HomeMy WebLinkAbout24F390 - Palm Springs Art Museum55575.18100\42990827.1 1
FUNDING AGREEMENT 24F390
Palm Springs Art Museum
This FUNDING AGREEMENT (“Agreement”) is made and entered into on July 1,
2024 (“Effective Date”), by and between the City of Palm Springs, a California charter city
and municipal corporation (“CITY”), and Palm Springs Art Museum, Inc. a California non-
profit corporation (“RECIPIENT”).
RECITALS
A. CITY and RECIPIENT are mutually interested in funding of programs and
services to the Palm Springs community.
B. RECIPIENT has agreed to provide such services to the Palm Springs
community pursuant to the terms of this Agreement.
C. Based on its experience and reputation, RECIPIENT is qualified to provide
the services and desires to provide such services.
D. CITY desires to support the services of RECIPIENT.
NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein, the parties hereto agree as follows:
AGREEMENT
1. SERVICES OF RECIPIENT
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, RECIPIENT agrees to provide services as generally described in Exhibit “A”
attached hereto and incorporated herein by this reference (collectively, “the Services”).
1.2 Compliance with Law. All services rendered under this Agreement shall
be provided in accordance with all applicable federal, state, and local laws, statutes and
ordinances and all lawful orders, rules, and regulations.
1.3 Licenses and Permits. RECIPIENT 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 Promotional Literature. In the event RECIPIENT distributes promotional
literature advertising the Services, CITY shall be acknowledged as a sponsor of the
Services.
1.5 Volunteer Coordination. To the extent reasonable, if requested by CITY,
RECIPIENT agrees to notify its employees, members, or volunteers of opportunities to
volunteer at CITY events.
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1.6 No Additional Funding. The Agreement represents the full understanding
and agreement of the Parties with respect to the compensation to RECIPIENT, and any
further compensation or sponsorship by CITY to RECIPIENT shall be made, if at all,
pursuant to a separate, written agreement executed by both Parties.
2. TIME FOR COMPLETION
The time for completion of the services to be performed by RECIPIENT is an
essential condition of this Agreement. RECIPIENT shall prosecute regularly and diligently
the work of this Agreement according to the agreed upon schedule of performance set
forth in Exhibit “A.” RECIPIENT 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
RECIPIENT. Delays shall not entitle RECIPIENT to any additional compensation
regardless of the party responsible for the delay.
3. PAYMENT
3.1 Amount of Payment. CITY agrees to provide RECIPIENT with funding in
an amount not to exceed Three Hundred Thousand Dollars ($300,000) to be used for
providing the Services, paid as set forth below.
3.2 Method of Payment.
Based on the City Manager’s determination, payment will be made by CITY of a
minimum of four (4) payments, distributed at least three (3) months apart. The first such
payment in the amount of Seventy-Five Thousand Dollars ($75,000) shall be made on
the following date: July 1, 2024. Subsequent payments each in the amount of Seventy-
Five Thousand Dollars ($75,000) shall be made as follows: October 1, 2024, January 1,
2025, April 1, 2025. Subsequent payments shall not be made unless RECIPIENT
provides an invoice and a written progress report showing the work performed in pursuit
of the SERVICES. Submission of such progress report shall be provided at least semi-
annually, with the first such report being due within six (6) months following the Effective
Date, and subsequent reports being due six (6) months thereafter.
3.3 Emergency Payments. Notwithstanding the payment schedule provided
above, in the event RECIPIENT requires emergency funding, RECIPIENT shall make
written request therefor, which request shall be reviewed and considered by the City
Manager, Finance Director and City Attorney. In no event shall any request for an
emergency payment cause the maximum amount of payment, set forth in section 3.1
above, to be exceeded.
3.4. Changes. In the event any change or changes to the Services is requested
by CITY, the parties hereto shall execute a written amendment to this Agreement setting
forth with particularity all terms of such amendment including, but not limited to, any
additional funding.
