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HomeMy WebLinkAbout24X406 - ADK Consulting, IncCONTRACT 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) Executive Recruitment Services ADK Consulting, Inc Douglas R Kuelpman doug@adkexecutivesearch.com Executive Recruitment Services-Deputy Director of Capital Development $25,660 12 months N/A Douglas R Kuelpman; doug@adkexecutivesearch.com Annell S Kuelpman; annell@adkexecutivesearch.com Human Resources x8215 N/A 24X406 N/A Yes Yes Yes Department No - Title 7: § 7.01.030 Exemptions to provisions of this title. (10) Specialized public employee recruitment services N/A N/A N/A 12/11/2024 Mickey Betancourt Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 1 of 17 CONTRACT SERVICES AGREEMENT 24X406 EXECUTIVE RECRUITMENT SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on December 1, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and ADK Consulting, Inc., a Florida corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a licensed and qualified firm to provide executive recruitment services for Deputy Director of Capital Development, (“Project”). B. Contractor has submitted to City a proposal to provide an executive recruitment for Deputy Director of Capital Development, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 2 of 17 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $25,660. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the schedule of fees set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 3 of 17 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one year, commencing on December 1, 2024, and ending on November 30, 2025, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 4 of 17 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Douglas R. Kuelpman, President/CEO. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 5 of 17 without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Douglas R. Kuelpman President/CEO 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 6 of 17 including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 7 of 17 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 8 of 17 any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 9 of 17 as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Douglas R. Kuelpman ADK Consulting, Inc. PO Box 330906 Atlantic Beach, FL 32233 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 10 of 17 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [SIGNATURES ON NEXT PAGE] Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 11 of 17 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND ADK 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: ATTEST: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 12/17/2024 12/17/2024 12/17/2024 Revised 12.21.23 Page 12 of 17 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 1 Proposal for Executive Search Services Planning and Engineering Deputy Director Palm Springs International Airport by ADK Consulting and Executive Search November 22, 2024 Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 2 Needs & Objectfves ................................................................................................................... 3 Executfve Summary ................................................................................................................... 4 ADK Executfve Leadership Team ............................................................................................... 5 Key Elements of Every Search.................................................................................................... 6 Work Scope ................................................................................................................................ 8 Compensatfon ........................................................................................................................... 13 FAQs ........................................................................................................................................... 15 Contact Informatfon .................................................................................................................. 17 TABLE OF CONTENTS Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 3 Proposal for Executive Search Services Planning and Engineering Deputy Director Palm Springs International Airport November 22, 2024 ADK Consultfng & Executfve Search (ADK) is pleased to offer its Full- Service and HR Assist executfve search services to Palm Springs Internatfonal Airport in response to a written request for an executfve search for a new Planning and Engineering Deputy Director. ADK Consulting & Executive Search Objectives The objectfve of our ADK Team is to assist in filling this positfon with the best talent and cultural fit available. We believe that working collaboratfvely and understanding your organizatfon, the positfon to be filled, and the needs of the airport are critfcal to finding the best fit candidates. Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 4 Executive Summary ADK is an industry leader in executive recruiting and organizational development. Our roots date back to our incorporation in 2003 in Jacksonville, FL. Our early success in identifying and providing outstanding leaders not only enhanced our clients’ organizations but made a positive impact on their communities and regions. Many of our executive placements are recognized as top leaders in the industry affecting policy, best practices and legislation on the national level. For more information, please see Introduction to ADK (link)... Our Expertise Is Finding Leaders Airport Expertise Today, ADK is considered the largest talent search firm in the U.S. airport industry, based on the total number of searches performed annually for airports. ADK has placed over 160 C-1 Level Airport Directors / CEOs / Executive Directors. We have worked with over 190 airports throughout the U.S. over the past 20 years providing senior and executive level recruitments, conducting organizational evaluations, and providing compensation studies. To date, we have successfully completed well over 500 senior executive level searches. Our body of work and reputation has allowed us to expand our outreach to work for many organizations affiliated with airports, aviation, cities, counties, and transportation in both the public and the private sector. The testimony for any search organization is the success and repeat business that has been achieved between them and their clients. Repeat clients account for over 80% of our projects since 2003. We are honored that we have performed multiple searches for many of our clients and are the “go to” firm for their ongoing HR solutions. ADK Team The ADK Team, with 25 professionals, has decades of experience in executive recruitment, business management, board experience, organizational leadership, and compensation studies, just to name a few. We have the knowledge and expertise to recruit the best fit executives for our clients and continually strive to exceed both client and candidate expectations. The ADK Team is fully committed to providing the highest level of service and results in the recruitment and development of your leadership team. Just ask any of our clients. Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 5 Doug Kuelpman President / Chief Executive Officer Doug is the founder and co-owner of ADK. He has over fifty years of experience in the aviatfon industry including nineteen years in the executfve recruitfng industry. In 2003, he started ADK Consultfng & Executfve Search, specializing exclusively in airports. Prior to startfng ADK, he was with UPS Airlines for eighteen years. As Vice President, he was a member of the initfal startup team for the airline. Doug holds a bachelor’s degree from the University of Washington, served as an engineering officer in the U.S. Navy, and is a licensed commercial pilot with commercial and instrument ratfngs. Annell Kuelpman Executive Vice President / Chief Operating Officer Annell is co-owner of ADK. She has over thirty years of recruitment experience and provides leadership for strategic planning initfatfves including innovatfve recruitment processes. Her early career and success in commercial real estate and consultfng business led to recruitfng, marketfng, training and business development for private companies and business development and coaching for individuals. Annell holds a bachelor’s degree from the University of Kentucky. Blake Astran, J.D. Vice President, Business Operations Blake has years of executfve recruitfng experience primarily focusing on public sector clients including aviatfon, transportatfon, and local governments. Prior to joining ADK, Blake practfced law in both the public and private sectors, with a concentratfon on criminal law. Most recently, Blake was a senior associate at Krauthamer & Associates, Inc. He received his bachelor’s degree from the University of Florida and Juris Doctorate from Barry University. Linda Frankl, A.A.E. Director, Senior Practice Leader Linda started her aviatfon career over thirty years ago in operatfons and security. For over twenty years, she worked for Columbus Regional Airport Authority leading senior departments in operatfons and strategy. Prior to joining ADK, she was Vice President, Strategy Management. While at Columbus, Linda partfcipated in the research and creatfon of ACRP’s Report 75, Airport Leadership Development Program now being utflized by many airports around the country. She holds a bachelor’s degree from Embry-Riddle Aeronautfcal University. ADK Team Approach Every search is assigned a team of professionals and is led by a Senior Project Manager with years of experience working at airports prior to joining ADK. All search managers have proven project management experience in recruitfng. Included on the team is an experienced assistant project manager, a SHRM certffied HR specialist, a sourcing strategy specialist, an advertfsing coordinator, and administratfve support staff. All members of the entfre ADK team have input to every search. See a complete list of our team bios at: Our ADK Team ADK Executive Leadership Team Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 6 Our focus is on top performers directfng our principal energy and attentfon to the candidates who show highest potentfal of a good match for this positfon. At ADK, we target and identffy top performing industry professionals who demonstrate a proven track record of success and best cultural fit for your organizatfon. ADK’s recruitment plan below can be tailored or amended to meet the Client’s needs and/or expectatfons. Communication: We strongly believe that communicatfon with our clients and candidates is essentfal to a successful search. Throughout the search, we communicate with our clients and candidates so that we all have the same shared expectatfons. Strategy Discussion: At the start of the search we schedule a “Strategy Discussion” that includes our client (Hiring Manager and/or Executfve Sponsor) and those associated with the search as well as our Project Manager and the ADK Team members that will work closely on the search. We will collectfvely determine the profile of