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HomeMy WebLinkAboutA7030 - ACC CONSULTING LLC - PROVIDE FAA REQ'D COMPLIANCE REPORTS AND REVIEW GRANT AND CONCESSION REQUIREMENTS CONSULTING SERVICES AGREEMENT ACC Airport Consulting LLC THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on August 21, 2019, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and ACC Consulting LLC, a California Limited Liability Corporation, ("Consultant"). City and Consultant are individually referred to as"Party" and are collectively referred to as the"Parties". RECITALS A. City requires the services of a Disadvantaged Business Enterprise (DBE) Consultant, for assistance in preparation of uniform reporting, airport concession disadvantaged business enterprise report preparation and review of upcoming contract requirements, ("Project"). B. Consultant has submitted to City a proposal to provide DBE, ACDBE, RFP compliance review, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide DBE and ACDBE, 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. Consultant 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. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant 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 Revised:1/31/18 720599.1 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIlVIE FOR COMPLETION The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant 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 Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant 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 $7,500.00. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant 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 Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant'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 Consultant's profession. 3.4 Annronriations. 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. 2 Revised:1/31/18 720599.1 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force 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 Consultant, if Consultant 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 Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 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 12 months, commencing on August 21, 2019, and ending on August 31, 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 Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Cindy Olivares (name), Managing Member (title). 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 Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant 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"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any 3 Revised:1/31/18 720599.1 decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Indenendent Consultant. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent Consultant of City and shall not be an employee of City and shall remain at all times as to City a wholly independent Consultant with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant 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. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant 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 Consultant by providing written notice to Consultant. Name: Title: Cindy Olivares Managing Member, ACC LLC 4584 Vista Del Valle Dr. Moorpark, CA. 93021 (818)398-5908 6. INSURANCE Consultant 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, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for 4 Revised:1131/18 720599.1 damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 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 Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant'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 project 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 (Consultant'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 Consultant, its agents, employees, or subConsultants, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant'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 Consultant shall require all non-design-professional sub-Consultants, used or sub-contracted by Consultant 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, Consultant shall require all non- design-professional sub-Consultants, used or sub-contracted by Consultant 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. Consultant 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. 5 Revised:1/31/18 720599.1 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant 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. Consultant may retain copies of such documents for Consultant's own use. Consultant 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 Consultant 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. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant 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 Consultant 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. 6 Revised:1/31/18 720599.1 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 Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Ri2hts 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-DISCRE IINATION 10.1 Non-Liability of City Officers and Emulovees. No officer or employee of City shall be personally liable to the Consultant, 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 Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third parry any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin(i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, 7 Revised:1/31/18 720599.1 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 parry desires, or is required to give to the other parry or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Cindy Olivares Managing Member, ACC LLC 4584 Vista Del Valle Dr. Moorpark, CA. 93021 (818)398-5908 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. 