HomeMy WebLinkAboutA6495 - FUNDING AGREEMENT FOR THE PALM SPRINGS ART MUSEUM PALM SPRINGS
ART MUSEUM
January 21, 2020
David H. Ready, PhD
City Manager's Office
City of Palm Springs
3200 E Tahquitz
Palm Springs, CA 92262
Dear David,
I hope this letter finds you well. We are thrilled by the city's continuing support of Palm Springs
Art Museum and excited by the progress being made on the Downtown Park— a truly wonderful
cultural corridor is beginning to take shape!
Per our conversation regarding the funding agreement, in section 1.6 we have handwritten the two
changes we discussed on Wednesday: a) Changing the number of provided seats at the Gala
from twelve (12) to ten (10) in line with our typical seating plan, and b) Removing the reference to
acknowledgement of the city's sponsorship from the MAC Newsletter given that the newsletter is
no longer produced.
Thank you again for the City's continuing partnership. Your investment in Palm Springs Art
Museum enables us to enrich the cultural life of the citizens of and visitors to Palm Springs. We,
as always, look forward to working with you.
Best wis s,
Sheri Broedlow
Chief Advancement Officer
PO Box 2310,101 Museum Drive,Palm Springs,CA 92263-2310 1 760-322-4800 1 info@psmuseum.org I psmuseum.org
FUNDING AGREEMENT
Palm Springs Art Museum
THIS FUNDING AGREEMENT ("Agreement') is made and entered into on
January 14, 2020, by and between the City of Palm Springs, a California charter city
and municipal corporation ("CITY"), and Palm Springs Art Museum, a California non-
profit corporation (RECIPIENT).
RECITALS
A. CITY and RECIPIENT are mutually interested in funding of programs and
services to the Palm Springs community.
B. RECIPIENT has agreed to provide such services to the Palm Springs
community pursuant to the terms of this Agreement.
C. Based on its experience and reputation, RECIPIENT is qualified to provide
the services and desires to provide such services.
D. City desires to support the services of RECIPIENT.
NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein, the parties hereto agree as follows:
AGREEMENT
1. SERVICES OF RECIPIENT
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, RECIPIENT agrees to provide services as generally described in Exhibit "A"
attached hereto and incorporated herein by this reference ("Services").
1.2 Compliance with Law. All services rendered under this Agreement shall
be provided in accordance with all applicable federal, state, and local laws, statutes and
ordinances and all lawful orders, rules, and regulations.
1.3 Licenses and Permits. RECIPIENT shall obtain at its sole cost and
expense such licenses, permits, and approvals as may be required by law for the
performance of the services required by this Agreement.
1.4 Promotional Literature. In the event RECIPIENT distributes promotional
literature advertising the Services, CITY shall be acknowledged as a sponsor of the
Services.
1.5 Volunteer Coordination. To the extent reasonable, if requested by City,
RECIPIENT agrees to notify its employees, members or volunteers of opportunities to
volunteer at City events.
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1.6 Seating at Annual Gala. RECIPIENT shall provide CITY with one table .
of preferred seating to the Palm Springs Art useum's 2020 Annual Gala; photograph
with the headlining talent; invitation for guests to attend VIP reception; prominent
acknowledgement of the City's sponsorship of the event in InSight magazine
r.�r.
2. TIME FOR COMPLETION
The time for completion of the services to be performed by Contractor is an
essential condition of this Agreement. Contractor shall prosecute regularly and
diligently the work of this Agreement according to the agreed upon schedule of
performance set forth in Exhibit "A." Contractor shall not be accountable for delays in
the progress of its work caused by any condition beyond its control and without the fault
or negligence of Contractor. Delays shall not entitle Contractor to any additional
compensation regardless of the party responsible for the delay.
3. COMPENSATION OF RECIPIENT
3.1 Compensation of Recipient. CITY agrees to provide RECIPIENT with
funding in an amount not to exceed fifty thousand dollars ($50,000) to be used for
providing the Services.
