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24Q094 - NAI Consulting, Inc.
Aif' nAlc_nI TDELGADO CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 2/12/2025 A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS OR NEGATIVELY AMEND, NSURANCE DOES NOT CONSTITUTE XAECOVERAGE kTIVELY ND OR ALTER THE CONTRACT BETWEEN THE ISSUING I SUR R(S), AUTHORIZED AND THE CERTIFICATE HOLDER. ier is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. ject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on to the certificate holder in lieu of such endorsement(s). Inc.PAHONE//C, RECEIVED CONTACT Tona Delgado NAME: N , E,B): (760) 36AX 0-4700 4251 AJC No):(760) 360-0717 E-MAIL tona.del ado/�hubinternational.com ADDRESS: g S) INSURERS AFFORDING COVERAGE NAIC # INSURER A: Continental Casualty Company 20443 _ INSURER B: Hanover Insurance Comt)anv 22292 INSURER C : FICE OF THE CITY CLER NSURER D : INSURER E : INSURER F : o Cvicinki rJ11MBER- COVERAGES CERTIFICATE NUMBER: •.�.......- •- •-•_____ ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN THER OCUMENT WITH RESPECT CONTRACT ORTHE ANY OR OF NY POLICIES DESCRIBED HEREIN IS SUBJECT ALL HEITERMS, INDICACERT WSURANCEOAD ORDED BYTION D OR MAY P(ERITAINETHETERM FICDTE MAYNBE SSSUEDING LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. ADDL SUBR POLICY EFF POLICY EXP LIMITS INSR TYPE OF INSURANCE POLICY NUMBER 2,000,000 EACH OCCURRENCE $ A X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED X OCCUR X B 4017307305 2/2812025 212812026 PREMISES Ea ccurren CLAIMS -MADE ❑ 300,000 10,000 MED EXP (Any oneperson) $ 2,000,000 PERSONAL & ADV INJURY $ 4,000,000 GENERAL AGGREGATE GEN'L AGGREGATE LIMIT APPLIES PER: PRO ❑ PRODUCTS -COMP/OP AGG $ 4,000,000 X POLICY LOG JECT BLKT ADDL INSUR Included OTHER: -- COMBINED SINGLE LIMIT 1,000,000 A AUTOMOBILE LIABILITY Ea accident)$ - B 4017307305 2128/2025 2/28/2026 BODILY INJURY Perperson) $ ANY AUTO OWNED SCHEDULED BODILY INJURY Per accident AUTOS ONLY AUTOS PROPERTY DAMAGE X HIRED X NON -OWNED Per accident AUTOS ONLY AUTOS ONLY EACH OCCURRENCE $ UMBRELLA LIAB OCCUR EXCESS LIAR CLAIMS -MADE AGGREGATE _T_DEO RETENTION $ PER OTH- WORKERS COMPENSATION STATUTE ER AND EMPLOYERS' LIABILITY Y / N E.L. EACH ACCIDENT ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N / A $ /Min NH) EXCLUDED? E.L. DISEASE - EA EMPLOYE OFFICER/MEMBER If yes, describe under E.L. DISEASE - POLICY LIMIT DESCRIPTIONOFOPERATIONSbelow 11/1/2023 11/1/2025 Each Claim 2,000,000 B Professional Liab LH3890054614 11/1/2023 11/1/2025 Aggregate 4,000,000 B Professional Liab. LH3890054614 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) and agents are named as additional insured as respect City of Palm Springs Contract No. 2024-01 for any Springs The City of Palm Springs, its officials, employees the City. This insurance is primary and non contributory over any insurance the City may have as respects City of Palm and all work performed with contract No. 2024-01 . 30 day notice of cancellation, 10 day for nonpayment of premium SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Engineering Services Department 3200 E. Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs, CA 92262 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CNA SB-146932-E (Ed. 06111) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered — �n orlrlitinnnl inci irpd nn nnv other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED —BLANKET VENDORS WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to bodily injuryor "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury' or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury' or "property damage" arising out of the sole negligence of the vendor for its own acts or omission or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury' or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or "personal and advertising injury," but Only the following persons or organizations are additional insureds under this endorsement and coverage provided to such additional insureds is limited as provided herein: a. Additional Insured —Your Work That person or organization for whom you do work is an additional insured solely for liability SB-146932-E Page 1 of 5 (Ed. 06/11) CHQ SB-146932-E (Ed. 06/11) due to your negligence specifically resulting from your work for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this endorsement and paragraph F.9. of the definition of "insured contract" under Liability and Medical Expenses Definitions do not apply to "bodily injuryor "property damage" arising out of the "products -completed operations hazard" unless required by the written contract or written agreement. (3) The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury' arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions A state or political subdivision subject to the following provisions: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of _ advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or .= removal of elevators, or (2) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. This insurance does not apply to "bodily injury, property damage" or "personal and advertising injury' arising out of operations performed for the state or municipality. c. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. f. Owners/Other Interests — Land is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease that land; or SB-146932-E (Ed. 06111) Page 2 of 5 CNA SB-146932-E (Ed. 06/11) (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability as co- owner of such premises. h. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage" or "personal and advertising injuryarising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs b. through h. above does not apply to "bodily injury' or "property damage" included within the "products -completed operations hazard." 3. The following is added to Paragraph H. of the BUSINESSOWNERS COMMON POLICY CONDITIONS: H. Other Insurance 4. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. 4. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: I. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you,- 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. SB-146932-E (Ed. 06111) Page 3 of 5 CNQ SB-146932-E (Ed. 06/11) Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products -completed operations hazard." B. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. C. The first Paragraph under item 5. Damage To Premises Rented To You Limit of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you, or temporarily occupied by you, with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the N Declaration. 5. Blanket Waiver of Subrogation We waive any right of recovery we may have against: 0 a. Any person or organization with whom you have a written contract that requires such a waiver. 6. Broad Knowledge of Occurrence The following items are added to E. Businessowners General Liability Conditions in the Businessowners Liability Coverage Form: e. Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence," offense, claim or "suit' is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph e. applies separately to you and any additional insured. 7. Bodily Injury Section F. Liability and Medical Expenses Definitions, item 3. "Bodily Injury" is deleted and replaced with the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 8. Expanded Personal and Advertising Injury Definition a. The following is added to Section F. Liability and Medical Expenses Definitions, item 14. Personal and Advertising Injury, in the Businessowners General Liability Coverage Form: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: 1. Not done intentionally by or at the direction of: a. The insured; or b. Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and 2. Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. b. The following is added to Exclusions, Section B.: SB-146932-E (Ed. 06111) Page 4 of 5 CHA SB-146932-E (Ed. 06/11) (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. c. This provision (Expanded Personal and Advertising Injury) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. 9. Personal and Advertising Injury Re -defined Section F. Liability and Medical Expenses Definitions, item 14, Personal Advertising Injury, Paragraph c. is replaced by the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of it's owner, landlord or lessor. SB-146932-E (Ed. 06111) Page 5 of 5 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) Professional Services Agreement NAI Consulting, Inc. Josh Nickerson, Vice President jnickerson@naiconsulting.com On-Call Project Administration Services for a variety of current and future capital projects NTE $2,000,000 Five years On file Josh Nickerson, jnickerson@naiconsulting.com Lorissa Gruehl, lgruehl@naiconsulting.com Engineering Services Joel Montalvo X8339 May 23, 2024, Item 1N 24Q094 1 - TBD Yes Yes Yes Department N/A No Amendment No. 1 is attached. N/A 03/12/2025 Vonda Teed Docusign Envelope ID: D7CA5BD3-C0F8-42E2-BA70-24F295DA325C 55575.18100\42913029.1 Page 1 of 2 (BB&K 2024) AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT 24Q094 BETWEEN THE CITY PALM SPRINGS AND NAI CONSULTING, INC. 1. Parties and Date. This Amendment No. 1 to Professional Services Agreement 23P071 is made and entered into as of this 1st day of March, 2025 by and between the City of Palm Springs (“City”) and NAI Consulting, Inc. (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. City and Consultant have entered into an agreement entitled “Professional Services Agreement 24Q094, On-Call Project Administration Services” dated May 28, 2024 (“Agreement”) for the purpose of retaining the services of Consultant to provide as needed, on-call project administration services in an amount not to exceed $2,000,000 and a term of five years. 