what you are looking for in your new hire, discuss your expectatfons, express your prioritfes for the positfon, and define the exceptfonal qualitfes that you want to see in your new hire. ADK works with our clients to gain an understanding of their organizatfons and the community in which they live and work. This knowledge base contfnues to grow with every search. The informatfon we gather will help our team build their strategic approach for the search. With the development and postfng of a recruitment brochure, we will develop a firm tfmetable for the search. Direct Sourcing and Team Approach: Every search is touched by multfple members of our team working collaboratfvely on all of our searches. The Senior Project Manager and Project Team who are responsible for your search thoughtiully create a target list of known potentfal candidates and a list of organizatfons that will most likely provide the best fit candidates for the positfon. Our team has an incredibly large network in the industry and first-hand knowledge of key leaders and resources throughout the country. Our role is to make the opportunity known to passive candidates. Personal contact is critfcal to success in recruitfng these candidates. Unmatched Database: We have been developing a database of industry professionals since 2003. We electronically contact over 60,000 opt-in subscribers announcing our searches through our widely read e-newsletter. We believe our database is unmatched because we make a concerted effort to keep contact informatfon current and contfnually add new subscribers through our website and new applicants for our many C- level searches. Key Elements for Every Search Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 7 Our focus is on top performers… (Continued) Diversity, Equity, and Inclusion: We are committed to the advancement of the principles of diversity, equity and inclusion. We believe that the most diverse candidate pool starts with our own intentfonal, thoughtiul and targeted personal outreach which is an extremely important role and responsibility of our ADK Team. Our firm belief is that organizatfons that employ/promote people of different genders, ages, races, cultural backgrounds, languages and natfonal origins offer creatfvity, problem-solving, engagement, innovatfon, strategic thinking, better decisions and improved results. Our role and commitment to ourselves and to our clients is to promote an inclusive culture where every individual is valued, respected, and supported and everyone has the opportunity to achieve their potentfal. Internal Candidates and External Candidates: We are your partner in this search irrespectfve of the source of the candidates. Many of our searches include internal candidates and our client has the opportunity to see how their internal candidates compete on the natfonal level. If candidates are generated internally or if Client receives applicatfons/résumés directly, they should be referred to ADK to be included in the overall candidate pool. All candidates are assessed on their own merits. Applicant Tracking System (ATS): Candidates submit directly through our website to our secure online applicant tracking system, iCIMS, that is used by companies such as Amazon and Microsoft. At this location, candidates are requested to respond to initial screening questions that give us additional information about their background and qualifications related to the position that are not necessarily obvious in their résumé. Our screening process moves through various phases where our Project Manager advances the candidates to next steps including written responses to essay questions and self-directed video interviews explained in Phase 2 Screening. Top candidates and their screening materials are shared with our client through our dedicated Confidential Client Portal when Client wants to see them. Notification: ADK has an outstanding reputation for keeping candidates apprised of their status throughout the search process. After the search, those who seek guidance as to their possible shortcomings are given a courteous and professional response. Many candidates have expressed appreciation over the years for our thoughtful, helpful guidance. Key Elements for Every Search Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 8 Candidate Pool Development 1.0 Startup and Recruitment Handout Development ADK will assist Client in the review of the Job Descriptfon (JDs) and provide suggestfons as appropriate as part of the project startup strategy. Then we will develop a comprehensive and outstanding recruitment brochure that reflects on the positfon we are filling for Client. Other recommendatfons will be accepted as well and approved by Client. The brochure allows interested candidates to learn about the positfon. the company, and the requirements that establishes what is your ideal candidate. The approval of the recruitfng handout is the “official kick-off” of the search campaign 1.1 ADK Network and Direct Sourcing ADK retains staff who are specialists for a reason. We are widely known throughout the aviation industry, have personal knowledge of available talent, and know what the typical requirements are for the positions we are retained to help fill. We use our direct outreach process to actively recruit qualified and diverse candidates for this position. Many of the most talented candidates we have placed come from our direct sourcing and targeted outreach through personal and direct telephone contacts, our industry leading e-newsletter, and the multiple recruiting licenses we have on LinkedIn. We add additional recruiting platforms to our outreach that are specific to the type of position being filled. Our role is to make this position known to a wide universe of potential applicants and to cultivate an interest in the vacancy. The quality and diversity of the final list of candidates is totally dependent on the qualifications of the initial candidate pool; hence, the amount of time we spend on candidate pool development is critical to the success of our search process. 