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23S140 - PS WALK OF STARS PROGRAM
CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) City of Palm Springs the Walk of Stars Program Administration Palm Springs Chamber of Commerce Nona Watson nwatson@pschamber.org Administration of the City of Palm Springs the Walk of Stars program $626,200 (including this A#1 for $2,500) 5 Years ,with two options 1-year renewal terms (7/1/23 - 6/30/28) On file Nona Watson nwatson@pschamber.org City Manager Teresa Gallavan/Tabitha Richards June 29, 2023 23S140 1 Yes Yes Yes Department N/A No N/A 10/23/2024 Tabitha Richards Docusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 10/31/2024 AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT NO. 23S140 CITY OF PALM SPRINGS THE WALK OF STARS PROGRAM ADMINISTRATION This Amendment No. 1 to the Contract Services Agreement (23S140), (“Amendment No. 1”), is made and entered into this 23rd day of October 2024, by and between the City of Palm Springs, a California charter city and municipal corporation, hereinafter designated as the City, and Palm Springs Chamber of Commerce, a California corporation, hereinafter designated as the Contractor. City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. The City has established a program to honor certain artists and celebrities from stage, radio, film, television; to honor literary artists, including authors, playwrights, and screenwriters; to honor local residents considered “Pioneers” or civic community leaders; to honor certain humanitarians who have contributed to charitable causes; to honor certain sports athletes; to honor certain distinguished members of the military; and to otherwise honor such persons as the City desires to recognize in accordance with criteria developed and approved by the City. This recognition program has been previously identified as the “City of Palm Springs Walk of Stars,” and includes installation and maintenance of “Stars” designating the honorees located in the City’s sidewalk within public rights-of-way and on certain private property, hereinafter to be referred to as the “Program.” B. The City has determined that there is a need to assign administration of the Program to the Palm Springs Chamber of Commerce, whereby the Program will be administered similar to the Hollywood Walk of Fame that is administered by the Hollywood Chamber of Commerce. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to continue providing the necessary services to City for administering the Program. D. On June 29, 2023, City Council approved a Contract Services Agreement (23S140) with Contractor to provide program administration for the City of Palm Springs the Walk of Stars, for a total contract amount of $623,700. E. Parties desire to modify the contract amount to add $2,500 to provide reimbursement for the purchase of a canopy and cover, podium and cover, and two shade umbrellas, for a total revised contract amount not to exceed $626,200. Docusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 F.Contractor desires to perform said services on the terms and conditions set forth in this Amendment. In consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows: AGREEMENT SECTION 1. The true and correct recitals above are incorporated by this reference herein as the basis for this Amendment No. 1. SECTION 2. 3.1. Compensation and Payment. is hereby replaced in its entirety as follows: “3.1. Compensation and Payment. Contractor shall be compensated and reimbursed for the services rendered under this Agreement as set forth in Exhibit “A”. The total amount of Compensation throughout the first five (5) years of the Term of this Agreement shall not exceed $626,200. SECTION 3. Full Force and Effect. All terms, conditions, and provisions of the Contract Services Agreement 23S140, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 1 and any provisions of the Contract Services Agreement 23S140, the provisions of this Amendment No. 1 shall in all respects govern and control. SECTION 4. The persons executing this Amendment No. 1 on behalf of the Parties hereto warrant that (I) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said Party is bound. Except as specifically amended by this Amendment No. 1, all terms and provisions of Agreement No. 23S140 remain in full force and effect. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 SIGNATURE PAGE TO AMENDMENT NO. 1 (23S140) BY AND BETWEEN THE CITY OF PALM SPRINGS AND PALM SPRINGS CHAMBER OF COMMERCE IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By:___________________________ By:____________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _N/A______ Item No. N/A APPROVED AS TO FORM: ATTEST: 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 Docusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 10/31/2024 10/31/2024 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 SUBRWVDADDLINSD 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 belowIf 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 HIREDAUTOS ONLY Palm Springs, California 92262 3200 E. Tahquitz Canyon Way Attention: City Manager/ City Clerk City of Palm Springs City of Palm Springs and its respective elected officials, officers, employees, agents, and volunteers are listed as Additional Insured. This insurance is primary and non- contributory over any insurance or self-insurance the City may have. RE: Written Contract ***30 DAY NOTICE OF CANCELLATION*** $ 1,000,000EPLI $ 1,000,000D&O 09/14/2509/14/24NDO1574209GDirectors & Officers (D&O) & EPLIC 1,000,000 1,000,000 1,000,00005/01/2505/01/24PAWC444734B 1,000,000 09/01/2509/01/24PHPK2597361-007A 1,000,000Professional (E&O) 2,000,000 2,000,000 1,000,000 5,000 100,000 1,000,000 09/01/2509/01/24PHPK2597361-007YYProfessional LiabilityA 25895United States Liability Co. (USLI) 42390Berkshire Hathaway (Guard) 18058Philadelphia Insurance Co. Palm Springs, CA 92262 190 W Amado Rd Palm Springs Chamber of Commerce eric@stancoinsuranceservices.com (760)262-9059(760)262-9545 La Quinta, CA 92253 78365 Hwy 111 #285 STANCO INSURANCE SERVICES INC 10/24/24 Docusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 CONTRACT SERVICES AGREEMENT NO. 23S140 City of Palm Springs the Walk of Stars Program Administration THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on July 1, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and the Palm Springs Chamber of Commerce, a California non-profit corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. The City has established a program to honor certain artists and celebrities from stage, radio, film, television; to honor literary artists, including authors, playwrights, and screenwriters; to honor local residents considered “Pioneers” or civic community leaders; to honor certain humanitarians who have contributed to charitable causes; to honor certain sports athletes; to honor certain distinguished members of the military; and to otherwise honor such persons as the City desires to recognize in accordance with criteria developed and approved by the City. This recognition program has been previously identified as the “City of Palm Springs the Walk of Stars,” and includes installation and maintenance of “Stars” designating the honorees located in the City’s sidewalk within public rights-of-way and on certain private property, hereinafter to be referred to as the “Program.” B. The City has determined that there is a need to assign administration of the Program to the Palm Springs Chamber of Commerce, whereby the Program will be administered similar to the Hollywood Walk of Fame that is administered by the Hollywood Chamber of Commerce. C. In 2016, Contractor submitted to City a proposal to administer the Program for the City under the terms of this Agreement. Based on that proposal, on June 6, 2018, the City entered into a contract services agreement with Contractor for the administration of the City of Palm Springs the Walk of Stars program. That agreement expires on June 30, 2023. D. Based on its experience, education, training, and reputation, Contractor is qualified and desires to continue providing the necessary services to City for administering the Program . E. City believes that the City, its citizens and visitors benefit from the Program, and desires to continue the Program under this Agreement providing for administration of the Program by the Contractor. 55575.18100\41383795.2 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 NOW THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1.CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall administer the Program as described in the Scope of Services attached to this Agreement as Exhibit “A” and incorporated by reference (the “Services”). Exhibit “A” includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2.TIME FOR COMPLETION The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Contractor. 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 as set forth in Exhibit “A”. The total amount of Compensation throughout the first five (5) years of the Term of this Agreement shall not exceed $623,700. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 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 as 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 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 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 .1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A”. Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 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 five (5) years, commencing on July 1, 2023, and ending on June 30, 2028. Upon mutual agreement of the Parties, this Agreement may be extended for two (2), optional one (1) year extensions, through June 30, 2030. This Agreement may be further amended to extend the term 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 ninety (90) 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 terminate this Agreement, with or without cause, upon ninety (90) 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 and work: Nona Watson, Chief Executive Officer. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 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. Therefore, 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. 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. 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: Nona Watson Chief Executive Officer 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 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Contractor is a "design professional" under California Civil Code Section 2782.8, then: A.To the fullest extent permitted by law, Contractor shall indemnify, defend (at Contractor’s sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually “Indemnified Party”; collectively “Indemnified Parties”) against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively “Claims”), including but not limited to Claims arising from injuries or death of persons (Contractor’s employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor’s negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement (“Indemnified Claims”), but Contractor’s liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B.The Contractor shall require all non-design-professional sub- contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub-section 7.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non-design-professional sub-contractors, used or sub- contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 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. 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 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 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. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in 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. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Palm Springs Chamber of Commerce Attention: Nona Watson 190 W. Amado Road Palm Springs, California 92262 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. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [ SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND PALM SPRIN GS CHAMBER OF COMMERCE IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: Palm Springs Chamber of Commerce, a California n -fit corporation By: ____________ _ Signature Signature Date:_,__1 o-P�l-�_r_0 - (2nd signature required for Corporations) Date: ----------- CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: ___ Item No. __ APPROVED AS TO FORM: ATTEST: 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 55575. l 8100\41383795.2 6/29/23 1.EE DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 8/28/2023 Docusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 EXHIBIT “A” SCOPE OF SERVICES Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 Exhibit A – Page 1 Task 1: Program Administration General Management Contractor shall provide all required management and administration services required to implement the Program on an annual basis. To that end, the City sets forth an expectation that the Program will be administered by Contractor in a similar fashion as the Hollywood Walk of Fame is administered by the Hollywood Chamber of Commerce. Contractor shall establish such application forms, documents, and processes as deemed reasonably necessary to administer the Program, including implementation through social networks, websites and other platforms. Contractor shall include a note on the application form, indicating the intent of the Program is to fund the Stars by a collection of community funding and not one single member of the family paying the majority of the cost. Contractor shall coordinate with the City’s Public Information Officer or such other staff as may be required to market the Program to the general public. Contractor shall be responsible to coordinate and provide all services necessary to develop and implement the Program. Advisory Committee Contractor shall establish an Advisory Committee to accept and review nominations of honorees to the Program, who will receive recognition through the installation of a “Star” within the City’s public sidewalk, or on private property with the written approval of the property owner, at locations recommended by the Contractor and approved by the City. The City may appoint one (1) City Councilmember to serve as a non-voting member of such Committee. Contractor shall be responsible for administering to the Advisory Committee as required to ensure the Advisory Committee is fully engaged and empowered to solicit, receive, review, and approve nominations of honorees to the Program. All nominees to the Program shall comply with criteria established by the City, as may be revised from time to time. The currently approved criteria is included as Attachment 1 to this Exhibit “A”, and shall not be changed without the written approval of the City. Contractor shall ensure that the Advisory Committee applies the City’s approved criteria, and no other criteria, in evaluating nominees to the Program. Contractor shall convene meetings of the Advisory Committee at least twice annually, or at such other times as deemed necessary by Contractor or City. City Oversight Oversight of the Program shall be provided by City Manager or his/her designee for the Program, (Contract Officer”). Contractor shall meet with the Contract Officer and appropriate City staff as reasonably necessary to review and discuss Contractor’s administration of the Program. All management, administration, and implementation of the Program is subject to the review and approval of the Contract Officer, under such regulations as the City Contract Officer may determine from time to time. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 Exhibit A – Page 2 Star Honorees Contractor shall endeavor to process a minimum of nine (9) to a maximum of twelve (12) new honorees to the Program, through installation of a “Star” and Dedication Ceremony for each honoree, on an annual basis. The City reserves the right to adjust the number of required new honorees as it may require from time to time, in consultation with Contractor. The City hereby establishes a fee of Fifteen Thousand Dollars ($15,000) as the cost to be included as an honoree to the Program, (the “Fee”). The City reserves the right to adjust the Fee as it may require from time to time, in consultation with Contractor. LGBTQ+ Individuals and Allies Contractor shall collaborate with the LGBTQ+ History & Archives of the Desert to identify existing honorees as LGBTQ+ individuals and allies and to update the existing City of Palm Springs Walk of Star honoree biographies on the City of Palm Springs the Walk of Stars Website and App with such a designation. In addition, for future honorees, Contractor shall, in collaboration with the LGBTQ+ History & Archives of the Desert include this new designation included in the honorees’ biographies. Donor/Contributor Releases Contractor shall obtain a written waiver and release from all donors or contributors paying the Fee or Corporate Fee, thereby waiving and releasing all rights, title, and interest to a “Star” for which they are paying the Fee or Corporate Fee. Contractor and City shall develop the waiver and release form to be used for this purpose. City Ownership of Stars Contractor acknowledges and understands that, during the term of this Agreement, City shall remain the sole owner of all of the Stars which are part of the Program as of the date of this Agreement, and that, during the term of this Agreement, City shall be the sole owner of all additional Stars which are added to the Program. City does not grant to Contractor any license or ownership rights to the Stars or the Program. Consistent Use of Branded Phrase – “City of Palm Springs the Walk of Stars” Contractor shall, in all media and references, consistently use the branded name, “City of Palm Springs the Walk of Stars”. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 Exhibit A – Page 3 Task 2: Program Implementation General Implementation Contractor shall be responsible for coordinating all activities related to installation of “Stars” and Dedication Ceremonies for new honorees to the Program as further identified herein. By this Agreement, City hereby grants to Contractor, its employees, agents and guests, permission to enter upon and use such portions of the City’s public rights-of-way where installation of “Stars” will occur and Dedication Ceremonies will be held. Contractor may propose installation of “Stars” anywhere in the City’s Uptown/Downtown District Area. At City’s sole discretion, relocation of any new “Star” may be requested by City in consultation with Contractor. Photographic Inventory Contractor shall develop and maintain a photographic inventory and an overall map of the City’s existing Program, and as further expanded under Contractor’s administration of the Program pursuant to this Agreement. Star Design For each “Star” to be installed for new honorees to the Program, Contractor shall continue to order, furnish and install a “Star” identical to those existing as of the effective date of this Agreement, manufactured by Hemet Valley Monuments, 506 Wellwood St., Beaumont, CA 92223, (951) 845-4627, as further described herein. Contractor may solicit other vendors for fabrication of Stars, provided that the Star meets the product specifications as required herein. Each “Star” shall be a solid sand-blasted granite block, approximately thirty-six inches (36”) wide by thirty-six inches (36”) long by three inches (3”) thick, and shall be installed flush with the existing sidewalk. The exposed surface of each Star shall be sand-blasted consistent with the requirements further specified herein, and shall include a design in the shape of a star, with a palm tree encircled inside the star; a photograph of the design is included as Attachment 2 to this Exhibit “A”. Any new “Star” shall be sand- blasted to ensure that the surface of the “Star” has an average, dry, static coefficient friction of at least 0.75 in accordance with applicable American Society for Testing and Materials (ASTM) standards. Installation on Private Property Any “Star” installed on private property shall require prior approval by the City, subject to Contractor’s receipt of written approval from the owner(s) of the property on which the “Star” is to be installed, on a form approved by the City Attorney, including comprehensive liability insurance which covers such private property and lists the City, the Palm Springs Chamber of Commerce, and the Program, as an additional insured. Contractor and City shall develop all such forms and insurance requirements to be used for this purpose. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 Exhibit A – Page 4 Star Installation Contractor shall be responsible for soliciting, reviewing and approving any contract for the physical installation of a new “Star”, requiring removal of existing sidewalk, installation of the new “Star”, and associated work as necessary to fully and completely install the “Star” within the existing sidewalk. Contractor shall provide notice to City of the firm selected by Contractor for this work, who shall be a licensed California contractor (Class A – General, or Class C-8 – Concrete). Contractor’s selected contractor shall obtain an encroachment permit from City prior to installation of a new “Star”, with such fees to be waived by City. Contractor shall coordinate payment of any costs associated with installation of a new “Star”, with such cost to be reimbursed to Contractor by the City on the subsequent monthly invoice submitted by Contractor. Copies of all contracts, invoices and proof of payment shall be included with any such invoice on which Contractor requests reimbursement for this direct cost. The cost for furnishing and installing a new “Star”, as well as a replacement “Star”, shall not exceed $4,250, without the prior written approval of the Contract Officer. Such actual costs shall be reimbursed to Contractor in addition to the fixed management fee, referenced below. Dedication Ceremonies Contractor shall be responsible for coordinating all activities associated with Dedication Ceremonies for the installation of a new “Star” for recognized honorees to the Program, including set up and take down (load/unload) of audio or visual equipment, seating and chairs, preparation and framing of any proclamation, entertainment, flowers, pins, plaques, and other items reasonably required for the Dedication Ceremony. Contractor shall coordinate payment of any costs associated with Dedication Ceremonies, with such cost to be reimbursed to Contractor by the City on the subsequent monthly invoice submitted by Contractor. Copies of all contracts, invoices and proof of payment shall be included with any such invoice on which Contractor requests reimbursement for this direct cost. The cost for planning and holding Dedication Ceremonies shall not exceed $1,750, without the prior written approval of the Contract Officer. Such actual costs shall be reimbursed to Contractor in addition to the fixed management fee, referenced below. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 Exhibit A – Page 5 Program Costs and Fees City shall compensate Contractor a fixed management fee of $3,333.33 per month, paid in monthly installments, not to exceed $40,000 annually, as compensation for all management services associated with administering the Program. In addition to the fixed management fee, City shall reimburse Contractor all direct costs incurred with implementation of the Program related to the furnishing and installation of a new “Star”, and with the planning and execution of a Dedication Ceremony for an honoree to the Program, subject to the monetary limits set forth above; and replacement of up to three (3) “Stars” annually, subject to the monetary limits set forth above. In addition to the management fee, direct costs, and annual star replacements referenced above, City shall pay Contractor a one-time cost not to exceed $1,200 during the first year of the Term to cover the reimbursement of event uniforms, stationery, and a podium. In its approval of any new honoree to the Program, Contractor shall coordinate payment of the Fee or Corporate Fee pursuant to the Program, with such payment made payable to the City of Palm Springs. City shall receive all such revenue generated by the Program through payment of the Fee or Corporate Fee. Pursuant to this Agreement, Contractor shall receive no benefit or payment associated with the Fee or Corporate Fee, other than payment of the fixed management fee and reimbursement of direct costs as specified herein. City Program Responsibilities City shall be responsible for maintenance of the Stars, including removal and replacement as may be required. Contractor shall identify any existing Stars that require removal and replacement, and provide notification to City. Contractor shall, subject to reimbursement by the City, replace up to three (3) “Stars” per calendar year. City shall be responsible for bi-annual testing of the Stars to ensure the surface of the Stars has an average, dry, static coefficient friction of at least 0.75 in accordance with applicable American Society for Testing and Materials (ASTM) standards. City shall be responsible for repairing any Stars that fail the ASTM test with regard to the static coefficient of friction. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 Attachment 1 - Exhibit A Attachment 1 to Exhibit “A” SELECTION CRITERIA FOR PROGRAM HONOREES Connection to City of Palm Springs: All honorees shall have a connection to the City of Palm Springs. Examples include having lived in Palm Springs, worked in Palm Springs, or contributed in some meaningful way to the City of Palm Springs. Humanitarian: A Meritorious Star will be considered for applicants who have greatly distinguished themselves with altruistic deeds and significant contributions to their city, state & country. The honoree should have received national or international recognition in the form of honors or awards. The honoree should be widely known by the general public to have helped alter the lives of people locally or internationally, or have had a significant positive effect on mankind, or the health and well-being within the community. Examples: Jackie Lee Houston, Harold Matzner Entertainment: Show business people who have distinguished themselves as actors, producers, directors, playwrights, cinematographers, musicians, either on Stage, Radio, Film, and/or Television, as well as people who have otherwise become prominent in the field of Entertainment. Each applicant in the field of entertainment should have been recognized by their peers, received significant honors and awards for their achievements, and be known or recognized internationally in their industry. Examples: Frank Sinatra, Trini Lopez, Sophia Loren, Marilyn Monroe, Elvis Presley Civic/Pioneer: A Meritorious Star will be considered for community members who have been prominently and historically linked to the development of Palm Springs such as early settlers, tribal members, and civic personalities with significant achievement who have distinguished themselves in the service of the community. Elected City of Palm Springs officials must be out of office one year to be eligible for nomination and must meet the criteria. Examples: Richard Milanovich, and Nellie Coffman Architect/Artist/Designer: Those leaders in the field of architecture and art who have helped shape the look and feel and character of Palm Springs on a national or international level, and whose works have been recognized on a national or international level. The nominee must have contributed to creating the unique style that Palm Springs is known for internationally. Examples: Michael Costello, Arthur Elrod, Ed Thrasher Sports Star: A star will be considered to those who have had a high level of success in the field of sports and have been recognized by peers in their field. They must have DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 Attachment 1 - Exhibit A been honored on a national or international level and received awards and honors from their peers for their achievements. Examples: Timothy Bradley Jr, Arnold Palmer Military: A star will be considered for those nominees who have had a distinguished career in the military. The nominee must have achieved Flag or General Rank in one of the United States Armed Services. They should also have received significant personal recognition for their military accomplishments and be the recipient of a Congressional Medal of Honor; the Army Distinguished Service Cross; the Navy Cross; the Air Force Cross; Defense Distinguished Service Medal; and/or The Silver Star. Examples: General Patton, General/President Eisenhower Literary: A star will be considered for authors, playwrights, screen writers or persons who penned literary works of considerable distinction, including those who have achieved national or international recognition in the field of writing with awards or special merits. A nominee should be recognized by their peers in their field and must have received awards for their achievements in the category selected for the application submitted. Examples: Daryl Ponicsan, Truman Capote. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 Attachment 2 - Exhibit A Attachment 2 to Exhibit “A” PHOTOGRAPHIC EXAMPLE OF STAR TO BE USED IN THE PROGRAM DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 Exhibit B EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insu red Retentions, and Severability of Interests (Separation of Insureds) DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 Exhibit B 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, DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 Exhibit B 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 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: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 55575.18100\41383795.2 Exhibit B 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. 4. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the 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: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 CITY COUNCIL STAFF REPORT DATE: JUNE 29, 2023 CONSENT CALENDAR SUBJECT: APPROVE CONTRACT SERVICES AGREEMENT NO. 23S140 WITH THE PALM SPRINGS CHAMBER OF COMMERCE FOR ADMINISTRATION OF THE PALM SPRINGS WALK OF STARS PROGRAM FROM: Scott C. Stiles, City Manager BY: Teresa Gallavan, Assistant City Manager SUMMARY: This action will approve a Contract Services Agreement with the Palm Springs Chamber of Commerce, a California non-profit corporation, to facilitate administration of the Palm Springs Walk of Stars Program. RECOMMENDATION: 1. Approve Contract Services Agreement No. 23S140 (Attachment A) with Palm Springs Chamber of Commerce to provide Administration of the Palm Springs Walk of Stars Program for an amount not to exceed $623,700 beginning July 1, 2023 through June 30, 2028, with two one-year extension options upon mutual agreement. 2.Authorize the City Manager or designee to execute all necessary documents. BUSINESS PRINCIPAL DISCLOSURE: According to the Public Integrity Disclosure form (Attachment B), Palm Springs Chamber of Commerce is a 501(C)6 Non-Profit registered in the State of California. BACKGROUND: The Palm Springs Walk of Stars Program (the “Program”) has been operating since 1992 under a License Agreement, until 2018, between the City of Palm Springs and the Palm Springs Walk of Stars (“PSWOS”), a California nonprofit organization. On May 1, 2013, the City Council approved License Agreement No. A4891 with PSWOS effective June 4, Item 1EE - Page 1 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 City Council Staff Report June 29, 2023 -- Page 2 Approve Contract Services Agreement for Administration of the Palm Springs Walk of Stars Program 2013, for a period of one year, with four automatic one-year extensions, that expired June 4, 2018. The Program has been administered by PSWOS to facilitate installation and maintenance of “Stars” within the City’s public rights-of-way, and within some privately owned sidewalk areas, to “honor personalities associated with the City in addition to show business celebrities who have made an impact worldwide in the area of show business”. In the City Council’s May 1, 2013, approval of the License Agreement, the Council appointed a member to serve on the PSWOS “Selection Committee” to evaluate nominees to receive a “Star” pursuant to the Program. At the time, Mayor Moon served as the appointee to the Selection Committee. On December 16, 2015, the Council established a new Ad-Hoc Subcommittee (Mayor Moon / Mayor Pro Tem Roberts) to coordinate with staff to evaluate renewal options and review Walk of Stars recipient criteria. This Ad-Hoc Subcommittee expired on June 30, 2018. The Council Ad-Hoc Subcommittee met numerous times over 2016 and 2017 to review the Walk of Stars Program. After careful evaluation, the Council Ad-Hoc Subcommittee recommend several changes to the program including modifying star recipient criteria. At the time stars required a $10,000 donation, which was increased to $15,000. The Subcommittee recommended entering into a new agreement with the Palm Springs Chamber of Commerce (“Chamber”) for administration of the Program, concurrent with the expiration of the License Agreement with PSWOS on June 4, 2018. This recommendation to coordinate administration of the Program with the Chamber related to a desire to have the Program generate revenue for the City in support of special events and parades sponsored by the City of Palm Springs, such as the annual Festival of Lights Parade, Veterans Day Parade, Fourth of July Fireworks, etc. The Council Ad-Hoc Subcommittee recognized the synergy that can be created through the Chamber in administering the Program in ways that are mutually beneficial to the City through its cooperative efforts with its membership, as well as its relationships with other Chambers of Commerce and industries. Moreover, the Council Ad-Hoc Subcommittee selected the Chamber to administer the Program specifically due to its relationship with the Hollywood Chamber of Commerce (“HCOC”), and an understanding of how to administer the City’s Program similar to the Hollywood Walk of Fame – a program that has been administered by the HCOC since its inception in the mid 1950’s. It was anticipated that the Chamber could implement many of the same processes in marketing the Program, evaluating and selecting nominees to receive “Stars” in the City’s Program, as the HCOC has successfully developed and implemented over the last 60 years for the Hollywood Walk of Fame. Item 1EE - Page 2 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 City Council Staff Report June 29, 2023 -- Page 3 Approve Contract Services Agreement for Administration of the Palm Springs Walk of Stars Program On June 6, 2018, City Council approved Contract Services Agreement No. A7153 with the Chamber for an initial three-year term with two one-year optional renewal terms, providing for an expiration date of June 30, 2023. STAFF ANALYSIS: Staff has prepared a Contract Services Agreement with the Chamber to administer the Program, with the following general terms and conditions: 1. Scope includes full responsibility for administering and implementing the Program, with an expectation that the Program will be administered by Chamber in a similar fashion as the Hollywood Walk of Fame is administered by the HCOC. The Chamber will receive a fixed management fee of $3,333 monthly ($40,000 annually) paid through revenues generated by the Program. 