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23P015 - BBG, Inc.
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) Facility Appraisal and Condition Assessment Services BBG, Inc. Mark Haskell, Managing Director mhaskell@bbgres.com Facility Appraisal and Condition Assessment Services 452,500 (including this A#1 for $2,500) 5-years On File Marc Nassif mnassif@bbgres.com Public Works David McAbee/ Aaron Bergeson 02/08/2024 24P015 1 - - Yes Procurement - No 08/01/2024 Tabitha Richards Docusign Envelope ID: 05EA747C-D1B2-47E0-B113-678E956CECB7 AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT NO. 24P015 FOR FACILITY APPRAISAL AND CONDITION ASSESSMENT SERVICES This Amendment No. 1 to the Contract Services Agreement (24P015), (“Amendment No. 1”), is made and entered into this 31st day of July 2024, by and between the City of Palm Springs, a California charter city and municipal corporation, hereinafter designated as the City, and BBG, Inc., a Delaware 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. City requires the services of a licensed and qualified firm to provide facility appraisal and condition assessment services, (“Project”). B. On February 8, 2024, the City Council approved 24P015, made and entered into on February 12, 2024, in reference to the competitively solicited Request for Proposal (RFP) 51-23 with Contractor for a total contract amount not to exceed $450,000. C. City desires to modify the Scope of Services/Work including, Schedule of Fees and Schedule of Performance to physical needs assessment and insurable value report for the Palm Springs Cultural Center at 2300 E Baristo Road in the amount of $2,500, for a revised total contract amount not to exceed $452,500. D. 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 in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $452,500.” Docusign Envelope ID: 05EA747C-D1B2-47E0-B113-678E956CECB7 SECTION 3. Exhibit “A” Contractor’s Scope of Services/Work Including, Schedule of Fees and Schedule of Performance is hereby amended to incorporate the additional Schedule of Fees identified in Attachment A – Additional Services. SECTION 4. Full Force and Effect. All terms, conditions, and provisions of the Contract Services Agreement 24P015, 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 24P015, the provisions of this Amendment No. 1 shall in all respects govern and control. SECTION 5. 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. 24P015 remain in full force and effect. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 05EA747C-D1B2-47E0-B113-678E956CECB7 SIGNATURE PAGE TO AMENDMENT NO. 1 (24P015) BY AND BETWEEN THE CITY OF PALM SPRINGS AND BBG, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By:___________________________ By:____________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: 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 8/1/2024 8/1/2024 Docusign Envelope ID: 05EA747C-D1B2-47E0-B113-678E956CECB7 8/2/2024 ATTACHMENT “A” Additional Services Docusign Envelope ID: 05EA747C-D1B2-47E0-B113-678E956CECB7 Docusign Envelope ID: 05EA747C-D1B2-47E0-B113-678E956CECB7 Docusign Envelope ID: 05EA747C-D1B2-47E0-B113-678E956CECB7 Certificate Of Completion Envelope Id: 05EA747CD1B247E0B113678E956CECB7 Status: Completed Subject: Complete with Docusign: Contract Abstract_BBG Inc_Amendment No. 1.pdf, BBG Inc_Amendment No. 1_... Source Envelope: Document Pages: 56 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Tabitha Richards AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Tabitha.Richards@palmspringsca.gov IP Address: 67.52.168.215 Record Tracking Status: Original 8/2/2024 11:52:44 AM Holder: Tabitha Richards Tabitha.Richards@palmspringsca.gov Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palm Springs Location: DocuSign Signer Events Signature Timestamp Jeffrey Ballinger Jeff.Ballinger@BBKlaw.com City Attorney BEST BEST & KRIEGER LLP Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 74.116.243.2 Sent: 8/2/2024 12:01:59 PM Viewed: 8/2/2024 12:30:53 PM Signed: 8/2/2024 12:31:11 PM Electronic Record and Signature Disclosure: Accepted: 8/2/2024 12:30:53 PM ID: 39bf54ce-6ff9-43b5-9e12-a111f1102976 Scott Stiles Scott.Stiles@palmspringsca.gov City Manager City of Palm Springs Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 76.32.17.134 Sent: 8/2/2024 12:31:14 PM Viewed: 8/2/2024 12:43:34 PM Signed: 8/2/2024 12:43:49 PM Electronic Record and Signature Disclosure: Accepted: 8/2/2024 12:43:34 PM ID: 824d8528-f04d-48c2-8c80-ee88ab41fca4 Brenda Pree Brenda.Pree@palmspringsca.gov City Clerk Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.176.125.90 Sent: 8/2/2024 12:43:51 PM Viewed: 8/7/2024 2:24:06 PM Signed: 8/7/2024 2:24:13 PM Electronic Record and Signature Disclosure: Accepted: 9/7/2022 8:21:01 AM ID: 9be06ae2-09de-4f55-b669-f1a3d981eee3 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Brenda Pree Brenda.Pree@palmspringsca.gov Brent Rasi brent.rasi@palmspringsca.gov Evelyn Beltran evelyn.beltran@palmspringsca.gov Signing Group: City Clerk Security Level: Email, Account Authentication (None) Sent: 8/2/2024 12:43:52 PM Viewed: 8/13/2024 5:53:42 PM Electronic Record and Signature Disclosure: Accepted: 