3.2 Method of Payment. CITY will provide RECIPIENT with funding within
thirty days (30 days) of execution of this agreement and upon receipt of invoice from
RECIPIENT.
3.3 Changes. In the event any change or changes to the Services is
requested by CITY, the parties hereto shall execute a written amendment to this
Agreement setting forth with particularity all terms of such amendment including, but not
limited to, any additional funding.
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
4.2 Schedule of Performance. RECIPIENT shall complete the Services no
later than June 30, 2020. Any remaining unused funds after June 30, 2020 shall be
returned to the CITY.
4.3 Force Maieure. The time for performance of services to be rendered
under this Agreement may be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of RECIPIENT, if
RECIPIENT notifies the Contract Officer within ten (10) days of the commencement of
such condition. Unforeseeable causes include, but are not limited to, acts of God or of
a public enemy, acts of the government, fires, earthquakes, floods, epidemic,
quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather.
After RECIPIENT 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
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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.
4.4 Term. Unless earlier terminated in accordance with Section 3.5 of this
Agreement, this Agreement shall continue in full force and effect for a period of twelve
months, commencing July 1, 2019 and ending on June 30, 2020, unless extended by
mutual written agreement of the parties.
4.5 Termination Prior to Expiration of Term. CITY reserves the right to
terminate this Agreement at any time, with or without cause, upon thirty (30) days
written notice to RECIPIENT. Where termination is due to the fault of 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, RECIPIENT shall immediately cease all services except such
as may be specifically approved by Contract Officer. RECIPIENT shall be entitled to
compensation for all services rendered prior to receipt of the notice of termination and
for any services authorized by the Contract Officer after such notice. RECIPIENT may
terminate this agreement, with or without cause, upon thirty (30) days written notice to
CITY.
5. COORDINATION OF WORK
5.1 Representative of Recipient. The following principal of RECIPIENT is
designated as being the principal and representative of RECIPIENT authorized to act
and make all decisions in its behalf with respect to the specified services and work:
Louis Grachos, JoAnn McGrath Executive Director/Chief Executive Officer, Palm
Springs Art Museum.
5.2 Contract Officer. The Contract Officer shall be the City Manager or
his/her designee ("Contract Officer"). Unless otherwise specified, any approval of CITY
shall mean the approval of the Contract Officer.
5.3 Prohibition Against Subcontracting or Assignment. RECIPIENT shall
not contract with any other individual or entity to perform any services required under
this Agreement without the CITY's express written approval. In addition; neither this
Agreement nor any interest may be assigned or transferred, voluntarily or by operation
of law, without the prior written approval of CITY.
5.4 Independent Contractor. Neither CITY nor any of its employees shall
have any control over the manner, mode, or means by which RECIPIENT, its agents or
employees, perform the services required, except as otherwise specified. RECIPIENT
shall perform all required services as an independent contractor of CITY and shall not
be an employee of CITY and shall remain at all times as to CITY a wholly independent
contractor with only such obligations as are consistent with that role; however, CITY
shall have the right to review RECIPIENT's work product, result, and advice.
RECIPIENT shall not at any time or in any manner represent that it or any of its agents
or employees are agents or employees of CITY.
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6. INSURANCE
Contractor shall procure and maintain, at its sole cost and expense, policies of
insurance as required by the City Attorney.
