project forward through completion. In September of 2022, staff processed a change order to the PO and re- allocated resources that were originally allocated to be spent with Tyler consultants to PCG. While working through the project scope, PCG discovered several misconfigured modules, improper fee setups, and identified many LMS features that would provide a superior level of service to constituents that were not configured or planned for go live. The entire project was re-scoped to include all digital services and modules that were not originally planned on being used in the original scope. PCG also uncovered some module licenses will not be used in the implementation that can be cancelled. This will result in Item 1J - Page 2 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 City Council Staff Report December 5, 2022 - Page 3 Approve Agreement – Park Consulting Group. approximately $40,000 per year in recurring savings. STAFF ANALYSIS: Based on the issues uncovered after a complete review of the LMS, collaboration with staff, and the urgency to finish the project, additional services from PCG for the LMS Project are required. PCG has done an outstanding job of getting the project back on track and assisted staff with completing the tasks required to move into the testing phases and eventually go live. Staff does not have the deep expertise that PCG has with over twenty-five successful EnerGov implementations to keep the project moving forward. PCG has identified a complete scope for project management and implementation services that will position the City to go live in the second quarter of 2023. PCG has also committed for this to be a not-to-exceed engagement for the proposed project scope. If additional issues or problems are discovered through the implementation process, they will be resolved within the proposed budget at no additional charge. Pursuant to the provisions of the Procurement Ordinance 7.05.030 Special Expertise procurement, a Contract may be awarded without competition when it is determined by the Director that an unusual or unique situation exists, in that due to experience and expertise demonstrated in prior Contracts with the City, or experience or expertise with similarly described Contracts with other public agencies, a particular Contractor is uniquely qualified for a particular Procurement, that makes the application of this Title contrary to the public interest. Any special expertise Procurement shall be made with such competition as is practicable under the circumstances. The reason the Special Expertise exception is being used is to allow the firm to continue the work they have already started as they have developed a specialized knowledge of the City’s needs. There are potentially other firms that can do this work, but the cost and time to start over would not be in the City’s best interest and would further complicate the completion of this project. Staff recommends approving Agreement No. A9291 with Park Consulting Group to provide project management and implementation services in an amount not to exceed $273,900. ENVIRONMENTAL ASSESSMENT: The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above-mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. Item 1J - Page 3 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 City Council Staff Report December 5, 2022 - Page 4 Approve Agreement – Park Consulting Group. ALIGNMENT WITH STRATEGIC PLANNING: The requested action aligns with the City Council Priority 4D, Good Governance. FISCAL IMPACT: The amount of $273,900 is available in the Capital Projects Fund, Technology Fee account budget, Project 22-09-1. REVIEWED BY: Procurement Manager: Kim Baker Dept. Assistant Director: Jason Underwood Department Director: Larry Klingaman Finance Director: Nancy Pauley Deputy City Manager: Jeremy Hammond Interim City Manager: Teresa Gallavan ATTACHMENTS: A. Agreement and Quote B. Business Disclosure Form Item 1J - Page 4 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 ATTACHMENT A Item 1J - Page 5 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 1 of 16 CONSULTING SERVICES AGREEMENT A9291 (Implementation Services for Tyler Tech EnerGOV Project) THIS AGREEMENT FOR CONSULTING SERVICES (“Agreement”) is made and entered into on December 5, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Park Consulting Group, Inc., a California Corporation, (“Consultant”). City and Consultant are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a consultant, for _Implementation Services for Tyler Tech EnerGov Project, (“Project”). B. Consultant has submitted to City a proposal to provide _Implementation Services, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide _Implementation_ services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. Item 1J - Page 7 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 2 of 16 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $249,000.00 (Two hundred forty-nine thousand dollars. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant’s invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. Item 1J - Page 8 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 3 of 16 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, 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 Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 7 months, commencing on December 5, 2022, and ending on June 30, 2023, 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 Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Consultant's deficiencies and charge the cost thereof to Consultant, who shall be liable for the full cost of the City's corrective action. Item 1J - Page 9 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 4 of 16 Consultant may not terminate this Agreement except for cause upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified Services and work: Glenn Park, President and Principal Consultant. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Consultant shall refer any decisions that must be made by City to the 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 Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Consultant. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the Services required, except as otherwise specified. Consultant shall perform all required Services as an independent Consultant of City and shall not be an employee of City and shall remain at all times as to City a wholly independent Consultant with only such obligations as are consistent with that role; however, City shall have the right to review Consultant’s work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Consultant shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Consultant shall not have any authority to bind City in any manner. Item 1J - Page 10 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 5 of 16 5.5 Personnel. Consultant agrees to assign the following individuals to perform the Services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Glenn Park President and Principal Consultant 5.6 California Labor Code Requirements. A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 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 Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant’s sole cost and expense), indemnify, protect, and hold harmless City, its Item 1J - Page 11 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 6 of 16 elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Consultant’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant’s indemnification obligation or other liability under this Agreement. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies Item 1J - Page 12 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 7 of 16 of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant’s performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such 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 Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies Item 1J - Page 13 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 8 of 16 shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. Item 1J - Page 14 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 9 of 16 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 Consultant: Park Consulting Group, Inc. Attention: Glenn Park 200 Spectrum Center Drive Suite 300 Irvine, CA 92618 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be 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. Item 1J - Page 15 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 10 of 16 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] Item 1J - Page 16 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 11 of 16 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND PARK CONSULTING GROUP, 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 Corporations) Date: Date: ATTEST: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: 12/5/2022 Item No. 1J APPROVED AS TO FORM: By: ___________________________ By: _______________________________ 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 11/21/2022 11/21/2022 President Secretary Item 1J - Page 17 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 IT Director 12/8/2022 Revised 2.9.22 Page 12 of 16 EXHIBIT “A” CONSULTANT’S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance Item 1J - Page 18 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Consulting Group Palm Springs - Amendment for Implementation Services for Tyler Tech EnerGov Project: Park Consulting Group Title: Proposal – Amendment for Implementation Services for Tyler Tech EnerGov Project Date: 11/17/2022 Client Contact: Jason Underwood, Assistant Director of IT; Kirsten D’Amato, IT Analyst PCG Contact: Glenn Park, President and Principal Consultant PROPOSAL Description of Work Description: The City of Palm Springs is seeking additional services from Park Consulting Group for the City’s Tyler Tech EnerGov Project. The project was originally planned to Go-Live in late 2022, to replace the existing BluePrince permitting system and create new capabilities for services managed through spreadsheets and other manually maintained processes. As the project progressed forward, and a better understanding of EnerGov’s new/ upgraded system capabilities were provided to the City’s stakeholders and staff, the project team has identified City-owned project tasks and responsibilities that require additional resources and expertise to successfully complete the project. The project timeline has been extended ~6 months, with a new planned Go-Live for May 2023, and the project team is seeking an amendment to fund the Park Consulting Group team through the project Go-Live, which includes Post-Go-Live support. Tasks and Activities All of the tasks and activities detailed in the City’s current agreement with Park Consulting Group will be included as part of this amendment. Additionally, the following tasks and activities have been further clarified of the work effort required to complete the project: • Building o 50 case type/workclass combinations requiring configuration, including BluePrince process validation, fee schedule review and assessment, 100+ fees conditioning, custom field layout updates and tab ordering, workflow updates, inspections, and online applications configuration. Approximately 16-20 hours of configuration per week. o Meetings and working sessions with Building staff average 8-12 hours per week to complete configuration through a 4-month configuration period • Planning o 59 case type/workclass combinations requiring configuration, including PETS system process validation, fee schedule review, fee conditioning, custom field layout updates, workflow updates, and online applications enabled. Approximately 16-20 hours of configuration per week. o Meetings and working sessions with Planning staff averaging 2-4 hours a week, estimating 15-20 sessions. • Fire o Back office configuration validation and updates to workflows and inspections; Online application instruction updates required for all case types. Approximately 2-4 hours of configuration per week. o Weekly meetings with Fire staff for 1 hour per week. Item 1J - Page 19 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Consulting Group • Code Enforcement o 10 case type modifications required including configuration of violations, custom fields, workflow, and activities. Approximately 2-4 hours of configuration per week. o Weekly meetings with Code Enforcement staff for 1 hour per week. • Engineering o Final validation of online applications with staff. o Meetings with Engineering staff for 1 hour per week. • Business License o Bulk noticing and bulk certificate processing solution analysis as well as multiple department review workflow setup. o Meetings with Finance staff for 1 hour per week. • Special Programs o 6 case types require process validation. Cannabis permit is proposed to be rebuilt in the Business License module, fee conditioning, custom field layout