8 Revised:1/31/18 720599.1 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Parry acknowledges and agrees that such Party is bound, for purposes of this Agreement,by the same. 11.8 Authoriii. 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 Date: T B . David H. Ready,PhD City Manager APPROVED AS TO FORM: ATTEST By: (1 / By: J AfreyS. B al I i ngef, ony Me' a City Attorney City Clerk "CONSULTANT" ACC Consulting,LLC Date: By : (name) �� c, �-, O� �'ckccS r (president) Date: See attached APPR0W BY CRY MANNER California Acknowledgment 0 9 Revised:1/31118 720599.1 C`AL�FORM�A ALL- PURPOSE CSC hl IM C,n TE la G. , t CK OWL D GMENTi 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 Ve I D �� } On ���d dl�before me, I��I �(/1 ��w�►n N0U�7 f (Here Insert name and fide of the officer) personally appeared C f n U �I 0 VG re,S , who proved to me on the basis of satisfactory evidence to be the person(s)who name is subscribed to the within instrument and acknowledged to me that'-= he 'hl&y executed the same in ' he 1Nr authorized capacity(IN, and that'by he ftair signature( on the instrument the person(,�Y);,or the entity upon behalf of which the personN acted, executed the instrument. t I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. BRIAN COWAN WITNESS my hand and official seal. p COMM. #2135428 z _ Notary Public•California ` z Ventura County Comm.E P! res Dec.26,2019 Notary Public Signature (Notary Public Seal) L;1DD➢T➢ONAL� ®PT➢0G�IAC� ➢f�G�®G3fi illl�`�➢®f� IlVSTRUCTIONSFORCOADLETINGTEHSFORM Thisform complies with current California statutes regarding notary wording and, DESCRIPTION OF THE ATTACHED DOCUMENT f needed,should be completed and attached to the document.Acknowledgments from other states may be completed for docwnents being sent to that state so long cca Set 4m) 'S"ewCes as the wording does not require the California notary to violate.California notary law. (Tal or description of attached document) o State and County information must be the State and County where the document 1 C sigaer(s)personally appearedbefore the notarypublic for acknowledgment. o Date of notarization must be the date that the signer(s)persondAy appeared which (Title-or description of attached document continued) must also be the same date the acknowledgment is completed. The notary public must print his or her name as it appears within his or her Number of Pages Document Date commission followed by a comma and then your title(notary public). o Print the name(s) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER o Indicate the correct singular or plural forms by crossing off incorrect forms(i.e. he/she/the3;-is/aFe)or circling the correct forms.Failure to correctly indicate this ❑ Individual (s) information may lead to rejection of document recording. ❑ Corporate Officer a The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines.If seal impression smudges,re-seal if a (Title) sufficient area permits,otherwise complete a different acknowledgment ❑ Partner(s) a 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 ❑ Trustee(s) acknowledgment is not misused or attached to a different document. Other Indicate title or type of attached document,number ofpages and date. ❑ Indicate the capacity claimed by the signer.If the claimed capacity is a corporate officer,indicate the title(i.e.CEO,CFO,Secretary). 2015 Version mvw.NoiaryClasses.com 800-873-9865 a Securely attach this document to the signed document with a staple. EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 11 Revised:1/31/18 720599.1 Mark Juch- Consuiting,uc June 24,201E Page 1 of 1 June 24,2019 Mark Jucht Airport Administration Manager Palm Springs International Airport Via Email: Mark.Jucht(a-palmspringsca.4ov Dear Mark, The following are tasks and reports are anticipated for the next fiscal year. Please note that the Long -Term Exclusive Report and Contract and RFP Language are carried over from the last fiscal year. The required reports and updates for this year will not exceed$7,500. Scope and Costs Prepare Uniform Report of ACDBE Participation - Gather information, prepare report and submit to Not to exceed$2,000 FAA System due March 1,2020 Long Term Exclusive Report—Assist staff in the preparation of justification and checklist for FAA Not to exceed$3,000 approval Contract and RFP Language—Prepare any Not to exceed$500 updated FAA required language for new RFP's. Uniform Report of DBE Commitments/Awards and Payments-Gather information, prepare report Not to exceed$2,000 and submit the FAA system(due December 1,2019) Please feel free to call if you have any questions or need additional information. Total Cost$7,500 Sincerely, Cindy Olivares Managing Member ACC Consulting,LLC 4584 Vista Del Valle Dr_ Moorpark,CA.93021 (818)398-5908 12 Revised:1131118 720599.1 DATE(MMIDDIYYYY) A�V CERTIFICATE OF LIABILITY INSURANCE 08/07/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Tony Shaifer NAME: Fountainhead Insurance Services,Inc. (PA Ext: (818)757-3334 No): (818)757-3339 23945 Calabasas Rd.,Suite 119 E-MAIL-ADDRESS. y�ton fountainheadins.com INSURER(S)AFFORDING COVERAGE NAIC# Calabasas CA 91302 INSURERA: Continental Casualty Company 20443 INSURED INSURER B: United States Liability Insurance Company 25895 ACC Consulting LLC INSURER c: Sequoia Insurance Company 22985 4584 Vista Del Valle Drive INSURER D: INSURER E: Moorpark CA 93021 INSURERF: COVERAGES CERTIFICATE NUMBER: CL198701568 REVISION NUMBER: THIS IS TO CERTIFYTHAT 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYYY MMIDD X COMMERCIAL GENERALLIABIUTY EACH OCCURRENCE $ 1,000,000 �/ DAMAGE TO RENTED 300,000 /I CLAIMS-MADE OCCUR PREMISES Ea occurrence $ MED EXP(Any one person) $ 5,000 A Y 6025039170 11/28/2018 11/28/2019 PERSONAL BADVINJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY❑JEa LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COEaMBIN accidentED SINGLE LIMIT 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED 6025039170 11/28/2018 11/28/2019 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED IX NOWOWNED PROPERTYaccidentDAMAGE $ X AUTOS ONLY AUTOS ONLY Per $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR I CLAIMS-MADE AGGREGATE S DED I I RETENTION$ $ WORKERS COMPENSATION X PSEiATUTE �RTH- AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 C OFFICER/MEMBEREXCLUDED? NIA QWC1078182 01/31/2019 01/31/2020 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Professional Liability B SP1569832 12/20/2018 12/20l2019 Per Claim Limit $1,000,000 Annual Aggregate Limit $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) The City of Palm Springs,its officicals,employees and agents are named as Additional Insured as respects to any and all contracted work performed with the city. This insurance is primary and non-contributory over any insurance the City may have for any and all work performed with the City. 30 day notice of cancellation applies,except 10 days for the non-payment of premium. Waiver of Subrogation is applicable to the Workers Compensation insurance as per endorsement WC 04 03 06. CERTIFICATE HOLDER 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. 3200 E.Tahqu(tz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs CA 92262 A —r,. ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD CAM s(Ed. 6 16) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1. Primary—Noncontributory provision 2. Definition of'`viiritten contract." ll. Liability Extension Coverages A. Bodily Iniury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Legal Liability—Damage to Premises E. Personal and Advertising Injury—Discrimination or Humiliation F. Personal.and Advertising Injury—Broadened Eviction G. Waiver of Subrogation -Blanket 0 0 I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED.—BLANKET VENDORS s Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a ''written contract'to provide insurance, but only with respect to "bodily injury"or"property damage" arising out of"your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury"or"property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a.contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; i� i= b. Any_express warranty unauthorized by you; c. Any physical or.chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; O SB146932F(6-16) Page 1 of 7 Copyright,CNA Al Rights Reserved. CNA s(Ed. 6--16) e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which,after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor, or h. "Bodily injury' or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. orf.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, inconnection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision. 2. does not apply if "bodily injury" or "property damage" included within the "products- completed_operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through .3J. below whom you are required to add as an additional insured on this policy under a"written contract.": 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such"written contract"; b. Coverage broader than required by such "written contract'and in no event greater than that described by the applicable paragraph a.through k below;or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph.3J. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or or with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organizations financial control of you; or (2) Premises such person or-organization owns, maintains or controls while you lease or occupy these premises; - provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. SB146932F(6-16) Page 2 of 7 Copyright,CNA AI Rights Reserved. CNA80103XX CAM (09-14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H.Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. CNA80103XX(09-14) Page 1 of 1 Copyright,CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission WORKERS'COMPENSATION AND EMPLOYERS LIABILITY INSURANCE,-POLICY- -WC 04 03 06 (Ed.0444) WAIVER.:Of:O.UR RIGHT To RECOVER FROM OTHERS'.ENDORSEMENT=.CALIFORNIA We have the right T6'tecover our payments from anyone liable For,an injury covered by this`policy.We_will Not enforce our right :against the person Or:organization:named Inthe Schedule. (This agreement applies only To the extent that you perform work. under a written contract that requires.you To obtai'n'this agreement from us.) You must maintain payroll records accurately segregating the-remuneraiion Of your.employees While-engaged In the work -described In the Schedule.. The additional premium For this endorsement shall be'5%o Of the California workers'-compensation premium otherwise due,on. such remuneration. Schedule Person:or Organization Job Description Any person or organization-'as required by written contract. This endorsement changes the policyto which.it is attached and is.;effective on,the date issued.unless otherwise stated. (The information-below-is required only when this endorsement;is=issued subsequent:to preparation of the policy.) Endorsement Effective 1/2912019 Policy No. QWC1078182 Endorsement No: 1 Insured ACC Consulting,LLC Premium,S ;500 Insurance Company. Sequoia Insurance Company Countersigned,by. WC 04 03 06 (Ed.