9/7/2022 8:21:01 AM ID: 9be06ae2-09de-4f55-b669-f1a3d981eee3 Aaron Bergeson Aaron.Bergeson@palmspringsca.gov Security Level: Email, Account Authentication (None) Sent: 8/7/2024 2:24:16 PM Electronic Record and Signature Disclosure: Accepted: 4/8/2024 10:57:54 AM ID: f84958b4-3627-4501-acba-b78d6c0ef412 Kim Baker kim.baker@palmspringsca.gov Brian Sotak-Rossman brian.sotak-rossman@palmspringsca.gov Procurement Specialist II City of Palm Springs Signing Group: Procurement Security Level: Email, Account Authentication (None) Sent: 8/7/2024 2:24:16 PM Viewed: 8/7/2024 3:41:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mark Haskell mhaskell@bbgres.com Managing Director BBG Security Level: Email, Account Authentication (None) Sent: 8/7/2024 2:24:17 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/2/2024 12:02:00 PM Certified Delivered Security Checked 8/7/2024 2:24:06 PM Signing Complete Security Checked 8/7/2024 2:24:13 PM Completed Security Checked 8/7/2024 2:24:17 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Palm Springs (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 4/20/2020 5:16:38 PM Parties agreed to: Jeffrey Ballinger, Scott Stiles, Brenda Pree, Brenda Pree, Aaron Bergeson Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Palm Springs: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: Building@palmspringsca.gov To advise City of Palm Springs of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at Building@palmspringsca.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Palm Springs To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to Building@palmspringsca.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Palm Springs To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to Building@palmspringsca.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of Palm Springs as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Palm Springs during the course of your relationship with City of Palm Springs. 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) Facility Appraisal & Condition Assessment Services BBG, Inc. Marc Nassif mnassif@bbgres.com provide the City with facility appraisal and condition assessment services $450,000 February 12, 2024 through February 11, 2029 Yes Marc Nassif, mnassif@bbgres.com Marc Nassif, mnassif@bbgres.com Maintenance & Facilities David McAbee 23P015 N/A Yes Yes Yes Procurement N/A No RFP 52-23 N/A N/A N/A 1/31/2024 Brian Sotak-Rossman DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 February 8, 2024 Page 1 of 20 CONTRACT SERVICES AGREEMENT 24P015 FACILITY APPRAISAL AND CONDITION ASSESSMENT SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on February 12, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and BBG, Inc., a Delaware corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a licensed and qualified firm to provide facility appraisal and condition assessment services, (“Project”). B. Contractor has submitted to City a proposal to provide facility appraisal and condition assessment services, under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 2 of 20 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $450,000.00. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 3 of 20 the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of five years, commencing on February 12, 2024, and ending on February 11, 2029, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 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: Marc Nassif, Senior Managing Director. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 4 of 20 refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals, and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Marc Nassif Senior Managing Director Eric Correia Executive Managing Director James O. Turner Managing Director, Right-of-Way Practice Leader Mark Haskell Managing Director Al Khoshbin Senior Appraiser 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 5 of 20 with such Prevailing Wage Laws. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 6 of 20 the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 7 of 20 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non- prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 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 DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 8 of 20 characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 To Contractor: BBG, Inc. Attention: Marc Nassif 3070 Bristol Street, Suite 615 Costa Mesa, CA 92626 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 9 of 20 Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 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: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 10 of 20 SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND BBG, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________ By: _____________________________ Signature Signature (2nd signature required for Corporation) Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: __________________ Item No. __________________ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ 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: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 