2. The Chamber will establish an Advisory Committee to accept, review, and approve nominations of honorees to the Program, subject to the criteria established by the Council. 3. City oversight of the Program will be provided through the City Manager’s Department. 4. The Chamber will endeavor to process a minimum of 9 and not more than 12 new honorees to the Program on an annual basis. 5. A $15,000 donation will be required for any honoree to the Program. 6. City continues to own all existing and future Stars and the Program; Chamber is expressly not granted a License to the Program. 7. The Chamber shall collaborate with the LGBTQ+ History & Archives of the Desert to identify existing and future honorees as LGBTQ+ individuals and allies, including updated biographies on the PSWOS Website and App. 8. The Chamber will coordinate all activities associated with installation of Stars and hosting Dedication Ceremonies, estimated to cost not more than $6,000 per Star. The Chamber will be reimbursed by City for direct costs incurred. 9. The Chamber will coordinate replacement of up to 3 replacement stars annually. The Chamber will be reimbursed by City for direct costs incurred. 10. City will remain responsible for maintenance of all Stars. Additionally, the Chamber will incur certain one-time program costs to purchase materials and supplies related to hosting the Dedication Ceremonies, such as event uniforms, stationery, and a podium, for up to $1,200, to be reimbursed by the City. Staff is recommending approval of a five-year contract term beginning July 1, 2023, through June 30, 2028, with two one-year extension options for a total of up to a seven- year term due to the Chamber’s special expertise in administering the program. The following table identifies the Program costs and revenues at the start of the existing contract to current, and proposed contract terms. Item 1EE - Page 3 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 City Council Staff Report June 29, 2023 -- Page 4 Approve Contract Services Agreement for Administration of the Palm Springs Walk of Stars Program Annual Program Expenses and Revenues Administration of Walk of Stars Program FY18/19 FY22/23 Proposed Revenue Maximum Honorees @ $15,000/each $ 180,000 $ 180,000 $ 180,000 Minimum Honorees @ $15,000/each $ 90,000 $ 90,000 $ 135,000 Expenses (based on 12 stars maximum) Star Installation $ 30,000 $ 48,321 $ 51,000 Dedication Ceremony $ 6,000 $ 21,000 $ 21,000 Program Administration $ 30,000 $ 40,000 $ 40,000 Star Replacements (up to 3 annually) $ 12,500 One-Time Costs $ 25,000 $ 4,000 $ 1,200 Total Expenses (based on maximum) $ 91,000 $ 113,321 $ 125,700 Total Expenses (based on minimum) $ 73,000 $ 78,660 $ 107,700 Net Maximum Operating Revenue $ 89,000 $ 66,679 $ 54,300 Net Minimum Operating Revenue $ 17,000 $ 11,340 $ 27,300 The net operating revenue generated by the Program will be utilized by the City to offset the City’s costs of maintenance of the stars, special events and parades, or other programs desired by the Council. The Program’s recipient criteria are detailed below and were established to emphasize the importance of candidates having had significance in their genre. SELECTION CRITERIA FOR PROGRAM HONOREES Humanitarian: A Meritorious Star will be considered for applicants who have greatly distinguished themselves with altruistic deeds and significant contributions to their city, state and country. The honoree should have received national or international recognition in the form of honors or awards. The honoree should be widely known by the general public to have helped alter the lives of people locally or internationally, or have had a significant positive effect on mankind, or the health and well-being within the community. Examples: Jackie Lee Houston, Harold Matzner Entertainment: Entertainment industry people who have distinguished themselves as actors, producers, directors, playwrights, cinematographers, musicians, either on Stage, Radio, Film, and/or Television, as well as people who have otherwise become prominent in the field of entertainment. Each applicant in the field of entertainment should have been recognized by their peers, received significant honors and awards for their achievements, and be known or recognized internationally in their industry. Examples: Frank Sinatra, Trini Lopez, Sophia Loren, Marilyn Monroe, Elvis Presley Item 1EE - Page 4 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 City Council Staff Report June 29, 2023 -- Page 5 Approve Contract Services Agreement for Administration of the Palm Springs Walk of Stars Program Civic/Pioneer: A Meritorious Star will be considered for community members who have been prominently and historically linked to the development of Palm Springs such as early settlers, tribal members, and civic personalities with significant achievement who have distinguished themselves in the service of the community. Elected City of Palm Springs officials must be out of office one year to be eligible for nomination and must meet the criteria. Examples: Richard Milanovich and Nellie Coffman Architect/Artist/Designer: Those leaders in the field of architecture and art who have helped shape the look, feel and character of Palm Springs on a national or international level, and whose works have been recognized on a national or international level. The nominee must have contributed to creating the unique style that Palm Springs is known for internationally. Examples: Michael Costello, Arthur Elrod, Ed Thrasher Sports Star: A star will be considered for those who have had a high level of success in the field of sports and have been recognized by peers in their field. They must have been honored on a national or international level and received awards and honors from their peers for their achievements. Examples: Timothy Bradley Jr, Arnold Palmer Military: A star will be considered for those nominees who have had a distinguished career in the military. The nominee must have achieved Flag or General Rank in one of the United States Armed Services. They should also have received significant personal recognition for their military accomplishments and be the recipient of a Congressional Medal of Honor; the Army Distinguished Service Cross; the Navy Cross; the Air Force Cross; Defense Distinguished Service Medal; and/or The Silver Star. Examples: General Patton, General/President Eisenhower Literary: A star will be considered for authors, playwrights, screen writers or persons who penned literary works of considerable distinction, including those who have achieved national or international recognition in the field of writing with awards or special merits. A nominee should be recognized by their peers in their field and must have received awards for their achievements in the category selected for the application submitted. Examples: Daryl Ponicsan, Truman Capote Staff is requesting approval of Contract Services Agreement No. 23S140 in the amount of $623,700, with the Palm Springs Chamber of Commerce, for Administration of the Palm Springs Walk of Stars Program. Item 1EE - Page 5 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 City Council Staff Report June 29, 2023 -- Page 6 Approve Contract Services Agreement for Administration of the Palm Springs Walk of Stars Program 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. ALIGNMENT WITH STRATEGIC PLANNING: Approval of this action supports the City Council principle of forward-thinking governance. FISCAL IMPACT: Sufficient funds are budgeted and available in the Fiscal Year 2023-24, and 2024-25 account 1002535-70030. REVIEWED BY: Procurement and Contracting Manager: Kim Baker Assistant City Manager: Teresa Gallavan City Manager: Scott Stiles ATTACHMENTS: A. Contract Services Agreement No. 23S140 B. Public Integrity Disclosure Item 1EE - Page 6 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 ATTACHMENT A Item 1EE - Page 7 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 CONTRACT SERVICES AGREEMENT NO. 23S140 Palm Springs Walk of Stars Program Administration THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on _ ___, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and the Palm Springs Chamber of Commerce, a California non-profit corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. The City has established a program to honor certain artists and celebrities from stage, radio, film, television; to honor literary artists, including authors, playwrights, and screenwriters; to honor local residents considered “Pioneers” or civic community leaders; to honor certain humanitarians who have contributed to charitable causes; to honor certain sports athletes; to honor certain distinguished members of the military; and to otherwise honor such persons as the City desires to recognize in accordance with criteria developed and approved by the City. This recognition program has been previously identified as the “Palm Springs Walk of Stars,” and includes installation and maintenance of “Stars” designating the honorees located in the City’s sidewalk within public rights-of-way and on certain private property, hereinafter to be referred to as the “Program.” B. The City has determined that there is a need to assign administration of the Program to the Palm Springs Chamber of Commerce, whereby the Program will be administered similar to the Hollywood Walk of Fame that is administered by the Hollywood Chamber of Commerce. C. In 2016, Contractor submitted to City a proposal to administer the Program for the City under the terms of this Agreement. Based on that proposal, on June 6, 2018, the City entered into a contract services agreement with Contractor for the administration of the Palm Springs Walk of Stars program. That agreement expires on June 30, 2023. D. Based on its experience, education, training, and reputation, Contractor is qualified and desires to continue providing the necessary services to City for administering the Program. E. City believes that the City, its citizens and visitors benefit from the Program, and desires to continue the Program under this Agreement providing for administration of the Program by the Contractor. Item 1EE - Page 8 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 NOW THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall administer the Program as described in the Scope of Services attached to this Agreement as Exhibit “A” and incorporated by reference (the “Services”). Exhibit “A” includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Contractor. 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 as set forth in Exhibit “A”. The total amount of Compensation throughout the first five (5) years of the Term of this Agreement shall not exceed $623,700. Item 1EE - Page 9 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 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 as 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 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 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 .1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A”. Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and Item 1EE - Page 10 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 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 five (5) years, commencing on July 1, 2023, and ending on June 30, 2028. Upon mutual agreement of the Parties, this Agreement may be extended for two (2), optional one (1) year extensions, through June 30, 2030. This Agreement may be further amended to extend the term 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 ninety (90) 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 terminate this Agreement, with or without cause, upon ninety (90) 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 and work: Nona Watson, Chief Executive Officer. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Item 1EE - Page 11 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 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. Therefore, 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. 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. 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: Nona Watson Chief Executive Officer 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 Item 1EE - Page 12 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Contractor is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Contractor shall indemnify, defend (at Contractor’s sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually “Indemnified Party”; collectively “Indemnified Parties”) against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively “Claims”), including but not limited to Claims arising from injuries or death of persons (Contractor’s employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor’s negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement (“Indemnified Claims”), but Contractor’s liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Contractor shall require all non-design-professional sub- contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub-section 7.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non-design-professional sub-contractors, used or sub- contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. Item 1EE - Page 13 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 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. 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 Item 1EE - Page 14 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 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. Item 1EE - Page 15 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in 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. Item 1EE - Page 16 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Palm Springs Chamber of Commerce Attention: Nona Watson 190 W. Amado Road Palm Springs, California 92262 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. 