2.2 Amendment Purpose. City and Consultant now desire to amend the Agreement to incorporate revised rates for NAI Consulting, Inc. and Connect and Company, LLC due to independent audits of their Indirect Cost Rate. 2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 1.8, Performance of Services of the Agreement. 3. Terms. 3.1 Amendment. Exhibit “B” of the Agreement is hereby amended to incorporate revised rates for NAI Consulting, Inc. and Connect and Company attached hereto and incorporated by reference. 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. Docusign Envelope ID: D7CA5BD3-C0F8-42E2-BA70-24F295DA325C 55575.18100\42913029.1 Page 2 of 2 (BB&K 2024) SIGNATURE PAGE TO AMENDMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND NAI CONSULTING, INC. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dates stated below. NAI CONSULTING, INC.: By: ____________________________ By: ______________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $150,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: D7CA5BD3-C0F8-42E2-BA70-24F295DA325C 3/12/2025 3/17/2025 3/18/2025 NAI Consulting, Inc. Compensation for Services Date: 2/26/2025 Contract No.: Project No.: Particpation Amount: Prime Consultant Subconsultant 2nd Tier Subconsultant Combined Rate Combined ICR Fringe Benefit:0%+ Administrative Costs 112%= 112% Fee: =15% Job Title/ Name / Classification Actual or Avg. % or $ Straight OT (1.5x) OT(2x) From To Hourly Rate Increase Principal Civil Engineer* 207.00$ N/A N/A 1/1/2024 12/31/2024 85.00$ Not Applicable Principal Project Manager* 207.00$ N/A N/A 1/1/2025 12/31/2025 0.0% - Joshua Nickerson 207.00$ N/A N/A 1/1/2026 12/31/2026 0.0% - Lorissa Gruehl 207.00$ N/A N/A 1/1/2027 12/31/2027 0.0% 207.00$ N/A N/A 1/1/2028 12/31/2028 0.0% 207.00$ N/A N/A 1/1/2029 12/31/2029 0.0% Project Manager VI* 183.00$ N/A N/A 1/1/2024 12/31/2024 75.00$ $70.00 - $80.00 Senior Engineer VI* 183.00$ N/A N/A 1/1/2025 12/31/2025 0.0% 183.00$ N/A N/A 1/1/2026 12/31/2026 0.0% 183.00$ N/A N/A 1/1/2027 12/31/2027 0.0% 183.00$ N/A N/A 1/1/2028 12/31/2028 0.0% 183.00$ N/A N/A 1/1/2029 12/31/2029 0.0% Project Manager V* 165.00$ N/A N/A 1/1/2024 12/31/2024 67.50$ $65.00 - $70.00 Senior Engineer V* 165.00$ N/A N/A 1/1/2025 12/31/2025 0.0% 165.00$ N/A N/A 1/1/2026 12/31/2026 0.0% 165.00$ N/A N/A 1/1/2027 12/31/2027 0.0% 165.00$ N/A N/A 1/1/2028 12/31/2028 0.0% 165.00$ N/A N/A 1/1/2029 12/31/2029 0.0% Project Manager IV* 153.00$ N/A N/A 1/1/2024 12/31/2024 62.50$ $60.00 - $65.00 Senior Engineer IV* 153.00$ N/A N/A 1/1/2025 12/31/2025 0.0% 153.00$ N/A N/A 1/1/2026 12/31/2026 0.0% 153.00$ N/A N/A 1/1/2027 12/31/2027 0.0% 153.00$ N/A N/A 1/1/2028 12/31/2028 0.0% 153.00$ N/A N/A 1/1/2029 12/31/2029 0.0% Project Manager III* 140.00$ N/A N/A 1/1/2024 12/31/2024 57.50$ $55.00 - $60.00 Senior Engineer III* 140.00$ N/A N/A 1/1/2025 12/31/2025 0.0% 140.00$ N/A N/A 1/1/2026 12/31/2026 0.0% 140.00$ N/A N/A 1/1/2027 12/31/2027 0.0% 140.00$ N/A N/A 1/1/2028 12/31/2028 0.0% 140.00$ N/A N/A 1/1/2029 12/31/2029 0.0% $2,000,000 Hourly Range - for Classifications Only Hourly Billing Rates Effective Date of Hourly Rate TBD03-24 BILLING INFORMATION CALCULATION INFORMATION Page 1 of 3 Docusign Envelope ID: D7CA5BD3-C0F8-42E2-BA70-24F295DA325C NAI Consulting, Inc. Compensation for Services Project Manager II* 128.00$ N/A N/A 1/1/2024 12/31/2024 52.50$ $50.00 - $55.00 Senior Engineer II* 128.00$ N/A N/A 1/1/2025 12/31/2025 0.0% 128.00$ N/A N/A 1/1/2026 12/31/2026 0.0% 128.00$ N/A N/A 1/1/2027 12/31/2027 0.0% 128.00$ N/A N/A 1/1/2028 12/31/2028 0.0% 128.00$ N/A N/A 1/1/2029 12/31/2029 0.0% Project Manager I* 123.00$ N/A N/A 1/1/2024 12/31/2024 50.48$ $45.00 - $50.00 Senior Engineer I* 129.00$ N/A N/A 1/1/2025 12/31/2025 5.0% 135.00$ N/A N/A 1/1/2026 12/31/2026 5.0% 142.00$ N/A N/A 1/1/2027 12/31/2027 5.0% 149.00$ N/A N/A 1/1/2028 12/31/2028 5.0% 156.00$ N/A N/A 1/1/2029 12/31/2029 5.0% Associate Project Manager II* 104.00$ N/A N/A 1/1/2024 12/31/2024 42.50$ $40.00 - $45.00 Associated Engineer II* 109.00$ N/A N/A 1/1/2025 12/31/2025 5.0% 114.00$ N/A N/A 1/1/2026 12/31/2026 5.0% 120.00$ N/A N/A 1/1/2027 12/31/2027 5.0% 126.00$ N/A N/A 1/1/2028 12/31/2028 5.0% 132.00$ N/A N/A 1/1/2029 12/31/2029 5.0% Associate Engineer I* 92.00$ N/A N/A 1/1/2024 12/31/2024 37.50$ $35.00 - $40.00 Associate Project Manager I* 97.00$ N/A N/A 1/1/2025 12/31/2025 5.0% 102.00$ N/A N/A 1/1/2026 12/31/2026 5.0% 107.00$ N/A N/A 1/1/2027 12/31/2027 5.0% 112.00$ N/A N/A 1/1/2028 12/31/2028 5.0% 118.00$ N/A N/A 1/1/2029 12/31/2029 5.0% Assistant Project Manager* 85.00$ 127.50$ 170.00$ 1/1/2024 12/31/2024 35.00$ $30.00 - $35.00 Assistant Engineer 89.00$ 133.50$ 178.00$ 1/1/2025 12/31/2025 5.0% 93.00$ 139.50$ 186.00$ 1/1/2026 12/31/2026 5.0% 98.00$ 147.00$ 196.00$ 1/1/2027 12/31/2027 5.0% 103.00$ 154.50$ 206.00$ 1/1/2028 12/31/2028 5.0% 108.00$ 162.00$ 216.00$ 1/1/2029 12/31/2029 5.0% Administrative Support 74.00$ 111.00$ 148.00$ 1/1/2024 12/31/2024 30.45$ $25.00 - $30.00 78.00$ 117.00$ 156.00$ 1/1/2025 12/31/2025 5.0% 82.00$ 123.00$ 164.00$ 1/1/2026 12/31/2026 5.0% 86.00$ 129.00$ 172.00$ 1/1/2027 12/31/2027 5.0% 90.00$ 135.00$ 180.00$ 1/1/2028 12/31/2028 5.0% 95.00$ 142.50$ 190.00$ 1/1/2029 12/31/2029 5.0% Administrative Assistant 59.00$ 88.50$ 118.00$ 1/1/2024 12/31/2024 24.00$ $20.00 - $25.00 62.00$ 93.00$ 124.00$ 1/1/2025 12/31/2025 5.0% 65.00$ 97.50$ 130.00$ 1/1/2026 12/31/2026 5.0% 68.00$ 102.00$ 136.00$ 1/1/2027 12/31/2027 5.0% 71.00$ 106.50$ 142.00$ 1/1/2028 12/31/2028 5.0% 75.00$ 112.50$ 150.00$ 1/1/2029 12/31/2029 5.0% Page 2 of 3 Docusign Envelope ID: D7CA5BD3-C0F8-42E2-BA70-24F295DA325C NAI Consulting, Inc. Compensation for Services * Positions are exempt from Overtime Compensation NOTES: Date: 2/26/2025 Contract No.: 03-24 Project No.: TBD Prime Consultant Subconsultant 2nd Tier Subconsultant Quantity Unit Cost List services the consultant is providing unter the proposed contract: ** - Travel Less than 50 miles will not be billed. Travel over 50 miles will be billed at the federal standard milage rate. * Billed at Direct Cost Project Management Grant Administration Professional Design Services SCHEDULE OF OTHER DIRECT COST ITEMS Total At Actual At Actual At Actual At Actual At Actual See Attached Rates See Attached Rates See Attached Rates_R1 1. Key Personnel must be marked with an (*) and employees that are subject to prevailing wage requirements must be marked with two (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. 3. Billing Rate= actual hourly rate*(1+ICR)* (1+Fee). Indirect cost rates shall be updated on an annual basis in accordance with the consultant's annual accounting period and established by a cognizant agency or accepted by Caltrans. All costs must comply with the Federal cost princpes for reimbursement. 4. For named employees and key personnel enter the actual hourly rate. For classification only, enter the Average Hourly Rate for that classification. -$ Subconsultant 1: Dynamic Engineering Services, Inc. Subconsultant 2: Bengal Engineering, Inc. Subconsultant 3: Connect & Company, LLC -$ Subconsultant 4: Subconsultant 5: Reprographics* Travel > 50 Miles** Permits / Fees* Additional Insurance* Description of Item Postage* Unit Page 3 of 3 Docusign Envelope ID: D7CA5BD3-C0F8-42E2-BA70-24F295DA325C Inspector General California Department of Transportation Certification of Indirect Costs and Financial Management System (Note: If a Safe Harbor Indirect Cost Rate is approved, this form is not required) Consultant’s Full Legal Name: Important: Consultant means the individual or consultant providing engineering and design related services as a party of a contract with a recipient or sub-recipient of Federal assistance. Therefore, the Indirect Cost Rate(s) shall not be combined with its parent company or subsidiaries. Indirect Cost Rate (ICR): Combined Rate: Or Facilities Capital Cost of Money (if applicable): Fiscal Period:* * Fiscal period is annual one year applicable accounting period that the ICR was developed (not the contract period). The ICR is based on the to the best of my knowledge and belief that: • All costs included in the cost proposal to establish the ICR(s) are allowable in accordance with the cost principles