updates, workflow updates, and online applications enabled. Approximately 2-4 hours of configuration per week. o Meetings with Special Programs staff for 1 hour per week. • Custom Reports and Forms o 13 Custom Reports and Forms have been identified that have been identified in addition to the 16 Custom Reports and Forms currently being built under Tyler Tech’s scope of work. o Up to 15 Custom Reports and Forms have been estimated to be developed by Park Consulting Group. Approximately 8-12 hours per report. • Testing & Training o The City will lead the facilitation of a compressed System Testing phase in parallel with configuration and build activities. PCG will perform configuration updates based on feedback provided by the City’s functional testers (not impacting Go-Live date). o The City and Tyler Tech will lead the facilitation of end-user system and process training. PCG will provide support on feedback provided by the City’s and Tyler Tech’s trainers on configuration updates (not impacting Go-Live date). • Go-Live Support Services o The City is seeking onsite EnerGov Post Go-Live support services from Park Consulting Group during the first week of Go-Live. Services will include configuration and functional updates and issue resolution. o Two (2) resources will be provided to travel onsite for the first week of Go-Live. o Go-Live is projected for May 2023. Item 1J - Page 20 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Consulting Group Financial Impact: The City is seeking an amendment to extend funding for an additional $249,000. Total amount for services will be billed from October 2022 – May 2023 based on the hourly rates: Phase (Estimated Duration) Proposal Configuration & Build (Oct - Jan) $139,000.00 Test & Train (Feb - May) $81,000.00 Go-Live Support (1 Week) $17,000.00 Travel Expense (1 Week all inclusive) $12,000.00 Total $249,000.00 Project Resource Hourly Rate Principal Consultant $195/ Hour Project Consultant $175/ Hour Report / Data Consultant $175/ Hour Acceptance Approval Date Title Approved By Signature Assistant Director of Information Technology Jason Underwood Item 1J - Page 21 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 13 of 16 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) Item 1J - Page 22 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 14 of 16 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant’s performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of Services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: A. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; B. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; C. Professional liability (errors and omissions) insurance with 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; D. 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 Consultant has no employees, Consultant shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and Item 1J - Page 23 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 15 of 16 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant’s Services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant’s Services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant 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 Consultant’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. Item 1J - Page 24 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Revised 2.9.22 Page 16 of 16 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 Consultant’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or Services under this 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) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. Item 1J - Page 25 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 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 10/27/2022 Burnham WGB Insurance Solutions CA Insurance License 0F69771 15901 Red Hill Avenue Tustin CA 92780 Rachelle Williams 714-505-7000 714-573-1770 rwilliams@wgbib.com Citizen Insurance of America PARKC-2 The Hanover Insurance CoPark Consulting Group, Inc. 200 Spectrum Center Dr Ste 300 Irvine CA 92618 219840709 A 2,000,000 1,000,000 X 500 5,000 2,000,000 4,000,000 OB3D808332 1/18/2022 1/18/2023 4,000,000 A 1,000,000 X X OB3D808332 1/18/2022 1/18/2023 B XW23H6315256/1/2022 6/1/2023 1,000,000 1,000,000 1,000,000 B B B Errors & Omissions Cyber & Privacy Security Crime LH3H431766 LH3H431766 BD3H96930900 1/18/2022 1/18/2022 3/31/2022 1/18/2023 1/18/2023 1/18/2023 Each Limit Aggregate Limit $2,000,000 $2,000,000 $2,000,000 The City of Palm Springs, its officials, employees, and agents are named as an additional insured for any and all work performed by Park Consulting Group with the City of Palm Springs. This insurance is primary and non-contributory over any insurance or self-insurance the City may have for any and all work performed by Park Consulting Group with the City of Palm Springs. 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. Waiver of Subrogation applies to the Workers' Compensation per attached 331-0342 09 11. City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs CA 92262 THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE Item 1J - Page 26 ~ I ACORD® ~ I ~ • • ~ ~ Fl • • ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I • I ~~ DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Item 1J - Page 27 4 ~Hanover ~ Insurance Group- O83 D808332 1001 141 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the followi ng: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured -Broad Form Vendors Included 2 3. Alienated Premises Included 3 4 . Broad Form Property Damage -Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses , EMT's and Paramedics) Included 3 6. Personal and Advertising Injury -Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5 8. Un intentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form throu gh new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The followi ng changes are made to SECTION II - LIABILITY: 1. Addition al Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. Any person or organization w ith whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy 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 your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own , rent, lease or occupy; or (3) Your mainten ance , operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance w h ich you are required by the contract, agreement or permit to provide for such additional insured. (3) Applies on