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. Item 1EE - Page 17 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [ SIGNATURES ON NEXT PAGE] Item 1EE - Page 18 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND PALM SPRINGS CHAMBER OF COMMERCE IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: Palm Springs Chamber of Commerce, a California non-profit corporation By: _____________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. APPROVED AS TO FORM: ATTEST: 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 Item 1EE - Page 19 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 EXHIBIT “A” SCOPE OF SERVICES Including, Schedule of Fees And Schedule of Performance Item 1EE - Page 20 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Exhibit A – Page 1 Task 1: Program Administration General Management Contractor shall provide all required management and administration services required to implement the Program on an annual basis. To that end, the City sets forth an expectation that the Program will be administered by Contractor in a similar fashion as the Hollywood Walk of Fame is administered by the Hollywood Chamber of Commerce. Contractor shall establish such application forms, documents, and processes as deemed reasonably necessary to administer the Program, including implementation through social networks, websites and other platforms. Contractor shall coordinate with the City’s Public Information Officer or such other staff as may be required to market the Program to the general public. Contractor shall be responsible to coordinate and provide all services necessary to develop and implement the Program. Advisory Committee Contractor shall establish an Advisory Committee to accept and review nominations of honorees to the Program, who will receive recognition through the installation of a “Star” within the City’s public sidewalk, or on private property with the written approval of the property owner, at locations recommended by the Contractor and approved by the City. Contractor shall be responsible for administering to the Advisory Committee as required to ensure the Advisory Committee is fully engaged and empowered to solicit, receive, review, and approve nominations of honorees to the Program. All nominees to the Program shall comply with criteria established by the City, as may be revised from time to time. The currently approved criteria is included as Attachment 1 to this Exhibit “A”, and shall not be changed without the written approval of the City. Contractor shall ensure that the Advisory Committee applies the City’s approved criteria, and no other criteria, in evaluating nominees to the Program. Contractor shall convene meetings of the Advisory Committee at least twice annually, or at such other times as deemed necessary by Contractor or City. City Oversight Oversight of the Program shall be provided by City Manager or his/her designee for the Program, (Contract Officer”). Contractor shall meet with the Contract Officer and appropriate City staff as reasonably necessary to review and discuss Contractor’s administration of the Program. All management, administration, and implementation of the Program is subject to the review and approval of the Contract Officer, under such regulations as the City Contract Officer may determine from time to time. Item 1EE - Page 21 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Exhibit A – Page 2 Star Honorees Contractor shall endeavor to process a minimum of nine (9) to a maximum of twelve (12) new honorees to the Program, through installation of a “Star” and Dedication Ceremony for each honoree, on an annual basis. The City reserves the right to adjust the number of required new honorees as it may require from time to time, in consultation with Contractor. The City hereby establishes a fee of Fifteen Thousand Dollars ($15,000) as the cost to be included as an honoree to the Program, (the “Fee”). The City reserves the right to adjust the Fee as it may require from time to time, in consultation with Contractor. LGBTQ+ Individuals and Allies Contractor shall collaborate with the LGBTQ+ History & Archives of the Desert to identify existing honorees as LGBTQ+ individuals and allies and to update the existing Walk of Star honoree biographies on the Walk of Stars Website and App with such a designation. In addition, for future honorees, Contractor shall, in collaboration with the LGBTQ+ History & Archives of the Desert include this new designation included in the honorees’ biographies. Donor/Contributor Releases Contractor shall obtain a written waiver and release from all donors or contributors paying the Fee or Corporate Fee, thereby waiving and releasing all rights, title, and interest to a “Star” for which they are paying the Fee or Corporate Fee. Contractor and City shall develop the waiver and release form to be used for this purpose. City Ownership of Stars Contractor acknowledges and understands that, during the term of this Agreement, City shall remain the sole owner of all of the Stars which are part of the Program as of the date of this Agreement, and that, during the term of this Agreement, City shall be the sole owner of all additional Stars which are added to the Program. City does not grant to Contractor any license or ownership rights to the Stars or the Program. Item 1EE - Page 22 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Exhibit A – Page 3 Task 2: Program Implementation General Implementation Contractor shall be responsible for coordinating all activities related to installation of “Stars” and Dedication Ceremonies for new honorees to the Program as further identified herein. By this Agreement, City hereby grants to Contractor, its employees, agents and guests, permission to enter upon and use such portions of the City’s public rights-of-way where installation of “Stars” will occur and Dedication Ceremonies will be held. Contractor may propose installation of “Stars” anywhere in the City’s Uptown/Downtown District Area. At City’s sole discretion, relocation of any new “Star” may be requested by City in consultation with Contractor. Photographic Inventory Contractor shall develop and maintain a photographic inventory and an overall map of the City’s existing Program, and as further expanded under Contractor’s administration of the Program pursuant to this Agreement. Star Design For each “Star” to be installed for new honorees to the Program, Contractor shall continue to order, furnish and install a “Star” identical to those existing as of the effective date of this Agreement, manufactured by Hemet Valley Monuments, 506 Wellwood St., Beaumont, CA 92223, (951) 845-4627, as further described herein. Contractor may solicit other vendors for fabrication of Stars, provided that the Star meets the product specifications as required herein. Each “Star” shall be a solid sand-blasted granite block, approximately thirty-six inches (36”) wide by thirty-six inches (36”) long by three inches (3”) thick, and shall be installed flush with the existing sidewalk. The exposed surface of each Star shall be sand-blasted consistent with the requirements further specified herein, and shall include a design in the shape of a star, with a palm tree encircled inside the star; a photograph of the design is included as Attachment 2 to this Exhibit “A”. Any new “Star” shall be sand- blasted to ensure that the surface of the “Star” has an average, dry, static coefficient friction of at least 0.75 in accordance with applicable American Society for Testing and Materials (ASTM) standards. Installation on Private Property Any “Star” installed on private property shall require prior approval by the City, subject to Contractor’s receipt of written approval from the owner(s) of the property on which the “Star” is to be installed, on a form approved by the City Attorney, including comprehensive liability insurance which covers such private property and lists the City, the Palm Springs Chamber of Commerce, and the Program, as an additional insured. Contractor and City shall develop all such forms and insurance requirements to be used for this purpose. Item 1EE - Page 23 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Exhibit A – Page 4 Star Installation Contractor shall be responsible for soliciting, reviewing and approving any contract for the physical installation of a new “Star”, requiring removal of existing sidewalk, installation of the new “Star”, and associated work as necessary to fully and completely install the “Star” within the existing sidewalk. Contractor shall provide notice to City of the firm selected by Contractor for this work, who shall be a licensed California contractor (Class A – General, or Class C-8 – Concrete). Contractor’s selected contractor shall obtain an encroachment permit from City prior to installation of a new “Star”, with such fees to be waived by City. Contractor shall coordinate payment of any costs associated with installation of a new “Star”, with such cost to be reimbursed to Contractor by the City on the subsequent monthly invoice submitted by Contractor. Copies of all contracts, invoices and proof of payment shall be included with any such invoice on which Contractor requests reimbursement for this direct cost. The cost for furnishing and installing a new “Star”, as well as a replacement “Star”, shall not exceed $4,250, without the prior written approval of the Contract Officer. Such actual costs shall be reimbursed to Contractor in addition to the fixed management fee, referenced below. Dedication Ceremonies Contractor shall be responsible for coordinating all activities associated with Dedication Ceremonies for the installation of a new “Star” for recognized honorees to the Program, including set up and take down (load/unload) of audio or visual equipment, seating and chairs, preparation and framing of any proclamation, entertainment, flowers, pins, plaques, and other items reasonably required for the Dedication Ceremony. Contractor shall coordinate payment of any costs associated with Dedication Ceremonies, with such cost to be reimbursed to Contractor by the City on the subsequent monthly invoice submitted by Contractor. Copies of all contracts, invoices and proof of payment shall be included with any such invoice on which Contractor requests reimbursement for this direct cost. The cost for planning and holding Dedication Ceremonies shall not exceed $1,750, without the prior written approval of the Contract Officer. Such actual costs shall be reimbursed to Contractor in addition to the fixed management fee, referenced below. Item 1EE - Page 24 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Exhibit A – Page 5 Program Costs and Fees City shall compensate Contractor a fixed management fee of $3,333.33 per month, paid in monthly installments, not to exceed $40,000 annually, as compensation for all management services associated with administering the Program. In addition to the fixed management fee, City shall reimburse Contractor all direct costs incurred with implementation of the Program related to the furnishing and installation of a new “Star”, and with the planning and execution of a Dedication Ceremony for an honoree to the Program, subject to the monetary limits set forth above; and replacement of up to three (3) “Stars” annually, subject to the monetary limits set forth above. In addition to the management fee, direct costs, and annual star replacements referenced above, City shall pay Contractor a one-time cost not to exceed $1,200 during the first year of the Term to cover the reimbursement of event uniforms, stationery, and a podium. In its approval of any new honoree to the Program, Contractor shall coordinate payment of the Fee or Corporate Fee pursuant to the Program, with such payment made payable to the City of Palm Springs. City shall receive all such revenue generated by the Program through payment of the Fee or Corporate Fee. Pursuant to this Agreement, Contractor shall receive no benefit or payment associated with the Fee or Corporate Fee, other than payment of the fixed management fee and reimbursement of direct costs as specified herein. City Program Responsibilities City shall be responsible for maintenance of the Stars, including removal and replacement as may be required. Contractor shall identify any existing Stars that require removal and replacement, and provide notification to City. Contractor shall, subject to reimbursement by the City, replace up to three (3) “Stars” per calendar year. City shall be responsible for bi-annual testing of the Stars to ensure the surface of the Stars has an average, dry, static coefficient friction of at least 0.75 in accordance with applicable American Society for Testing and Materials (ASTM) standards. City shall be responsible for repairing any Stars that fail the ASTM test with regard to the static coefficient of friction. Item 1EE - Page 25 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Attachment 1 - Exhibit A Attachment 1 to Exhibit “A” SELECTION CRITERIA FOR PROGRAM HONOREES Humanitarian: A Meritorious Star will be considered for applicants who have greatly distinguished themselves with altruistic deeds and significant contributions to their city, state & country. The honoree should have received national or international recognition in the form of honors or awards. The honoree should be widely known by the general public to have helped alter the lives of people locally or internationally, or have had a significant positive effect on mankind, or the health and well-being within the community. Examples: Jackie Lee Houston, Harold Matzner Entertainment: Show business people who have distinguished themselves as actors, producers, directors, playwrights, cinematographers, musicians, either on Stage, Radio, Film, and/or Television, as well as people who have otherwise become prominent in the field of Entertainment. Each applicant in the field of entertainment should have been recognized by their peers, received significant honors and awards for their achievements, and be known or recognized internationally in their industry. Examples: Frank Sinatra, Trini Lopez, Sophia Loren, Marilyn Monroe, Elvis Presley Civic/Pioneer: A Meritorious Star will be considered for community members who have been prominently and historically linked to the development of Palm Springs such as early settlers, tribal members, and civic personalities with significant achievement who have distinguished themselves in the service of the community. Elected City of Palm Springs officials must be out of office one year to be eligible for nomination and must meet the criteria. Examples: Richard Milanovich, and Nellie Coffman Architect/Artist/Designer: Those leaders in the field of architecture and art who have helped shape the look and feel and character of Palm Springs on a national or international level, and whose works have been recognized on a national or international level. The nominee must have contributed to creating the unique style that Palm Springs is known for internationally. Examples: Michael Costello, Arthur Elrod, Ed Thrasher Sports Star: A star will be considered to those who have had a high level of success in the field of sports and have been recognized by peers in their field. They must have been honored on a national or international level and received awards and honors from their peers for their achievements. Examples: Timothy Bradley Jr, Arnold Palmer Item 1EE - Page 26 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Attachment 1 - Exhibit A Military: A star will be considered for those nominees who have had a distinguished career in the military. The nominee must have achieved Flag or General Rank in one of the United States Armed Services. They should also have received significant personal recognition for their military accomplishments and be the recipient of a Congressional Medal of Honor; the Army Distinguished Service Cross; the Navy Cross; the Air Force Cross; Defense Distinguished Service Medal; and/or The Silver Star. Examples: General Patton, General/President Eisenhower Literary: A star will be considered for authors, playwrights, screen writers or persons who penned literary works of considerable distinction, including those who have achieved national or international recognition in the field of writing with awards or special merits. A nominee should be recognized by their peers in their field and must have received awards for their achievements in the category selected for the application submitted. Examples: Daryl Ponicsan, Truman Capote. Item 1EE - Page 27 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Attachment 2 - Exhibit A Attachment 2 to Exhibit “A” PHOTOGRAPHIC EXAMPLE OF STAR TO BE USED IN THE PROGRAM Item 1EE - Page 28 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Exhibit B 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 1EE - Page 29 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Exhibit B 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, Item 1EE - Page 30 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Exhibit B 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 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: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail Item 1EE - Page 31 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Exhibit B 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. 4. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the 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. Item 1EE - Page 32 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Exhibit B EXHIBIT “C” EXECUTIVE ORDER N-6-22 CERTIFICATION Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect. Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals. The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California. Signature: Printed Name: Title: Firm Name: Date: Item 1EE - Page 33 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 ATTACHMENT B Item 1EE - Page 34 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Item 1EE - Page 35 1. 2. 3 . 4 . Name of Entity PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM ftJfn Jp» Address of Entity (Principle Place of Business) ) Lf Q u)., ~ Loczol / p~ Local or California Address (if different than #2) State where Entity is Registered with Secretary of State 5. Type of Entity ~ /~ D Corporation D Limited Liability Company D Partnership D Trust rJ other (please spe i ) '!..: . c_ 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 -~fJ_DYltc_~~-{jJ--=--bJS-----'-.,_.c..._/);U ________ D Officer D Director D Member D Manager [name] D General Partner D Limited Partner '¢other era __________________ D Officer D Director D Member D Manager [name] D General Partner D Limited Partner D Other ____________ _ __________________ D Officer D Director D Member D Manager (Revised 09 13 18) [name] D General Partner D Limited Partner D Other ____________ _ CITY OF PA LM SPRINGS -PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 1 of 2 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Item 1EE - Page 36 7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entity EXAMPLE JANEDOE 50%, ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl A. [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl B. [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl C. [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl D. [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl E. [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signatur~rinted Name, Title Date {e )JJ ;}-f) 8 (Revised 09 13 18) 'JSdll) (:iD CITY OF PALM SPRINGS-PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 2 of 2 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Item 1EE - Page 37 Who Must File? CITY OF PALM SPRINGS PUBLIC INTEGRITY DISCLOSURE (INSTRUCTIONS FOR APPLICANTS) Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval , or an approval by one of the City's board or commissions. Why Must I File? The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney. Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following: (1) the owner/investor and the official have done business together during the year prior to the application; (2) the official has earned income from the owner/investor during the year prior to the filing of the application; (3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or (4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor's interest in the applicant entity, in relation to the application's outcome. When Must I File? You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed. (Revised 09 13 18) CITY OF PALM SPRINGS-PUBLIC INTEGRITY DISCLOSURE (INSTRUCTION FOR APPLICANTS) Page 1 of2 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 Item 1EE - Page 38 What Must I Disclose? A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.). Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed). B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant's application, or with the City Manager or City Attorney. PENALTIES Falsification of information or failure to report information required to be reported may subject you to administrative action by the City. (Revised 09 13 18) CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE (INSTRUCTION FOR APPLICANTS) Page 2 of 2 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223BDocusign Envelope ID: 2B5F0ED2-8000-4711-A4FD-8A986431F2F2 CONTRACT ABSTRACT Contract/Amendment Name of Contract: Contract Services Agreement Company Name: Palm Springs Chamber of Commerce Company Contact: Nona Watson Email: nwatson@pschamber.org Summary of Services: Administration of the PS Walk of Stars Program Contract Price: $603,700 Contract Term: 5 Years, with two optional 1-year renewal terms (July 1, 2023 – June 30, 2028) Public Integrity/ Business Disclosure Forms: Attached Contract Administration Lead Department: City Manager Contract Administrator/ Ext: Teresa Gallavan/Tabitha Richards x8202 Contract Approvals Council/City Manager Approval Date: June 29, 2023 Agreement Number: 23S140 Contract Compliance Exhibits: Attached Signatures: Attached Insurance: Attached Bonds: N/A Business License: W-9 20010206 Attached Sole Source Co-Op Sole Source N/A CoOp Agmt #: N/A Documents: CoOp Name: CoOp Pricing: Submitted on: 06/20/2023 By: Tabitha Richards Contract Abstract Form Rev 5.3.2023 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B CONTRACT SERVICES AGREEMENT NO. 23S140 City of Palm Springs the Walk of Stars Program Administration THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on July 1, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and the Palm Springs Chamber of Commerce, a California non-profit corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. The City has established a program to honor certain artists and celebrities from stage, radio, film, television; to honor literary artists, including authors, playwrights, and screenwriters; to honor local residents considered “Pioneers” or civic community leaders; to honor certain humanitarians who have contributed to charitable causes; to honor certain sports athletes; to honor certain distinguished members of the military; and to otherwise honor such persons as the City desires to recognize in accordance with criteria developed and approved by the City. This recognition program has been previously identified as the “City of Palm Springs the Walk of Stars,” and includes installation and maintenance of “Stars” designating the honorees located in the City’s sidewalk within public rights-of-way and on certain private property, hereinafter to be referred to as the “Program.” B. The City has determined that there is a need to assign administration of the Program to the Palm Springs Chamber of Commerce, whereby the Program will be administered similar to the Hollywood Walk of Fame that is administered by the Hollywood Chamber of Commerce. C. In 2016, Contractor submitted to City a proposal to administer the Program for the City under the terms of this Agreement. Based on that proposal, on June 6, 2018, the City entered into a contract services agreement with Contractor for the administration of the City of Palm Springs the Walk of Stars program. That agreement expires on June 30, 2023. D. Based on its experience, education, training, and reputation, Contractor is qualified and desires to continue providing the necessary services to City for administering the Program . E. City believes that the City, its citizens and visitors benefit from the Program, and desires to continue the Program under this Agreement providing for administration of the Program by the Contractor. 55575.18100\41383795.2 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 NOW THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1.CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall administer the Program as described in the Scope of Services attached to this Agreement as Exhibit “A” and incorporated by reference (the “Services”). Exhibit “A” includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2.TIME FOR COMPLETION The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Contractor. 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 as set forth in Exhibit “A”. The total amount of Compensation throughout the first five (5) years of the Term of this Agreement shall not exceed $623,700. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 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 as 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 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 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 .1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A”. Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 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 five (5) years, commencing on Ju ly 1, 2023, and ending on June 30, 2028. Upon mutual agreement of the Parties, this Agreement may be extended for two (2), optional one (1) year extensions, through June 30, 2030. This Agreement may be further amended to extend the term 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 ninety (90) 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 terminate this Agreement, with or without cause, upon ninety (90) 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 and work: Nona Watson, Chief Executive Officer. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 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. Therefore, 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. 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. 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: Nona Watson Chief Executive Officer 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 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Contractor is a "design professional" under California Civil Code Section 2782.8, then: A.To the fullest extent permitted by law, Contractor shall indemnify, defend (at Contractor’s sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually “Indemnified Party”; collectively “Indemnified Parties”) against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively “Claims”), including but not limited to Claims arising from injuries or death of persons (Contractor’s employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor’s negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement (“Indemnified Claims”), but Contractor’s liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B.The Contractor shall require all non-design-professional sub- contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub-section 7.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non-design-professional sub-contractors, used or sub- contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 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. 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 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 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. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in 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. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Palm Springs Chamber of Commerce Attention: Nona Watson 190 W. Amado Road Palm Springs, California 92262 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. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [ SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND PALM SPRIN GS CHAMBER OF COMMERCE IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: Palm Springs Chamber of Commerce, a California n -fit corporation By: ____________ _ Signature Signature Date:_,__1 o-P�l-�_r_0 - (2nd signature required for Corporations) Date: ----------- CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: ___ Item No. __ APPROVED AS TO FORM: ATTEST: 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 55575. l 8100\41383795.2 6/29/23 1.EE DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 8/28/2023 55575.18100\41383795.2 EXHIBIT “A” SCOPE OF SERVICES Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 Exhibit A – Page 1 Task 1: Program Administration General Management Contractor shall provide all required management and administration services required to implement the Program on an annual basis. To that end, the City sets forth an expectation that the Program will be administered by Contractor in a similar fashion as the Hollywood Walk of Fame is administered by the Hollywood Chamber of Commerce. Contractor shall establish such application forms, documents, and processes as deemed reasonably necessary to administer the Program, including implementation through social networks, websites and other platforms. Contractor shall include a note on the application form, indicating the intent of the Program is to fund the Stars by a collection of community funding and not one single member of the family paying the majority of the cost. Contractor shall coordinate with the City’s Public Information Officer or such other staff as may be required to market the Program to the general public. Contractor shall be responsible to coordinate and provide all services necessary to develop and implement the Program. Advisory Committee Contractor shall establish an Advisory Committee to accept and review nominations of honorees to the Program, who will receive recognition through the installation of a “Star” within the City’s public sidewalk, or on private property with the written approval of the property owner, at locations recommended by the Contractor and approved by the City. The City may appoint one (1) City Councilmember to serve as a non-voting member of such Committee. Contractor shall be responsible for administering to the Advisory Committee as required to ensure the Advisory Committee is fully engaged and empowered to solicit, receive, review, and approve nominations of honorees to the Program. All nominees to the Program shall comply with criteria established by the City, as may be revised from time to time. The currently approved criteria is included as Attachment 1 to this Exhibit “A”, and shall not be changed without the written approval of the City. Contractor shall ensure that the Advisory Committee applies the City’s approved criteria, and no other criteria, in evaluating nominees to the Program. Contractor shall convene meetings of the Advisory Committee at least twice annually, or at such other times as deemed necessary by Contractor or City. City Oversight Oversight of the Program shall be provided by City Manager or his/her designee for the Program, (Contract Officer”). Contractor shall meet with the Contract Officer and appropriate City staff as reasonably necessary to review and discuss Contractor’s administration of the Program. All management, administration, and implementation of the Program is subject to the review and approval of the Contract Officer, under such regulations as the City Contract Officer may determine from time to time. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 Exhibit A – Page 2 Star Honorees Contractor shall endeavor to process a minimum of nine (9) to a maximum of twelve (12) new honorees to the Program, through installation of a “Star” and Dedication Ceremony for each honoree, on an annual basis. The City reserves the right to adjust the number of required new honorees as it may require from time to time, in consultation with Contractor. The City hereby establishes a fee of Fifteen Thousand Dollars ($15,000) as the cost to be included as an honoree to the Program, (the “Fee”). The City reserves the right to adjust the Fee as it may require from time to time, in consultation with Contractor. LGBTQ+ Individuals and Allies Contractor shall collaborate with the LGBTQ+ History & Archives of the Desert to identify existing honorees as LGBTQ+ individuals and allies and to update the existing City of Palm Springs Walk of Star honoree biographies on the City of Palm Springs the Walk of Stars Website and App with such a designation. In addition, for future honorees, Contractor shall, in collaboration with the LGBTQ+ History & Archives of the Desert include this new designation included in the honorees’ biographies. Donor/Contributor Releases Contractor shall obtain a written waiver and release from all donors or contributors paying the Fee or Corporate Fee, thereby waiving and releasing all rights, title, and interest to a “Star” for which they are paying the Fee or Corporate Fee. Contractor and City shall develop the waiver and release form to be used for this purpose. City Ownership of Stars Contractor acknowledges and understands that, during the term of this Agreement, City shall remain the sole owner of all of the Stars which are part of the Program as of the date of this Agreement, and that, during the term of this Agreement, City shall be the sole owner of all additional Stars which are added to the Program. City does not grant to Contractor any license or ownership rights to the Stars or the Program. Consistent Use of Branded Phrase – “City of Palm Springs the Walk of Stars” Contractor shall, in all media and references, consistently use the branded name, “City of Palm Springs the Walk of Stars”. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 Exhibit A – Page 3 Task 2: Program Implementation General Implementation Contractor shall be responsible for coordinating all activities related to installation of “Stars” and Dedication Ceremonies for new honorees to the Program as further identified herein. By this Agreement, City hereby grants to Contractor, its employees, agents and guests, permission to enter upon and use such portions of the City’s public rights-of-way where installation of “Stars” will occur and Dedication Ceremonies will be held. Contractor may propose installation of “Stars” anywhere in the City’s Uptown/Downtown District Area. At City’s sole discretion, relocation of any new “Star” may be requested by City in consultation with Contractor. Photographic Inventory Contractor shall develop and maintain a photographic inventory and an overall map of the City’s existing Program, and as further expanded under Contractor’s administration of the Program pursuant to this Agreement. Star Design For each “Star” to be installed for new honorees to the Program, Contractor shall continue to order, furnish and install a “Star” identical to those existing as of the effective date of this Agreement, manufactured by Hemet Valley Monuments, 506 Wellwood St., Beaumont, CA 92223, (951) 845-4627, as further described herein. Contractor may solicit other vendors for fabrication of Stars, provided that the Star meets the product specifications as required herein. Each “Star” shall be a solid sand-blasted granite block, approximately thirty-six inches (36”) wide by thirty-six inches (36”) long by three inches (3”) thick, and shall be installed flush with the existing sidewalk. The exposed surface of each Star shall be sand-blasted consistent with the requirements further specified herein, and shall include a design in the shape of a star, with a palm tree encircled inside the star; a photograph of the design is included as Attachment 2 to this Exhibit “A”. Any new “Star” shall be sand- blasted to ensure that the surface of the “Star” has an average, dry, static coefficient friction of at least 0.75 in accordance with applicable American Society for Testing and Materials (ASTM) standards. Installation on Private Property Any “Star” installed on private property shall require prior approval by the City, subject to Contractor’s receipt of written approval from the owner(s) of the property on which the “Star” is to be installed, on a form approved by the City Attorney, including comprehensive liability insurance which covers such private property and lists the City, the Palm Springs Chamber of Commerce, and the Program, as an additional insured. Contractor and City shall develop all such forms and insurance requirements to be used for this purpose. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 Exhibit A – Page 4 Star Installation Contractor shall be responsible for soliciting, reviewing and approving any contract for the physical installation of a new “Star”, requiring removal of existing sidewalk, installation of the new “Star”, and associated work as necessary to fully and completely install the “Star” within the existing sidewalk. Contractor shall provide notice to City of the firm selected by Contractor for this work, who shall be a licensed California contractor (Class A – General, or Class C-8 – Concrete). Contractor’s selected contractor shall obtain an encroachment permit from City prior to installation of a new “Star”, with such fees to be waived by City. Contractor shall coordinate payment of any costs associated with installation of a new “Star”, with such cost to be reimbursed to Contractor by the City on the subsequent monthly invoice submitted by Contractor. Copies of all contracts, invoices and proof of payment shall be included with any such invoice on which Contractor requests reimbursement for this direct cost. The cost for furnishing and installing a new “Star”, as well as a replacement “Star”, shall not exceed $4,250, without the prior written approval of the Contract Officer. Such actual costs shall be reimbursed to Contractor in addition to the fixed management fee, referenced below. Dedication Ceremonies Contractor shall be responsible for coordinating all activities associated with Dedication Ceremonies for the installation of a new “Star” for recognized honorees to the Program, including set up and take down (load/unload) of audio or visual equipment, seating and chairs, preparation and framing of any proclamation, entertainment, flowers, pins, plaques, and other items reasonably required for the Dedication Ceremony. Contractor shall coordinate payment of any costs associated with Dedication Ceremonies, with such cost to be reimbursed to Contractor by the City on the subsequent monthly invoice submitted by Contractor. Copies of all contracts, invoices and proof of payment shall be included with any such invoice on which Contractor requests reimbursement for this direct cost. The cost for planning and holding Dedication Ceremonies shall not exceed $1,750, without the prior written approval of the Contract Officer. Such actual costs shall be reimbursed to Contractor in addition to the fixed management fee, referenced below. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 Exhibit A – Page 5 Program Costs and Fees City shall compensate Contractor a fixed management fee of $3,333.33 per month, paid in monthly installments, not to exceed $40,000 annually, as compensation for all management services associated with administering the Program. In addition to the fixed management fee, City shall reimburse Contractor all direct costs incurred with implementation of the Program related to the furnishing and installation of a new “Star”, and with the planning and execution of a Dedication Ceremony for an honoree to the Program, subject to the monetary limits set forth above; and replacement of up to three (3) “Stars” annually, subject to the monetary limits set forth above. In addition to the management fee, direct costs, and annual star replacements referenced above, City shall pay Contractor a one-time cost not to exceed $1,200 during the first year of the Term to cover the reimbursement of event uniforms, stationery, and a podium. In its approval of any new honoree to the Program, Contractor shall coordinate payment of the Fee or Corporate Fee pursuant to the Program, with such payment made payable to the City of Palm Springs. City shall receive all such revenue generated by the Program through payment of the Fee or Corporate Fee. Pursuant to this Agreement, Contractor shall receive no benefit or payment associated with the Fee or Corporate Fee, other than payment of the fixed management fee and reimbursement of direct costs as specified herein. City Program Responsibilities City shall be responsible for maintenance of the Stars, including removal and replacement as may be required. Contractor shall identify any existing Stars that require removal and replacement, and provide notification to City. Contractor shall, subject to reimbursement by the City, replace up to three (3) “Stars” per calendar year. City shall be responsible for bi-annual testing of the Stars to ensure the surface of the Stars has an average, dry, static coefficient friction of at least 0.75 in accordance with applicable American Society for Testing and Materials (ASTM) standards. City shall be responsible for repairing any Stars that fail the ASTM test with regard to the static coefficient of friction. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 Attachment 1 - Exhibit A Attachment 1 to Exhibit “A” SELECTION CRITERIA FOR PROGRAM HONOREES Connection to City of Palm Springs: All honorees shall have a connection to the City of Palm Springs. Examples include having lived in Palm Springs, worked in Palm Springs, or contributed in some meaningful way to the City of Palm Springs. Humanitarian: A Meritorious Star will be considered for applicants who have greatly distinguished themselves with altruistic deeds and significant contributions to their city, state & country. The honoree should have received national or international recognition in the form of honors or awards. The honoree should be widely known by the general public to have helped alter the lives of people locally or internationally, or have had a significant positive effect on mankind, or the health and well-being within the community. Examples: Jackie Lee Houston, Harold Matzner Entertainment: Show business people who have distinguished themselves as actors, producers, directors, playwrights, cinematographers, musicians, either on Stage, Radio, Film, and/or Television, as well as people who have otherwise become prominent in the field of Entertainment. Each applicant in the field of entertainment should have been recognized by their peers, received significant honors and awards for their achievements, and be known or recognized internationally in their industry. Examples: Frank Sinatra, Trini Lopez, Sophia Loren, Marilyn Monroe, Elvis Presley Civic/Pioneer: A Meritorious Star will be considered for community members who have been prominently and historically linked to the development of Palm Springs such as early settlers, tribal members, and civic personalities with significant achievement who have distinguished themselves in the service of the community. Elected City of Palm Springs officials must be out of office one year to be eligible for nomination and must meet the criteria. Examples: Richard Milanovich, and Nellie Coffman Architect/Artist/Designer: Those leaders in the field of architecture and art who have helped shape the look and feel and character of Palm Springs on a national or international level, and whose works have been recognized on a national or international level. The nominee must have contributed to creating the unique style that Palm Springs is known for internationally. Examples: Michael Costello, Arthur Elrod, Ed Thrasher Sports Star: A star will be considered to those who have had a high level of success in the field of sports and have been recognized by peers in their field. They must have DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 Attachment 1 - Exhibit A been honored on a national or international level and received awards and honors from their peers for their achievements. Examples: Timothy Bradley Jr, Arnold Palmer Military: A star will be considered for those nominees who have had a distinguished career in the military. The nominee must have achieved Flag or General Rank in one of the United States Armed Services. They should also have received significant personal recognition for their military accomplishments and be the recipient of a Congressional Medal of Honor; the Army Distinguished Service Cross; the Navy Cross; the Air Force Cross; Defense Distinguished Service Medal; and/or The Silver Star. Examples: General Patton, General/President Eisenhower Literary: A star will be considered for authors, playwrights, screen writers or persons who penned literary works of considerable distinction, including those who have achieved national or international recognition in the field of writing with awards or special merits. A nominee should be recognized by their peers in their field and must have received awards for their achievements in the category selected for the application submitted. Examples: Daryl Ponicsan, Truman Capote. DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 Attachment 2 - Exhibit A Attachment 2 to Exhibit “A” PHOTOGRAPHIC EXAMPLE OF STAR TO BE USED IN THE PROGRAM DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 Exhibit B EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insu red Retentions, and Severability of Interests (Separation of Insureds) DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 Exhibit B 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, DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 Exhibit B 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 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: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 55575.18100\41383795.2 Exhibit B 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. 4. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the 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: A9EE4143-C760-41FA-B031-0DCA1C12223B DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 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 SUBRWVDADDLINSD 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 belowIf 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 HIREDAUTOS ONLY Palm Springs, California 92262 3200 E. Tahquitz Canyon Way Attention: City Manager/ City Clerk City of Palm Springs City of Palm Springs and its respective elected officials, officers, employees, agents, and volunteers are listed as Additional Insured. This insurance is primary and non- contributory over any insurance or self-insurance the City may have. RE: Written Contract ***30 DAY NOTICE OF CANCELLATION*** $ 1,000,000EPLI $ 1,000,000D&O 09/01/2409/01/23NDO1574209EDirectors & Officers (D&O) & EPLIC 1,000,000 1,000,000 1,000,00005/01/2405/01/23PAWC444734B 1,000,000 09/01/2409/01/23PHPK2317722A 1,000,000Professional (E&O) 2,000,000 2,000,000 1,000,000 5,000 100,000 1,000,000 09/01/2409/01/23PHPK2317722YYProfessional LiabilityA 25895United States Liability Co. (USLI) 42390Berkshire Hathaway (Guard) 18058Philadelphia Insurance Co. Palm Springs, CA 92262 190 W Amado Rd Palm Springs Chamber of Commerce eric@stancoinsuranceservices.com (760)262-9059(760)262-9545 La Quinta, CA 92253 78365 Hwy 111 #285 STANCO INSURANCE SERVICES INC 08/24/23 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B CITY COUNCIL STAFF REPORT DATE: JUNE 29, 2023 CONSENT CALENDAR SUBJECT: APPROVE CONTRACT SERVICES AGREEMENT NO. 23S140 WITH THE PALM SPRINGS CHAMBER OF COMMERCE FOR ADMINISTRATION OF THE PALM SPRINGS WALK OF STARS PROGRAM FROM: Scott C. Stiles, City Manager BY: Teresa Gallavan, Assistant City Manager SUMMARY: This action will approve a Contract Services Agreement with the Palm Springs Chamber of Commerce, a California non-profit corporation, to facilitate administration of the Palm Springs Walk of Stars Program. RECOMMENDATION: 1. Approve Contract Services Agreement No. 23S140 (Attachment A) with Palm Springs Chamber of Commerce to provide Administration of the Palm Springs Walk of Stars Program for an amount not to exceed $623,700 beginning July 1, 2023 through June 30, 2028, with two one-year extension options upon mutual agreement. 2.Authorize the City Manager or designee to execute all necessary documents. BUSINESS PRINCIPAL DISCLOSURE: According to the Public Integrity Disclosure form (Attachment B), Palm Springs Chamber of Commerce is a 501(C)6 Non-Profit registered in the State of California. BACKGROUND: The Palm Springs Walk of Stars Program (the “Program”) has been operating since 1992 under a License Agreement, until 2018, between the City of Palm Springs and the Palm Springs Walk of Stars (“PSWOS”), a California nonprofit organization. On May 1, 2013, the City Council approved License Agreement No. A4891 with PSWOS effective June 4, Item 1EE - Page 1 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B City Council Staff Report June 29, 2023 -- Page 2 Approve Contract Services Agreement for Administration of the Palm Springs Walk of Stars Program 2013, for a period of one year, with four automatic one-year extensions, that expired June 4, 2018. The Program has been administered by PSWOS to facilitate installation and maintenance of “Stars” within the City’s public rights-of-way, and within some privately owned sidewalk areas, to “honor personalities associated with the City in addition to show business celebrities who have made an impact worldwide in the area of show business”. In the City Council’s May 1, 2013, approval of the License Agreement, the Council appointed a member to serve on the PSWOS “Selection Committee” to evaluate nominees to receive a “Star” pursuant to the Program. At the time, Mayor Moon served as the appointee to the Selection Committee. On December 16, 2015, the Council established a new Ad-Hoc Subcommittee (Mayor Moon / Mayor Pro Tem Roberts) to coordinate with staff to evaluate renewal options and review Walk of Stars recipient criteria. This Ad-Hoc Subcommittee expired on June 30, 2018. The Council Ad-Hoc Subcommittee met numerous times over 2016 and 2017 to review the Walk of Stars Program. After careful evaluation, the Council Ad-Hoc Subcommittee recommend several changes to the program including modifying star recipient criteria. At the time stars required a $10,000 donation, which was increased to $15,000. The Subcommittee recommended entering into a new agreement with the Palm Springs Chamber of Commerce (“Chamber”) for administration of the Program, concurrent with the expiration of the License Agreement with PSWOS on June 4, 2018. This recommendation to coordinate administration of the Program with the Chamber related to a desire to have the Program generate revenue for the City in support of special events and parades sponsored by the City of Palm Springs, such as the annual Festival of Lights Parade, Veterans Day Parade, Fourth of July Fireworks, etc. The Council Ad-Hoc Subcommittee recognized the synergy that can be created through the Chamber in administering the Program in ways that are mutually beneficial to the City through its cooperative efforts with its membership, as well as its relationships with other Chambers of Commerce and industries. Moreover, the Council Ad-Hoc Subcommittee selected the Chamber to administer the Program specifically due to its relationship with the Hollywood Chamber of Commerce (“HCOC”), and an understanding of how to administer the City’s Program similar to the Hollywood Walk of Fame – a program that has been administered by the HCOC since its inception in the mid 1950’s. It was anticipated that the Chamber could implement many of the same processes in marketing the Program, evaluating and selecting nominees to receive “Stars” in the City’s Program, as the HCOC has successfully developed and implemented over the last 60 years for the Hollywood Walk of Fame. Item 1EE - Page 2 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B City Council Staff Report June 29, 2023 -- Page 3 Approve Contract Services Agreement for Administration of the Palm Springs Walk of Stars Program On June 6, 2018, City Council approved Contract Services Agreement No. A7153 with the Chamber for an initial three-year term with two one-year optional renewal terms, providing for an expiration date of June 30, 2023. STAFF ANALYSIS: Staff has prepared a Contract Services Agreement with the Chamber to administer the Program, with the following general terms and conditions: 1. Scope includes full responsibility for administering and implementing the Program, with an expectation that the Program will be administered by Chamber in a similar fashion as the Hollywood Walk of Fame is administered by the HCOC. The Chamber will receive a fixed management fee of $3,333 monthly ($40,000 annually) paid through revenues generated by the Program. 2. The Chamber will establish an Advisory Committee to accept, review, and approve nominations of honorees to the Program, subject to the criteria established by the Council. 3. City oversight of the Program will be provided through the City Manager’s Department. 4. The Chamber will endeavor to process a minimum of 9 and not more than 12 new honorees to the Program on an annual basis. 5. A $15,000 donation will be required for any honoree to the Program. 6. City continues to own all existing and future Stars and the Program; Chamber is expressly not granted a License to the Program. 