of the Federal Acquisition Regulation (FAR) 48, Code of Federal Regulations (CFR), Chapter 1, Part 31 (48 CFR Part 31) • The cost proposal does not include any costs which are expressly unallowable under the cost principles of 48 CFR Part 31 • The accounting treatment and billing of prevailing wage delta costs are consistent with our prevailing wage policy as either direct labor, indirect costs, or other direct costs on all federally-funded A&E Consultant Contracts. • I am providing the required and applicable documents as instructed on the Financial Document Review Request form. Financial Management System: records, and internal control adequate to demonstrate that costs claimed have been incurred, appropriately accounted for, are allocable to the contract, and comply with the federal requirements as set forth in Title 23 United States Code (U.S.C.) Section 112(b)(2); 48 CFR Part 31.201-2(d); 23 CFR, Chapter 1, Part 172.11(a)(2); and all applicable state and federal rules and regulations. • Account numbers identifying allowable direct, indirect, and unallowable cost accounts; • Ability to accumulate and segregate allowable direct, indirect, and unallowable costs into separate cost accounts; 1 NAI Consulting, Inc. 112.23 01/01/2023-12/31/2023 Docusign Envelope ID: D7CA5BD3-C0F8-42E2-BA70-24F295DA325C • Ability to accumulate and segregate allowable direct costs by project, contract and type of cost; • • Ability to account and record costs consistently and to ensure costs billed are in compliance with FAR; • Ability to ensure and demonstrate costs billed reconcile to general ledgers and job costing system; and • Ability to ensure costs are in compliance with contract terms and federal and state requirement Cost Reimbursements on Contracts: I also understand that failure to comply with 48 CFR Part 16.301-3 or knowingly charge unallowable costs to Federal-Aid Highway Program (FAHP) contracts may result in possible penalties and sanctions as provided by the following: • Sanctions and Penalties -23 CFR Part 172.11(c)(4) • False Claims Act - Title 31 U.S.C. Sections 3729-3733 • Statements or entries generally -Title 18 U.S.C. Section 1001 • Major Fraud Act - Title 18 U.S.C. Section 1031 All A&E Contract Information: • Total participation amount ___________________ on all State and FAHP contracts for Architectural & • The number of states in which the consultant does business is • Years of consultant’s experience with 48 CFR Part 31 is • Cognizant ICR Audit Local Govt ICR Audit Caltrans ICR Audit CPA ICR Audit Federal Govt ICR Audit I, the undersigned, certify all of the above to the best of my knowledge and belief and that I have reviewed the ICR Schedule to determine that any costs which are expressly unallowable under the Federal cost principles have been removed and comply with Title 23 U.S.C. Section 112(b)(2), 48 CFR Part 31, 23 CFR Part 172, and all applicable state and federal rules and regulations. I also certify that I understand that all documentation of compliance must be retained by the consultant. I hereby acknowledge that costs that are noncompliant with the federal and state requirements are not eligible for reimbursement and must be returned to Caltrans. Name ** Title**: Signature: Date: Phone**: Email**: establish the indirect cost rate. Note: Both prime and subconsultants as parties of a contract must complete their own forms. Caltrans will not Audits and Investigations. 2 400,000.00 1 28 Joshua Nickerson, PE Vice President jnickerson@naiconsulting.com(760) 318-0184 02/05/2025 Docusign Envelope ID: D7CA5BD3-C0F8-42E2-BA70-24F295DA325C ATTACHMENT “H” REQUESTS FOR QUALIFICATIONS (RFQ 03-24) ON CALL PROJECT ADMINISTRATION SERVICES FEE SCHEDULE OVERHEAD AND FEE RATE Overhead Rate 132.5% PERCENTAGE Fee Percentage * fee percentage applied to the cost of work 10% CLASSIFICATION/TITLE UNBURDENDED HOURLY RATE FULLY BURDENED HOURLY RATE (Rate + OH + Fee) Andrea Suarez Community Outreach Director, Exempt $79 $202.04 Christine Feldman Art Director/Graphic Designer, Exempt $57.50 $147.06 Open Position Senior Community Outreach Specialist, Exempt Range $40-$50/hour $40-$55/hour $96.80-$133.10 Maité Sandoval, Community Outreach Specialist, Exempt $32 $81.84 Open Position Community Outreach Coordinator, Non-Exempt Range $27-$31/hour $27-$31/hour $69.05-$79.28 Docusign Envelope ID: D7CA5BD3-C0F8-42E2-BA70-24F295DA325C Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal{s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 1. GenerallyAcceptedAccountingPrinciples{GAAP) 2. Termsand conditionsofthe contract 3.Title 23 United States Code Section 112 -Letting of Contracts 4.48 Code ofFederal RegulationsPart 31 -Contract Cost Principles and Procedures 5.23 Code ofFederal Regulations Part 172 -Procurement, Management, andAdministration ofEngineering and Design Related Service 6.48 Code ofFederal RegulationsPart 9904-Cost Accounting StandardsBoard {when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultantor Subconsultant Certifying: Name: Title*: Signature:Date of Certification {mm/dd/yyyy): Phone Number: Email: Address: _ *An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a ChiefFinancial Officer, or equivalent, who hasauthority to represent the financial information utilized to establish the cost proposal for the contract. Docusign Envelope ID: D7CA5BD3-C0F8-42E2-BA70-24F295DA325C &HUWL¿FDWLRQRI,QGLUHFW&RVWVDQG)LQDQFLDO0DQDJHPHQW6\VWHP,QGHSHQGHQW2I¿FHRI$XGLWVDQG,QYHVWLJDWLRQV5HYLVHG Inspector General California Department of Transportation Certification of Indirect Costs and Financial Management System (Note: If a Safe Harbor Indirect Cost Rate is approved, this form is not required) Consultant’s Full Legal Name: Important: Consultant means the individual or consultant providing engineering and design related services as a party of a contract with a recipient or sub-recipient of Federal assistance. Therefore, the Indirect Cost Rate(s) shall not be combined with its parent company or subsidiaries. Indirect Cost Rate (ICR): Combined Rate: Or +RPH2ႈFH5DWH DQG)LHOG2ႈFH5DWH LIDSSOLFDEOH Facilities Capital Cost of Money (if applicable): Fiscal Period:* * Fiscal period is annual one year applicable accounting period that the ICR was developed (not the contract period). The ICR is based on the FRQVXOWDQW¶VRQH\HDUDSSOLFDEOHDFFRXQWLQJSHULRGIRUZKLFKILQDQFLDOVWDWHPHQWVDUHUHJXODUO\SUHSDUHGE\WKHFRQVXOWDQW ,KDYHUHYLHZHGWKHSURSRVDOWRHVWDEOLVKDQ,&5 V IRUWKHILVFDOSHULRGDVVSHFLILHGDERYHDQGKDYHGHWHUPLQHG to the best of my knowledge and belief that: • All costs included in the cost proposal to establish the ICR(s) are allowable in accordance with the cost principles of the Federal Acquisition Regulation (FAR) 48, Code of Federal Regulations (CFR), Chapter 1, Part 31 (48 CFR Part 31) • The cost proposal does not include any costs which are expressly unallowable under the cost principles of 48 CFR Part 31 • The accounting treatment and billing of prevailing wage delta costs are consistent with our prevailing wage policy as either direct labor, indirect costs, or other direct costs on all federally-funded A&E Consultant Contracts. •$OONQRZQPDWHULDOWUDQVDFWLRQVRUHYHQWVWKDWKDYHRFFXUUHGVXEVHTXHQWWR\HDUHQGDIIHFWLQJWKHFRQVXOWDQW¶V RZQHUVKLSRUJDQL]DWLRQDQGLQGLUHFWFRVWUDWHVKDYHEHHQGLVFORVHGDVRIWKHGDWHRIWKLVFHUWLILFDWLRQ I am providing the required and applicable documents as instructed on the Financial Document Review Request form. Financial Management System: 2XUODERUFKDUJLQJMREFRVWLQJDQGDFFRXQWLQJV\VWHPVPHHWWKHVWDQGDUGVIRU¿QDQFLDOUHSRUWLQJDFFRXQWLQJ records, and internal control adequate to demonstrate that costs claimed have been incurred, appropriately accounted for, are allocable to the contract, and comply with the federal requirements as set forth in Title 23 United States Code (U.S.C.) Section 112(b)(2); 48 CFR Part 31.201-2(d); 23 CFR, Chapter 1, Part 172.11(a)(2); and all applicable state and federal rules and regulations. 