HomeMy WebLinkAboutA7089 - 15000 INCORPORATED - CANNABIS ORDOR CONTROL CONSULTANTAMENDMENT NO. 3 TO CONTRACT SERVICES AGREEMENT
BETWEEN THE CITY PALM SPRINGS AND 15,000 INC
(Agreement No. A7089)
1. Parties and Date.
This Amendment No. 3 to the Contract Services Agreement No. A7089 for
professional services with 15,000 Inc. is made and entered into as of this 'day of
NOVEMbe 2, 2021, by and between the City of Palm Springs ("City") and 15,000 Inc., a
California Corporation with its principal place of business at 6085 State Farm Drive, #130
Rohnert Park, California 94928 ("Contractor'). City and Contractor are sometimes
individually referred to as "Party" and collectively as "Parties."
2. Recitals.
2.1 Agreement. The City and Contractor have entered into an agreement entitled
"Contract Services Agreement" dated April 3, 2019 ("Agreement" or "Contract") for the
purpose of retaining the services of Contractor to provide services arising from and related
to the City's odor control compliance and regulation.
2.2 Amendment 1. The City and Contractor amended the contracting services
agreement on October 2, 2019 (Amendment 1) to allow for the continued services of
Contractor in the amount not -to -exceed $75,000.
2.3 Amendment 2. The City and Contractor amended the contracting services
agreement on June 15, 2020 (Amendment 2) to allow for the continued services of
Contractor in the amount not -to -exceed $125,000.
2.4 Amendment 3. The City and Contractor desire to amend the Agreement to
establish the City's odor mitigation procedures and enforcement establishing certification
and inspection protocol, training City staff and enforcement/penalty protocol to allow for the
additional services of Contractor in the amount not -to -exceed $150,000.
2.3 Amendment Authority. This Amendment No. 3 is authorized pursuant to
Section 3.3 B of the Agreement.
3. Terms.
3.1 1.1 Scope of Services. Section 1.1 of the Agreement is hereby amended to
read as follows:
INSERT NO. 1 In compliance with all terms and conditions
of this Agreement, Contractor shall provide
Services to the City as described as in the
Scope of ServicesMlork attached to this
Page L of 4
55575 18165':42972i i87 1
Revised: May 2020
Agreement as Exhibit "B", and incorporated
by reference (the "services" or "work").
Exhibit "B" includes the agreed upon
schedule of performance and the schedule
of fees. Contractor warrants that all services
and work shall be performed in a competent,
professional, and satisfactory manner
consistent with the prevailing industry
standards. 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. These services are
in addition to all services incorporated by
reference in Exhibit "A".
Compensation of Contractor. Section 3.1 of the Agreement is hereby
amended to read as follows:
INSERT NO. 2 Contractor shall be compensated for the
services rendered and reimbursed for costs
and expenses under this Agreement in
accordance with the schedule of fees set
forth in Exhibit "B". This compensation is in
addition to all services incorporated by
reference in Exhibit "A".
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No.
3, all other provisions of the Agreement remain in full force and effect and shall govern the
actions of the parties under this Amendment No. 3. From and after the date of this
Amendment No. 3, whenever the term "Agreement" or "Contract' appears in the
Agreement, it shall mean the Agreement as amended by this Amendment No. 3.
3.3 Ade uate Consideration. The Parties hereto irrevocably stipulate and agree
that they have each received adequate and independent consideration for the performance
of the obligations they have undertaken pursuant to this Amendment No. 3.
3.4 Severability. If any portion of this Amendment No. 3 is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5 Counterparts. This Amendment No. 3 may be executed in duplicate originals,
each of which is deemed to be an original, but when taken together shall constitute but one
and the same instrument.
Page 2 of 4
Revised: May 2020
55575 1816502972087.1
SIGNATURE PAGE FOR AMENDMENT NO.3 TO
CONTRACT SERVICES AGREEMENT
BETWEEN THE CITY PALM SPRINGS AND 15,000 INC
(Agreement No. A7089)
IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 3 to
the Contract Services for professional services arising from and related to the City's
cannabis odor control compliance and regulation agreement as of the day and year first
above written.
CITY OF PALM SPRINGS
Approved By:
JustinTlifton V
City Manager
l k
Date
Approved as to Form:
I
Jeffr6y SAailinrer
City Attorney
APPROVED BY CITY COUNCIL:
Date 1.,16 I 'Agreement No. Al 0
15,000 Inc.
Signature
Justin (Jay) Michael Takacs,
CEO, 15,000 Inc.
Knat6h-J
.,gv- y
Matthew Jared Torre,
Vice President, 15,000 Inc.
Corporations require two notarized
signatures. One signature must be from
Chairman of Board, President, or any
Vice President. The second signature
must be from the Secretary, Assistant
Secretary, Treasurer, Assistant
Treasurer, or Chief Financial Officer.
Page 3 of 4
Revised: May 2020
55575.18165W972087 1
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached,
and not the truthfulness, accuracy, or validity of that document.
State of California }
County of...�+v�rS,�� }
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who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
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ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM
This form complies wish current California statutes regarding notary wording and,
DESCRIPTION OF THE ATTACHED DOCUMENT if needed. should be completed and attached to the document. Acknowledgments
from other stales may be completed for documents being sent to that state so long
as the wording does not require the California notary to violate California notary
lair.
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signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which
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Number of Pages Document Date commission followed by a comma and then your title (notary public).
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Impression must not cover text or lines. If seal impression smudges, re -seal if a
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❑ Partner(s) • Signature of the notary public must match the signature on file with the office of
the county clerk.
❑ Attorney -in -Fact Additional information is not required but could help to ensure this
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Sonoma )
On 10/07/2021
before me, Steven M Krikac, Notary Public
(insert name and title of the officer)
personally aoaeared a ! C) //c
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by hislher/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
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Page 4 of 4
Revised: May 2020
55575 181 W32472087.1
EXHIBIT "A"
6085 state farm dr. #130
rohnert park, ca 94928
phone: 707,577,0363
fax:707.577.0364
July 1, 2021 Agreement for Professional Services
City of Palm Springs
425 North Civic Drive
Palm Springs, CA 92262
SUMMARY OF PROJECT
Odor Mitigation: Certification, Inspection, Training & Enforcement
City of Palm Springs I California
15000 Inc. is pleased to offer our proposal for the consulting services for the above -mentioned project.
In response to community concerns regarding the excessive discharge of cannabis odors within the Palm
Springs community, the City enacted Resolution 2019-02 in late 2019 requiring Applicants to adhere to
enhanced odor control strategies in an effort to mitigate the odorous discharge from cannabis projects.
The updated resolution required an enhanced odor mitigation strategy that includes several administrative
and physical proofs to ensure proper airflow within and out of each building. The intent of the resolution
is to measure and track odorous air, collect the air within a central location, treat with activated carbon and
dilute at discharge at a 7:1 ratio of odor -free ambient air and interior (treated) odorous air.
With the development of the new standards, the City of Palm Springs has required verification and
certification of the revised odor mitigation process to verify Applicants adhere to the regulations during
design, comply with the design during installation, provide physical "proofs" that the system is installed as
intended, functions as a whole and complete `odor mitigation system", and remains in good standing with
the community and the certification agency.
Err: Executed Agreement for Professiona! Services.
Appendices A through B as listed above.
CERTIFICATION & INSPECTION
The Inspection & Certification process is generally a two -track compliance process, administrative and
physical reviews and inspections.
The administrative review includes multiple tasks: authoring inspection guidelines, inspection schedules,
system performance criteria, training, building plan review, and adhering to a certification procedure that
demonstrates building compliance to the city and its residents.
The physical inspection is two -fold; installation verification of required odor mitigation system components
as mandated by the approved OCP and functional testing of the approved odor mitigation systems.
Inspection/Certification efforts are proposed to occur at the following project intervals:
• Prior to gaining beneficial occupancy (administrative & physical}
• 3-months post -occupancy (administrative)
• 5-months post -occupancy (administrative)
• 12-months post -occupancy (administrative & physical)
• Each subsequent 24-month period (administrative)
The City of Palm Springs requires cannabis applicants to demonstrate compliance to the City's published
Odor Mitigation Requirements (OMR, https:l/www.l)almsgrinasca.Qov/home/showdocument?id=72334)
and provide a response in the form of the Applicant's own Odor Control Plan (OCP) to detail how the
applicant intends to comply with the requirements as mandated by the City of Palm Springs.
Inspection & Certification services are to be authored and detailed for the following increments and include
the following activities:
STEP 0 PREREQUISITE ACTIVITIES (PA)
Administrative
Applicant shall be required to attain approval from all required and impacted government agencies
relating to cannabis activities within the jurisdiction including, but not limited to; odor control plan
approval, conditional use permit approval, and state -licensing for the specific cannabis activities listed
on the application.
Submitted:
To:
Approval:
Submitted:
To:
Approval:
Notes:
O
' O.C.,fr
Odor Control Plan (OCP)
Planning Commission, City of Palm Springs
Conditional Use Permit
Odor Control Plan (OCP)
American Council of Odor Mitigation
Odor Control Plan Certificate, #4 (Registration)
This phase of the certification process would require the Applicant to submit the project OCP to the
City of Palm Springs and a third -party certification agency for approval. This begins the pathway of
inspection and compliance for each project and Applicant.
E.,t. Executed Agreement for Professiona Services.
Append ces A through B as listed above.
STEP 1 BUILDING MITIGATION PERMIT (BMP)
Administrative
Applicant shall be required to submit building construction documents for Building Department review
and approval in accordance with existing regulations detailing the Odor Mitigation System design. In
addition to the base building department package (HVAC documents required), applicant shall submit
Commissioning Plan (CxP) and Testing, Adjusting and Balancing Plan (TABp) plan in accordance with City
of Palm Springs Odor Mitigation Regulation #2019-02 & CalGreen Tier 1 & 2 for review and approval
(minimum square footage requirements do notapply,100% of cannabis projects areto be provided with
CxP and TABp in compliance with approved OCP).