1.2 Marketing & Advertisement In additfon to the sourcing mentfoned in 1.1 above, we will post electronic recruitfng ads with organizatfons or other mediums utflizing the informatfon developed in our brochure. We also post the open positfon on our website and multfple tfmes through our e-newsletter list. Our intent is to capture passive candidates through our ADK e-Newsletter that is widely read , and through our team strategy and targeted approach. Work Scope Phase 1: Candidate Pool Development Applicable to both Full Service and HR Assist searches. Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 9 ADK uses a variety of tools to assesses all candidates, internal and external. Through our vetted and thorough screening phases, we assess background and skill sets, level of enthusiasm for the position, cultural and personality fit, reputation, and leadership style. We determine the closest match to background and experience that is relevant to the position. Level 1 Screening: 2.0 Job Specific Questionnaire: These questions are the first screening questions that are presented to the candidates at the time they apply. They are quick multiple choice questions that tell us whether the candidate meets the minimum qualifications for the position as developed with Client’s input. 2.1 Résumé Review: Résumés are reviewed by the Project Manager and the Assistant Project Manager. 2.2 Next Steps: Top candidates meeting the qualifications and expectations are moved to the next stage of ADK’s screening process. Work Scope Phase 2: Screening Applicable to both Full Service and HR Assist searches. Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 10 Level 2 Screening 2.3 Client’s Application (if required) If Client has a required application process, candidates will be notified via email and an included link that leads to the Client’s application that must be filled out to be considered for this position. Candidates will be notified that this application does not come to ADK. 2.4 Questionnaire Candidates who meet minimum qualifications will be asked to respond to essay questions at this point. These supplemental responses give us additional insight into the candidates, how they think, an example of their written communication skills, and more information than is typically found in a résumé. 2.5 Video Recordings We provide a video interview snippet to gain insight into a candidate’s presence and demeanor. 2.6 Review of Essay Questionnaires & Video Recordings The ADK Search Manager and associated team members review all Essay Questions and Recorded Video Interviews. 2.7 Conversations The Search Manager explores any areas that may need to be clarified through personal conversations with the top candidates. 2.8 Client Consultation Multiple conversations with Client are anticipated to insure our process and Client’s expectations are in sync. ADK provides a selective, well thought out, insightful and intelligent process for the Client. Candidate submittals and screening results are made available in real-time for easy viewing by Client through our Confidential Client Portal. Recommendations are made to Client for next steps in the client screening process. ADK understands that this is a very important and strategic move for the search process and for the Client. 2.9 Deliverables Client and ADK have agreed on candidates that will be moved forward to Level 3 Screening. NOTE: For an HR Assist search, at this point of the process, ADK has completed it ’s search and Client takes over with their normal HR processes that may include additional testing, interviews, reference checks, media checks, final interview logistics, and negotiations. ADK does not guarantee that Client will select a finalist for an HR Assist search. ADK is still due full payment if Client decides not to hire anyone for the position being filled under an HR Assist. Work Scope Phase 2: Screening Applicable to both Full Service and HR Assist searches. Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 13 ………………………………………………………………………………………………………………………………………………………………………………... The professional fee for an HR Assist Search performed under this contract is $25,660.00. Included: •Phase 1: Candidate Pool Development •Phase 2: Screening Level 1 •Phase 2: Screening Level 2 •Consultatfon and communicatfon with Client throughout Phase 2 •Consultatfon and recommendatfons for Short List after Phase 2 Installments for HR Assist Searches are: Installment 1: 40% of the professional fee upon recruitment brochure postfng. I nstallment 2: 40% of the professional fee 30 days after recruitment brochure postfng. Installment 3: 20% of the professional fee due upon contract completion plus any expenses, if applicable. See contract completion Page 15. This pricing structure is valid for 90 days from the date of this proposal. Optfonal add-on services are offered for additfonal fees if requested. Terms: Net 30 days. Late fees accrue on payments that are over 30 days late at 1.5% per month. Compensation Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 14 Additional Recruitments: Any additional staff placements by Client that occurs within 12 