4. PERFORMANCE SCHEDULE
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4.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
4.2 Schedule of Performance. RECIPIENT shall complete the Services no
later than at the end of the Term. Any remaining unused funds after such date shall be
returned to the CITY.
4.3 Force Majeure. The time for performance of any obligation to be rendered
under this Agreement may be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of a party, if that party
notifies the other party within ten (10) days following the commencement of such
condition. Unforeseeable causes include, but are not limited to, acts of God or of a public
enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine
restrictions, riots, strikes, freight embargoes, and unusually severe weather.
4.4 Term. Unless earlier terminated in accordance with Section 3.5 of this
Agreement, this Agreement shall continue in full force and effect from July 1, 2024, and
lasting until June 30, 2025, unless extended by mutual, written agreement of the parties.
4.5 Termination Prior to Expiration of Term. CITY reserves the right to
terminate this Agreement at any time, with or without cause, upon thirty (30) days written
notice to RECIPIENT. Where termination is due to the fault of RECIPIENT 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, RECIPIENT shall immediately cease all services except such as may be
specifically approved by CITY Representative. RECIPIENT shall be entitled to
compensation for all services rendered prior to receipt of the notice of termination and for
any services authorized by the CITY Representative after such notice. RECIPIENT may
terminate this agreement, with or without cause, upon thirty (30) days written notice to
CITY.
5. COORDINATION OF WORK
5.1 Representative of Recipient. The following principal of RECIPIENT is
designated as being the principal and representative of RECIPIENT authorized to act and
make all decisions on its behalf with respect to the specified services and work: Adam
Lerner, Executive Director/Chief Executive Officer, Palm Springs Art Museum.
5.2 Representative of City. The following principal of CITY is designated as
being the principal and representative of CITY (“CITY Representative”) authorized to act
and make all decisions on its behalf with respect to this Agreement: Cindy Cairns, Special
Assistant to the City Manager, City of Palm Springs.
5.3 Prohibition Against Subcontracting or Assignment. RECIPIENT 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.
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5.4 Independent Contractor. Neither CITY nor any of its employees shall
have any control over the manner, mode, or means by which RECIPIENT, its agents or
employees, perform the services required, except as otherwise specified. RECIPIENT
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 RECIPIENT’s work product, result, and advice. RECIPIENT 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 Designated Oversight and Staff Responsibility. A designated point
person from CITY staff shall be assigned to oversee compliance, monitor reports, and
audit program expenses as needed. This individual will act as the liaison between CITY
and RECIPIENT and ensure adherence to all contractual obligations.
5.6 Material Changes Affecting RECIPIENT. In the event of material internal
changes with RECIPIENT’s organization, RECIPIENT shall notify the CITY
Representative, in writing, within ten (10) calendar days of such change. For purposes
of this Section, a material change includes any change in RECIPIENT’s board of
directors, executive management, managing or member partners (including their
ownership shares), RECIPIENT’s policies or procedures, or any written allegation,
investigation into, or finding of any violation of federal, state, or local law or regulation. In
addition, any other event or occurrence that materially affects RECIPIENT’s operations
shall be reported to the CITY Representative, in writing, within ten (10) calendar days.
6. INSURANCE
RECIPIENT shall procure and maintain, at its sole cost and expense, policies of
insurance as required by the City Attorney, as specified in Exhibit “B.”
7. INDEMNIFICATION.
7.1 Indemnification. To the fullest extent permitted by law, RECIPIENT shall
defend (at RECIPIENT’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
(RECIPIENT’s employees included), for damage to property, including property owned
by CITY, from any violation of any federal, state, or local law or ordinance, and from errors
and omissions committed by RECIPIENT, its officers, employees, representatives, and
agents, that arise out of or relate to RECIPIENT’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 RECIPIENT’s indemnification obligation or other liability
under this Agreement. RECIPIENT’s indemnification obligation shall survive the
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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.