2/5/20242/5/2024 2/8/2024 1-K 02/08/2024 Page 11 of 20 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 12 of 20 1.1 Background: The City performed a complete building assessment in 2017. The information from this assessment is used by the City’s insurance broker to purchase property insurance on behalf of the City. At this time this information is becoming out of date and is need of being refreshed to current values and conditions. In addition, the City uses this information to assist in the planning of maintenance and capital improvement progra ms, so it critical to the City that this information be updated to current conditions and values. The Contractor is required to reevaluate these City owned facilities and update the condition assessment and values for each facility. 1.2 Scope: A. The Contractor shall provide an onsite physical inspection and appraisal of the City owned facilities/properties by professionally trained staff and provide a valuation report on each property. B. The Contractor shall refresh the data annually for any inflationary trends, large increase or decrease in property values, and any newly added or renovated properties. C. The basis for valuations of each building lies in the data recorded. A description for each building will be established, depicting Construction, Occupancy, Protection and Exposure (COPE) data. Single digital images will be prepared for each building and integrated into the final reports. Square footage of each building will be developed though physically measuring the building, square footage verified through a review of blueprints, measured using satellite imaging or based on a verification of previous appraisal data. Additionally, a complete physical address will be recorded for each site and unique coding will be assigned for all members, sites, and buildings for identification purpose. D. Services will be performed in accordance with industry-wide appraisal standards (USPAP - Uniform Standards of Professional Appraisal Practice). E. Property data elements and Construction, Occupancy, Protection, and Exposure (COPE) data to be recorded on each building will include the following information: 1. Building Description: i. Name, address, and zip code of site ii. Site/Building key iii. District code iv. Building occupancy and/or function v. Appraisal date vi. Digital Color Photograph 2. Construction Details: i. Construction class ii. Exterior construction iii. Interior construction iv. Floor covering DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 13 of 20 v. Roof type vi. Basement (y/n) vii. Year of Last Electrical Upgrade viii. Year of Last Plumbing Upgrade ix. Year of Last HVAC Upgrade x. Earthquake retrofit date xi. Type of foundation xii. Type of ceiling xiii. Number of stories xiv. Perimeter wall Height xv. Building height xvi. Total square footage xvii. Year of original construction and year(s) of subsequent addition(s) xviii. Year of Last Roof Upgrade or replacement xix. Building Vacancy xx. Last Major Renovation Date xxi. Quality of construction xxii. General overall condition 3. Building Systems: All relevant features and equipment nameplate data for systems such as, but not limited to: i. Plumbing ii. Electrical iii. HVAC iv. Pumps v. Emergency generator vi. Building automation system vii. Fire and security protection viii. Elevators and escalators ix. Basements x. Sprinklers xi. Mezzanines xii. Balconies 4. Attached and Unattached Exterior Construction and Non-Conforming Structures such as but not limited to: i. Stairways DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 14 of 20 ii. Covered Walkways iii. Canopies iv. Grandstands and Bleachers v. Artificial turf F. Provide both replacement cost and actual case values for each building or structure appraised. Building and structure values are understood not to include the land values, but to include foundations, underground plumbing, plus costs associated with replacement as required under California contracting requirements such as prevailing wage, etc. G. Valuation of contents on a cost replacement basis for each building or structure appraised; contents understood to include office furniture, equipment, communication equipment, computer hardware, consumable items and any other personal property usual to the intended occupancy, but excluding works of art, intangible assets, mobile equipment, licensed vehicles, and assets and personal property owned by member employees. Valuation of contents would be based on a formula rather than the actual count of assets in the structure. H. Provide comments on any hazards that are seen on or in the structure such as vacancy, general housekeeping issues, code violations, building condition (repair or maintenance such as signs of leaking roof), or presence of high hazard occupancy. I. Provide itemized detail and values of land improvements described in the report, such as playground equipment, fencing, lights, etc. J. Details of any additional items listed at the building location such as pumps, generators, etc. are to be included in the reports as features. K. Include global positioning system location coordinates for each building. L. Flood zone codes are to be included on the report. M. Well houses, pump stations, lift stations and treatment plant processes to include permanently installed operating equipment as part of the total building value. 