Submitted:
Odor Mitigation System Design (HVAC plans)
To:
Building Department, City of Palm Springs
Approval:
Building Permit
Submitted:
Odor Mitigation System Design (HVAC plans)
To:
American Council of Odor Mitigation
Approval:
Odor Control Certification #3 (OCC#3)
Submitted:
Commissioning Plan (CxP)
To:
Building Department, City of Palm Springs
Approval:
Building Permit
Submitted:
Commissioning Plan (CxP)
To:
American Council of Odor Mitigation
Approval:
Odor Control Certification #3 (OCC#3)
Submitted:
Testing, Adjusting & Balancing Plan (TABp)
To:
Building Department, City of Palm Springs
Approval:
Building Permit
Submitted:
Testing, Adjusting & Balancing Plan (TABp)
To:
American Council of Odor Mitigation
Approval:
Odor Control Certificate #3
Notes:
This phase of the certification process would require the Applicant to submit their OCP to the City and
a third -party certification agency for approval. This begins the pathway of inspection and compliance
for each project and Applicant. Upon approval from ACOM or approved equal, Applicant shall be
provided with the following qualifying hazard classification for display in a conspicuous exterior
location.
E nc: Executed Agreement for Professional Services.
Appendices Athrough 8 as listed above
STEP 2 OCCUPANCY MITIGATION PERMIT (OMP)
Administrative & Physical
Prior to obtaining beneficial occupancy, Applicant shall provide for the testing and inspection of odor
mitigation strategies and systems deployed in accordance with approved OMR/OCP and submit results
to the City of Palm Springs and the American Council on Odor Mitigation, or equal, for review and
approval.
Odor mitigation systems shall be independently inspected and tested for performance by a certified
ACOM odor mitigation inspector in accordance with the published OCP, TAB report, commissioning plan
(CxP), and ACOM requirements as detailed on the documents.
Upon approval from ACOM and acceptance of the Inspector's report, ACOM shall issue Odor Control
Certification #1(OCC#1) hazard classification (to be displayed in a conspicuous exterior location) for use
during this time demonstrating compliance and functionality of designed odor mitigation systems.
Action:
Odor Mitigation System Commissioning (Cx)
By:
AABC Certified Commissioning Agent (CxA)
Submit:
Commissioning Report (CxR)
To:
American Council on Odor Mitigation
Action:
Testing, Adjusting & Balancing (TAB)
By:
California Licensed D-62 TAB Contractor
Submit:
Testing, Adjusting & Balancing Report (TABr)
To:
American Council on Odor Mitigation
Action:
Odor Mitigation System verification
By:
ACOM Certified Inspector
Submit:
Certified Inspectors Report
To:
City of Palm Springs
Submitted:
Filter Replacement Schedule
To:
American Council of Odor Mitigation
Notes: This phase of the certification process provides for the physical installation, testing, and certification
of the odor mitigation system. Final certified report to be delivered to the City of palm Springs by
ACOM upon approval. Upon approval, the following hazard classification shall be displayed in a
conspicuous exterior location indicating first -year certification of odor mitigation systems.
E nc: Executed Agreement for Professional Services.
Appendices A through 0 as I'sted above.
STEP 3 3-MONTH CERTIFICATION WAIVER
Administrative
After 3-months of occupancy, a 3-month waiver shall be applied for by the Applicant and granted upon
confirmation of several administrative controls including, but not limited to, a 3-month period of no
nuisance complaints, submittal of filter replacement, and administrative review.
Submitted: Filter Replacement Schedule
To: American Council of Odor Mitigation
Submitted: Complaint Verification Form
To: American Council of Odor Mitigation
By: City of Palm Springs
Notes: This phase of the certification process documents the approved filter replacement schedule has been
occurring at regular intervals. Upon approval, Applicant may continue to display the one-year
certification hazard classification.
STEP 4 6-MONTH INSPECTION WAIVER
Administrative
After 6-months of occupancy, a 6-month waiver shall be applied for by the Applicant and granted upon
confirmation of several administrative controls including, but not limited to, an additional 6-month
period of no nuisance complaints, submittal of filter replacement, and administrative review.
Submitted: Filter Replacement Schedule
To: American Council of Odor Mitigation
Submitted: Complaint Verification Form
To: American Council of Odor Mitigation
By: City of Palm Springs
Notes: This phase of the certification process documents the approved fl ter replacement schedule has been
Occurring at regufa F ;ntervals. Upon approval of six months of operation, Applicant may display the
certification hazard classification.
€ nc: Executed Agreement for Professional Services.
Appendices A through B as listed above.
STEP 5 12-MONTH CERTIFICATION RENWAL
Administrative
After 12-months of occupancy, a 12-month waiver shall be applied for by the Applicant and granted
upon confirmation of several administrative controls including, but not limited to, an additional 12-
month period of no nuisance complaints, submitta: of filter replacement, and administrative review.
Submitted: Filter Replacement Schedule
To: American Council of Odor Mit'gation
Submitted: Complaint Verification Form
To: American Council of Odor Mitigation
By: City of Palm Spr,*ngs
Notes: This phase of the certification process documents the approved Ater replacement schedule has been
occurrng at regular intervals. Upon approval of 12 months of operation, Applicant may continue to
display the certification hazard classification.
1
0 0.
O.C. f
STEP 6 2-YEAR RENEWAL
Applicant shall be required to renew the odor mitigation system certification every two -years.
Applicants who maintain projects in good standing with the California Bureau of Cannabis Control, the
City of Palm Springs, and ACOM, and receive approval shall receive a 2-year renewal. Recertification
shall include administrative review of project and processing of application and certification documents.
Submitted: Filter Replacement Schedule
To: American Council of Odor Mitigation
Submitted: Complaint Verification Form
To: American Council of Odor Mitigation
By: City of Palm Springs
Notes: This phase of the certification process documents the approved filter replacement schedule has been
occurring at regular irtervah. Upon approval of 11 months of operation, Applicant may continue to
display the certification hazard classif-canon.
E nc: Executed Agreement for Professiona Services.
Appendices A through 8 as i fisted above
TRAINING
The intent of the odor mitigating certification, training and enforcement protocols is to provide the City of
Palm Springs assurances that Applicants have designed and constructed their buildings in compliance with
existing codes and minimum construction standards as established by the city to mitigate the release of
objectionable cannabis odors.
Prior to publication of newly adopted certification standards, the City of Palm Springs and its staff shall be
enrolled in ACOM's certification program to identify and evaluate all the components of the odor mitigation
requirements established by the City of Palm Springs. The training shall cover the essential components of
an odor mitigation system, their uses, their efficacy and "in the field" training on the integration of the odor
mitigation system generally used to comply with the regulations.
Curriculum for training shall include, but not be limited to the following and shall include a Q&A after every
section:
• Overview of cannabis law and license types within California.
• Review of available technologies for odor detection and measurement.
• Review of Odor Mitigation Requirements as established by the City.
• Review of typical Applicant Odor Control Plan and its sections.
• Review of CalGreen Tier 1 & 2 requirements.
• Testing, Adjusting and Balancing: plan, effort, and report.
• Commissioning: plan, effort, and report.
• Review of typical Odor Mitigation System plan and its components.
• Review of engineering checks of OMS plan and its components.
• "in the field" review of existing OMS at approved facility with component descriptions.
• Issuance of ACOM certificates to those that complete classroom and "in the field" training.
ENFORCEMENT
The City of Palm Springs maintains an existing enforcement/penalty procedure and policies for Applicants
who fail to adhere to the odor mitigation requirements herein. No changes are proposed to the existing
guidelines used by the city to enforce violations. Enforcement of violations and the application of potential
penalties are the purview of the City of Palm Springs, and no enforcement scope of work is included herein.
EXCLUSIONS
Scope of work not included in the preceding sections are not included within 15000 Inc.'s contractual
obligation and are not part of the project. The following exclusions and assumptions apply and will be
invoiced as an additional service:
• Reviews, comments, and approvals for odor mitigation systems and their efficacy on a case -by -
case basis is not included as a part of this proposal. Each project shall be independently reviewed
by the City of Palm Springs and the American Council on Odor Mitigation (ACOM) in accordance
with the steps contained herein.
• Reimbursable expenses such as travel, mileage and reproduction are not included and will be
invoiced as additional services per attached TOS,
r n[: Executed Agreement for Professional Services.
Appendices A through 8 as listed above
• Review of permit application documents for compliance to building codes for odor mitigation
and/or general plan review.
COMPENSATION
The fee for services listed herein shall be a lump sum of $22,000.00 and is to be paid based upon a
percentage of work completed, billed monthly per standard project phases and Terms & Conditions. Rates
do not include reimbursable expenses including, but not limited to travel and per diem.
Inspection/Certification $13,500.00
Establish City guidelines for odor mitigation
enforcement procedures. Author certification
guidelines for Applicants and proposed Inspectors.
Training $8,500.00
Provide for one -day in -classroom and "in the field"
training for City employees to become Certified Odor
Mitigation inspectors through ACOM (includes
enrollment and certification of a maximum if 20
attendees).
Enforcement NA
Warnings, violations, and penalties are the purview of
the City of Palm Springs and not included as a part of
this proposal.
Total $22,000.00
This proposal includes the scope of work for establishing the certification and inspection
procedures for cannabis odor control for the City of Palm Springs. It does not include cannabis
Applicant costs, fees, or services required for compliance to the Odor Mitigation Requirements
as established by the city.
Inspection & Certification services are to be determined at time of Applicant's submittal to the
City of Palm Springs and the review by the American Council on Odor Mitigation. Applicant
expenses shall be incurred at time of review/submittal on a per -project basis for each STEP. The
following are the projected rates for a 10,000 square foot cultivation facility located within the
Cannabis Green Overlay Zone (actual rates may vary and do not include commissioning or
balancing services).
STEP 0
$500.00
Review of GCP by Cops & Registration of odor
mi',igation project *through ACOM Iss. r: hazard
class firanon sticker.
STEP 1
$1,500.00
Review of Odor Mitigation System, C%P and FABIP by
COPS and ACOM. Issue hazard cl,),Vfic tlon giiker
STEP 2
$1,500.00
IriS'oe-dion of facility by ACON', Ce;t field Iri,puctor.
review of CrR and TABr by ACOR": Isst a Lazard
cli5slfication sticker
STEP 3
$250,00
Review of FR5 and request. of C`•: i= frons COPS b,, AC(,Nl
Issuance of 3-month wavier. lssue ha?arrl class'rf!rr+tio;t
;ticker.