8. RECORDS AND REPORTS
8.1 Reports. RECIPIENT shall prepare and submit to the CITY Representative
a report concerning the performance of the Services required by this Agreement within
30 days of completion of the Services or upon expiration of this Agreement, whichever
occurs first. The report shall include all promotional materials developed for the
Programming and additional media and related items pertaining to the programming.
8.2 Records. RECIPIENT shall keep such books and records as shall be
necessary to properly perform the services required by this Agreement and enable the
CITY Representative to evaluate the performance of such services. The CITY
Representative 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 Cost Records. RECIPIENT shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence pertaining to costs
incurred while performing under this Agreement. RECIPIENT shall make such materials
available at its offices at all reasonable times during the term of this Agreement and for
three (3) years from the date of final payment for inspection by CITY and copies shall be
promptly furnished to CITY upon request.
8.4 Financial Records. RECIPIENT shall provide to CITY an Annual Financial
Report, including a balance sheet, income statement, and a description of the
RECIPIENT’s operations prepared in compliance with generally accepted auditing
principles (GAAP) and certified by a licensed Certified Public Accountant no later than
eight (8) months following the close of RECIPIENT’s fiscal year end on September 30, of
each year, in addition to the Internal Revenue Form 990 (to be filed within the same time)
concerning the performance of the Services required by this Agreement, and again within
thirty (30) days following completion of the Services or upon expiration of this Agreement,
whichever occurs first.
8.5 Progress Reports. RECIPIENT must submit regular progress reports
detailing the status of the services and any use of funds.
8.6 Invoices. All reimbursement requests must be accompanied by detailed
invoices and corresponding progress reports.
8.7 Annual Audit. In addition to the information required above, in the amount
set forth in Section 3.1 is over Seventy-Five Thousand Dollars ($75,000), RECIPIENT
shall provide an independent audit at least annually during the term of this Agreement.
RECIPIENT may request, and the Finance Director shall have the authority to approve or
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disapprove, that RECIPIENT meet the above-referenced audit requirement by conducting
and providing to CITY an audit that is focused on RECIPIENT’s internal controls.
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
RECIPIENT 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 RECIPIENT. 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.
11. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION
11.1 Non-Liability of City Officers and Employees. No officer or employee of
CITY shall be personally liable to the RECIPIENT, 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
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RECIPIENT or its successor, or for breach of any obligation of the terms of this
Agreement.
11.2 Conflict of Interest. RECIPIENT acknowledges that no officer or
employee of the CITY has or shall have any direct or indirect financial interest in this
Agreement, nor shall RECIPIENT enter into any agreement of any kind with any such
officer or employee during the term of this Agreement and for one year
thereafter. RECIPIENT warrants that RECIPIENT 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.
11.3 Covenant Against Discrimination. In connection with its performance
under this Agreement, RECIPIENT 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”).
RECIPIENT 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,
RECIPIENT certifies that its actions and omissions hereunder shall not incorporate any
discrimination arising from or related to any prohibited basis in any RECIPIENT 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
RECIPIENT 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.
12. MISCELLANEOUS PROVISIONS
12.1 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.
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To City: CITY OF PALM SPRINGS
Cindy Cairns, Special Assistant to City Manager
Cindy.Cairns@palmspringsca.gov
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
(760) 322-8362
To RECIPIENT: PALM SPRINGS ART MUSEUM
Adam Lerner, Executive Director
alerner@psmuseum.org
101 Museum Drive
Palm Springs, CA 92262
(760) 322-4849
12.2 Integrated Agreement. This Agreement contains all of the agreements of
the parties and supersedes all other written agreements.
12.3 Amendment. No amendments or other modifications of this Agreement
shall be binding unless through written agreement by all Parties.
12.4 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.
12.5 Successors in Interest. This Agreement shall be binding upon and inure
to the benefit of the Parties’ successors and assignees.
12.6 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.
12.7 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.
12.8 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.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
dates stated below.