-04-84) CONTRACT SERVICES AGREEMENT Airport Concession and Disadvantaged Business Enterprise—ACC,Inc. THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered into on August 15, 2018, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and ACC, Inc, 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 Disadvantaged Business Enterprise (DBE) Consultant, for assistance in preparation of uniform reporting and triennial goals for airport Improvement Projects and ACDBE Federal compliance reporting, ("Project"). B. Contractor has submitted to City a proposal to provide DBE, Airport Concession (ACDBE), Small Business Enterprise goals, and RFP compliance for upcoming concession programs,to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. 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 DBE and ADBE, 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 lawful 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. ORIGINAL BID 720599.1 1 ANDIOR AGREEMENT Revised:1/31/18 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." 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$20,000.00. 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. 2 Revised:1/31/18 720599.1 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit"A",not to exceed October 31, 2019. Any time period extension must be approved in writing by the Contract Officer. 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 15 months, commencing on August 15, 2019, and ending on October 31, 2019, 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: Joan Woods (name), President (title). 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 3 Revised:1/31/18 720599.1 decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. 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: Joan Woods President,ACC,Inc. 21243 Ventura Boulevard, Suite 235 Woodland Hills, CA 91364 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 4 Revised:1/31/18 720599.1 damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by 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, 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 project 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. 5 Revised:1/31/18 720599.1 1 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 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. 6 Revised:1/31/18 720599.1 1 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either parry 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 parry. 9.5 Legal Action. In addition to any other rights or remedies, either parry 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 further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, 7 Revised:1/31/1 S 720599.1 including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either parry 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 Cc Airport Director, 3400 Tahquitz To Contractor: Joan Woods, President ACC, Inc. 21243 Ventura Boulevard, Suite 235 Woodland Hills CA 91364 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. 8 Revised:1/31118 720599.1 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges.and agrees that such Party is bound, for purposes of this Agreement,by the.same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: - T -' / By: _ David H. Ready,PhD APPROVED BY MY MANAGER City Manager APPROVED AS TO FORM: ATTEST Beir, By Edward Z. Kotkin, Anthon is City Attorney City Clerk "CONTRACTOR" ACC,Inc. Date: By . Jo o2 of ods (president) Date: 2 K me) (secretar ) 9 Revised:1/31/18 720599.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Cnf1L CODE§118e A razy public or odher dicer oanpieting this catTk=9 v9rm9e3 onk the fdwz:y of the individual who saved ft do uiinwa to which this ositii5cate is attached,and not the trrdMnw--aoamcr;or validay of that d=armt 'we of California ) two S N e�tS County of ) on— 2 l before rune, Asti Here Innert fdsme and Tiffe of the Officer 1e ly appeared Tot-rj W0,7-9 t a4c? CrN Oy oQ v,4& lName(h)of S`9irw1b) who proved to me an the basis of satisfactory evidence to be the pemon(3)whose nane(3)Haan cubccribed to the within instrument and acknowledged to me ftd he oha/3hey executed the same in hrJhedUleir aufflhorized cap*soi ien),and that by 6i 13heir zignahrre()on the instrument the pemo*-). or the entity upon behalf of which the perion(3)acted.executed the instrument I certify under PENALTY OF PERJURY underthe bwa of the State of California that the foregoing pal3graph JOSHUA J WOODS is true and correct. Commission No. 2191178 my t and official= - NO+ARY PUBLIC-CALIFORNIA / Z LOS APfGELES COUNTY l :dgnatus 'f �••'' My Comm Exprtes APRIL 11 2021 fB Of fitDtar�Plll?d*C Place,A€ofary Seal Above OFJ1Q., - Though this section is optional.Completing 92b infoms3tion can deter afferation of the document or fraudulent reaffschrnenf of thi form to an uninfsnded dacramenL Description of Attached Document Ti fe or Type of Document: Document Cate Number of Pages: Signar(a)Other Than Named Above. Capacity iea)Claimed by Signer(s) Vgner 3 Name- Signer 3 Name-- ❑Corporate Officer—TdBe(y ❑Cogxxmis Officer—Tdl a(s)- ❑Partner— ❑Limited ❑General ❑Partner— ❑Limited ❑Cienend ❑tndvvid" ❑Atfomey in Fact ❑Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trusfee ❑Guanfim or Conservator ❑Other. ❑Other_ Signer Is Repriezemting: Signer 13 Representing: 1014 t4ationai Notary Amoc"idio r-www.Ndimadolwy org•14W-US NOTARY(t-80M7d-8327) Item#5W 10 Revised:1/31/18 720599.1 EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 11 Revised:1/31/18 720599.1 July 31, 201✓ - Mark Jucht r&ACSDBZ Airport Administration Manager Inc. Palm Springs International Airport Consultani Via Email: Mark.Jucht(Dpalmsr)hn4sca.aov Hello Mark, Task and reports that are required by FAA between September 1, 2018 and October 30, 2019. The cost is higher than the past due to the new goals and methodology for the concession