months of a placement whereby the candidate was identified in this specific recruitment process, shall incur an additional fee of $6,000.00 for HR Assist searches and $10,000.00 for full-service searches. Compensation Parameters: •We do not add any overhead fees to the fees described above. •This is not a contfngency search. ADK ’s fees are consistent with the standards of the retained search profession. •ADK is due full payment of the professional fee above regardless of the source of the candidate chosen by Client to fill the positfon. •Out-of-pocket expenses, as approved and requested by Client in writfng, for ADK travel, lodging, and search committee meetfng expenses are billed separately at cost. •There is no charge for video recordings. •We do not charge an additfonal fee for administratfve and clerical support, teleconferencing, office copies, and computer/telephone usage. •We do charge, at cost, for reproductfon, binding, and courier services if requested by Client. •All deliverables are provided to Client at no cost electronically. •Reimbursement of candidate travel expenses is the responsibility of Client . Compensation (Continued) Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 15 What does Contract Completion mean? Contract completion means a job offer has been communicated to and accepted by the selected finalist for a Full Service searc h. For an HR Assist search, ADK does not provide a guarantee that Client will select a finalist for this search. ADK is still due full payment if Client decides not to hire anyone for the position being filled under an HR Assist search. Client will be billed for an HR Assist search after Phase 2.9 is complete of this proposal on Page 10 . Do you have a Placement Guarantee? Yes, for Full-Service searches only. We stand behind our full-service searches with a powerful, but remarkably simple, guarantee. Should a candidate leave (except for health related issues) or be terminated for cause1 (with supporting documentation such as a termination letter) within the first year after they begin their new position, we will conduct another search to replace the individual at: •No charge if departure is within the first 4 months; •30% of the professional fee paid for the initial search within 5-8 months of start date; or •60% of the professional fee paid for the initial search within 9-12 months of start date. •Any travel related expenses approved by Client under the guarantee, would be additional. 1For cause: Generally considered as intentional acts of fraud, embezzlement, theft, or material violation of law that occurs within the course of employment; intentional damage to organization assets; intentional disclosure of organization confidential information; inten tional breach of organization policies; willful conduct injurious to the organization, monetary or otherwise; and/or willful breach of employe e’s obligations. Who will be my point of contact and the person responsible for my search? The Primary Search Manager for overall project oversight and direct responsibility for the search process will be designated, in writfng, at the tfme of a notfce to proceed on the contract is received. Doug Kuelpman, President & CEO, will be your contact for contractfng, financial relatfonships, and issues that may present themselves extending beyond the Project Manager level. Client has the right to approve any proposed p lacement or replacement of the Primary Search Manager upon request. FAQs Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 16 How long will it take to complete the contract? The postfng of the recruitment brochure is the “official kick-off” of the search for the tfmeline. The tfme to develop the brochure depends on how quickly the client furnishes the necessary informatfon. Once the brochure is posted, a firm tfmetable can be provided by ADK for the various phases of the Scope of Work. Variables to be considered for the search schedule include the type of search selected, the process for Cl ient to confirm and approve the recommended candidates, the establishment of the final interview dates, and the actual interview process itself. Holidays, vacatfons and conference schedules need to be considered as well. Relocatfon tfme for the selected candidate also needs to be considered. It is diffic ult to provide a firm tfmeline before we have the opportunity to discuss the various process items with our client. A typical tfmeline for our searches is: •HR Assist: 1.5 - 2 months from brochure postfng to completfon of Phase 2 - Screening Level 2.9. •Full Service: A typical tfmeline for our full-service searches is 3.0 - 3.5 months from brochure postfng to final list. Does not include Client time for selection, negotiations, or candidate relocation. When does the search “officially” begin? At the receipt of a Notice to Proceed (NTP). A typical NTP would be in the form of a Purchase Order referencing this proposal, a Task Order, a simple Professional Services Agreement (PSA) for execution (ADK has one client can use), or a PSA supplied by Client. Any of these w ill be our “Notice to Proceed”. What are best practices to attract and maintain a strong candidate pool? Understanding the desired ideal candidate background, level of enthusiasm and traits that fit the culture of the organization are key to develop thoughtful strategies for outreach to develop a strong candidate. Keeping candidates updated on their status on a timely basis is extremely important to maintain the candidate pool. Candidates appreciate being informed and treated with respect and not being left in the dark. They often