Enc: Executed Agreement for Professional Services.
Appendices A through B as listed above.
STEP 4 $250,00
Review of FRS and recfuest of CVF from COPS by ACOM.
355trauce of 6-mouth wavier. hwe hazard ellas5ificonon
sticker.
STEP 5 $250.00
Review of FR5 and request, of C:VF from COPS by ACCIM.
issuance of 12-month .vavier.
STEP 6 $250.00
€i _vk,vw of FRS and request w CVF frum COPS by ACOM
lswan::e of 2 rear wavier.
SIGNATORIES & INSURANCE
15000 Inc. maintains the following insurance policies:
• Workers compensation insurance as legally required by the State of California.
A mechanical engineer licensed in the State of California will directly supervise all design services. This
Proposal is valid for 30 days from the date of this Proposal.
Section 5536.22 and 6749 of the Business and Professions Code requires architects and engineers to
execute a written contract when providing professional services to a client. In order to comply with the law,
it shall be required that an agreement be executed prior to any services being provided. Once mutually
agreed upon and executed we shall schedule our resources to begin work.
Thank you very much for considering our firm regarding this project, if you have any questions regarding
the scope of work as listed herein or the terms of the agreement, please contact us. If scope and terms are
agreeable, please return a signed copy of this proposal to our offices which will represent our formal
authorization to proceed.
150001nc.
Client Signature & Title
July 6, 2021
Date
Date
Please note that our definitions of scope and proposed fee are proprietary information and are transmitted in
confidence. Proposal is valid for 30 days from date of issue without amendments. Proposal is void after 30 days.
Enc: Executed Agreement for Professional Services.
Appendices A through B as listed above 10
EXHIBIT "A"
6085 state farm dr. #130
rohnert park, ca 94928
phone: 707.577.0363
fax: 707.577.0364
HOURLY RATES & REIMBURSABLE EXPENSES FOR 2020
(E1) Principal Mechanical Engineering:
$210.00 / Hour
(131) Senior Mechanical Design:
$180.00 / Hour
(D2) Mechanical Design:
$170.00 / Hour
(CX) Commissioning Services:
$160.00 / Hour
(CG) CalGreen Special Inspector Activities:
$150.00 / Hour
(EA) Energy Analysis:
$140.00 / Hour
(3D) Building Information Modeling:
$130.00 / Hour
(DR) Computer Aided Drafting:
$120.00 / Hour
Work performed on an hourly basis will be billed as noted above. Reimbursable expenses associated with all
work will be billed as follows;
Mileage:
$0.57 J Mile
Large Scale Plotting (24"06"):
$3.00 / Sheet
Large Scale Plotting (30"02"):
$4.00 / Sheet
Sub -Consultants:
Cost +10%
Shipping:
Cost+S%
All other expenses:
Cost +5%
r nc: Executed Agreement for Professional Services.
Appendices A through 0 as listed above.
Fit
6085 state farm dr. #130
rohnert park, ca 94928
phone: 707.577.0363
fax: 707.577.0364
TERMS & CONDITIONS to AGREEMENT FOR PROFESSIONAL SERVICES
PAYMENT SCHEDULE: Invoices and reimbursable expenses will be remitted as work is completed and are due upon receipt.
Invoices shall be considered past due if not paid within 15 days after invoice date. Upon default of payment, 15000 Inc. may,
without waving any claim or right against client, and without liability to the client, terminate services. Client will incur a service
charge of 2% per month of all outstanding project invoices until past due principal is paid in full. In the event any portion of an
account remains unpaid 90 days after invoice, the client will be liable for any and all costs associated with the collection of fees as
necessary, including reasonable attorney's fees, court costs and all related costs. All late payments made from client to 15000 Inc.
will be first applied in order to; interest charges, legal fees and principal.
REIMBURSABLE EXPENSES: Expenses not related to standard contract labor charges that are directly attributed to professional
services are invoiced at our cost plus 5% unless provided with a specific cost herein. Reimbursable expenses include, but are not
limited to; 1) Overnight and special delivery costs, 2) Sub -consultants hired by 15000 Inc. with the expressed written authorization
from client, 3) any and all work, fees, expenses and costs not specifically listed within proposal, and 4) drawing and printing
reproduction billed at the following rates;
• 24"x36" $3.00 per sheet
• 42"x30" $4.00 per sheet
• Mileage: $0.56 / per mile
ADDITIONAL SERVICES: Services rendered by 15000 Inc. for client, provided with expressed written authorization that are not part
of the original proposal are to be rendered as extra services and are subjected to the terms and conditions herein.
INDEMNIFICATION: To the fullest extent permitted by law, the client shall indemnify and hold harmless, 15000 Inc., from any and
all actions, causes of action, damages, claims, costs, demands and expenses including attorney's fees that result from injuries to
and/or deaths to any and all persons, including but not limited to, 150DO Inc. and its employees, arising out of or connection in any
manner with the performance or purported performance of the construction work specified or referenced in this agreement; and
for any and all destruction, including loss of use of any property, arising out of or in connection with the work specified or
referenced in this agreement, except when such actions, causes of actions, damages, claims, costs, demand and expenses including
attorney's fees are due to the sole active negligence of 15000 Inc.
SUSPENSION OF SERVICES: If the client fails to make payments when due or otherwise is in breach of this agreement or any other
agreements client has made with 15000 Inc., 15000 Inc. may suspend performance of all services entailed by these agreements
upon five (5) calendar days' notice to the client. In such instances, 15000 Inc. shall have no liability whatsoever to the client for
any costs or damages as a result of such suspension caused by a breach of the agreements(s) by the client. In such instances,
15000 Inc. shall also have the right, at its sole discretion, to apply any payments under any one agreement, to the balance owed
under any of the agreements between parties. Notwithstanding any of the foregoing the obligations of the client under any
agreement with 15000 Inc., remain separate and independent obligations of the client and nothing herein shall be construed to
invalidate any portion of any of the respective agreements.
TERMINATION: Either party may terminate this Agreement within five (5) days of written notice to the other in the event of a
substantial failure of performance by the other party through no fault of the terminating party. If this agreement is terminated,
15000 Inc. shall be paid for services performed through the termination notice date, including reimbursable expenses due.
HIDDEN CONDITIONS: If 15000 Inc. has reason to believe that a hidden condition may exist, the client shall authorize and pay for
all costs associate with the investigation of such a condition and, if necessary, all costs necessary to correct said condition. If the
client fails to authorize such investigation or correction after due notification, or 15000 Inc has no reason to believe that such a
condition exists, the client is responsible for all risks associated with this conditions and 15000 Inc. shall not be responsible for the
existing condition or any resulting damage to persons or property.
OWNERSHIP OF DOCUMENTS: All drawings, specifications and publications issued by 15000 Inc. are instruments of service and
shall remain the property of 15D00 Inc., whether the project is executed or not. They are not to be used on other projects or
extensions to this project except by expressed written agreement and with appropriate compensation to 15000 Inc.
DESIGNS WITHOUT CONSTRUCTION REVIEW SERVICE: If the Basic Services under this Agreement do not include project
observation or review of the Contractor's performance or any other construction phase services, the Client assumes all
responsibilities for interpretation of the Contract Documents and for construction observation, and the Client waives and forfeits
Eric: Executed Agreement for Professional Services.
Appendices A through B as listed above.
12
any claims against 15000 Inc. that may be in any way connected thereto. In addition, the Client agrees to the fullest extent
permitted bylaw, to indemnify and hold harmless 15000Inc., its officers, directors and employees and sub -consultants (collectively
15000 Inc.) against all damages, liabilities or costs, including reasonable attorney's fees and defense costs, arising out of or in any
way connected with the performance of such services by other persons or entities and from any and all claims arising from
modifications, clarifications, interpretations, adjustments or changes made to the Contract Documents to reflect changed field or
other conditions, except for claims arising from the sole negligence or willful misconduct of 15000 Inc.
RESTRICTION OF USE: 15000 Inc.'s opinions and reports are made for the sole use of the Client and are not to be provided to any
person or entity without the express written consent of 15000 Inc., and shall not be mentioned, communicated, disclosed, or
referred to in any offering, circular, loan application, or real estate sales transaction without the express written authorization of
15000 Inc. Client shall fully defend, indemnify, and hold harmless 15000 Inc. from any claims or demands advanced by third parties
who allege that they relied on opinions and reports of 15000 Inc. that were intended for the exclusive use of the Client only.
MEDIATION: All claims and disputes regarding or relating to this Agreement and 15000 Inc.'s services hereunder, with the sole
exception of collection of invoices, shall be submitted to non -binding mediation unless the parties mutually agree otherwise. The
costs of the mediation service shall be split equally between the parties. The mediation may include any other parties by mutual
agreement.
LIMITS OF LIABILITY: For any damage caused by negligence other than professional negligence, 15000 Inc.'s liability to the Client
and its employees and agents, in the aggregate shall not exceed the actual available proceeds of 15000 Inc.'s commercial general
liability and/or automobile liability insurance coverages.
RISK ALLOCATION AND LIMITATION OF LIABILITY FOR PROFESSIONAL NEGLIGENCE: In recognition of the relative risks, rewards,
and benefits of the project to both the Client and 15000 Inc., the Client agrees to the fullest extent permitted by law, to limit the
liability of 15000 Inc. to the Client for any and all claims, losses, expenses, damages or claim expenses arising out of this Agreement
from any cause or causes, including attorneys' fees and costs and expert witness fees and costs, such that the aggregate liability
of 15000 Inc. to the Client shall not exceed 15000 Inc.'s total fee for services rendered under this Agreement on the project. It is
intended that this limitation of liability apply to any and all liabilities or causes of action however alleged, unless otherwise
prohibited by law.
CONSEQUENTIAL DAMAGES: In no event shall 15000 Inc. be liable for any consequential damages, including without limitation,
loss of use or loss if income or profits incurred by Client, regardless of whether such claim is based upon alleged breach of contract,
willful misconduct, or negligence act or omission, whether professional or non-professional.