a primary basis if t hat is required by the written contract, w r itten agreement o r permit. (4) Will not be broader than coverage provided to any other insured . (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded f rom coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., w ith its permission. Page 1 of 6 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Item 1J - Page 28 c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily i njury", "property damage", or "personal i njury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued b y us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expi res; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor. (4) To any: (a) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising i njury" arises out of structural alterations , new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily i njury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of o r failure to render any professional services by or for you. d . With respect to the insurance afforded to these additional insureds, the following is added to SECTION II -LIABILITY, D . Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or pe r mit described in Paragraph a.; or 2. Available under the applicable Lim its of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown i n the Declarations e. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured -Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured -Broad Form Vendors a. Any person or organization t h at is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arisi ng out of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such ven dor described above: (1) Only applies to the extent permitted by law; (2) Will n ot be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liabil ity in a contract or agreement. This exclusion does not apply to liabil ity for damages that the insured would have in the absence of the contract or agreement ; (2) Any express warranty unauthorized by you ; 391-1006 0816 Includes copyrighted mater ials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Item 1J - Page 29 (3) Any physical or chemical change in the product made intentionally b y the vendor; (4) Repackaging , unless unpacked solely for the pur pose of inspection, demonstration, testing , or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; 4 ~Hanover ~ Insurance Group- O83 D808332 1001 141 The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2 . Available under the applicable Limits of Insurance shown in the Declarations ; This endorsement shall not i ncrease the appl icable Limits of Insurance shown in the Declarations. (5) Any failure to make such inspection , adjustments , tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course 3. Alienated Pre mises of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repai r operation s, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business liability Coverage k. Damag e to Property, paragraph (2) is replaced by the followi ng: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those p remises and occurred from hazards that were known by you , or should have reasonably been known by you , at the time the property was transfer red or abandoned. by you, have been lab eled o r relabeled or used as a container, part or in gredient of any other thing or substance by or for the vendor; 4 . Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above; or (b) Such inspections, adj ustments, tests o r servicing as the vendor h as agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract o r agreement with the vendor. (10)To any person or organization included as an insured by another endorsemen t issued by us and made part of this Coverage Part. (11)Any insured person or organization , from whom you have acquired such products, or any ingredient, part or container , entering into, accompanying 5. or containing such products. d. With respect to the insurance afforded to these vendors , the following is added to SECTION II -LIABILITY, D. Liability and Me dica l Expense Limits of Ins ura nce : a. The following is added to SECTION II - LIABILITY, B . Exclusions, 1. Applicable To Business Lia bility Coverage, k . Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators . b. For the pu rposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and M edical Expenses Definitions: 1. "Customers goods" means property of your customer o n your p remises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under th is provision is excess over any other valid and collectible property insurance (including deducti ble) available to the insured whether primary, excess, contingent or on any other basis. Incidental Malpractice -Employed Nurses, EMrs and Paramedics SECTION II -LIABILITY, C . Who Is An Ins ured , paragraph 2 .a .(1)(d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted material s of Insurance Services Offices, Inc., with its pe rmission. Page 3 of 6 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Item 1J - Page 30 1. SECTION I -PROPERTY, if two or more of this coverage part's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. 2. SECTION II -LIABILITY, it is our stated intent that the various Coverage Parts, forms, endorsements or policies issued to the named insured by us, or any company affiliated with us, do not provide any duplication or overlap of coverage for the same claim, "suit", "occurrence", offense, accident, "wrongful act" or loss. We will not pay more than the actual amount of the loss or damage. If this Coverage Part and any other Coverage Part, form, endorsement or policy issued to the named insured by us, or any company affiliated with us, apply to the same claim, "suit", occurrence, offense, accident, "wrongful act" or loss, the maximum Limit of Insurance under all such Coverage Parts, forms, endorsements or policies combined shall not exceed the highest applicable Limit of Insurance under any one Coverage Part, form, endorsement or policy. This condition does not apply to any Excess or Umbrella Policy issued by us specifically to apply as excess insurance over this policy. G. Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this policy. H. Other Insurance 1. SECTION I -PROPERTY If there is other insurance covering the same loss or damage, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But, we will not pay more than the applicable Limit of Insurance of SECTION I -PROPERTY. 