1.3 Deliverable: An electronic statement of values in excel format with detailed report including supporting documents described above. 1.4 Schedule: Work will commence in February 2024 and all work for year 1 shall be completed by June 1, 2024. For years 2 through 5, work shall be completed by February of the applicable year. 1.5 Compensation: Work will be compensated on a lumpsum basis for the initial update of the facilities condition assessment and the statement of values and then a lumpsum price per year to keep it updated over the remaining contract term. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 15 of 20 DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 16 of 20 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 17 of 20 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ___x_____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 18 of 20 services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 19 of 20 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: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Page 20 of 20 EXHIBIT “C” DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$240.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:BBG, Inc. DBA: BBG Valuation, Inc. Owner:BBG, Inc Mailing Address:8343 Douglas Avenue Suite 700 Dallas, TX 75225 License Number:OC-005355-2024 Expiration Date:01/31/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:3070 Bristol Street Suite 615, Costa Mesa, CA 92626 Business Description:Real Estate Appraiser TO BE POSTED IN A CONSPICUOUS PLACE DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1/30/2024 Edgewood Partners Insurance Center, Inc. 301 Grant Street, Suite 470 Pittsburgh, PA 15219 412-274-1709 412-927-1272 Sean Andreas Kate Findlay Kate.Findlay@epicbrokers.com BBG Assessments, LLC / AWA, LLC 8343 Douglas Avenue, Suite 700 Dallas TX 75225 78434910 3 3 on a primary and non-contributory basis as required by written contract. Waiver of subrogation is granted in favor of the general liability, workers compensation, and auto liability policies. 30 day notice of cancellation is provided. City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs CA 92262 The City of Palm Springs, its officials, employees, and agents are named as additional insureds as respects the general liability policy additional insured is granted as respects the workers compensation per contract requirements. The umbrella is following form over A 1,000,000Y-630-280D3959-23 7/1/2023 7/1/2024 300,000 3 5,000 3 1,000,000 3 No Deductible applies - $0 2,000,000 2,000,0003 B BA-6W008086-23 7/1/2023 7/1/2024 1,000,000 3 3 B CUP-6W01372923-14 7/1/2023 7/1/2024 10,000,00033 10,000,000 3 10,000 B UB-5W95671023-14 7/1/2023 7/1/2024 3 1,000,000N 1,000,000 1,000,000 C E&O Liability: BBG Assessment VRS0006362 1/8/2023 7/1/2024 $5,000,000 Limit / $10,000 Deductible C E&O Liability: BBG Assessment VRS0006362 1/8/2023 7/1/2024 $5,000,000 Limit Aggregate Charter Oak Fire Insurance Company 25615 Travelers Property Casualty Co of Amer 25674 Scottsdale Insurance Company 41297 78434910 | 7.1.2023-2024 Liab & MPL BBG Assessment | Kate Findlay | 1/30/2024 10:37:47 AM (EST) | Page 1 of 10 DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 07/01/2023 CUP-6W01372923-14 78434910 | 7.1.2023-2024 Liab & MPL BBG Assessment | Kate Findlay | 1/30/2024 10:37:47 AM (EST) | Page 2 of 10 DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs CA 92262 78434910 | 7.1.2023-2024 Liab & MPL BBG Assessment | Kate Findlay | 1/30/2024 10:37:47 AM (EST) | Page 3 of 10 DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 Y-630-280D3959-23 78434910 | 7.1.2023-2024 Liab & MPL BBG Assessment | Kate Findlay | 1/30/2024 10:37:47 AM (EST) | Page 4 of 10 DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 BBG Assessments, LLC / AWA, LLC Y-630-280D3959-23 07/01/2023 78434910 | 7.1.2023-2024 Liab & MPL BBG Assessment | Kate Findlay | 1/30/2024 10:37:47 AM (EST) | Page 5 of 10 DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 78434910 | 7.1.2023-2024 Liab & MPL BBG Assessment | Kate Findlay | 1/30/2024 10:37:47 AM (EST) | Page 6 of 10 DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 78434910 | 7.1.2023-2024 Liab & MPL BBG Assessment | Kate Findlay | 1/30/2024 10:37:47 AM (EST) | Page 7 of 10 DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 78434910 | 7.1.2023-2024 Liab & MPL BBG Assessment | Kate Findlay | 1/30/2024 10:37:47 AM (EST) | Page 8 of 10 DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 78434910 | 7.1.2023-2024 Liab & MPL BBG Assessment | Kate Findlay | 1/30/2024 10:37:47 AM (EST) | Page 9 of 10 DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2 TRAVELERS ONE TOWER SQUARE HARTFORD, CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) -01 POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: ST ASSIGN: UB-5W95671023-14 07/01/2023 78434910 | 7.1.2023-2024 Liab & MPL BBG Assessment | Kate Findlay | 1/30/2024 10:37:47 AM (EST) | Page 10 of 10 DocuSign Envelope ID: 2652C9E1-43D5-40E9-8F6C-B67765BD17E2