THIRD PARTY CLAIMS AGAINST 15000 INC.: If any claim, action or proceeding is brought against 15000 Inc. by any third party,
including an insurer seeking subrogation, relating to services under this Agreement, Client agrees to indemnify 15000 Inc. for, and
to hold 15000 Inc. harmless against, any all losses, damages, costs, expenses, legal fees, consulting fees, including 15000 Inc.'s,
and all other costs of defense reasonably incurred by 15000 Inc. unless it is proven that 15000 Inc. was liable for such obligations
due to its sole negligence or willful misconduct in connection with 15000 Inc.'s services., 15000 Inc. shall control the defense of
any action, claim, or proceeding, including the selection of legal counsel.
TIME LIMITS ON RECOVERY: All legal actions by either party against the other for breach of this Agreement, or for the failure to
perform in accordance with the applicable standard of care, however denominated, that are essentially based upon such breach
or failure shall be barred one year from the time claimant knew or should have known of its claim, and in any event, not later than
two years from the substantial completion of Engineer's services.
SEVERABILITY: Any provision or part of this Agreement held to be unenforceable under any law shall be deemed stricken, and all
remaining provisions shall continue to be binding upon the parties.
ASSIGNMENT: Neither party to this Agreement shall transfer or assign any rights under or interest in this agreement (including
but not limited to monies that are due or monies that may be due) without the prior written consent of the other party.
VENUE: This Agreement, and the reciprocal rights and interests of the parties arising out of this Agreement, shall be interpreted
and enforced in accordance with the laws of the State of California. The venue of any action brought to interpret or enforce any
of the terms of this Agreement or otherwise adjudicate the rights or liabilities of the parties hereto shall be Sonoma County,
California.
END
Enc: Executed Agreement for Professional Services.
Appendices A through 8 as listed above. 1.3
AMENDMENT NO.2
TO
CONTRACT SERVICES AGREEMENT
15000 INC (Agreement No. A7089)
THIS SECOND AMENDMENT to the Contract Services Agreement No. A7089 for
professional services arising from and related to the City's cannabis odor control
compliance and regulation agreement with 15000 INC is made and entered into to be
effective on the 15- day of Lkne. , 2020 by and between the City of Palm Springs,
a California charter city and municipal corporation (hereinafter referred to as the City),
and 15000 INC, a California corporation ("Contractor') collectively, the "Parties".
RECITALS
A. City and Contractor previously entered into a contracting services
agreement for professional services arising from and related to the City's cannabis odor
control compliance and regulation, which was made and entered into on April 3, 2019 (the
"Agreement") was not to exceed $25,000 for services provided by Consultant.
B. City and Contractor previously amended the contracting services
agreement on October 2, 2019 (Amendment One) to allow for the continued services of
Contractor in amount not -to -exceed $75,000.
C. City and Contractor desire a second amendment to the Agreement to allow
for continued services of Contractor in the amount not -to -exceed $125,000.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the Parties agree as follows:
AGREEMENT
1. The Agreement is hereby amended to include the following additional language,
which shall read as follows:
COMPENSATION: Contractor shall be compensated for the services rendered, and
reimbursed for costs and expenses under this Agreement in accordance with the
schedule of fees set forth in Exhibit "A".
2. Full Force and Effect. This modifying Amendment is supplemental to the
Agreement and is by reference made part of said Agreement. All of the terms, conditions,
and provisions, thereof, unless specifically modified herein, shall continue in full force and
effect. In the event of any conflict or inconsistency between the provisions of this
Amendment and any provisions of the Agreement, the provisions of this Amendment shall
in all respects govern and control.
4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement
shall continue in full force and effect for a period of twenty-four (24) months commencing
April 29, 2020 and ending April 29, 2022, unless extended by mutual agreement of the
Parties.
5. Corporate Authority. The persons executing this Amendment on behalf of the
Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Amendment on behalf of said party, (iii) by so
executing this Amendment, such party is formally bound to the provisions of this
Amendment, and (iv) the entering into this Amendment does not violate any provision of
any other agreement to which said party is bound.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates
stated below.
ATTEST:
By:
ADI�ony M , cibKerl
Date: of n)
APPROVED AS TO FORM:
By:
JefffeyJlUlir4orr, City Attorney
Date: Side. 23, Z0Zj
Date: (0 1 15 I U a
AACITY77
CITY OF PALM SPRINGS, CA...
By:
David H. Ready, Ci er
APPFIDI b BY MY COUNCIL
-l-eZvZZ7
"CONTRACTOR"
15,000 Incorporated
By:
Ma orre, Principal
2
CAL FORNIA AL44e4LORPOSE ACKNOWLEDOMMT
State of Caiifprrda
Countyof
On ..� bebr9 rne,�
perso appeared
who proved to me the basis of evidence to
be the person whose stf>saibed to the
within nt and a gsd to me that
her the same ' h' u authorized
tAUREN DOIAN� WHITEHEAD , and that by r sigrtafu*eon the
Notary Pubitc Caliirsm:: irtstrllttt�t the or the entity upon behalf of
mw:�
� "d` 5onomaCounry which the person acted, the htstrtunent. I certify under PENALTY OF PERJURY under the laws
of the State of Calffomia that the foregoing paragraph Is
two and corned.
WrrNM my nd and official I.
Signatur
pea Nohry a.0 Ab"
OPTIONAL
Though the k?fmmes an below is nor requW by im 8 may prow farlrmbk to person rek*V w Me documeuf
and could prewfrnf fr&WU M rm weal aril reaMaohrn M of Mn form to a rw0w dOcumeW
Description of Attached namirnenil
Title or Type ofHThan
t: t .0 Y T L�
Document DateSigners) Other Above:
Capacity(les) Claimed by Signer(s)
" t (,e-j
Number of Pages: _
Signers Name: _
* Individual
❑ Corporate Officer Title(s)
❑ Partner — 0 United ❑ General
❑ Attorney in Fact
0 Thnfte Top of ttKxm twe
❑ Guardian or Conservator
O Other.
Signer Is Representing:
Signer's Name:
❑ Individual
❑ Corporate Officer — Tdle(s):
❑ Partner — Limited L General
❑ Attomey In Fact
❑ Thlstee by hM
❑ Guardian or Conservator
❑ Other:
Signer Is Represenbrg.
owo�kgmaINaau��ao[lion•aoaoG�Oa+►..,ro.eooc2f02•ch.fm h.cNo4sfs ,.�w�ul7�5an.fJaa7.ap rrurso- etude CM1W4 ,1-Mbem-ee27
o�
IN WITNESS WHEREOF, the City and the Consultant have caused this Agreement to be
executed the day and year first above written.
c
PUBLIC INTEGRITY APPLICANT DISCLOSURE
Name (Print last, first, middle InlBan
E-mail Address
Justin (Jay) Michael Takacs
Jay@15000inc.com
PosidonlTide
CEO
Address
6085 State Farm Dr. #130 1 Rohnert Park, CA 94929
Work Phone: (707) S77-0363
Reporting Status
Cell Phone: (707) 235-6991
New Disclosure:
Update:
Every applicant that is not an individual natural person, or comprised exclusively of natural
persons with no outside investors, must disclose to the City the identity of each natural
person who holds or occupies a significant position with respect to that applicant entity or
any entity that owns an interest or derives profits with respect to the applicant entity, i.e., a
sub -entity.
In addition, every applicant must disclose to the City the identity of each owner or investor
who has both of the following: (i) an ownership interest in the applicant entity with a value of
two thousand dollars ($2,000.00) or more, and (W) a material financial relationship with any
official who has the opportunity to vote upon, or advocate for a particular result or outcome
with respect to the application in question.
A "significant position° shall be defined as follows:
i. Officers and Directors (in the instance of a corporation);
ii. Members and Managers (in the instance of limited liability company); or
iii. Trustees and other Fiduciaries (in the instance of a trust or another organization).
A "material financial relationship" shall be defined as a relationship between an owner or
investor on one hand, and a voting or potentially advocating official on the other hand,
whereby the official has an interest in the outcome of the City's action upon the application
in question arising from or related to any of the following:
1. Any business that the owner or investor in the applicant and the official do together
during the year prior to the filing of the application;
2. Any income that the official has earned from the owner or investor in the applicant
entity during the year prior to the filing of application;
3. One or more gifts, that the owner or investor in the applicant has given to the official
during a year prior to the filing of the application with a total of more than fifty dollars;
4. Any money or value that the official will or might reasonably be anticipated to gain or
lose, based upon the ownership interest of the owner or investor in the applicant entity,
in relation to the outcome of the City's action upon the application.
35
Organization 1 Type of organization:
(rnclude the address, city and state where the
the organization is located]
Ownership Interest:
Position:
No
longer
hold:
1 15000 Inc.
6095 State Farm Dr., #130
Rohnert Park CA 94928
60%
CEO
2
3
a
5.
6.
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF
CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of 019cming Party ate
4!5b 4/29/2020
On the basis of information contained in this report, I conclude that the filer is in
compliance with Palm Springs Municipal Code Section 2.60, except as noted In the
"comments" box below.
Comments:
Signature and Title of Agency's Final Reviewing Official
36
PUBLIC INTEGRITY APPLICANT DISCLOSURE
Name (Print last, first, middle Initial)
Email Address
Matthew Jared Torre
matt@15000inc.com
PosidonlTitle
VP
Address
6085 State Farm Dr., #130 I Rohnert Park, CA 94928
Work Phone: (707) 577-0363
Reporting Status
Cell Phone: (707) 479-2834
New Disclosure:
Update:
Every applicant that is not an individual natural person, or comprised exclusively of natural
persons with no outside investors, must disclose to the City the identity of each natural
person who holds or occupies a significant position with respect to that applicant entity or
any entity that owns an interest or derives profits with respect to the applicant entity, i.e., a
sub -entity.
In addition, every applicant must disclose to the City the identity of each owner or investor
who has both of the following: (i) an ownership interest in the applicant entity with a value of
two thousand dollars ($2,000.00) or more, and (H) a material financial relationship with any
official who has the opportunity to vote upon, or advocate for a particular result or outcome
with respect to the application in question.
A "significant position" shall be defined as follows:
i. Officers and Directors (in the instance of a corporation);
ii. Members and Managers (in the instance of limited liability company); or
iii. Trustees and other Fiduciaries (in the instance of a trust or another organization).