have other options that we are not aware of and keeping them apprised helps them make better decisions and have a more positive attitude about ADK and our client. Our Clients’ reputations are as important as our own. FAQs Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A 17 Business Address: UPS or Federal Express Deliveries: Douglas R. Kuelpman Douglas R. Kuelpman ADK Consulting, Inc. ADK Consulting, Inc. PO Box 330906 802 Providence Island Ct. Atlantic Beach, FL 32233 Jacksonville, FL 32225 Douglas Kuelpman - President/CEO Phone: (904) 536-8102 Email: doug@adkexecutivesearch.com Annell Kuelpman - Chief Operating Officer/Chair Phone: (904) 536-8104 Email: annell@adkexecutivesearch.com Blake Astran, J.D. - Vice President, Business Operations Phone: (240) 338-4800 Email: blake@adkexecutivesearch.com Linda Frankl, A.A.E. - Director, Senior Practice Leader Phone: (614) 778-2527 Email: linda@adkexecutivesearch.com ADK Website: www.adkexecutivesearch.com Thank you for your consideration! We look forward to hearing from you. Company Address Contact Information Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 13 of 17 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 14 of 17 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: ______ required ___X__ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 15 of 17 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, 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 Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 16 of 17 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 Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Revised 12.21.23 Page 17 of 17 EXHIBIT “C” EXECUTIVE ORDER N-6-22 CERTIFICATION Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect. Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals. The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California. Signature: Printed Name: Title: Firm Name: ADK Consulting, Inc.________________________ Date: Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A Douglas R. Kuelpman President / CEO 12/17/2024 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$174.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:ADK Consulting, Inc. DBA: Owner:ADK Consulting, Inc. Mailing Address:PO Box 330906 ATLANTIC BEACH, FL 32233 License Number:OC-007871-2024 Expiration Date:12/31/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:337 BLAGDON CT, JACKSONVILLE, FL 32225 Business Description:consulting TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 December 11, 2024 City of Palm Springs 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262-6959 Account Information: Policy Holder Details :ADK CONSULTING, INC Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder.Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/11/2024 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 be endorsed.If SUBROGATIONIS 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). PRODUCER USAA INSURANCE AGENCY INC/PHS 65812845 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (888) 242-1430 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED ADK CONSULTING, INC PO BOX 330906 ATLANTIC BEACH FL 32233-0906 INSURER A : Hartford Casualty Insurance Company 29424 INSURER B : Hartford Fire and Its P&C Affiliates 00914 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: 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. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY) LIMITS A COMMERCIAL GENERAL LIABILITY X X 65 SBM PV4471 05/13/2024 05/13/2025 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$300,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: A AUTOMOBILE LIABILITY 65 SBM PV4471 05/13/2024 05/13/2025 COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS- MADE 65 SBM PV4471 05/13/2024 05/13/2025 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 DED X RETENTION $ 10,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A X 65 WEC AR5MY8 05/13/2024 05/13/2025 X PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 A EMPLOYMENT PRACTICES LIABILITY 65 SBM PV4471 05/13/2024 05/13/2025 Each Claim Limit Aggregate Limit $5,000 $5,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Palm Springs 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262-6959 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A ACORD 101 (2014/01)© 2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC# : ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY USAA INSURANCE AGENCY INC/PHS NAMED INSURED ADK CONSULTING, INC PO BOX 330906 ATLANTIC BEACH FL 32233-0906 POLICY NUMBER SEE ACORD 25 CARRIER SEE ACORD 25 NAIC CODE EFFECTIVE DATE:SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER:ACORD 25 FORM TITLE:CERTIFICATE OF LIABILITY INSURANCE Notice of Cancellation will be provided in accordance with Form SS1224, attached to this policy. Certificate holder is an additional insured per the Business Liability Coverage Form SS0008, attached to this policy. The City of Palm Springs, its elected officials, officers, employees, agents, and volunteers are named additional insureds by original endorsement for any and all work performed with the City. This insurance is primary and non-contributory over any insurance or self-insurance the City may have. Waiver of Subrogation applies in favor of the Certificate Holder per the Business Liability Coverage Form SS0008, attached to this policy. Blanket Waiver of Subrogation applies in favor of the Certificate Holder per the Waiver of Our Right to Recover from Others Endorsement WC040306, attached to this policy. Docusign Envelope ID: 25BA717C-A3D9-4CD4-9F09-6CB6979BE62A