and car rental goals and the Long Term Exclusive Report. The required reports and updates for this year will not exceed $20,000. Please let me know if you need additional information. Scope and Costs Task _ n, 0 ViVot,to�Exceetl ACDBE Program - Update the ACDBE Program Plan to include change Not to exceed $3,000 in regulation and current PSIA staff. I Triennial ACDBE Goal Setting FY 2019-2021- Update Overall ACDBE Non-Car rental and Car Rental Goals for all concessions. Includes Not to exceed $9,500 discussions with Stakeholders and follow-up coordination with FAA. Prepare Uniform Report of ACDBE Participation - Gather information, prepare report and submit to Not to exceed $2,000 FAA System (due March 1, 2019) Long Term Exclusive Report--Assist staff in the preparation of justification and checklist for FAA Not to exceed $3,000 approval Contract and RFP Language— Prepare any updated Not to exceed $500 FAA required language for new RFP's. Uniform Report of DBE Commitments/Awards and Payments-Gather information, prepare report Not to exceed $2,000 and submit the FAA system (due December 1, 2018) Please feel free to call if you have any questions or need additional information. ( ncerely. r-s�� Joe Dods Pres dent Airport Concession Consultants, Inc ACC, Inc. 21243 Ventura Boulevard,V-35 Woodland Hills, CA 91364 1 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, 12 Revised:1/31/18 720599.1 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scone 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. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required X is not required; 3. 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 contribution it .may have against City, its elected officials, officers, employees, agents, and volunteers. 13 Revised:1/31/18 720599.1 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 Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: - 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. " or 'for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 14 Revised:1/31/18 720599.1 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 15 Revised:1/31/18 720599.1 CONSULTING SERVICES AGREEMENT AIRPORT DBE CONSULTING AIRPORT CONCESSION CONSULTANTS INC. THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on September 19, 2017, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Airport Concession Consultants Inc., a California Corporation, ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a Disadvantaged Business Enterprise (DBE) Consultant, for assistance in the preparation of uniform reporting and triennial goals for airport Improvement Projects ("Project") in accordance with 49 CFR Part 26. B. Consultant has submitted to City a proposal to provide DBE, Airport Concession i DBE and Small Business Enterprise goals and reporting to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. .In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide DBE consulting 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. Consultant 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. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant 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. ORIGINALBID 720599.1 1 AND/OR AGREEMENT Revised:4/27/17 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services. to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant 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 Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the parry responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant 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 $4,900.00. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant 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 Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant'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 Consultant'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. 2 Revised:4127/17 720599.1 4.2 Schedule of Performance. All.services rendered under this Agreement shall be performed under the agreed upon.schedule of performance set forth in Exhibit "A. Any time period extension must be approved in writing by the Contract Officer. 4.3 Force 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 Consultant, if Consultant 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 Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 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 10 months, commencing on September 19, 2017, and ending on June 30, 2018, 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 Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause, upon thirty(30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Joan Woods, 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 Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant 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"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any 3 Revised:4/27117 720599.1 decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval.of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any'interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant 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 Consultant's work product, result, and advice. Consultant 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. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant 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 Consultant by providing written notice to Consultant. Name: Title: Joan Woods President Cindy Olivares Vice President& Secretary 6. INSURANCE Consultant 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, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments,. arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to 4 Revised:4/27/17 720599.1 Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 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 Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant'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 project 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 (Consultant'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 Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant'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 Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant 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, Consultant shall require all non- design-professional sub-contractors, used or sub-contracted by Consultant 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. Consultant 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. 5 Revised:4/27/17 720599.1 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant 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. Consultant may retain copies of such documents for Consultant's own use. Consultant 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 Consultant 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. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant 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 Consultant 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 parry, 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. 6 Revised:4/27/17 720599.1 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 Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other parry. 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 Consultant, 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 Consultant 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. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, gender expression, national origin, physical or mental disability, medical condition, or ancestry. Consultant shall otherwise fully comply with the provisions of Palm Springs Municipal Code Section 7.09.040 relating to non- discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 - Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing 7 Revised:4/27/17 720599.1 if mailed as provided in this Section. Either party may change its address by notifying the other parry 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 Consultant: Joan Woods, President 21243 Ventura Boulevard, 4235 Woodland Hills, CA 91364 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 8 Revised:4/27/17 720599.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs ,Date: 10�3��1� B David H. Ready, PhD City Manager Z� APPROVED BY CI]Y MANAGER APPROVED AS TO FORM: ATTEST ` By: By: Edward Z. Kotkin Kat een D. Hart, MMC City Attorney Interim City Clerk "CONSULTANT" Airport Concession onsultants Joan Woo Date: / 7 By Joan ods residentY' Date: Cindy Oliv res (secretary); Not To Exceed Without The Express W Authorization Of The City Manager. 9 Revised:4/27117 720599.1 CALIFORNIA ALLrPIJRFOSE ACKNOWLEDGMENT CW CODE§1189 9F �' "A�QC RAC R'A^.t' �`d' I-+y+V+yi+�hb/Ys�'••••,•••••"`#L:G R�R A^.C°.r d• J n.+y^e M/m11b✓YAa�°4=aRt�M%M A nawy public or other offm coIrp9e M this cerifirae verifies flue ida=y of the iirxhkkal who sfgwd 1t doc umrem to which this certificate®attached°and rwt tltg tmtIldnem acauscy,orvg6dRy of that docrmmL Sta6e of Callorr is } T.- woo 05 O 9 6 before me. ra Herb im wt None and Trite of the Clffiber penranalfy appeared 6,411 Woo'D t aii j C t w P x d u VA rLC—S vAW Prayed to me an the basis of ealrsFac lary evidierwe to be Ow peaaoat(s)whoee name(4 istwo subarm'hed to the wfthun inshument and acl wWodged to mmethat he/aheillhey aimcuted the samo fi h®lherf1hew authorized aapacdy(=e arrdthat by hmft Atheh aignabure(s)an the insbument the person(s)° or•the enfity upon behalF of which the peraw(s)acted,executed the inatrument_ 1 cerUry under PENALTY OF PERJURY under flea taws of the Stafe of OaGfomia that the foregoing paragraph is true and marred_ �:�••••••••`•••••••••••• 'Filmy hand and official seal. JOSHUA J. WOODS 1 Commission No. 21911784or4l%A 4 ' Si nature Z "` . NOTARY PUBLIC-CALIFORNIA �" LOS ANGELES COUNIY 3ignstrrre of fUo�ry Publrc My Comm Expires APRIL 11,2021 Place AkftW SeafAboye OPHONAL 7ha qpf fib aecfian is apfi®aal°completing this ir>€mofian can deter alfefift i of the doorrmamt or fraudrlont reeffach"wrrt of this form to an amirdarxW rbcrnmemt oe!sariptEorn of Docti,ea a(r�M j'NJ Trt1e or Type of Docmneart: r Document Date-- Number of Pages: Signer(s)Otter Than Named Above- capacity0es}Cla" F(e) N Y O Ll Vi4"J Signers Name aO AN W0091 Signers Plame_ officer—TMe@ _ E X41 ogxwz[9 Officer—Tfile@*. ❑Partner— ❑L€mited .❑Goneral ❑Partner— ❑limited Cl General ❑Individual ❑Atforney in Fad ❑Individual ❑Attorney hn Fad ❑Tnufte ❑G1ardan or Conservator ❑Tnurtes ❑Guardian or Conservator ❑Other. ❑Other Signer Ia Representing: Arc Signer Is Represenfstg: Wol4 National Nagy AssocWBm•ww w.NsbmaNDbry-erg`1-810-1i8 tiDTARY(1-BO 4754M7) &M#5= 10 Revised:4/27/17 720599.1 EXHIBIT "A"' August 11, 2017 Mark Jucht Airport.Administration Manager Palm Springs International Airport aoc oc 3400 E: Tahquitz Canyon Way, Suite OFC Palm Springs,.CA 92262 AIRPORT CONCESSION CONIIIUANTS Dear Mark, Task-and-fepor-I;s-that are-required-by-F-AA-between-September-I-20a 7-and October 30, 2018. To perform the basic required reports and updates will not exceed $5,000 at this time. Please let me know if you need additional information. Scope Item Fee Base Uniform Report of DBE Commitments/Awards and $200 per hour, not to exceed Payments (due December 1, $1,000 2017). Prepare Triennial DBE Goals (due $200 per hour, not to exceed September 30, 2017) $2,500 Misc. ACDBE/DBE Consulting $200 per hour, not to exceed $400. Prepare