7. The Chamber shall collaborate with the LGBTQ+ History & Archives of the Desert to identify existing and future honorees as LGBTQ+ individuals and allies, including updated biographies on the PSWOS Website and App. 8. The Chamber will coordinate all activities associated with installation of Stars and hosting Dedication Ceremonies, estimated to cost not more than $6,000 per Star. The Chamber will be reimbursed by City for direct costs incurred. 9. The Chamber will coordinate replacement of up to 3 replacement stars annually. The Chamber will be reimbursed by City for direct costs incurred. 10. City will remain responsible for maintenance of all Stars. Additionally, the Chamber will incur certain one-time program costs to purchase materials and supplies related to hosting the Dedication Ceremonies, such as event uniforms, stationery, and a podium, for up to $1,200, to be reimbursed by the City. Staff is recommending approval of a five-year contract term beginning July 1, 2023, through June 30, 2028, with two one-year extension options for a total of up to a seven- year term due to the Chamber’s special expertise in administering the program. The following table identifies the Program costs and revenues at the start of the existing contract to current, and proposed contract terms. Item 1EE - Page 3 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B City Council Staff Report June 29, 2023 -- Page 4 Approve Contract Services Agreement for Administration of the Palm Springs Walk of Stars Program Annual Program Expenses and Revenues Administration of Walk of Stars Program FY18/19 FY22/23 Proposed Revenue Maximum Honorees @ $15,000/each $ 180,000 $ 180,000 $ 180,000 Minimum Honorees @ $15,000/each $ 90,000 $ 90,000 $ 135,000 Expenses (based on 12 stars maximum) Star Installation $ 30,000 $ 48,321 $ 51,000 Dedication Ceremony $ 6,000 $ 21,000 $ 21,000 Program Administration $ 30,000 $ 40,000 $ 40,000 Star Replacements (up to 3 annually) $ 12,500 One-Time Costs $ 25,000 $ 4,000 $ 1,200 Total Expenses (based on maximum) $ 91,000 $ 113,321 $ 125,700 Total Expenses (based on minimum) $ 73,000 $ 78,660 $ 107,700 Net Maximum Operating Revenue $ 89,000 $ 66,679 $ 54,300 Net Minimum Operating Revenue $ 17,000 $ 11,340 $ 27,300 The net operating revenue generated by the Program will be utilized by the City to offset the City’s costs of maintenance of the stars, special events and parades, or other programs desired by the Council. The Program’s recipient criteria are detailed below and were established to emphasize the importance of candidates having had significance in their genre. SELECTION CRITERIA FOR PROGRAM HONOREES Humanitarian: A Meritorious Star will be considered for applicants who have greatly distinguished themselves with altruistic deeds and significant contributions to their city, state and country. The honoree should have received national or international recognition in the form of honors or awards. The honoree should be widely known by the general public to have helped alter the lives of people locally or internationally, or have had a significant positive effect on mankind, or the health and well-being within the community. Examples: Jackie Lee Houston, Harold Matzner Entertainment: Entertainment industry people who have distinguished themselves as actors, producers, directors, playwrights, cinematographers, musicians, either on Stage, Radio, Film, and/or Television, as well as people who have otherwise become prominent in the field of entertainment. Each applicant in the field of entertainment should have been recognized by their peers, received significant honors and awards for their achievements, and be known or recognized internationally in their industry. Examples: Frank Sinatra, Trini Lopez, Sophia Loren, Marilyn Monroe, Elvis Presley Item 1EE - Page 4 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B City Council Staff Report June 29, 2023 -- Page 5 Approve Contract Services Agreement for Administration of the Palm Springs Walk of Stars Program Civic/Pioneer: A Meritorious Star will be considered for community members who have been prominently and historically linked to the development of Palm Springs such as early settlers, tribal members, and civic personalities with significant achievement who have distinguished themselves in the service of the community. Elected City of Palm Springs officials must be out of office one year to be eligible for nomination and must meet the criteria. Examples: Richard Milanovich and Nellie Coffman Architect/Artist/Designer: Those leaders in the field of architecture and art who have helped shape the look, feel and character of Palm Springs on a national or international level, and whose works have been recognized on a national or international level. The nominee must have contributed to creating the unique style that Palm Springs is known for internationally. Examples: Michael Costello, Arthur Elrod, Ed Thrasher Sports Star: A star will be considered for those who have had a high level of success in the field of sports and have been recognized by peers in their field. They must have been honored on a national or international level and received awards and honors from their peers for their achievements. Examples: Timothy Bradley Jr, Arnold Palmer Military: A star will be considered for those nominees who have had a distinguished career in the military. The nominee must have achieved Flag or General Rank in one of the United States Armed Services. They should also have received significant personal recognition for their military accomplishments and be the recipient of a Congressional Medal of Honor; the Army Distinguished Service Cross; the Navy Cross; the Air Force Cross; Defense Distinguished Service Medal; and/or The Silver Star. Examples: General Patton, General/President Eisenhower Literary: A star will be considered for authors, playwrights, screen writers or persons who penned literary works of considerable distinction, including those who have achieved national or international recognition in the field of writing with awards or special merits. A nominee should be recognized by their peers in their field and must have received awards for their achievements in the category selected for the application submitted. Examples: Daryl Ponicsan, Truman Capote Staff is requesting approval of Contract Services Agreement No. 23S140 in the amount of $623,700, with the Palm Springs Chamber of Commerce, for Administration of the Palm Springs Walk of Stars Program. Item 1EE - Page 5 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B City Council Staff Report June 29, 2023 -- Page 6 Approve Contract Services Agreement for Administration of the Palm Springs Walk of Stars Program 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. ALIGNMENT WITH STRATEGIC PLANNING: Approval of this action supports the City Council principle of forward-thinking governance. FISCAL IMPACT: Sufficient funds are budgeted and available in the Fiscal Year 2023-24, and 2024-25 account 1002535-70030. REVIEWED BY: Procurement and Contracting Manager: Kim Baker Assistant City Manager: Teresa Gallavan City Manager: Scott Stiles ATTACHMENTS: A. Contract Services Agreement No. 23S140 B. Public Integrity Disclosure Item 1EE - Page 6 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B ATTACHMENT A Item 1EE - Page 7 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B CONTRACT SERVICES AGREEMENT NO. 23S140 Palm Springs Walk of Stars Program Administration THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on _ ___, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and the Palm Springs Chamber of Commerce, a California non-profit corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. The City has established a program to honor certain artists and celebrities from stage, radio, film, television; to honor literary artists, including authors, playwrights, and screenwriters; to honor local residents considered “Pioneers” or civic community leaders; to honor certain humanitarians who have contributed to charitable causes; to honor certain sports athletes; to honor certain distinguished members of the military; and to otherwise honor such persons as the City desires to recognize in accordance with criteria developed and approved by the City. This recognition program has been previously identified as the “Palm Springs Walk of Stars,” and includes installation and maintenance of “Stars” designating the honorees located in the City’s sidewalk within public rights-of-way and on certain private property, hereinafter to be referred to as the “Program.” B. The City has determined that there is a need to assign administration of the Program to the Palm Springs Chamber of Commerce, whereby the Program will be administered similar to the Hollywood Walk of Fame that is administered by the Hollywood Chamber of Commerce. C. In 2016, Contractor submitted to City a proposal to administer the Program for the City under the terms of this Agreement. Based on that proposal, on June 6, 2018, the City entered into a contract services agreement with Contractor for the administration of the Palm Springs Walk of Stars program. That agreement expires on June 30, 2023. D. Based on its experience, education, training, and reputation, Contractor is qualified and desires to continue providing the necessary services to City for administering the Program. E. City believes that the City, its citizens and visitors benefit from the Program, and desires to continue the Program under this Agreement providing for administration of the Program by the Contractor. Item 1EE - Page 8 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B NOW THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall administer the Program as described in the Scope of Services attached to this Agreement as Exhibit “A” and incorporated by reference (the “Services”). Exhibit “A” includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Contractor. 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 as set forth in Exhibit “A”. The total amount of Compensation throughout the first five (5) years of the Term of this Agreement shall not exceed $623,700. Item 1EE - Page 9 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 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 as 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 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 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 .1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A”. Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and Item 1EE - Page 10 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 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 five (5) years, commencing on July 1, 2023, and ending on June 30, 2028. Upon mutual agreement of the Parties, this Agreement may be extended for two (2), optional one (1) year extensions, through June 30, 2030. This Agreement may be further amended to extend the term 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 ninety (90) 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 terminate this Agreement, with or without cause, upon ninety (90) 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 and work: Nona Watson, Chief Executive Officer. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Item 1EE - Page 11 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 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. Therefore, 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. 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. 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: Nona Watson Chief Executive Officer 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 Item 1EE - Page 12 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Contractor is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Contractor shall indemnify, defend (at Contractor’s sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually “Indemnified Party”; collectively “Indemnified Parties”) against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively “Claims”), including but not limited to Claims arising from injuries or death of persons (Contractor’s employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor’s negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement (“Indemnified Claims”), but Contractor’s liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Contractor shall require all non-design-professional sub- contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub-section 7.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non-design-professional sub-contractors, used or sub- contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. Item 1EE - Page 13 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 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. 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 Item 1EE - Page 14 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 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. Item 1EE - Page 15 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in 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. Item 1EE - Page 16 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Palm Springs Chamber of Commerce Attention: Nona Watson 190 W. Amado Road Palm Springs, California 92262 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. 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. Item 1EE - Page 17 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [ SIGNATURES ON NEXT PAGE] Item 1EE - Page 18 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND PALM SPRINGS CHAMBER OF COMMERCE IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: Palm Springs Chamber of Commerce, a California non-profit corporation By: _____________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. APPROVED AS TO FORM: ATTEST: 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 Item 1EE - Page 19 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B EXHIBIT “A” SCOPE OF SERVICES Including, Schedule of Fees And Schedule of Performance Item 1EE - Page 20 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Exhibit A – Page 1 Task 1: Program Administration General Management Contractor shall provide all required management and administration services required to implement the Program on an annual basis. To that end, the City sets forth an expectation that the Program will be administered by Contractor in a similar fashion as the Hollywood Walk of Fame is administered by the Hollywood Chamber of Commerce. Contractor shall establish such application forms, documents, and processes as deemed reasonably necessary to administer the Program, including implementation through social networks, websites and other platforms. Contractor shall coordinate with the City’s Public Information Officer or such other staff as may be required to market the Program to the general public. Contractor shall be responsible to coordinate and provide all services necessary to develop and implement the Program. Advisory Committee Contractor shall establish an Advisory Committee to accept and review nominations of honorees to the Program, who will receive recognition through the installation of a “Star” within the City’s public sidewalk, or on private property with the written approval of the property owner, at locations recommended by the Contractor and approved by the City. Contractor shall be responsible for administering to the Advisory Committee as required to ensure the Advisory Committee is fully engaged and empowered to solicit, receive, review, and approve nominations of honorees to the Program. All nominees to the Program shall comply with criteria established by the City, as may be revised from time to time. The currently approved criteria is included as Attachment 1 to this Exhibit “A”, and shall not be changed without the written approval of the City. Contractor shall ensure that the Advisory Committee applies the City’s approved criteria, and no other criteria, in evaluating nominees to the Program. Contractor shall convene meetings of the Advisory Committee at least twice annually, or at such other times as deemed necessary by Contractor or City. City Oversight Oversight of the Program shall be provided by City Manager or his/her designee for the Program, (Contract Officer”). Contractor shall meet with the Contract Officer and appropriate City staff as reasonably necessary to review and discuss Contractor’s administration of the Program. All management, administration, and implementation of the Program is subject to the review and approval of the Contract Officer, under such regulations as the City Contract Officer may determine from time to time. Item 1EE - Page 21 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Exhibit A – Page 2 Star Honorees Contractor shall endeavor to process a minimum of nine (9) to a maximum of twelve (12) new honorees to the Program, through installation of a “Star” and Dedication Ceremony for each honoree, on an annual basis. The City reserves the right to adjust the number of required new honorees as it may require from time to time, in consultation with Contractor. The City hereby establishes a fee of Fifteen Thousand Dollars ($15,000) as the cost to be included as an honoree to the Program, (the “Fee”). The City reserves the right to adjust the Fee as it may require from time to time, in consultation with Contractor. LGBTQ+ Individuals