A "material financial relationship" shall be defined as a relationship between an owner or
investor on one hand, and a voting or potentially advocating official on the other hand,
whereby the official has an interest in the outcome of the City's action upon the application
in question arising from or related to any of the following:
1. Any business that the owner or investor in the applicant and the official do together
during the year prior to the filing of the application;
2. Any income that the official has earned from the owner or investor in the applicant
entity during the year prior to the filing of application;
3. One or more gifts, that the owner or investor in the applicant has given to the official
during a year prior to the filing of the application with a total of more than fifty dollars;
4. Any money or value that the official will or might reasonably be anticipated to gain or
lose, based upon the ownership interest of the owner or investor in the applicant entity,
in relation to the outcome of the City's action upon the application.
37
Organization 1 Type of organization:
Ownership Interest:
Position:
No
&dude the address, city and state where the
longer
he organization is located)
hold:
1 15000 Inc.
6085 State Farm Dr., #130
40%
VP
Rohnert Park, CA 94928
2
3
4
5.
6.
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF
CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
signature or Disclosing a �Date
4/29/2020
On the basis of information contained In this report, I conclude that the filer Is in
compliance with Palm Springs Municipal Code Section 2.60, except as noted in the
"comments" box below.
Comments:
Signature and Title of Agency's Final Reviewing Official
41*1
AC[71? CERTIF16,,-CE OF LIABILITY INSURANCE
DATE(MM12020Y)
D612212020
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(les) 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
CONTACT
DEALEY RENTON & ASSOC INS BRKIPHS
571D1704
The Hartford Business Service Center
NAMEq
PHONE (866)467-8730
(A1C, No, Eat):
FAX (888)443-6112
(A1C, No):
3600 Wiseman Blvd
L-MAIL
San Antonio, TX 78251
ADDRESS
INSURER(S) AFFORDING COVERAGE NAICM
INSURED
INSURERA: Sentinel Insurance Company Ltd.
11000
15000, INC.
INSURERB.,
6085 STATE FARM DR STE 130
ROHNERT PARK CA 94928-6307
INSURERC:
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.NOTVNTHSTANDING 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.
INSH
TYPE OF INSURANCE
ADDL
SUER
POLICY NUMBER
POLICY EFF
POLICY EXP
LIMITS
A
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE�OCCUR
General Liability
57 SBW AW9382
10114I2019
10/14/2020
EACH OCCURRENCE
$2,000,000
X
DAMAGE TO RENTED
PREMISES (Ea occum3nce)
$1,000,000
MED EXP (Any one person)
$10.000
PERSONAL & ADV INJURY
$2.000.000
GEN'L AGGREGATE LIMIT APPLIES PER
PRO- LOC
POLICY El JECT
OTHER:
GENERAL AGGREGATE
$4,000,000
PRODUCTS -COMMOPAGG
$4,000.000
A
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
HIRED NON -OWNED
X AUTOS X AUTOS
57 SBW AW9382
10/14/2019
10/14/2020
COMBINED SINGLE LIMIT
$2.000.000
BODILY INJURY (Per pennon)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
A
UMBRELLA LtAB
EXCESSLIAB
X
OCCUR
MADES"
57SBWAW9382
10/14/2019
1011412020
EACH OCCURRENCE
$1,000,000
AGGREGATE
$1,000,000
E X I RETENTION $ 10,000
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY YIN
PROPR I ETORIPART NERIEXECUTI VE
OFFICERIMEMBER EXCLUDED?
(Mandatory In NH)
If yeS, describe Under
DESCRIPTION OF PERATION below
4
PER
TA7
pTH-
El EACH ACCIDENT
El DISEASE -EA EMPLOYEE
El DISEASE - POLICY LIMIT
DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remadca Schedule, may be attached If more space Is required)
Those usual to the insured's Operations.
CERTIFICATE HOLDER CANCELLATION
MICHAEL MILAN
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
THE CITY SPRINGS
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED
425 N CIVIC DR
IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
PALM SPRINGS CA 92262-0331
m 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDDIYYYY)
06/22/2020
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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED,
subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this Certificate does
not confer rights to the certificate holder In lieu of such endorsements .
PRODUCER
PAYCHEX INSURANCE AGENCY INC
CONTACT NAME:
PHONE (800)472-0072
WC. No, Ext}:
FAX (585)389-7894
{A/C, No}:
76210762
150 SAWGRASS DRIVE
E-MAIL ADDRESS:
ROCHESTER NY W20
INSURER($) AFFORDING COVERAGE NAM
INSURER A : Hartford Casualty lnsuranoe Company
29424
INSURED
INSURER B :
15000. INC.
INSURER C :
6085 STATE FARM DR STE 130
INSURER D :
ROHNERT PARK CA 94928-6307
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.NOTWITHSTAN DING 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.
INS
TYPE OF INSURANCE
ADDL
SUER
POLICY NUMBER
POLICY EFF
POLICY EXP
LIMITS
COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE ❑OCCUR
FA;;H OCCURRENCE
DAMAGE TO RENTED
PREMISES Ma occurrencel
MED EXP (Any one person)
PERSONAL & ADV INJURY
GEN'L AGGREGATE LIMIT APPLIES PER:
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OTHER:
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNED SCHEDULE
AUTOS AUTOS
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COMBINED SINGLE LIMIT
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I Person:
BODILY INJURY (Per aeddenl)
PROPERTY DAMAGE
(Per accident)
UMBRELLA LIAR
EXCESS LIAB
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ANY YIN
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OFFICERIMEMBER EXCLUDED?
(Mandatory In NH)
If yes. describe under
OFSCRIPTION OF OPERATIONS
NIA
76 WEG AF9C5X
03/02/2020
03/02/2021
PER LITE
STAT
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E.L. EACH ACCIDENT
$1,000,000
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$1.000.000
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 CANCFI I ATIrfN
MICHAEL MILAN
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
THE CITY SPRINGS
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED
425 N CIVIC DR
IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
PALM SPRINGS CA 92262-0331
ACORD 25 (2016103)
01988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
AMENDMENT NO. 1
TO
CONTRACT SERVICES AGREEMENT
15000 INC (Agreement No. A7089)
THIS FIRST AMENDMENT to the Contract Services Agreement No. XXXX for professional
services arising from and related to the City's cannabis odor control compliance and r ulation
agre t with 15000 INC is made and entered into to be effective on the day
Of 2019 by and between the City of Palm Springs, a California charter city and
municipal corporation (hereinafter referred to as the City), and 15000 INC, a California corporation
("Contractor") collectively, the "Parties".
RECITALS
A. City and Contractor previously entered into a contracting services agreement for
professional services arising from and related to the City's cannabis odor control compliance and
regulation, which was made and entered into on April 3, 2019 (the "Agreement") was not to exceed
$25,000 for services provided by Consultant.
B. City and Contractor desire to amend the Agreement to allow for the continued
services of Contractor in amount not -to -exceed $75,000.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the Parties agree as follows:
AGREEMENT
1. The Agreement is hereby amended to include the following additional language, which
shall read as follows:
COMPENSATION: Contractor shall be compensated for the services rendered, and reimbursed
for costs and expenses under this Agreement in accordance with the schedule of fees set forth in
Exhibit "A".
2. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and
is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof,
unless specifically modified herein, shall continue in full force and effect. In the event of any
conflict or inconsistency between the provisions of this Amendment and any provisions of the
Agreement, the provisions of this Amendment shall in all respects govern and control.
5. Corporate Authority. The persons executing this Amendment on behalf of the Parties
hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment,
such party is formally bound to the provisions of this Amendment, and (iv) the entering into this
Amendment does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates
stated below.
ATTEST:
By:
An6ony Me} a,
Date: o o9 C I)
APPROVED AS TO FORM:
By: .:
JefF(rey 6adinger, i, ity Attorney
Date:
Date: q A4llq
Without xeeeq
Mat 0ri rhon Pr se s W
agerati r
f he City
`CITY„
r-ITY,Q.F PALM SPRINGS, CA.
By:
David H. Ready, Ci ger
Date: ozcs 1--
"CONTRACTOR"
15000 Incorprated
By:
Ma ew torre, Principal
�q
APPROVED BY CITY COUNCIL
1.r-� L�
CONTRACT SERVICES AGREEMENT
(15000 Inc. —Cannabis Odor Control Compliance and Regulation)
T,�II AGREEMENT FOR CONTRACT SERVICES("Agreement") is made and entered
into on �"' & , 2019, by and between the City of Palm Springs, a California charter city and
municipal corporation ("City"), and 15000, Incorporated, a California 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 consultant in relation to cannabis odor control
assessment, compliance and regulation ("Services").
B. Based on Contractor's specialized experience, education, training, and reputation,
Contractor is qualified.and desires to provide Services to City under the terms and conditions of
this Agreement.
C. City desires to retain the services of Contractor to perform the Services.
In consideration of these promises and mutual agreements, City agrees as follows:
AGREEMENT
1. CONTRACTOR SERVICES
1.1 Scone 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 by reference (the "services" or
"work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of
fees. Contractor warrants that all .services and work shall be performed in a competent,
professional, and satisfactory manner consistent with prevailing industry standards. 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 services rendered under this Agreement shall
comply with all applicable federal, state, and local laws, statutes and ordinances and all lawfiil
orders, rules, and regulations.
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.
ORIGINAL RID
720599.1
' ANLIOR AGREEMENT 04.03.2019
2. TIME FOR COMPLETION
The time for completion of the individual tasks that comprise.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 a-schedule agreed upon, on a task-by-task
basis, with the City. 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 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 twenty-five thousand dollars
($25,000).
3.2 Method of Payment. In any month in which Contractor wishes to receive
payment, Contractor shall submit to City an invoice for services rendered prior to the date of the
invoice, no later than the first working day of such month, in the form approved by City's
finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for
authorized services performed. City shall pay Contractor for all expenses stated in the invoice
that are approved by City and consistent with this Agreement, within thirty (30) days of receipt
of Contractor's invoice.