2XU¿QDQFLDOPDQDJHPHQWV\VWHPKDVWKHIROORZLQJDWWULEXWHV • Account numbers identifying allowable direct, indirect, and unallowable cost accounts; • Ability to accumulate and segregate allowable direct, indirect, and unallowable costs into separate cost accounts; 1 Connect & Company, LLC Docusign Envelope ID: D7CA5BD3-C0F8-42E2-BA70-24F295DA325C &HUWL¿FDWLRQRI,QGLUHFW&RVWVDQG)LQDQFLDO0DQDJHPHQW6\VWHP,QGHSHQGHQW2I¿FHRI$XGLWVDQG,QYHVWLJDWLRQV5HYLVHG • Ability to accumulate and segregate allowable direct costs by project, contract and type of cost; •,QWHUQDOFRQWUROVWRPDLQWDLQLQWHJULW\RIILQDQFLDOPDQDJHPHQWV\VWHP • Ability to account and record costs consistently and to ensure costs billed are in compliance with FAR; • Ability to ensure and demonstrate costs billed reconcile to general ledgers and job costing system; and • Ability to ensure costs are in compliance with contract terms and federal and state requirementV Cost Reimbursements on Contracts: I also understand that failure to comply with 48 CFR Part 16.301-3 or knowingly charge unallowable costs to Federal-Aid Highway Program (FAHP) contracts may result in possible penalties and sanctions as provided by the following: • Sanctions and Penalties -23 CFR Part 172.11(c)(4) • False Claims Act - Title 31 U.S.C. Sections 3729-3733 • Statements or entries generally -Title 18 U.S.C. Section 1001 • Major Fraud Act - Title 18 U.S.C. Section 1031 All A&E Contract Information: • Total participation amount ___________________ on all State and FAHP contracts for Architectural & (QJLQHHULQJVHUYLFHVWKDWWKHFRQVXOWDQWUHFHLYHGLQWKHODVWWKUHHILVFDOSHULRGV • The number of states in which the consultant does business is • Years of consultant’s experience with 48 CFR Part 31 is •,GHQWLI\WKHW\SHRIDXGLWVOLVWHGEHORZWKDWWKHFRQVXOWDQWKDVKDGSHUIRUPHG LIDSSOLFDEOH Cognizant ICR Audit Local Govt ICR Audit Caltrans ICR Audit CPA ICR Audit Federal Govt ICR Audit I, the undersigned, certify all of the above to the best of my knowledge and belief and that I have reviewed the ICR Schedule to determine that any costs which are expressly unallowable under the Federal cost principles have been removed and comply with Title 23 U.S.C. Section 112(b)(2), 48 CFR Part 31, 23 CFR Part 172, and all applicable state and federal rules and regulations. I also certify that I understand that all documentation of compliance must be retained by the consultant. I hereby acknowledge that costs that are noncompliant with the federal and state requirements are not eligible for reimbursement and must be returned to Caltrans. Name ** Title**: Signature: Date: Phone**: Email**: $QLQGLYLGXDOH[HFXWLYHRU¿QDQFLDORႈFHURIWKHFRQVXOWDQW¶VRUVXEFRQVXOWDQW¶VRUJDQL]DWLRQDWDOHYHOQRORZHUWKDQD 9LFH3UHVLGHQWD&KLHI)LQDQFLDO2ႈFHURUHTXLYDOHQWZKRKDVDXWKRULW\WRUHSUHVHQWWKH¿QDQFLDOLQIRUPDWLRQXVHGWR establish the indirect cost rate. Note: Both prime and subconsultants as parties of a contract must complete their own forms. Caltrans will not SURFHVVORFDODJHQF\¶VLQYRLFHVXQWLODFRPSOHWHIRUPLVDFFHSWHGDQGDSSURYHGE\WKH,QGHSHQGHQW2ႈFHRI Audits and Investigations. 2 Andrea Suarez Owner / Principal Andrea Suarez Digitally signed by Andrea Suarez Date: 2024.04.10 11:40:52 -07'00' andrea@connectcopr.com(760) 889-6949 04/10/2024 Docusign Envelope ID: D7CA5BD3-C0F8-42E2-BA70-24F295DA325C 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) On-Call Project Administration Services NAI Consulting, Inc. Joshua Nickerson jnickerson@naiconsulting.com On-Call Project Administration Services for Federally Funded Projects $2,000,000 5 years Yes Joshua Nickerson jnickerson@naiconsulting.com Lorissa Gruehl lgruehl@naiconsulting.com Engineering Joel Montalvo / 8339 May 23, 2024 24Q094 n/a Yes Yes Yes Procurement N/A No May 2, 2024 Kim Baker DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 CITY OF PALM SPRINGS PROFESSIONAL SERVICES AGREEMENT 24Q094 ON-CALL PROJECT ADMINISTRATION SERVICES THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter “Agreement”) is made and entered into, to be effective this 28th day of May 2024, by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as “City”) and NAI Consulting, Inc. , (hereinafter referred to as “Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and are hereinafter collectively referred to as the “Parties.” RECITALS A. City has determined that there is a need for As-Needed, “On-Call” Project Administration Services for a variety of future capital projects, (hereinafter the “Project”). B. Consultant has submitted to City a proposal to provide As-Needed, “On-Call” Project Administration Services for a variety of future capital projects to City pursuant to the terms of this Agreement. C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided herein. D. City desires to retain Consultant to provide such professional services. 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: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit “A,” which is attached hereto and is incorporated herein by reference (hereinafter referred to as the “Services” or “Work”). The Services shall be more particularly described in the individual Task Order issued by the City. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that this Agreement requires specialized skills and abilities and is consistent with this understanding, Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work contemplated herein and, in light of such status and experience, Consultant covenants that it shall perform the Work 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. 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City’s Request for Proposals; (4) the Consultant’s signed, original proposal submitted to the City (“Consultant’s Proposal”); and (5) the Task Order (as defined herein) (collectively referred to as the “Contract Documents”). The City’s Request for Proposals and the Consultant’s Proposal, is incorporated by reference and are made a part of this Agreement. The DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 Scope of Services shall include the Consultant’s Proposal. All provisions of the Scope of Services, Task Order, the City’s Request for Proposals and the Consultant’s Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the terms of this Agreement; (2nd) the provisions of the Task Order; (3rd) Scope of Services (Exhibit “A”), as may be amended from time to time; (4th) the provisions of the City’s Request for Proposal; and (5th) the provisions of the Consultant’s Proposal. 1.3 Compliance with Law. Consultant warrants that all Services rendered hereunder shall be performed in accordance with all applicable federal, state, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder, including without limitation all applicable Cal/OSHA requirements. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.4 Licenses, Permits, Fees and Assessments. Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work under this Agreement. Consultant sh all have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work required by this Agreement, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services hereunder. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. 1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. 1.8 Performance of Services. City Manager or Director Engineering, as provided in Section 2.1 of this Agreement, shall have the right at any time during the term of this Agreement to order the performance of services as generally described in the Scope of Services to perform extra or additional DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No Work may be undertaken unless a written order is first given by the City Manager or the Director of Engineering to the Consultant, incorporating therein the identification and description of the Work to be performed, a maximum or not to exceed amount for such Work, and the time to perform the Work. 1.9 Unauthorized Aliens. Consultant hereby represents and warrants that it will comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of any Work under this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to reimburse City for any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, or penalties which arise out of or are related to such employment, together with any and all costs, including attorneys' fees, incurred by City. 2.0 COMPENSATION 2.1 Maximum Contract Amount. City and Consultant hereby acknowledge and agree that the Services required by this Agreement will vary dependent upon the number, type, and extent of the Services the Consultant shall provide; and no guarantee of the extent or the type of Services required of Consultant under the terms of this Agreement is made by the City. The annual level of se rvices required by this Agreement is unknown and may significantly increase or decrease from year to year. In acknowledgement of the fact that the number and type of projects requiring the Consultant’s Services has not been identified for this Agreement, City and Consultant hereby acknowledge and agree that a specific “Maximum Contract Amount” shall be imposed on each separate project that the City may assign Consultant as provided in Section 1.8 and in this Section 2.1. Each such separate project shall be identified as a Task Order authorized by the Director of Engineering or the City Manager as provided in this Section 2.1. The method of compensation for each separate City authorized Task Order may include: (i) a lump sum payment upon completion, (ii) payment for time and materials based upon the Consultant's Schedule of Hourly Billing Rates as shown on Exhibit “B”, or (iii) such other methods as may be specified in the Schedule of Compensation. Compensation shall include reimbursement for actual and n ecessary expenditures for reproduction costs, telephone expense, transportation expense, and all other necessary expenditures required to perform the professional services under this Agreement. Compensation shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City; Consultant shall not be entitled to any additional compensation for attending said meetings. Consultant hereby acknowledges that it accepts the risk that the Services to be provided pursuant to t he Scope of Services may be more costly or time consuming than Consultant anticipates, and that Consultant shall not be entitled to additional compensation, therefore. It is expressly agreed that the maximum contract amount of this Agreement is a not to exceed $2,000,000 over the five-year term or approximately $400,000 annually and is subject to the number and type of projects requiring the Consultant’s Services throughout the duration of the term of this Agreement, if any. Consultant’s compensation shall be limited to the Maximum Contract Amount identified on each separate, individually authorized Task Order corresponding to a project requiring the services of the Consultant. DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 By approval of this Agreement, the City Council hereby authorizes the subsequent approval of individual Task Orders (Purchase Orders) in those amounts sufficient to cover the cost of required Services necessary for the projects. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation (Exhibit “B”), in any month in which Consultant wishes to receive payment, no later than the tenth (10) working day of such month, Consultant shall submit to the City, in a form approved by the City’s Finance Director, an invoice for Services rendered prior to the date of the invoice. Such requests shall be based upon the amount and value of the Services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or a soon thereafter as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/or (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant’s profession. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the Palm Springs City Council for each fiscal year covered by the Agreement. If such appropriations are not made, the City Manager may terminate this Agreement as provided in Section 8.3 of this Agreement; otherwise, there shall be no funding for any Services and Consultant shall not be entitled to payment for any Services that Consultant may provide. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the Services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon Schedule of Performance for each Task Order. Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. 3.2 Schedule of Performance. Consultant shall commence the Services pursuant to this Agreement upon receipt of a written Task Order and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 3.3 Force Majeure. The time for performance of Services to be rendered under each Task Order may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination pr ovisions of this Agreement. 3.4 Term. Unless earlier terminated under the terms of this Agreement, this Agreement shall continue in full force and effect for five years from the effective date of this Agreement. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the Services to be performed under this Agreement and make all decisions in connection therewith: Joshua Nickerson, P.E. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City and is subject to change by the City Manager. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subconsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subconsultant and City. All persons DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restric ted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability hereunder without the express written consent of City. 4.4 Independent Consultant. A. The legal relationship between the Parties is that of an independent Consultant, and nothing herein shall be deemed to make Consultant a City employee. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City’s offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint ventures or a member of any joint enterprise with Consultant. B. Consultant shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner. C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services hereunder. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 2 and Subsection 1.8 herein, of any nature relating to salary, taxes, or benefits of Consultant’s officers, employees, servants, representatives, subconsultants, or agents, Consultant shall indemnify City for all such financial obligations. 4.5 California Labor Code Requirements. A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 5. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Consultant, its agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows: A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification pursuant to (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services pursuant to this Agreement. (2) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performin g Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers’ Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers’ compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City and to require each of its subconsultants, if any, to do likewise under their workers’ compensation insurance policies. If Consultant has no employees, Consultant shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent Consultants, broad form property damage, products and completed operations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non- owned, leased, and hired cars. E. Professional Liability Insurance (errors and omissions). Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of professional liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager may require evidence of pending claims and claims history as well as evidence of Consultant’s ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 policies required of Consultant pursuant to this Agreement: A. For any claims related to this Agreement, Consultant’s coverage shall be primary insurance as respects City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant’s insurance and shall not contribute with it. B. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. C. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made, or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. D. None of the insurance coverages required herein will be in compliance with th ese requirements if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. E. Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may dela y commencement of the Project. It is Consultant’s obligation to ensure timely compliance with all insurance submittal requirements as provided herein. F. Consultant agrees to ensure that subconsultants, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subconsultants and others engaged in the Project will be submitted to the City for review. G. Consultant acknowledges and agrees that an y actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights hereunder in this or any other regard. H. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be sub mitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. I. Requirements of specific insurance coverage features, or limits contained in this DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all-inclusive. J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this section. K. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. L. Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant’s activities or the activities of any person or person for which the Consultant is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required herein 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 such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 “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. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant’s obligation to provide them. 6. INDEMNIFICATION 6.1 To the fullest extent permitted by law, Consultant shall defend (at Consultant’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 (Consultant’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant’s indemnification obligation or other liability under this Agreement. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 7. REPORTS AND RECORDS 7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 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. 7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of the Work to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Work contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of such fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all damages resulting therefrom. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Consultant shall ensure that all its subconsultants shall provide for assignment to City of any documents or materials prepared by them, and in the event, Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City’s prior written authorization. 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant’s performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as 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 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 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. 8.3 Termination. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 8.4 Default of Consultant. A. Consultant’s failure to comply with any provision of this Agreement shall constitute a default. B. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudi ce of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City’s right to terminate this Agreement without cause pursuant to Section 8.3. C. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.4.B, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant’s liability for completion of the Services as provided herein. DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 8.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of an y covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions hereof. 8.6 Rights and Remedies 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 and 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. 8.7 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 defa ult, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.8 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, including but not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexua l orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. A. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant’s expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City’s alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof, Consultant shall not be obligated to indemnify City under any settlement made without Consultant’s consent or in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant’s expense. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direct ion, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: City of Palm Springs Attention: City Manager 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 To Consultant: NAI Consulting, Inc. Attention: Joshua Nickerson, P.E. 68955 Adelina Road Cathedral City, CA 92234 Telephone: (760) 323-5344 10.3 Entire 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 hereof. No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees. 10.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for herein, 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 hereto. 10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 10.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 10.10 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 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. 11.0 FEDERAL PROVISIONS 11.1 State Prevailing Wage Rates. A. Consultant shall comply with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work. B. Any subcontract entered into as a result of this contract, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Article, unless the awarding agency has an approved labor compliance program by the Director of Industrial Relations. C. When prevailing wages apply to the services described in the scope of work, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. 11.2 Prohibition of Expending City, State or Federal Funds for Lobbying. A. Consultant certifies to the best of his or her knowledge and belief that: 1) No state, federal or City appropriated funds have been paid, or will be paid by-or-on behalf of Consultant to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. 2) If any funds other than federal appropriated funds have been paid, or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this federal contract, grant, loan, or cooperative agreement; Consultant shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. C. Consultant also agrees by signing this Agreement that he or she shall require that the language of this certification be included in all lower-tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. 11.3 Debarment and Suspension Certification. A. Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to the City. B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Consultant responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 11.4 Disadvantaged Business Enterprises (DBE) Participation. A. This Agreement is subject to 49 CFR, Part 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. Consultants who obtain DBE participation on this Agreement will assist Caltrans in meeting its federally mandated statewide overall DBE goal. B. The goal for DBE participation for this contract is 22%. Participation by DBE consultant or subconsultants shall be in accordance with information contained in the Consultant Proposal DBE Commitment (Exhibit 10-O1), or in the Consultant Contract DBE Information (Exhibit 10-O2) attached hereto as Exhibit “D” and incorporated as part of the Agreement. If a DBE subconsultant is unable to perform, Consultant must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met. C. DBEs and other small businesses, as defined in 49 CFR, Part 26 are encouraged to participate in the performance of contracts financed in whole or in part with federal funds. Consultant or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. Consultant shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT-assisted agreements. Failure by Consultant to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the City deems appropriate. D. Any subcontract entered into as a result of this contract shall contain all of the provisions of this section. E. A DBE firm may be terminated only with prior written approval from the City and only for the reasons specified in 49 CFR 26.53(f). Prior to requesting the City consent for the termination, Consultant must meet the procedural requirements specified in 49 CFR 26.53(f). F. A DBE performs a Commercially Useful Function (CUF) when it is responsible for execution of the work of the contract and is carrying out its responsibilities b y actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible with respect to materials and supplies used on the contract, for negotiating price, determining quality and quantity, DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the, contract is commensurate with the work it is actually performing, and other relevant factors. G. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. H. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its contract with its own work force, or the DBE subcontracts a greater portion of the work of the contract than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF. I. Consultant shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime consultants shall also show the date of work performed by their own forces along with th e corresponding dollar value of the work. J. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the form entitled, “Final Report-Utilization of Disadvantaged Business Enterprise (DBE), First-Tier Subconsultants” CEM-2402F [Exhibit 17-F, of the LAPM], certified correct by Consultant or Consultant’s authorized representative and shall be furnished to the Contract Administrator with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to Consultant when a satisfactory “Final Report -Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subconsultants” is submitted to the Contract Administrator. K. If a DBE subconsultant is decertified during the life of the Agreement, the decertified subconsultant shall notify Consultant in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the Agreement, the subconsultant shall notify Consultant in writing with the date of certification. Any changes should be reported to the City’s Contract Administrator within 30 days. 11.5 Safety. A. Consultant shall comply with OSHA regulations applicable to Consultant regarding necessary safety equipment or procedures. Consultant shall comply with safety instructions issued by City Safety Officer and other City representatives. Consultant personnel shall wear hard hats and safety vests at all times while working on the construction project site. B. Pursuant to the authority contained in Section 591 of the Vehicle Code, the City has determined that such areas are within the limits of the project and are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Section. 11.6 National Labor Relations Board Certification. In accordance with Public Contract Code Section 10296, Consultant hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding two-year period, because of Consultant’s failure to comply with an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. 11.7 Title VI Assurances. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) a grees as follows: 1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to Nondiscrimination in Federally-assisted programs of the U.S. Department of Transportation, Federal Highway Administration, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, national origin, age, sex, or disability in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 3. Solicitation for Subcontracts, Including Procurements of M aterials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor’s obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, national origin, age, sex, or disability. 