7. INDEMNIFICATION.
7.1 Indemnification. To the fullest extent permitted by law, RECIPIENT
shall defend (at RECIPIENT's sole cost and expense), indemnify, protect, and hold
harmless CITY, its elected officials, officers, employees, agents, and volunteers
(collectively the "Indemnified Parties"), from and against any and all liabilities, actions,
suits, claims, demands, losses, costs, judgments, arbitration awards, settlements,
damages, demands, orders, penalties, and expenses including legal costs and attorney
fees (collectively "Claims"), including but not limited to Claims arising from injuries to or
death of persons (RECIPIENT's employees included), for damage to property, including
property owned by City, from any violation of any federal, state, or local law or
ordinance, and from errors and omissions committed by RECIPIENT, its officers,
employees, representatives, and agents, that arise out of or relate to RECIPIENT's
performance under this Agreement. This indemnification clause excludes Claims arising
from the sole negligence or willful misconduct of the CITY, its elected officials, officers,
employees, agents, and volunteers. Under no circumstances shall the insurance
requirements and limits set forth in this Agreement be construed to limit RECIPIENT's
indemnification obligation or other liability under this Agreement. RECIPIENT's
indemnification obligation shall survive the expiration or earlier termination of this
Agreement until all actions against the Indemnified Parties for such matters indemnified
are fully and finally barred by the applicable statute of limitations or, if an action is timely
filed, until such action is final. This provision is intended for the benefit of third party
Indemnified Parties not otherwise a party to this Agreement.
8. RECORDS AND REPORTS
8.1 Reports. RECIPIENT shall prepare and submit to the Contract Officer a
report concerning the performance of the Services required by this Agreement within 30
days of completion of the Services or upon expiration of this Agreement, whichever
occurs first. The report shall include all promotional materials developed for the
Programming and additional media and related items pertaining to the programming.
8.2 Records. RECIPIENT shall keep such books and records as shall be
necessary to properly perform the services required by this Agreement and enable the
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 Cost Records. RECIPIENT shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence pertaining to costs
incurred while performing under this Agreement. RECIPIENT shall make such materials
available at its offices at all reasonable times during the term of this Agreement and for
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three (3) years from the date of final payment for inspection by City and copies shall be
promptly furnished to City upon request.
8.4 Financial Records. RECIPIENT shall provide to the City an Annual
Financial Report, including a balance sheet, income statement, and a description of the
RECIPIENT's operations prepared in compliance with generally accepted auditing
principles (GAAP) and certified by a licensed Certified Public Accountant no later than
eight (8) months following the close of RECIPIENT's fiscal year end on September 30,
2020 in addition to the Internal Revenue Form 990 to be filed within the same time
concerning the performance of the Services required by this Agreement within thirty (30)
days of completion of the Services or upon expiration of this Agreement, whichever
occurs first.
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 RECIPIENT. Any
waiver by either party of any default must be in writing. No such waiver shall be a
waiver of any other default concerning the same or any other provision of this
Agreement.
9.4 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies
of the parties are cumulative. The exercise by either party of one or more of such rights
or remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
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720599.1
9.5 Legal Action. In addition to any other rights or remedies, either party
may take legal action, in law or in equity, to cure, correct, or remedy any default, to
recover damages for any default, to compel specific performance of this Agreement, to
obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the
purposes of this Agreement.
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 RECIPIENT, or any successor-in-interest, in the
event of any default or breach by CITY or for any amount which may become due to the
RECIPIENT or its successor, or for breach of any obligation of the terms of this
Agreement.
10.2 Conflict of Interest. RECIPIENT acknowledges that no officer or
employee of the CITY has or shall have any direct or indirect financial interest in this
Agreement nor shall RECIPIENT enter into any agreement of any kind with any such
officer or employee during the term of this Agreement and for one year
thereafter. RECIPIENT warrants that RECIPIENT has not paid or given, and will not
pay or give, any third party any money or other consideration in exchange for obtaining
this Agreement.
10.3 Covenant Against Discrimination. In connection with its performance
under this Agreement, RECIPIENT shall not discriminate against any employee or
applicant for employment because of actual or perceived race, religion, color, sex, age,
marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural
or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender
expression, physical or mental disability, or medical condition (each a "prohibited
basis"). RECIPIENT shall ensure that applicants are employed, and that employees are
treated during their employment, without regard to any prohibited basis. As a condition
precedent to CITY's lawful capacity to enter this Agreement, and in executing this
Agreement, RECIPIENT certifies that its actions and omissions hereunder shall not
incorporate any discrimination arising from or related to any prohibited basis in any
RECIPIENT activity, including but not limited to the following: employment, upgrading,
demotion or transfer; recruitment or 'recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including
apprenticeship; and further, that RECIPIENT is in full compliance with the provisions of
Palm Springs Municipal Code Section 7.09.040, including without limitation the
provision of benefits, relating to non-discrimination in city contracting.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or
communication that either party desires, or is required to give to the other party or any
other person shall be in writing and either served personally or sent by pre-paid, first-
class mail to the address set forth below. Notice shall be deemed communicated
seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
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Either party may change its address by notifying the other party of the change of
address in writing.