3.3 Changes. In the event any change or changes in the Scope of Services/Work is
requested by City, Parties shall execute a written amendment to this Agreement, specifying all
proposed amendments, including, but not limited to, any additional fees.. An amendment may be
entered into:
A. To provide for revisions or modifications to documents, work product, or
work, when required by the enactment or revision of any subsequent law; or
B.. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in Contractor's profession.
3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being
appropriated by the City Council of City for each fiscal year. If such 'appropriations are not
made, this Agreement shall automatically terminate without penalty to City.
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. Each task arising from and related to services
rendered under this Agreement shall be performed upon a schedule agreed upon with the City.
Any time period extension must be approved in writing by the Contract Officer.
2 04.03.2019
720599.1
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 Contractor, if Contractor 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 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.
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 twelve months,
commencing on April 29, 2019, and ending on April 29, 2020, 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. Contractor may
terminate this Agreement, with or without cause, upon thirty (30) days written notice to City.
5. COORDINATION OF WORK
5.1 Representative of Contractor. The following principal of Contractor is
designated as being the principal and representative of Contractor authorized to act and make all
decisions in its behalf with respect to the specified services and work: Matthew Torre, Vice
President 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.
3 04.03.2019
720599.1
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. Therefore, 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.
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.
5.5 Personnel. Contractor agrees to assign the following individuals to perform the
services in this Agreement. Contractor shall not alter the assignment of the following personnel
without the prior written approval of the Contract Officer. Acting through the City Manager, the
City shall have the unrestricted right to order the removal of any personnel assigned by
Contractor by providing written notice to Contractor.
Name: Title:
Matthew Torre Vice President and Chief Financial Officer
Caroline Kabe Senior Mechanical Designer
6. INSURANCE
Contractor shall procure and maintain, at its sole cost and expense, policies of insurance
as set forth in the attached Exhibit "B", incorporated herein by reference.
7. INDEMNIFICATION.
7.1 Indemnification. To the fullest extent permitted by law, Contractor shall
defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its
elected.officials, officers, employees, agents, and volunteers (collectively the "Indemnified
Parties"), from and against any and all liabilities, actions, suits, claims, demands,_losses, costs,
judgments, arbitration awards, settlements, damages, demands, orders; penalties, and expenses
including legal costs and attorney fees (collectively "Claims"), including but not limited to
Claims arising from injuries to or death of persons (Contractor's employees included), for
damage to property, including property owned by City, from any willful violation of any federal,
state, or local law or ordinance, and from errors and omissions committed by Contractor, its
officers, employees, representatives, and agents, that arise out of or relate to Contractor'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,
q 04.03.2019
720599.1
agents, and volunteers. 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. This provision is intended for
the benefit of third party Indemnified Parties not otherwise a party to this Agreement.
7.2 Design Professional Services Indemnification and Reimbursement. If the
Agreement is determined to be a "design professional services agreement" and Contractor is a
"design professional" under California Civil Code Section 2782.8, then:
A. To the fullest extent permitted by law, Contractor shall indemnify, defend
(at Contractor's sole cost and expense), protect and hold harmless City and its elected officials, .
officers, employees, agents and volunteers and all other public agencies whose approval of the
Services is required, (individually "Indemnified Party"; collectively "Indemnified Parties")
against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands,
orders and penalties (collectively "Claims"), including but not limited to Claims arising from
injuries or death of persons (Contractor's employees included) and damage to property, which
Claims arise out of, pertain to, or are related to .the negligence, recklessness or willful
misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor's
negligent, reckless or willful performance of or failure to perform any term, provision, covenant
or condition of this Agreement ("Indemnified Claims"), but Contractor's liability for
Indemnified Claims shall be reduced to the extent such Claims arise from the negligence,
recklessness or willful misconduct of the City and its elected officials, officers, employees,
agents and volunteers.
B. The Contractor shall require all non-design-professional sub-contractors,
used or sub-contracted by Contractor to perform the Services or Work required under this
Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub-
section 7.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non-
design-professional sub-contractors, used or sub-contracted by Contractor to perform the
Services or Work required under this Agreement, to obtain insurance that is consistent with the
Insurance provisions as set forth in this Agreement, as well as any other insurance that may be
required by Contract Officer.
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
5 04.03.2019
720599.1
times, including the right to inspect, copy, audit, and make records and transcripts from such
records.
8.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Contractor in the performance of this Agreement
shall be the property of City. Contractor shall deliver all above-referenced documents to City
upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall
have no claim for further employment or additional compensation as a result of the exercise by
City of its full rights or ownership of the documents and materials. Contractor may retain copies
of such documents for Contractor's own use. Contractor shall have an unrestricted right to use
the concepts embodied in such documents.
8.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract
Officer.
8.5 Cost Records. Contractor shall maintain all books, documents,papers, employee
time sheets,accounting records, and other evidence pertaining to costs incurred while performing
under this Agreement. Contractor shall make such materials available at its offices at all
reasonable times during the term of this Agreement and for three (3) years from the date of final
payment for inspection by City and copies shall be promptly furnished to City upon request.
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.
6 04.03.2019
720599.1
9.4 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative. The exercise by either party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or
remedies for the same default or any other default by the other party.
9.5 Legal Action. In addition to any other rights or remedies, either party may take
legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain injunctive relief, a
declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
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 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 ftirther, 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
7 04.03.2019
720599.1
below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing
if mailed as provided in this Section. Either party may change its address by notifying the other
party of the change of address in writing.
To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: 15000, Incorporated
Attention: Matthew Torre
2901 Cleveland Avenue, Suite 204
Santa Rosa, California 95403
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.
g 04.03.2019
720599.1
11.8 Authorky 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.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates
stated below.
"CITY"
City of Palm Springs
- c
Date By:
David H. Ready, PhD
City Manager
APPROVED AS TO FORM: ATTEST
By i By:
Jef&y Ballinger, jthony M j
City Attorney City Clerk
"CONTRACTOR"
15000 Incorporated
Date: �` & By
Matthe Torre
Vice re ' d
C f Financial Officer
.APPRO1�FY My MANAGER
Not To Exceed 6�d J G IES OGU.DD AT Ufq
Without The kpr4ei Written
Authorization Of The City
Managers
9 04-03.2019
7203".].
EXHIBIT "A"
CONTRACTOR'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
10 04.03.2019
720599.1
2901 cieveland ave.,suite 204
Santa rose,ca 95403
phone:707.577.0363.
fax:707,577.0364
April 4,.2019 Agreement for Professional Services
The City of Palm Springs
3200 E Tahquitz Canyon Way
Palm;Springs,CA 92262
'SUMMARY OF PROJECT
Cannabis Odor Control Plan Review&Consultation
15000,Inc. is pleased to offer our proposal to support The City of Palrn Springs for odor control plan
review and consultation services.
This Agreement is subject to the"Terms&Conditions to Agreement for Professional Services,"two pages.
In length,submitted herewith and which are Incorporated by reference as though fully set forth herein.
ODOR CONTROL PLAN REVIEW SERVICES
• Review odor control plans in accordance with The City of Palm Springs Ordinance No.'s 1933,
1943,and 1946,as well as in accordance with City Resolution No.244W.
• Review odor control plans in accordance with current City of Palm Springs required criteria for
Odor Control Plans
o Provide consultation and recommendations to the City for ongoing updates to City
required criteria stipulated within odor control plans as technology and industry best
practices evolve.
• Review efficacy of odor control plan In conformance to Industry best practice in relation to
building HVAC controls, building pressurization, odor mitigating filtration measures,
monitoring/detection and air system design.
a Review business operator monitoring procedures, steps to mitigate nuisance odors, staff
tralning, and commentary for standardization of odor detection form (to be submitted for City
record and use).
a Review applications for new,existing and retroactively permitted cannabis facilities.
• Provide written .Plan Check Review response for applications and standardize document to
.conform with City standards
Provide ongoing assistance and general consultation to City Officials
Ent: Executed Agreement for Prafessimal Services.
Appendices A through a as listed above_
DELIVERABLES
• Plan Check Review and Response letter addressing client intake applications
• Active measure to aid and assist in development of City ordinances as they relate to the cannabis
Industry.
COMPENSATION
The fee for services listed herein shall be billed on an Hourly Basis per the attached Hourly Rate &
Reimbursables Sheet,not to exceed$25,000:00 without written consent from the City of Palm Springs,
and shall be billed an a monthly basis per standard project phases and Terms&Conditions.
SIGNATORIES&INSURANCE
15000 Inc.maintains the following insurance policies;
s Professional liability insurance with a $1,000,000 per-occurrence limit and a $3,000,000
aggregate limit(Acord.certificate available upon request).
General commercial liability insurance with a$1,000,000 per-occurrence limit and a$2,000,060
aggregate limit(Acord certificate available upon request).
a Workers compensation insurance as legally required by the State of California.
A mechanical engineer licensed in the State of California will directly supervise and review all consultation
services.This Proposal Is valid for 30 days from the date of this Proposal.
Section 5536.22 and 6749 of the Business and Professions Code requires architects and engineers to
execute a written contract when providing professional services to a client.In order to comply with the
law, it shall be required that an agreement be executed prior to any services being provided. Once
mutually agreed upon and executed we shall schedule our resources to beg[n work.
Thank you very much for considering our firm regarding this project. If you have any questions regarding
the scope of work as listed herein or the terns of.the agreement,please contact us. If scope and terms
are agreeable,please return a signed copy of this proposal to our offices which will represent our formal
authorization to proceed.
4-4-2019
Matthew Torte,PE J Principal Date
Client Signature&Title Date.
Pkose note that our definitions of scope and proposed fee are proprietary information and are transmitted in
Confidence. Proposoils volld for30 days from date of Issue without omendmenm Proposal is vold after 30 days.
Est: Executed Agreement for Professional Services.
Appendices A fhrough 9 as listed above.