and Allies Contractor shall collaborate with the LGBTQ+ History & Archives of the Desert to identify existing honorees as LGBTQ+ individuals and allies and to update the existing Walk of Star honoree biographies on the Walk of Stars Website and App with such a designation. In addition, for future honorees, Contractor shall, in collaboration with the LGBTQ+ History & Archives of the Desert include this new designation included in the honorees’ biographies. Donor/Contributor Releases Contractor shall obtain a written waiver and release from all donors or contributors paying the Fee or Corporate Fee, thereby waiving and releasing all rights, title, and interest to a “Star” for which they are paying the Fee or Corporate Fee. Contractor and City shall develop the waiver and release form to be used for this purpose. City Ownership of Stars Contractor acknowledges and understands that, during the term of this Agreement, City shall remain the sole owner of all of the Stars which are part of the Program as of the date of this Agreement, and that, during the term of this Agreement, City shall be the sole owner of all additional Stars which are added to the Program. City does not grant to Contractor any license or ownership rights to the Stars or the Program. Item 1EE - Page 22 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Exhibit A – Page 3 Task 2: Program Implementation General Implementation Contractor shall be responsible for coordinating all activities related to installation of “Stars” and Dedication Ceremonies for new honorees to the Program as further identified herein. By this Agreement, City hereby grants to Contractor, its employees, agents and guests, permission to enter upon and use such portions of the City’s public rights-of-way where installation of “Stars” will occur and Dedication Ceremonies will be held. Contractor may propose installation of “Stars” anywhere in the City’s Uptown/Downtown District Area. At City’s sole discretion, relocation of any new “Star” may be requested by City in consultation with Contractor. Photographic Inventory Contractor shall develop and maintain a photographic inventory and an overall map of the City’s existing Program, and as further expanded under Contractor’s administration of the Program pursuant to this Agreement. Star Design For each “Star” to be installed for new honorees to the Program, Contractor shall continue to order, furnish and install a “Star” identical to those existing as of the effective date of this Agreement, manufactured by Hemet Valley Monuments, 506 Wellwood St., Beaumont, CA 92223, (951) 845-4627, as further described herein. Contractor may solicit other vendors for fabrication of Stars, provided that the Star meets the product specifications as required herein. Each “Star” shall be a solid sand-blasted granite block, approximately thirty-six inches (36”) wide by thirty-six inches (36”) long by three inches (3”) thick, and shall be installed flush with the existing sidewalk. The exposed surface of each Star shall be sand-blasted consistent with the requirements further specified herein, and shall include a design in the shape of a star, with a palm tree encircled inside the star; a photograph of the design is included as Attachment 2 to this Exhibit “A”. Any new “Star” shall be sand- blasted to ensure that the surface of the “Star” has an average, dry, static coefficient friction of at least 0.75 in accordance with applicable American Society for Testing and Materials (ASTM) standards. Installation on Private Property Any “Star” installed on private property shall require prior approval by the City, subject to Contractor’s receipt of written approval from the owner(s) of the property on which the “Star” is to be installed, on a form approved by the City Attorney, including comprehensive liability insurance which covers such private property and lists the City, the Palm Springs Chamber of Commerce, and the Program, as an additional insured. Contractor and City shall develop all such forms and insurance requirements to be used for this purpose. Item 1EE - Page 23 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Exhibit A – Page 4 Star Installation Contractor shall be responsible for soliciting, reviewing and approving any contract for the physical installation of a new “Star”, requiring removal of existing sidewalk, installation of the new “Star”, and associated work as necessary to fully and completely install the “Star” within the existing sidewalk. Contractor shall provide notice to City of the firm selected by Contractor for this work, who shall be a licensed California contractor (Class A – General, or Class C-8 – Concrete). Contractor’s selected contractor shall obtain an encroachment permit from City prior to installation of a new “Star”, with such fees to be waived by City. Contractor shall coordinate payment of any costs associated with installation of a new “Star”, with such cost to be reimbursed to Contractor by the City on the subsequent monthly invoice submitted by Contractor. Copies of all contracts, invoices and proof of payment shall be included with any such invoice on which Contractor requests reimbursement for this direct cost. The cost for furnishing and installing a new “Star”, as well as a replacement “Star”, shall not exceed $4,250, without the prior written approval of the Contract Officer. Such actual costs shall be reimbursed to Contractor in addition to the fixed management fee, referenced below. Dedication Ceremonies Contractor shall be responsible for coordinating all activities associated with Dedication Ceremonies for the installation of a new “Star” for recognized honorees to the Program, including set up and take down (load/unload) of audio or visual equipment, seating and chairs, preparation and framing of any proclamation, entertainment, flowers, pins, plaques, and other items reasonably required for the Dedication Ceremony. Contractor shall coordinate payment of any costs associated with Dedication Ceremonies, with such cost to be reimbursed to Contractor by the City on the subsequent monthly invoice submitted by Contractor. Copies of all contracts, invoices and proof of payment shall be included with any such invoice on which Contractor requests reimbursement for this direct cost. The cost for planning and holding Dedication Ceremonies shall not exceed $1,750, without the prior written approval of the Contract Officer. Such actual costs shall be reimbursed to Contractor in addition to the fixed management fee, referenced below. Item 1EE - Page 24 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Exhibit A – Page 5 Program Costs and Fees City shall compensate Contractor a fixed management fee of $3,333.33 per month, paid in monthly installments, not to exceed $40,000 annually, as compensation for all management services associated with administering the Program. In addition to the fixed management fee, City shall reimburse Contractor all direct costs incurred with implementation of the Program related to the furnishing and installation of a new “Star”, and with the planning and execution of a Dedication Ceremony for an honoree to the Program, subject to the monetary limits set forth above; and replacement of up to three (3) “Stars” annually, subject to the monetary limits set forth above. In addition to the management fee, direct costs, and annual star replacements referenced above, City shall pay Contractor a one-time cost not to exceed $1,200 during the first year of the Term to cover the reimbursement of event uniforms, stationery, and a podium. In its approval of any new honoree to the Program, Contractor shall coordinate payment of the Fee or Corporate Fee pursuant to the Program, with such payment made payable to the City of Palm Springs. City shall receive all such revenue generated by the Program through payment of the Fee or Corporate Fee. Pursuant to this Agreement, Contractor shall receive no benefit or payment associated with the Fee or Corporate Fee, other than payment of the fixed management fee and reimbursement of direct costs as specified herein. City Program Responsibilities City shall be responsible for maintenance of the Stars, including removal and replacement as may be required. Contractor shall identify any existing Stars that require removal and replacement, and provide notification to City. Contractor shall, subject to reimbursement by the City, replace up to three (3) “Stars” per calendar year. City shall be responsible for bi-annual testing of the Stars to ensure the surface of the Stars has an average, dry, static coefficient friction of at least 0.75 in accordance with applicable American Society for Testing and Materials (ASTM) standards. City shall be responsible for repairing any Stars that fail the ASTM test with regard to the static coefficient of friction. Item 1EE - Page 25 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Attachment 1 - Exhibit A Attachment 1 to Exhibit “A” SELECTION CRITERIA FOR PROGRAM HONOREES Humanitarian: A Meritorious Star will be considered for applicants who have greatly distinguished themselves with altruistic deeds and significant contributions to their city, state & country. The honoree should have received national or international recognition in the form of honors or awards. The honoree should be widely known by the general public to have helped alter the lives of people locally or internationally, or have had a significant positive effect on mankind, or the health and well-being within the community. Examples: Jackie Lee Houston, Harold Matzner Entertainment: Show business people who have distinguished themselves as actors, producers, directors, playwrights, cinematographers, musicians, either on Stage, Radio, Film, and/or Television, as well as people who have otherwise become prominent in the field of Entertainment. Each applicant in the field of entertainment should have been recognized by their peers, received significant honors and awards for their achievements, and be known or recognized internationally in their industry. Examples: Frank Sinatra, Trini Lopez, Sophia Loren, Marilyn Monroe, Elvis Presley Civic/Pioneer: A Meritorious Star will be considered for community members who have been prominently and historically linked to the development of Palm Springs such as early settlers, tribal members, and civic personalities with significant achievement who have distinguished themselves in the service of the community. Elected City of Palm Springs officials must be out of office one year to be eligible for nomination and must meet the criteria. Examples: Richard Milanovich, and Nellie Coffman Architect/Artist/Designer: Those leaders in the field of architecture and art who have helped shape the look and feel and character of Palm Springs on a national or international level, and whose works have been recognized on a national or international level. The nominee must have contributed to creating the unique style that Palm Springs is known for internationally. Examples: Michael Costello, Arthur Elrod, Ed Thrasher Sports Star: A star will be considered to those who have had a high level of success in the field of sports and have been recognized by peers in their field. They must have been honored on a national or international level and received awards and honors from their peers for their achievements. Examples: Timothy Bradley Jr, Arnold Palmer Item 1EE - Page 26 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Attachment 1 - Exhibit A Military: A star will be considered for those nominees who have had a distinguished career in the military. The nominee must have achieved Flag or General Rank in one of the United States Armed Services. They should also have received significant personal recognition for their military accomplishments and be the recipient of a Congressional Medal of Honor; the Army Distinguished Service Cross; the Navy Cross; the Air Force Cross; Defense Distinguished Service Medal; and/or The Silver Star. Examples: General Patton, General/President Eisenhower Literary: A star will be considered for authors, playwrights, screen writers or persons who penned literary works of considerable distinction, including those who have achieved national or international recognition in the field of writing with awards or special merits. A nominee should be recognized by their peers in their field and must have received awards for their achievements in the category selected for the application submitted. Examples: Daryl Ponicsan, Truman Capote. Item 1EE - Page 27 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Attachment 2 - Exhibit A Attachment 2 to Exhibit “A” PHOTOGRAPHIC EXAMPLE OF STAR TO BE USED IN THE PROGRAM Item 1EE - Page 28 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Exhibit B 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 1EE - Page 29 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Exhibit B 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, Item 1EE - Page 30 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Exhibit B 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 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: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail Item 1EE - Page 31 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Exhibit B 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. 4. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the 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. Item 1EE - Page 32 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Exhibit B EXHIBIT “C” EXECUTIVE ORDER N-6-22 CERTIFICATION Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect. Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals. The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California. Signature: Printed Name: Title: Firm Name: Date: Item 1EE - Page 33 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B ATTACHMENT B Item 1EE - Page 34 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Item 1EE - Page 35 1. 2. 3 . 4 . Name of Entity PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM ftJfn Jp» Address of Entity (Principle Place of Business) ) Lf Q u)., ~ Loczol / p~ Local or California Address (if different than #2) State where Entity is Registered with Secretary of State 5. Type of Entity ~ /~ D Corporation D Limited Liability Company D Partnership D Trust rJ other (please spe i ) '!..: . c_ 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 -~fJ_DYltc_~~-{jJ--=--bJS-----'-.,_.c..._/);U ________ D Officer D Director D Member D Manager [name] D General Partner D Limited Partner '¢other era __________________ D Officer D Director D Member D Manager [name] D General Partner D Limited Partner D Other ____________ _ __________________ D Officer D Director D Member D Manager (Revised 09 13 18) [name] D General Partner D Limited Partner D Other ____________ _ CITY OF PA LM SPRINGS -PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 1 of 2 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Item 1EE - Page 36 7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entity EXAMPLE JANEDOE 50%, ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl A. [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl B. [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl C. [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl D. [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl E. [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signatur~rinted Name, Title Date {e )JJ ;}-f) 8 (Revised 09 13 18) 'JSdll) (:iD CITY OF PALM SPRINGS-PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 2 of 2 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Item 1EE - Page 37 Who Must File? CITY OF PALM SPRINGS PUBLIC INTEGRITY DISCLOSURE (INSTRUCTIONS FOR APPLICANTS) Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval , or an approval by one of the City's board or commissions. Why Must I File? The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney. Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following: (1) the owner/investor and the official have done business together during the year prior to the application; (2) the official has earned income from the owner/investor during the year prior to the filing of the application; (3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or (4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor's interest in the applicant entity, in relation to the application's outcome. When Must I File? You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed. (Revised 09 13 18) CITY OF PALM SPRINGS-PUBLIC INTEGRITY DISCLOSURE (INSTRUCTION FOR APPLICANTS) Page 1 of2 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B Item 1EE - Page 38 What Must I Disclose? A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.). Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed). B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant's application, or with the City Manager or City Attorney. PENALTIES Falsification of information or failure to report information required to be reported may subject you to administrative action by the City. (Revised 09 13 18) CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE (INSTRUCTION FOR APPLICANTS) Page 2 of 2 DocuSign Envelope ID: A9EE4143-C760-41FA-B031-0DCA1C12223B