To City: CITY OF PALM SPRINGS
David H. Ready, Esq., Ph.D., City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
(760) 322-8362
To Contractor: PALM SPRINGS ART MUSEUM
Louis Grachos, CEO
101 Museum Drive
Palm Springs, CA 92262
(760) 322-4849
11.2 Integrated Agreement. This Agreement contains all of the agreements of
the parties and supersedes all other written agreements.
11.3 Amendment. No amendments or other modifications of this Agreement
shall be binding unless through written agreement by all Parties.
11.4 Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable law. In the
event that any one or more of the phrases, sentences, clauses, paragraphs, or sections
contained in this Agreement shall be declared invalid or unenforceable by valid
judgment or decree of a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the remaining phrases, sentences, clauses,
paragraphs, or sections of this Agreement, which shall be interpreted to carry out the
intent of the parties.
11.5 Successors in Interest. This Agreement shall be binding upon and inure
to the benefit of the Parties' successors and assignees.
11.6 Third Party Beneficiary. Except as may be expressly provided for in this
Agreement, nothing contained in this Agreement is intended to confer, nor shall this
Agreement be construed as conferring, any rights, including, without limitation, any
rights as a third-party beneficiary or otherwise, upon any entity or person not a party to
this Agreement.
11.7 Recitals. The above-referenced Recitals are hereby incorporated into the
Agreement as though fully set forth in this Agreement and each Party acknowledges
and agrees that such Party is bound, for purposes of this Agreement, by the same.
11.8 Authority. The persons executing this Agreement on behalf of the Parties
warrant that they are duly authorized to execute this Agreement on behalf of Parties and
that by so executing this Agreement the Parties are formally bound to the provisions of
this Agreement.
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720599.1
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
dates stated below.
"CITY"
City of Palm Springs
I
Date:;
-" David H. Ready, PhD
City Manager
APPROVED AS TO FORM: ATTEST
By _; i By:
J ffrey S. Ballinger bony Me a
City Attorney City Clerk
"RECIPIENT"
Palm Springs Art Museum
Date:, / / Byt
a e _
'Title
Date: -t-1O
Narn -
Title
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720599.1
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
dates stated below.
"CITY"
City of Palm Springs
Date: By: See Ccun4ccpD& pa�
David H. Ready, ftD
City Manager
APPROVED AS TO FORM: ATTEST
By: c5e pas,-- By: Jse e cwnkc-i 24
Jeffrey S. Ballinger Anthony Mejia
City Attorney City Clerk
"RECIPIENT"
Palm Springs Art Museum
Date: I a-b I,-zo By
Name
/g A
Title
Date:
Na*
Title
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720599.1
EXHIBIT "A"
CONTRACTOR'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
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720599.1
EXHIBIT "A"
DESCRIPTION OF PROGRAMMING
Palm Springs Art Museum accepts funding in the amount of Fifty Thousand Dollars
($50,000) for the Programming described herein and located at RECIPIENT'S property
at 101 Museum Drive, Palm Springs, California, or as specified:
Free Thursday Evenings at the Palm Springs Art Museum
Free Thursday Evenings: RECIPIENT will provide CITY with prominent
acknowledgement of sponsorship at each Free Thursday Evenings event, and in
InSight magazine.
Annual Report
RECIPIENT will provide CITY with an Annual Report showing attendance at the Free
Thursday Evenings Program no later than sixty (60) days following the end of
RECIPIENT'S fiscal year (September 30).