2. SECTION II -LIABILITY If other valid and collectible insurance is available to the insured for a loss we cover under SECTION II -LIABILITY, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in paragraph c. below. ~~Hanover ~ Insurance Group,. OB3 D808332 1001141 However, if you agree in a written contract, written agreement, or written permit that the insurance provided to any person or organization included as an Additional Insured under this Coverage Part is primary and non-contributory, we will not seek contribution from any other insurance available to that Additional Insured which covers the Additional Insured as a Named Insured except: (1) For the sole negligence of the Additional Insured; or (2) When the Additional Insured is an Additional Insured under another liability policy. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Property Insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to SECTION II LIABILITY, Exclusion g. Aircraft, Auto or Watercraft; and (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. When this insurance is excess, we will have no duty under SECTION II - LIABILITY to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 79 of 81 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Item 1J - Page 31 insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. d. We will share the remaining loss, if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage. e. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable Limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable limits of insurance of all insurers. f. When this insurance is excess, we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so; but we will be entitled to the insured's rights against all those other insurers. I. Premiums 1. The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The premium must be: a. Paid to us prior to the anniversary date; and b. Determined in accordance with paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4. Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J. Premium Audit 1. This policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. 2. Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3. The first Named Insured must keep records of the information we need for premium computation and send us copies at such times as we may request. K. Transfer of Rights of Recovery Against Others to Us 1. Applicable to SECTION I -PROPERTY Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 0816 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 81 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 Item 1J - Page 32 a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss, that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2. Applicable to SECTION II -LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair such rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. ~~Hanover ~ Insurance Group,. OB3 D808332 1001141 We waive any right of recovery we may have against any person or organization with whom you have a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This condition does not apply to Medical Expenses Coverage. L. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative. Until your legal representative is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 NOTICE OF CANCELLATION TO DESIGNATED ENTITY(S) This endorsement modifies insurance provided under the following: WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITY INSURANCE POLICY SCHEDULE Name of Designated Entity Mailing Address or Email Address Number Days Notice Information required to complete this Schedule, if not shown above, will be shown in the Declarations. If we cancel this policy for any reason other than nonpayment of premium, we will give written notice of such cancellation to the Designated Entity(s) shown in the Schedule. Such notice may be delivered or sent by any means of our choosing. The notice to the Designated Entity(s) will state the effective date of cancellation. Unless otherwise noted in the Schedule above, such notice will be provided to the Designated Entity(s) no more than the number of days in advance of the effective date of cancellation that we are required to provide to the Named Insured for such cancellation. Such notice of cancellation is solely for the purpose of informing the Designated Entity(s) of the effective date of cancellation and does not grant, alter, or extend any rights or obligations under this policy. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. 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 Effective Policy No.Endorsement No. Insured Insurance Company Countersigned By Page 1 of 1 331-0342 (09 11)Includes copyrighted materials from ISO, Inc. 2003 †† Blanket NOC as required by contract 30 W23-H631525-00 ALLMERICA FINANCIAL BENEFIT INSURANCEPARK CONSULTING GROUP INC Item 1J - Page 33 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 ATTACHMENT B Item 1J - Page 6 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 1 of 2 (Revised 09 13 18) PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity Park Consulting Group, Inc. 2. Address of Entity (Principle Place of Business) 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618 3. Local or California Address (if different than #2) 4. State where Entity is Registered with Secretary of State California 5. Type of Entity F Corporation F Limited Liability Company F Partnership F Trust F Other (please specify) 6. Officers, Directors, Members, Managers , Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Glenn Park F Officer F Director F Member F Manager [name] F General Partner F Limited Partner F Other F Officer F Director F Member F Manager [name] F General Partner F Limited Partner F Other F Officer F Director F Member F Manager [name] F General Partner F Limited Partner F Other Item 1J - Page 34 I , l -- I l ... DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27 CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 2 of 2 (Revised 09 13 18) 7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE JANE DOE [name of owner/investor] 50%, ABC COMPANY, Inc. [percentage of beneficial interest in entity and name of entity] A. Glenn Park [name of owner/investor] 100%, Park Consulting Group, Inc. [percentage of beneficial interest in entity and name of entity] B. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] D. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party, Printed Name, Title Date Glenn Park, President 10/26/2022 Item 1J - Page 35 DocuSign Envelope ID: 3C7DEE2E-26A8-4AE8-BD92-0E2AD71ECE27