2901 develand ave,,suite 204
santa rose,ca 95403
phone:.707.577.0363
fax-707577.0364
HOURLY RATES&REIMBURSABLE EXPENSES FOR 2019
(Ei)Principal Mechanical Engineering: $210.W/Hour
(Di)Senior Mechanical Design: $190.W/Hour
(02)Mechanical.Design: $170.60/Hour
(00 Commissioning Services: $160.W Hour
(CG)CalGreen Special Inspector Activities: $150.00/Hour
(EA)Energy Analysis: $140.00/Hour
(3D)Building information Modeling: $130.00/Hour
(OR)Computer Aided Drafting: $120.00/Hour
Work performed on an hourly basis will be billed as noted above.Reimbursable expenses associated with
all work will be billed as folio ws;
Mileage: $0.S6/Mite
Large Scale Plotting(WxW): $3.00/Sheet
Large Scale Platting(3("x42'): $4.00/Sheet
Sub-Consultants: Cost+10%
Shipping: cost+5%
All other expenses: Cost+S%
EAC. Executed Agreement for Professional Services.
ApOendicds A through 8 as listed above.
2901 cleveland ave.,suite 204
Santa rasa,ca 95403
phone:707.577.030
fax:707.577.0364
and are due upon receipt.
invoices shad be considered past due If not paid within 15 days after Invoice date. Upon default of payment,15000 Inc.may,
without waving any claim or right against client and without liability to the client,terminate services. Client will incur a service
charge of 2%.per month of all outstanding project Invoices until past due principal is paid In full. in the event any portion of an
account remains unpaid 90 days after Invoice,the client will be liable for any and all costs associated with the collection of fees
as necessary,including reasonable attorney's fees,court costs and all related costs. All late payments made from client to 15000
Inc.will be first applied in order to;Interest charges,legal fees and principal.
REIMBURSABLE E%PENSES:.Expenses not related to standard contract labor charges that are directly attributed to professional
services are Invoiced at our cost plus 5%unless provided with a specific cost herein. Reimbursable expenses Include,but are not
limited to; 1) Overnight and special delivery costs, 2) Sub-consultants hired by 15000 Inc. with the expressed written
authorization from client,3)any and all work,fees,expenses and costs not specifically listed within proposal,and 4)drawing and
printing reproduction billed at the following rates;
• 24"x36" $3.00 per sheet
• 42'x30" $4.00 per sheet
• Mileage: $0.561permile
ADDITIONAL SERVICES:Services rendered by 15000 Inc.for client,provided with expressed written authorization that are not
part of the original proposal are to be rendered as extra services and are subjected to the terms and conditions herein.
INDEMNIFICATION:To the fullest extent permitted by law,the client shall Indemnify and hold harmless,15000 Inc.,from any
and all actions, causes of action, damages, claims, costs,demands and expenses including attorney's fees that result from
injuries to and/or deaths.to any and all persons,Including but not limited to, 150M Inc.and its employees,arising out of.or
connection In any mariner with the performance cc purported performance of the construction work specified or referenced in
this agreement;and for any and all destruction,including loss of use of any property,arising out of or in connection with the
work specified or.referenced In this agreement,except when such actions,causes of actions,damages,claims,costs,demand
and expenses including attorney's fees are due to the sole active negligence of 150001nc.
SUSPENSION OF SERVICES:If the client fails to make payments when due or otherwise is In breach of this agreement or any
other agreements client has made with 15000 Inc_15000 Inc. may suspend performance of all services entailed by these
agreements upon five(5)calendar days'notice to the client. in such Instances,15000 Inc.shall have no liability whatsoever to
the client for any costs or damages as a result of such suspension caused by a breach of the agreements(s)by the client. In such
Instances,15000 Inc.shall also have the right,at its sole discretion,to apply any payments under any one agreement,to the
balance owed under any of the agreements between parties. Notwithstanding any of the foregoing the obligations of the client
Under any agreement with 15000 Inc.,remain separate and independent obligations of the client and nothing herein shall be.
construed to invalidate any portion of any of the respective agreements.
TERMINATION:Either party may terminate this Agreement within five.(5)days of written notice to the other In the event of a
substantial failure of performance by the other party through no fault of the terminating party. if this agreement is terminated,
15000 Inc.shall be paid for services performed through the termination notice date,Including reimbursable expenses due.
HIDDEN CONDITIONS:If 15000 Inc.has reason to believe that a hidden condition.may exist,the client shall authorize and pay for
all costs associate with the investigation of such a condition and,if necessary,all costs necessary.to correct said condition. If the
client fails to authorize such Investigation or correction after due notification,or 15040 Inc has no reason to believe that such a
condition exists,the client is responsible for all risks associated with this conditions and 15000 inc.shall not be responsible for
the existing condition or any resulting damage to persons or property.
OWNERSHIP of DOCUMENTS:All drawings,specifications and publications issued by 15D00 Inc.are instruments of service and
shall remain the property of 15000 Inc.,whether the project Is executed or not. They are not to be used on other projects.or
extensions to this project except by expressed written agreement and with appropriate compensation to 15000 Inc.
DESIGNS WITHOUT CONSTRUCTION REVIEW SERVICE:.It the.Basic Services under this Agreement do not Include project
observation or review of the Contractor's performance or any.other construction phase services, the Client assumes all
responsibilities for Interpretation of the Contract Documents and for construction observation,and the Client waives and forfeits
any claims against 15000 Inc.that may be in any way connected thereto.In addition,the Client agrees to the fullest extent
permitted by law, to indemnify and hold harmless 15000 Inc., Its officers, directors and employees and sub-consultants
(collectively 15000 Inc.)against all damages,liabilities or costs,including reasonable attorney's fees and defense costs,arising
out of or in any way connected with the performance of such services by other persons or entities and from any and all claims
arising from modifications,clarifications,interpretations,adjustments or changes made to the Contract Documents to reflect
changed field or other conditions,except for claims arising from the sole negligence orwidful misconduct of 15000 Inc.
Errs: Executed Agreement for Professional Services.
Appendices A through 8 as fisted above.
RESTRICTION OF USE: 150M Inc.'s opinions and reports are made for the sole use of the Client and are not to be provided to
any person or entity withoutthe express written consent of 15000 Inc.,.and shall not be mentioned,communicated,disclosed,or
referred to In any offering,circular,loan application,or real estate sales transaction without the express writtenauthoriiation of
15000 Inc.Client shall fully defend,Indemnify,and hold harmless iS000 Inc.from any claims or demands advanced by third
parties who allege that they relied on opinions and reports of 15000 Inc.that were Intended for the exclusive use of the Client
only.
MEDIATION: All claims and disputes regarding or relating to this Agreement and 1SO00 Inc.'s services hereunder,with the sole
exception of collection of invoices,shall be submitted to non-binding mediation unless the parties mutually agree otherwise.The
costs of the mediation service shall be split equally between the parties.The mediation may include any other parties by mutual
agreement.
LIMITS OF LIABILITY:For any damage caused by negligence other than professional negligence,15000 Irtc,'s liability to the Client
and its employees and agents,in the aggregate shall not exceed the actual available proceeds of 15000 Inc.'s commercial general
liability and/or automobile liability Insurance coverages.
RISK ALLOCATION AND LIMITATION OF LIABILITY FOR PROFEWONAL NEGLIGENCE: In recognition of the relative risks,
rewards,and benefits of the project to both the Client and 15WO Inc.,the Client agrees to the fullest extent permitted by law,to
limit,the liability of 15000 Inc.to the Client for any and all claims,losses,expenses,damages or claim expenses arising out of this
Agreement from any cause or causes,including attorneys'fees and costs and expert witness fees and costs, such that the
aggregate liability of 15000 Inc.to the Client shall not exceed 15000 Inc.'s total fee for services rendered under this Agreement
on the project.It is Intended that this limitation of liabdity apply to any and all liabilities or causes of action however alleged,
unless otherwise prohibited by law.
CONSEQUENTIAL DAMAGES: In no event shall 15000 inc.be liable for any consequential damages,including without limitation,
loss of use or loss if income at profits Incurred by Client, regardless of whether such claim is based upon alleged breach of
contract,willful misconduct,or negligence act or omission,whether professional ar non•professlonal.
THIRD PARTY CLAIMS AGAINST IS000 INC.: If any claim,action or proceeding Is brought against IS000 Inc.by any third party,
Including an insurer seeking subrogation,relating to services under this Agreement,dlent agrees to indemnify 15000 Inc,for,
and to hold 1SO00 Inc.harmless against,any all losses,damages,costs,expenses,legal fees,consulting fees,including 15006
lnc.'s,and all other costs of defense reasonably incurred by 15000 Inc.unless it is proven that 15000 Inc.was liable for such
obligations due to its sole negligence or willful misconduct in connection with 15000 Inc.'s services.,15000 Inc.shall control the
defense of any action,claim,or proceeding,Including the selection of legal counsel.
TIME LIMITS ON RECOVERY: All legal actions by either party against the other for breach of this Agreement,or for the failure to
perform in accordance with the applicable standard of care,however denominated,that are essentially based upon such breath
or failure shall be barred one year.from the time claimant knew or should have known of its claim,and in any event,not later
than two years from the substantial completion of Engineces services.
SEVERABILIM Any provision or part of this Agreement held to be unenforceable under any law shall be deemed stricken,and
all remaining provisions shall continue to be binding upon the parties.
ASSIGNMENT: Neither party to this Agreement shall transfer or assign any rights under or interest in this agreement(including
but not limited to monies that are due or monies that may be due)without the prior written consent of the other party.
VENUE:This Agreement,and the reciprocal rights and Interests of the parties arising out of this Agreement,shall be interpreted
and enforced in accordance with the laws of the State of California. The venue of any action brought to Interpret or enforce any
of the terms of this Agreement or otherwise adjudicate the rights or liabilities of the parties hereto shall be Sonoma County,
California.
END
Eric: Executed Agreement for Professional,Services.
Appendices A through S as Listed atwve.
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)
( -04.63.2019
INSURANCE
'I. 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
($1,000000.00) per occurrence;
1 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:
X required
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
t 04,03,2019
7]U5�4.4
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, 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
ContractoCs 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
iirork performed with the City"maybe included in this statement).
21. "This insurance is primary and non-contributory over any insurance or self-
insurance the City may have..." ("cis respects City of Patin Springs Contract No. or 'for any
and all work pe►formed with the City" may be included in this statement).
1 "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
na►ned." 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.
13 04,03,2019
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 anv 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 04,03 2019
�z054�.E
A�® CERTIFICATE ®F LIABILITY INSURANCE F °�4„`�,D 9'
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 SUBROGATION IS WAIVED,subject to
the terns 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 endorsements.