Educational Programming Opportunities
RECIPIENT shall provide the CITY up to four (4) opportunities to provide free arts-
related education programming in conjunction with Free Thursday Evenings. Museum
staff, City staff and Public Arts Commissioners shall jointly direct the development
and/or modification of existing programs, as appropriate, for special education events.
Prior to the event, Museum shall assist with marketing via newsletters, press releases
and social media.
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1�1;C.cye ll.-LJL�r✓
PALM SPRINGS
ART MUSEUM
December 13, 2019
David H. Ready, Esq., Ph.D.
City Manager
Palm Springs City Hall
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Dear David,
On behalf of Executive Director/CEO Louis Grachos and the museum's Board of Trustees, we are
extremely grateful to the City of Palm Springs for sponsoring Free Thursday Evenings at the Palm
Springs Art Museum during our 2018-2019 fiscal year. This cultural and promotional museum-city
partnership continues to be a popular success, engaging local residents, tourists, and downtown
restaurants and retail businesses to advance the economic vitality of Palm Springs.
We are finding that free admission combined with compelling exhibition programming produces the
highest levels of museum attendance. This past season we had two extraordinarily successful
exhibitions: Unsettled: Global Aft on the New Frontier(October 27, 2018- April 30, 2019) and Brave
New WoHd, s:Explorations of Space (June 1 - December 15, 2019).
We continue to pursue community partners to develop new program offerings for Thursday evenings.
Upcoming programs range from short activations of the galleries and Arts Education Space to special
Annenberg Theater lectures featuring artists from current exhibitions. The museum has also increased
marketing and promotional efforts resulting in the.museum realizing a grand total Free Thursday
Evening attendance of 38,138—representing an average Thursday evening turnout of 7771 We are
pleased to provide you those details in the attached 2018-2019 fiscal year attendance report.
The museum's invoice for City of Palm Springs' sponsorship of Free Thursday Evenings for the 2019-
2020 Season is enclosed. We are extremely grateful for the City's continuing partnership and
investment in Palm Springs Art Museum that so enriches the cultural life of the whole Coachella Valley.
We look forward to continuing our work with you. Please feel free to contact me at (760) 322-4885 or
dhodges(oo psmuseum.oro with any questions you may have.
Sincerely,
David Hodges
Associate Director of Development
PO Box 2310,101 Museum Drive,Palm Springs,CA 92263-2310 1 760-3224800 1 info@psmuseum.org I psmuseum.org
Palm Springs Art Museum
Free Thursday Evenings Attendance
FY2018 - 2019
2018-2019 2018-2019
Year Week of Attendance Year Week of Attendance
Wk 1 10/04/18 681 Wk 32 06/09/19 519
Wk 2 10/11/18 648 Wk 33 05/16/19 680
Wk 3 10/18/18 520 Wk 34 05/23/19 632
Wk 4 10/25/18 596 Wk 35 05/30/19 393
Wks 11/01/18 642 Wk36 06/06/19 625
Wk 6 11/08/18 1013 Wk 37 06/13/19 509
Wk 7 11/15/18 834 Wk 38 06/20/19 570
Wk 8 11/22/18 closed Wk 39 06/27/19 498
Wk 9 11/29/18 718 Wk 40 07/04/19 416
Wk 10 12/06/18 512 Wk 41 07/11/19 574
Wk 11 12/13/18 1023 Wk 42 07/18/19 441
Wk 12 12/20/18 1046 Wk 43 07/25/19 743
Wk 13 12/27/18 2186 Wk 44 08/01/19 581
Wk 14 01/03/19 1498 Wk 45 08/08/19 482
Wk 15 01/10/19 1119 Wk 46 08/16/19 531
Wk 16 01/17/19 988 Wk 47, 08/22/19 429
Wk 17 01/24/19 1110 Wk 48 08/29/19 316
Wk 18 01/31/19 915 Wk 49 09/05/19 427
Wk 19 02/07/19 1169 Wk 50 09/12/19 380
WK20 02/14/19 174 Wk 51 09/19/19 464
Wk 21 02/21/19 1552 Wk 52 09/26/19 479
Wk 22 02/28/19 1412
Wk 23 03/07/19 1140 TOTAL: 39,636
Wk 24 03/14/19 1098
Wk 25 03/21/19 1369 50 Week Average AttendancelWeek: 777
Wk 26 03/28/19 1197
Wk 27 04/04/19 1002 FY2018-2019 Closed Days:
Wk 28 04/11/19 1 742 1 22-Nov Thanksgiving Holiday
Wk 29 04/18/19 776
Wk 30 04/26/19 762
Wk 31 06/02/19 505
EXHIBIT "B"
INSURANCE PROVISIONS
Including .