“CITY”
City of Palm Springs
Date:__________________________ By: _______________________________
Scott C. Stiles
City Manager
APPROVED AS TO FORM: ATTEST
By: ___________________________ By: _______________________________
Jeffrey S. Ballinger Brenda Pree
City Attorney City Clerk
“RECIPIENT”
Palm Springs Art Museum, Inc. a California non-
profit corporation
Date: __________________________ By : ______________________________
Adam Lerner, Chief Executive Officer
Date: __________________________ ______________________________
Jack Peirce, Chief Financial Officer
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12/5/2024
12/5/2024
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EXHIBIT “A”
SCOPE OF SERVICES/WORK
A. Free Thursday Evenings at the Palm Springs Art Museum
Free Thursday Evenings: RECIPIENT shall provide Free Thursday Evenings at
the Palm Springs Art Museum for forty-eight (48) weeks, whether consecutive or
non-consecutive, excepting holidays and closures caused by an emergency (the
“Free Thursday Evenings Period”). RECIPIENT will provide CITY with prominent
acknowledgement of sponsorship at each Free Thursday Evenings event, on
RECIPIENT’S website and social media, and in Insight magazine.
B. Annual Report
RECIPIENT will provide CITY with a report showing attendance at the Free
Thursday Evenings Program at the times specified in Section 3.2 of this
Agreement.
C. City of Palm Springs Corporate Sponsorship Member
RECIPIENT shall provide CITY the following Member benefits as part of CITY’s
Corporate Sponsorship:
1. Complimentary Insider’s Circle Membership for Designated City
Representative.
2. Fifteen (15) admission passes for distribution.
3. Digital and print issues of Insight, RECIPIENT’S member magazine.
4. Four (4) private tours of the Museum for Groups up to ten (10), by
appointment.
5. Six (6) Concierge Service VIP Admission passes for distribution.
6. Recognition in selected print material, Insight Magazine and on Museum
website with CITY logo and hyperlink.
D. City Employee Appreciation Event
RECIPIENT to provide CITY a “City of Palm springs Employee Appreciation Day”
whereby CITY employees receive free admission to the Museum. Employees may
make a reservation online and must show employee ID to receive free admission.
E. Art Party 2025 Gala
RECIPIENT shall provide CITY with ten (10) tickets to the Palm Springs Art
Museum’s 2025 Annual Gala and photograph with the headlining talent.
F. Arts Education Programming
Subject to prior written approval of the City Manager, RECIPIENT shall provide the
CITY up to four (4) opportunities to provide free arts-related education
programming in line with the vision and goals of the museum and in conjunction
with Free Thursday Evening events, dates to be determined with the Museum’s
department of Education and Community Engagement. Museum staff, City staff
and the Public Arts Commission shall jointly direct the development and
modification of special education events. Any costs associated with the free arts-
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related education programming shall be incurred by the CITY. Prior to events,
RECIPIENT shall assist with marketing via newsletters, press releases and social
media.
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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)
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INSURANCE
1. Procurement and Maintenance of Insurance. RECIPIENT shall
procure and maintain public liability and property damage insurance against all claims for
injuries against persons or damages to property resulting from RECIPIENT’s performance
under this Agreement. RECIPIENT 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. RECIPIENT 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 RECIPIENT’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:
(i) 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;
(ii) Automobile liability insurance with limits of at least one million dollars
($1,000,000.00) per occurrence;
(iii) 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;
(iv) 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 RECIPIENT has no employees,
RECIPIENT shall complete the City’s Request for Waiver of Workers’ Compensation
Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement,
RECIPIENT’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 RECIPIENT’s insurance and
shall not contribute with it. For Workers’ Compensation and Employer’s Liability
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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 RECIPIENT provides claims made professional liability insurance,
RECIPIENT 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
RECIPIENT’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 RECIPIENT’s services under this Agreement.
RECIPIENT 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. RECIPIENT 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 RECIPIENT’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
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.
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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 RECIPIENT’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) RECIPIENT
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. RECIPIENT
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: 6C015054-B959-470D-B4F4-AB2804F39D59