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Recipient or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the Recipient or the FHWA, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor’s noncompliance with the Non- discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: 1. withholding payments to the contractor under the contract until the contractor complies; and/or 2. cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following non- discrimination statutes and authorities, including, but not limited to: Pertinent Non-Discrimination DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), prohibits discrimination on the basis of sex; • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination of the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activiti es with disproportionately high and adverse human health or environmental effects on minority and low- income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND NAI CONSULTING, 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: _______ 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: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 5/10/2024 5/10/2024 5/28/2024 05/23/2024 1-N EXHIBIT “A” SCOPE OF SERVICES DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 SCOPE OF WORK 1.1 Background: A. The City utilizes qualified professionals to provide On Call Project Administration and Grant Administration Services for various projects including federally funded transportation projects. The City recognizes that the key to a successful Engineering Services Department is a good management support team. The purpose of this contract is for Consultant(s) who have the right skill sets and experience levels to assist the City with On Call Project Administration Services. It is also desired that the costs for these services, to the extent possible, be eligible for federal reimbursement. B. The Consultant will work with Caltrans District 8 and Caltrans Headquarters Office. In addition, Consultants shall provide on call project administration and project controls (project scheduling; cost estimating, cost control, document control); grant administration and grant reimbursements; and project and program financial and fiscal management. The Consultant will develop monitoring reports and perform trend analysis to detect and correct project delivery deficiencies. The Consultant will provide general project administrative support which will include maintaining project records and document control; developing and reviewing invoices and grant reimbursements; and developing project fact sheets, presentation and other reports and information. The Consultant will assist the City and jurisdictions to process State, federal or regional funding agreements and programming/grant applications; preparation of decision documents and staff reports; and preparation of periodic reports necessary for efficient and timely project delivery. C. The Consultant’s assigned staff will augment City staff as independent contractors serving as liaison to other agencies, consultants, and the public. In this role, the Consultant’s staff must adhere to the highest level of professionalism, ethics, and accountability, acting in a responsible, mature and thoughtful manner expected of a public official. D. This work will be provided on an on call as needed basis and no amount of work is guaranteed. The contract value is based on an estimate only and not reflective of the actual amount of work that may or may not be performed. The City will issue Task Orders to the Consultant to provide the requested services associated with each project, as the need occurs for such services. Work will be performed on either a lump sum or cost plus fixed fee basis as defined in each task order. 1.2 Scope: A. The scope of work for Project Administration including Grant Administration Services is to provide the City with well-qualified contract staff that are experienced with Caltrans Local Assistance Procedures Manual (LAPM) applicable to federally funded projects. In particular, the Consultant will be expected to participate as the Project Administrator administering the progress of each project including federally funded projects, attending meetings, monitoring progress with action items, maintaining project schedules, reviewing project submittals; etc. It is important that the Consultant assign contract staff that can prepare Requests for Authorization (RFA’s) for various phases of work, in accordance with the LAPM, and can monitor project schedules and DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 coordinate Federal Transportation Improvement Program (FTIP) Amendments through Riverside County Transportation Commission (RCTC) and Southern California Association of Governments (SCAG) as may be necessary to accommodate changing project schedules, including advancement of funding. B. The Consultant shall provide as-needed support per week on or off site, as determined by the City Engineer. Typical services to be provided include, but are not limited to, the following: 1. Prepare and submit necessary documents, and coordinate with various regional, county, state and federal funding agencies to acquire and maintain funding and approvals. 2. Identify and prepare grant opportunities and prepare documents (such as project proposals and plans), evaluate and prepare budgets, and complete required federal forms. 3. Assist with bidding procedures, prepare bid summaries, and make recommendations for consideration to award contracts for planning, design, and/or construction. 4. Prepare staff reports and written communications. 5. Monitor and report on project status, budget vs. actual expenditures, and contract time vs. actual time. 6. Prepare and track project schedules. 7. Prepare correspondence, reports, and memoranda necessary to administer various City capital improvement projects. 8. Other duties as requested by the City Engineer C. The Consultant shall perform the following types of services: 1. Overall Project Administration Consultants must identify a Project Administrator who will coordinate with City management and staff to plan routine and on-call services; monitor and control contract budgets; and ensure that services are consistent with the overall mission of the City. The Project Administrator will consult with City management on strategies for project development, project financing and City policies. Other responsibilities of the Project Administrator include but are not limited to: a. Managing resources to provide required services within established timelines and budget; maintaining quality control over the products and services provided by the Consultant team; submitting timely and accurate invoices for Consultant services; and other miscellaneous administrative tasks necessary to perform the work. b. Ensure that Consultant resources have the necessary skills, tools, and experience to accomplish assigned work. DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 c. Assist the City in tasks necessary to expedite project delivery such as “trouble shooting” and resolving issues with Caltrans, jurisdictions, regulator y parties and other affected agencies that may hamper project delivery schedules. d. Provide specialized assistance such as assisting with the solicitation of construction bids, assessing innovative project delivery strategies, and communicating City accomplishments. e. The Consultant shall track the status of estimates and funding for each project; track allocations and expenditures over time for individual projects; track contracts and agreements; and maintains project schedules and milestones. Consultants shall assist City staff in planning, monitoring and controlling project and contract scope, cost and schedules. 2. Project Delivery Administration The Consultant will assign a Project Administrator for all projects or project phases and will coordinate with the City’s existing consultants who have been awarded the environmental and/or design services contracts for the various projects including federally funded projects. Typical tasks include: a. Develop, monitor, and maintain a detailed financial plan for each proj ect by fund type, project phase and year of fund expenditure. b. Develop and maintain a detailed project activity and milestone schedule. c. Allocate available projects funds to activities and contracts. d. Identify and develop strategies to mitigate project risks. e. Interact with other public and regulatory agencies, utility companies and Caltrans to control project budgets and schedules. f. Attend project development team meetings and other stakeholder and community meetings for the projects. g. Employ project administration, contract administration, and project control techniques to ensure projects are delivered within approved scope, schedule and budget. h. Develop newsletters and/or other communication tools to engage the general public. i. Meet with individual property owners and other stakeholders to explain potential project impacts. j. Draft staff reports for City Council and committee meetings. 