Verification of Coverage,
Sufficiency of Insurers,
Errors an&Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
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720599.1
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
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shall not contribute with it. For Workers' Compensation and Employer's Liability
Insurance only, the insurer shall waive all rights of subrogation and contribution it may
have against City, its elected officials, officers, employees, agents, and volunteers.
4. Errors and Omissions Coverage. If Errors & Omissions Insurance is
required, and if Contractor provides claims made professional liability insurance,
Contractor shall also agree in writing either (1) to purchase tail insurance in the amount
required by this Agreement to cover claims made within three years of the completion of
Contractor's services under this Agreement, or (2) to maintain professional liability
insurance coverage with the same carrier in the amount required by this Agreement for
at least three years after completion of Contractor's services under this Agreement.
Contractor shall also be required to provide evidence to City of the purchase of the
required tail insurance or continuation of the professional liability policy.
5. Sufficiency of Insurers. Insurance required in this Agreement shall be
provided by authorized insurers in good standing with the State of California. Coverage
shall be provided by insurers admitted in the State of California with an A.M. Best's Key
Rating of B++, Class VI I, or better, unless otherwise acceptable to the City.
6. Verification of Coverage. Contractor shall furnish City with both
certificates of insurance and endorsements, including additional insured endorsements,
effecting all of the coverages required by this Agreement. The certificates and
endorsements are to be signed by a person authorized by that insurer to bind coverage
on its behalf. All proof of insurance is to be received and approved by the City before
work commences. City reserves the right to require Contractor's insurers to provide
complete, certified copies of all required insurance policies at any time. Additional
insured endorsements are not required for Errors and Omissions and Workers'
Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General
and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an
acceptable Certificate of Liability Insurance Coverage with an approved Additional
Insured Endorsement with the following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees, and agents are named
as an additional insured..." ("as respects City of Palm Springs Contract No._" or "for
any and all work performed with the City"may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-
insurance the City may have..." ("as respects City of Palm Springs Contract No._" or
"for any and all work performed with the City" may be included in this statement).
3. "Should any of the above described policies be canceled before the
expiration date thereof, the issuing company will mail 30 days written notice to the
Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company, its
agents or representative" is not acceptable and must be crossed out.
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720599.1
4. Both the Workers' Compensation and Employers' Liability policies shall
contain the insurer's waiver of subrogation in favor of City, its 'elected officials, officers,
employees, agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named
the certificate holder on the policies.
All certificates of insurance and endorsements are to be received and approved by the
City before work commences. All certificates of insurance must be authorized by a
person with authority to bind coverage, whether that is the authorized agent/broker or
insurance underwriter. Failure to obtain the required documents prior to the
commencement of work shall not waive the Contractor's obligation to provide them.
7. Deductibles and Self-Insured Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the City prior to commencing
any work or services under this Agreement. At the option of the City, either (1) the
insurer shall reduce or eliminate such deductibles or self-insured retentions with respect
to the City, its elected officials, officers, employees, agents, and volunteers; or (2)
Contractor shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, and defense expenses. Certificates of Insurance
must include evidence of the amount of any deductible or self-insured retention under
the policy. Contractor guarantees payment of all deductibles and self-insured
retentions.
8. Severability of Interests (Separation of Insureds). This insurance
applies separately to each insured against whom claim is made or suit is brought except
with respect to the limits of the insurer's liability.
14 Revised:1/14/20
720599.1