Uniform Report of ACDBE $200 per hour, not to exceed Participation (due March 1, 2018) $1,000 Estimated total $4,900.00 ACC's fee structure is based on Job Classification, Hours, and Hourly Rates plus travel-related and other reasonable project-direct expenses. Hourly rates by job classification are as follows: POSITION RATE/HOUR Principal $200.00 Project Manager $200.00 - Clerical Support $ 50.00 ncerely, Joan nods Pres dent Airport Concession Consultants, Inc. Airport Concession Consultants (818) 888-4634 21243 Ventura Boulevard, #235 (818) 888-0140-FAX Woodland Hills, CA 91364 accinc@sbcglobal.net EXHIBIT 'GD 9 DATE(MM/DDNYYY) AC40RV® CERTIFICATE OF LIABILITY INSURANCE 9i7i2017 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 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 Ton Shaffer NAME: Y Fountainhead Insurance Services, Inc. PHONE (818)757-3334 AX Na,(818)757-3339 23945 Calabasas Rd. , Suite 119 p DD RIESS:tony@fountainheadins.com INSURERS AFFORDING COVERAGE NAIC# Calabasas CA 91302 INSURER A:Travelers Property & Casualty Co. 25674 INSURED INSURERB:United States Liability Ins. Co. 25895 Airport Concession Consultants, Inc. INSURERC: 21243 Ventura Blvd., Suite 235 INSURERD: INSURER E: Woodland Hills, CA 91364 INSURERF: COVERAGES CERTIFICATE NUMBER:CL179700450 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MMIDDY EFF MMIDD/EXP LIMITS LTR X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS MADE OCCUR DAMAGE TO RENTED 100,000 PRE MIS Ea occurrence $ X I6B03463R3921642 6/28/2017 6/28/2018 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 R POLICY❑JECT PRO- ❑LOC PRODUCTS-COMP/OP AGG $ 2,000,000 JE OTHER: OTHER $ AUTOMOBILE LIABILITY EO aBcl d.n SINGLE LIMIT $ $1,000,000 AIANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED I6803463R3921642 6/28/2017 6/28/ O18 BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIREDAUTOS % AUTOS Peraccident $ $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N SPTER ERH ANY PROPRIETOR/PARTNER/EXECUTIVE NIA A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT L$ B Professional Liability SP1557330C 9/1/2017 9/1/2018 Per Claim Limit: $1,000,000 Aggregate Limit: $1.000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) The City of Palm Springs, its officials, employees, and agents are named as an additional insured as respects for any and all contracted work performed with the city. This insurance is prime ray and non-contributory over any insurance or self-insurance the City may have for any and all work performed with the City. 30 Day Notice of Cancellation applies, except 10 Days for the Non-Payment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Springs THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3200 E. Tahquitz Canyon Way ACCORDANCE WITH THE POLICY PROVISIONS. Palm Springs, CA 92262 AUTHORIZED REPRESENTATIVE Tony Shaffer/TS ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025 0014011 COMMERCIAL GENERAL LIABILITY ISSUE POLICY NUMBER: 16803463R3921642 DATE: September 7,2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (CONTRAGTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSONS)OR ORGANIZATION($): The City of Palm Springs_,_its Officials--Employees-andAgents--- -- PROJECT/LOCATION OF COVERED OPERATIONS: As respects for any and all contracted work performed with the City 1. wH0 IS AN. INSURED - (Section 11) is amended to include the b) The insurance provided to the additional insured does person or organization shown in the Schedule above,but not apply to "bodily injury", "property damage" or "personal injury" arising out of the rendering of, or a) Only with respect to liability for "bodily injury", "property failure to render, any professional architectural, damage"or"personal injury';and. engineering or surveying services,including: b) If, and only to the extent that, the injury or damage is caused L The preparing, approving, or failing to by acts.or omissions of you or your subcontractor in the prepare or approve, maps, shop drawings, performance of "your work" on or for the project, or at the opinions, reports, surveys, field orders or change location, shown in the Schedule. The person or organization orders, or the preparing, approving, or failing to does not qualify as an additional insured with respect to the prepare or approve, drawings and specifications; independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this Ii. Supervisory, inspection, architectural or endorsement is limited as follows: engineering activities. provided to the additional insured does a) In the event that the Limits of Insurance of this Coverage c) The insurance not apply to "bodily injury" or "property damage" Part shown in the.Declarations exceed the limits of liability required by a "written contract requiring insurance" for that caused by "your work" and included in the"products- additional insured, the insurance provided to the additional completed operations hazard" unless a "written contract requiring insurance" specifically requires you insured shall be limited to the limits of liability required by to provide such coverage for that additional insured, that"written contract requiring insurance".This endorsement and then the insurance provided to. the additional shall not increase the limits of insurance described in Section insured applies only to such"bodily injury or'property III-Limits Of Insurance. damage" that occurs before the end of the period of time for which the "written contract requiring insur- ance"requires you to provide such coverage CG D2 47 08 05 ©2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY .or the end of the policy period,whicheveris earlier. 