PRODUCER =NiALCTIan Woolley
Dealey, Renton&Associates BONE 510-465 3090 uc No:510-452-2193
P.O.BOX 12675 fly I Ertl:EMAIL
Oakland,CA 94604 AooRES8: ente rise eate enton.com
Lie.#00207.39 INSURERS AFFORDING COVERAGE NAIC N
INSURER A:Sentinel Insurance Co.LTD 11000
INSURED 15MNC INSURER B:Hartford Fire Ins.Co. 1%82
15000 Incorporated 2901 Cleveland Ave.Suite 204 INSuRER c:Travelers Casuat $Sure Co.America 31194
Santa Rosa CA 95403 INSURER D:
INSURER E.
INSURER F:
COVERAGES CERTIFICATE NUMBER:694836729 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.
IL7R TYPE OF INSURANCE iADDL U8 POLICY EFF, POLICYEXP
POLICY NUMBER MMIDDfYYYY MIDorfiryY1 LIMITS
A X COMMERCIAL GENERAL LIABILITY Y Y 57SSWAVAM 10114/2018 10/14I2019 EACHOCCURRENCE S2,000,000
CLAIMS-MADE FX.00CUR PREMISES fee
occtwerce) $1,000.000
X Conlra=al Liab MED EXP(Any one person) $10,000
X Induced PERSONAL&ADVINJURY S2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER' GENERAL AGGREGATE $4,000,000
HPOLICY jE�T LOC PRODUCTS-COMROP AGO S 4.000,000.
OTHER: $
A AUTOMOBILE LIABILITY Y Y 578BMVM82 1Ci1411018 10MV2019 COMBINED SINGLE LIMIT S
rEa accident)
ANY AUTO BODILY INJURY;Per person) 5
ALL OWNED SCHEDULED BODILY INJURY i,Pef accident) $
AUTOS ALTOS
X HIREDAUTOS X NON-OWNED PROPERTY DAMAGE $
IAUTOS Per accdenl
S
A X UM13REUALIAR X OCCUR 57SBWAW9882 10/1412010 10n4/2019 EACH OCCURRENCE $1,000,000
EXCESS LIAB CLAIMS-MADE AGGREGATE S 1,000.000
DEO I X I RETENTIONS in OW $
B WORKERS COMPENSATION Y 67VVEGGG2335 10/14/2018 10114=19 X
AND EMPLOYERS'LIABILITY YIN TATUTE ERH
ANY PROPRIETOMPARTNEWEXECUTIVE ❑N/A E L.EACH ACOOENT $1.000.000
OFFICER.IAEMBER EXCLUDED?
(Mandatory In NH) E.L.DISEASE,EA EMPLOYE $1,000.000
tt m desuibe undeu
DESCRIPTION OF OPERATIONS below E 1 DISEASE•POLICY LIMIT S 1,000.000
C ProfeswxW Liability 106353505 10I1442018 10/14=19 $1,000.000 perdam
$3,000.000 amual aggregate
Cldma Made
DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached Ir nmca apace is required)
'HlrediNon-Owned Auto Liability coverage included with General Liability Limit
Umbrella(or Excess)Uabillty policy is a follow-form underlying General Liability/Auto Uabiiity/Employers Liability
RE:Project#1392.00 Odor Control Plan checking services—the City of Palm Springs Is named as an additional insured as respects general and auto liability
as required per written contract or agreement. 30 Day Notice of Cancellation
CERTIFICATE HOLDER CANCELLATION 30 Day Notice of Cancellation
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL, BE DELIVERED IN
City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS.
Attn:Krista Cole,Paralegal
3200 E TahquitZCanyon Way AUTHORIZED REPRESENTATIVE
Palm Springs CA 92262
(eD 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD;2,6(2014101) The ACORO name and logo are registered marks of ACORD
POLICY NUMBER: 57813WAW9382 BUSINESS LIABILITY COVERAGE
SS 00 fir, Gi Or
ADDITIONAL COVERAGES BY WRITTEN CONTRACT, AGREEMENT OR PERMIT
This is a summary of the coverage provided under the following form(complete form available):
BUSINESS LIABILITY COVERAGE FORM SS 00 08 04 05
Additional Insured When Required by 1Nritten Contract,Written Agreement or Permit
WHO IS AN INSURED under Section C. is amended to include as an additional insured, but only with respect
to liability for"bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part,
by your acts or omissions or the acts or omissions of those acting on your behalf:
(a) In the performance of your ongoing operations;
(b) In connection with your premises owned by or rented to you;or
(c) In connection with "your work" and included within the "products completed operations
hazard", but only if
(i) The written contract or written agreement requires you to provide such coverage to such
additional insured;and
(it) This Coverage Part provides coverage for"bodily injury"or"property damage"included within
the"products completed operations hazard".
The person(s) or organization(s) are additional insureds when you have agreed, in a written contract, written
agreement or because of a permit issued by a state or political subdivision, that such person or organization be
added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of
.the contract or agreement,or the issuance of the permit.
A person or organization is an additional insured under the provision only for that period of time required by
the contract,agreement or permit.
With respect to the insurance afforded to the additional insured, this insurance does not apply to: "Bodily injury",
"property damage" or "personal and advertising injury" arising out of the rendering of, or failure.to render, any
professional architectural,engineering or surveying services,including:
(a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions,
reports,surveys,field orders,change orders,designs or drawings and specification:or
(b) Supervisory,inspection,architectural or engineering activities.
The limits of insurance that apply to additional insureds are described in Section D. Limits Of Insurance.
How this insurance applies when other insurance is available to an additional insured is described in the Other
Insurance Condition in Section E. Liability And Medical Expenses General Conditions.
No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture
or limited liability company that is not shown as a Named Insured in the Declarations.
Other Insurance
If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our
obligations are limited as follows:.
When You Add Others As An Additional insured To This Insurance: That is other insurance available to an
additional insured.However,the following provisions apply to other insurance available to any person or organization who Is an
additional insured under,this Coverage Part:
(a) Primary Insurance When Required By Contract:This insurance is primary if you have agreed in a written contract,
written agreement or permit that this insurance be primary.If other insurance is also primary,we will shale with all that
other insurance by the method described in c.below.
(b) Primary And Non-Contributory To Other Insurance When Required By Contract:if you have agreed in a written
contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's
own insurance,this insurance is primary and we will not seek contribution from that other insurance.
Rev S,14 Page 1 of 2
BUSINESS LIABILITY COVERAGE FORM Summary SS Ca 38 04 i}
Paragraphs(a)and(b)do not apply to other insurance to which the additional insured has been added as
an additional insured.
c.Method Of Sharing
If all the other insurance permits contribution by equal shares, we will follow this method also.Under this approach,
each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,
whichever comes first.
If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this
method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of
insurance of all insurers.
Waiver of Subrogation
If you have waived any rights.of recovery against any person or organization for all or part of any payment,.
including, Supplementary Payments, we have made under this Coverage Part, we also waive that right,
provided you waived your rights of recovery against such person or organization in a contract, agreement or
permit that was executed prior to the injury or damage
EXCERPT FROM Hartford Form SS'04 38 09 09
HIRED AUTO AND NON-OWNED AUTO
B.With respect to the operation of a"non-owned auto",WHO IS AN INSURED is replaced by the following:The
following are"insureds":
d.Anyone liable for the conduct of an"insured", but only to the extent of that liability
Rev 5.14 Page 2 of 2
Workers' Compensation and Employers' Liability Insurance Policy
Waiver of Our Right.to Recover From Others. Endorsement - California
WC 04 03 06
if the following.information is not complete, refer to the appropriate Schedule attached to the policy,
Insured:15000 Incorporated Policy Number 57WEGGG2335
Producer: Dealey, Renton &Associates Effective Date 1 011 41261 8
Schedule
Person or Organization Job Description
City of Palm Springs RE: Project#1392.00 Odor Control Plan checking
Attn: Krista Cole, Paralegal services--the City of Palm Springs
3200 E Tahquitz Canyon Way
Palm Springs CA 92262
Additional Premium 1%
We have the right to recover our payments from any- You must maintain payroll records accurately segre-
one liable for an injury- covered by this policy. We gating the remuneration of your employees while en-
will not enforce our right against the person or gaged in the work described in the Schedule,
organization named in the Schedule. (This agreement
applies only to the extent that you perform work The additional premium for this endorsement shall be
under a written contract that requires you to obtain the percentage, as shown in the Schedule applicable
this agreement from us.) to this endorsement, of the California workers'
compensation premium otherwise due on such
remuneration.
nurhorized Representative
WC040306
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1. Name of Entity
2. Address of Entity (Principal Place of Business)
3. Local or California Address (if different than #2)
4. State where Entity is Registered with Secretary of State
If other than California, is the Entity also registered in California? Yes No
5. Type of Entity
Corporation Limited Liability Company Partnership Trust Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please
specify) Note: If any response is not a natural person, please identify all officers,
directors, members, managers and other fiduciaries for the member, manager, trust,
or other entity
________________________ Officer Director Member Manager
[name] General Partner Limited Partner
Other ___________________________
_______________________________ Officer Director Member Manager
[name] General Partner Limited Partner
Other __________________________
________________________________ Officer Director Member Manager
[name] General Partner Limited Partner
Other __________________________
xx
xx
Matt Torre
Jay Takacs
x
CA
6085 State Farm Drive, #130 | Rohnert Park, CA 94928
15000 Inc.
DocuSign Envelope ID: FD42F081-4B47-4A93-9DBB-2DC12B0EF880
7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity
EXAMPLE
JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity and
name of entity]
A.
[name of owner/investor]
[percentage of beneficial interest in entity and
name of entity]
B.
[name of owner/investor]
[percentage of beneficial interest in entity and
name of entity]
C.
[name of owner/investor]
[percentage of beneficial interest in entity and
name of entity]
D.
[name of owner/investor]
[percentage of beneficial interest in entity and
name of entity]
E.
[name of owner/investor]
[percentage of beneficial interest in entity
and name of entity]
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF
CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Title
Date
Jay Takacs, CEO
4/12/2023
40%
60%
Matt Torre
Jay Takacs
DocuSign Envelope ID: FD42F081-4B47-4A93-9DBB-2DC12B0EF880