3. Design Contract Administration The City obtains the majority of its services via contracts, typically Architectural and Engineering (A&E) contracts. As such, typical contract administration tasks are to develop scope and fee, monitor costs and progress, and close contracts is required. In most cases, the Project Administrator performs contract administration services. Typical tasks include but are not limited to: DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 a. Develop consultant scopes-of-work, plan and assist with the administration of the consultant selection process and assist with the negotiation of contract language. b. Assist with the admnistration of consultant contracts for project study reports, environmental clearance, final design, right-of-way acquisition, and construction administration and ensure that associated project deliverables meet the project requirements and terms of consultant agreements. c. Monitor contract budgets, review and recommend approval of invoices, and coordinate / resolve budget issues on assigned contracts. d. Meet with the A&E consultant project manager to review work and ensure that the work meets the needs of the project. e. Develop cost and schedule forecasts to complete. Communicate progress with the City’s Project Manager and maintain project information. f. Employ project administration and project control techniques to ensure contracts are delivered within approved scope, schedule and budget. g. Monitor contract terms and identify the need to evaluate contracts for extensions or amendments. h. Draft staff reports for City Council and committee meetings. 4. Construction Management Contract Administration The City will separately solicit and award an agreement for construction phase support, whereby those construction management consultants will assign a Resident Engineer for each project where the City will Advertise, Award and Administer (AAA) the construction contract. The Consultant will assign a Contract Administrator to coordinate with construction management consultants and other engineering consultants performing design support during construction services. Typical tasks include but are not limited to: a. Assist with development of consultant scopes-of-work, plan and administer the consultant selection process, and assist with the negotiation of contract terms or construction management consultants. b. Asist with the development of the construction contract bid packages with the design and construction management consultants. c. Assist with the advertisement and award of construction contract. d. Coordinate with the construction management consultant in administering the construction contract. e. Attend meetings with construction contractors and other stakeholders. f. Foster a partnering relationship with the construction contractor, construction management consultant, and other stakeholders. g. Review and recommend approval of contractor progress payments. DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 h. Review and assist in the analysis of contractor schedules, claims and change orders. i. Ensure that the work is executed in accordance with encroachment permits, environmental permits, right-of-way agreements, cooperative agreements and other requirements of the City and regulatory agencies. j. Assist with Labor Compliance and other contract compliance reviews. k. Oversee and administer direct work of construction management consultant to ensure compliance of contractors with certifications and licenses; materials certification and testing; labor compliance and other contractual compliances. l. Execute construction close-out including resolving claims and development of as-built plans and other project records. 5. Project Oversight and Delivery Support Monitor and report on the various projects including federally funded projects. Typical tasks include but are not limited to the following: a. Coordinate with City staff to initiate projects and project phases and obtain appropriation of local funds, authorization and obligation of federal funds CALTRANS E-76 Waiting List or other actions to obtain approval to expend funds. b. Draft funding resolutions, memorandum of understanding and cooperative agreements. c. Coordinate with City staff to obtain project delivery and financial status, and assist proponents when possible, in resolving project issues. d. Maintain project delivery schedules for each project based on periodic updates from the City’s A&E consultants. e. Schedule projects for peer review consistent with City policies and assist in peer reviews of individual projects. f. Work with the City’s A&E consultants to expedite project delivery. g. Assist the City’s A&E consultants in moving from one phase of a project phase to a subsequent phase. h. Assist the City’s A&E consultants with respect to program requirements, federal aid (obligations, Request for Authorization (RFA) submittals, project reporting, etc.) and Caltrans local assistance processes, and other requirements from funding agencies for those funds programmed for the project. i. Review and recommend approval of invoices; and j. Ensure that projects are closed out in accordance with funding requirements. 6. Capital Program and Project Administration Support The Consultant is required to provide a range of miscellaneous support services to assist the City in delivering its program. Typical services include, but are not limited to the following: DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 a. Develop / maintain hard-copy and electronic project filing systems, perform document management, maintain electronic records, etc. b. Receive project invoices, perform quality control, and recommend approval or reject with revision. c. Develop / maintain project fact sheets and other project information. d. Develop and support public informational materials, media requests, miscellaneous presentations, etc. e. Coordinate and schedule meetings and events. 1.3 Potential Projects: The following is a sample of federally and state funded projects the Project Administrator will be assisting the City during the course of this agreement: Bridge Retrofit Projects Bridge Widening Projects Bridge Replacement Projects Transportation Projects such as Traffic Signals, Traffic Timing, Traffic Signal Safety Improvements, Intersection Modifications and Pedestrian Safety Projects Street Redesign and Reconstruction Project Congestion Mitigation and Air Quality Projects Active Transportation Projects Please note in order to avoid any conflicts of interest, the firm selected for this work will be prohibited from pursuing work under any future contracts for the City projects such as Architectural, Engineering, Construction Management or Construction during the term of this contract. 1.4 Schedule: Work will commence on issuance of individual task orders and the task orders will define the schedule for the work. 1.5 Compensation: Work will be authorized under individual task orders and will be compensated on an either a lump sum or cost-plus fixed fee basis utilizing the hourly rates, approved overhead and fee/profit included in the contract. Contract pricing in each task order shall include 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. There is no specific amount of work guaranteed as this is an on-call contract. DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 EXHIBIT “B” SCHEDULE OF COMPENSATION DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 EXHIBIT “C” EXECUTIVE ORDER N-6-22 CERTIFICATION DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 EXHIBIT “D” DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 5/8/2024 License # 0757776 (760) 360-4700 4251 (760) 360-0717 20443 NAI Consulting, Inc. 68955 Adelina Road Cathedral City, CA 92234 22292 A 2,000,000 X B 4017307305 2/28/2024 2/28/2025 300,000 10,000 2,000,000 4,000,000 4,000,000 BLKT ADDL INSUR Included 1,000,000A B 4017307305 2/28/2024 2/28/2025 B Professional Liab LH3890054614 11/1/2023 Each Claim 2,000,000 B Professional Liab.LH3890054614 11/1/2023 11/1/2025 Aggregate 4,000,000 The City of Palm Springs, its officials, employees and agents are named as additional insured as respect City of Palm Springs Contract No. 2024-01 for any and all work performed with the City. This insurance is primary and non contributory over any insurance the City may have as respects City of Palm Springs contract No. 2024-01 . 30 day notice of cancellation, 10 day for nonpayment of premium City of Palm Springs Attn: Engineering Services Department 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 NAICONS-01 TDELGADO HUB International Insurance Services Inc. 75030 Gerald Ford Drive Suite 201 Palm Desert, CA 92211 Tona Delgado tona.delgado@hubinternational.com Continental Casualty Company Hanover Insurance Company 11/1/2025 X X XX X X DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183 DocuSign Envelope ID: FF2CA22C-D3C9-41EA-91F5-4FA14E690183