3. The insurance provided to.the additional insured by this. The additional insured must see to it that we endorsement is excess over any valid and collectible receive written notice of the claim or "suit" as "other'insurance", .whether primary, excess, contingent or soon as practicable. on any other basis, that is available to the additional insured for a loss we cover under this endorsement. c) The additional insured must immediately send us However, "if a."written contract. requiring .insurance" for copies of all legal papers received in connection that. additional insured -specifically requires that this with the claim or suit cooperate with us in the insurance apply on a primary basis or a primary and non- investigation .or settlement of the claim or contributory basis, this insurance is primary to "other defense against the"suit", and otherwise comply insurance" available to the additional insured which with.all policy conditions. covers that,person or organization as a named insured for such loss, and we will not .share with that "other d) The additional insured must tender the defense insurance",. But the insurance.provided to the additional and. indemnity of :any claim or "suit" to any insured by this endorsement still is excess over any valid provider of "other insurance" which would cover and collectible 'other insurance', whether primary, the additional insured for a loss we cover under excess, contingent or on any other basis,-that is available this endorsement. However, this condition does to'the additional'insured-when that person or organization not.affect whether the insurance provided to the is an additional insured under such"other insurance". additional insured by this endorsement is primary 4. As a condition of coverage provided to the additional to "other insurance" available to the additional insured by:this endorsement: insured which.covers that person or organization a) The additional insured must give us written notice as as a named insured as described in paragraph 3. soon as practicable of an "occurrence" or an offense above. which may result in a claim. To the extent possible, such notice should include: 5. The following definition is added to SECTION V. - L How,,when and where the"occurrence" DEFINITIONS: or offense took place; "Written contract requiring insurance" means that part of any written contract or agreement ii.The names and addresses of any injured persons under which Iyou are required to include a and witnesses;and person or organization.as an additional insured on this Coverage Part, provided that the"bodily III.The nature and location of any injury or injury" and "property damage" occurs and the damage arising out of the "occurrence"or offense. "personal injury" is caused by an offense committed. b) If a claim is made or "suit" is brought against the additional insured,the additional insured must: a. After the signing and execution of the I. Immediately record the specifics of the .claim or "suit"' contract or agreement by you. and the date received; and b. While that part of the contract or agreement is in effect; and ii. Notify us as soon as practicable. c. Before the end of the.policy period. f CG D2 47 08 06 ©2005 The St. Paul Travelers Companies, Inc. Page 2 of 2 r COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: / COMMERCIAL GENERAL LIABILITY COVERAGE PART 1� PROVISIONS b. The"personal injury"or"advertising injury"for COMMERCIAL GENERAL LIABILITY CONDITIONS which coverage is sought arises out of an of- (Section IV), Paragraph 4. (Other Insurance), is fense committed amended as follows: subsequent to the signing and execution of that 1. The following is added to Paragraph a. Primary contract or agreement by you. Insurance: 2. The first Subparagraph (2) of Paragraph b. Ex- However,if you specifically agree in a written con- cess Insurance regarding any other primary in- tract or written agreement that the insurance pro- surance available to you.is deleted. vided to an additional insured under this .3. The following is added to Paragraph b. Excess Coverage:Part must apply on a primary basis,'or Insurance, as an additional subparagraph under a primary and non-contributory basis, thiss insu- Subparagraph(1): price is primary to other insurance that is avail- That is available to the insured when the insured able to such additional insured'which covers such is added as an additional insured under any other additional insured as :a named insured, and we policy, including any umbrella or excess policy. will.not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs;and CG D0 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc.All rights reserved. Page 1 of 1 Certificate of - e efrom, • - • • - e. TO: City of Palr., Springs . ATTN:, . City Clerk and Risk Manager SUBJECT.- Sole Proprietor/Partnership/Closely Held Corporation with No Employees Please let this memorandum notify the City of Palm Springs_that I am a ❑ sole proprietor. ❑ partnership closely held corporation and do- not have any employees whose employment requires me to carry workers' compensation insurance. Therefore, I do -not carry workers' compensation insurance coverage. I further warrant that I understand the requirements of Section 3700., et seq., of the California Labor Code .with respect to providing Workers' Compensation coverage for any- employees., I .agree to comply with the code .requirements and all .other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA and tax-withholding and similar employment issues. I further agree to hold the City of Palm Springs harmless from loss or liability which may.arise from the.failure to comply with.anysuchaws or regulations. Risk M ge ent Ap val: Contractor Signature Printed Name of Contractor 1 .5 Date. Date