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HomeMy WebLinkAboutA7157 - LIBRARY STRATEGIES - CONSULTING SVCS AMENDMENT NO.2 To Consulting Services Agreement for Library Strategic Planning Services (Agreement No.A7157) This SECOND AMENDMENT to the Consulting Services Agreement No. A7157 is made and entered into this day of —bj�fL, 2019, by and between the City of Palm Springs, California, a California Charter City(hereinafter referred to as the City), and Library Strategies Consulting Group, Inc., (herein referred to as the Consultant) collectively , the"Parties". RECITALS A. City and Consultant previously entered into a Consulting Services Agreement ("Agreement") on June 20, 2018 for professional Library strategic planning consultation services ("the Project") for a term of nine months, commencing on July 31, 2018 and ending on May 1, 2019 in the amount of$37,000. B. Section 3.3 "Changes" allows for additional services not included in the original contract to be added to the agreement via a written Amendment. C. Section 4.4 "Term" allows for the term of the Agreement to be extended by the mutual written agreement of the Parties. D. The City and Consultant desire to amend the Agreement(Amendment 2)to add additional"Phase 1 of Building Project: Pre-Planning services"as more fully described in the consultant's proposal attached as Exhibit A for an additional cost not-to-exceed $39,000, and a revised total contract amount not-to- exceed $99,500; and to extend the term of the agreement to April 1, 2020. NOW THEREFORE, in consideration of these promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1). SECTION 1.1 "Scope of Services" is hereby amended.to the following: Consultant shall provide "Pre-Planning Services for the Building Project— Phase 1 only" under this Amendment as more fully described in Exhibit A. 2). SECTION 3.1 "Compensation of Consultant" is hereby amended to the following: 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 $99,500. 3). SECTION 4.4"Term" is hereby amended to the following: Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement that commenced on July 31, 2018 shall continue in full force and effect until April 1, 2020, unless extended by mutual written agreement of the parties. ATTACHMENT 2 4). Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement, All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment'shall in all respects govern and control. 5). Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs,A Municipal Corporation ATTEST L By: By: (Arifhony J. jia, Cit David H. Ready, City Ma APPROVED AS TO FORM: J rey tall ing , City Attorn y "CONSULTANT" Library Strategies Consulting Group, Inc. Date: By: eth Burns Principal/President APPROVED BY Cirt COUNC!L ATTACHMENT 2 Exhibit "A" LIBRARY STRATEGIES A(QuoUrikupofikaPr ghof&SantPWWtt&m A Proposal to the Board of Trustees of the Palm Springs Public Library Presented by Library Strategies September 10, 2019 UPDATE Some of the work originally described in this proposal needed to be done before the City Council could approve this proposal so a Bridge Contract was entered into between the City and Library Strategies on August 19, 2019. This proposal includes a revised scope of services and a revised budget. BACKGROUND The recent comprehensive strategic planning process presented a mandate to the City to build a new library building that would be a "premiere information, archival and cultural institution" that reflects the architectural brand of the current library building. Library Strategies is proposing to support the Palm Springs Public Library as it plans for a new library building (Note: "New" may include the option of renovating the current building). In this proposal, we are outlining a process to establish the foundation and framework of the building project. Building a new library is a multifaceted, multi-phased project involving many stakeholders and a process that must be designed and implemented in the appropriate order, with ATTACHMENT 2 foundational guidelines to ensure that the end product truly reflects and meets the community's needs. This proposal addresses Phase 1 of the building project: Pre-Planning. Library Strategies is proposing to facilitate a process that will include the following steps 1. Establish the guiding principles that will define the new library — its site, architecture, environment and program. This work was included in the bridge letter agreement. 2. Facilitate the wont of the Building Committee, including defining its charge, tasks and reporting responsibilities, identifying subcommittees and assigning responsibilities for these committees and partnerships. Consultants will also guide the Committee in its site selection process. 3. Create a project work plan, that will serve as the framework for the building project; with timeline, tasks and responsibilities; 4. Prepare the Foundation and Friends for implementing a capital campaign feasibility study and conducting a capital campaign to raise private funds to build the new library. Library Strategies consultants Toni Garvey and Sue Hall will guide the first three activities in this process, partnering with the City and the Library Trustees, and serving as ex officio experts to the Building Committee. Peter Pearson and Hall will partner with the Foundation and the Friends on the final activity, preparing for the capital campaign. Phase2(future —notpartofthisproposai)of the project includes Garvey and Hall identifying and assisting the Building Committee with visiting other recently-built libraries in cities similar to Palm Springs, assisting the City and Building Committee with hiring a design team and designing the new building, assisting the City with establishing building costs and determining how much of the costs will be covered by public and private funding, working with both the Foundation and Friends in conducting a capital campaign feasibility study and launching a capital campaign. ATTACHMENT 2 Phase 3(future —notpart of this proposal)encompasses the building project itself, completing the capital campaign and opening the new Library. This proposal covers the work to be done in Phase 1 on/yas more fully described below. SCOPE OF THE WORK IN PHASE 1 STEP 1: SITE SELECTION Library Strategies will facilitate a process with the Building Committee to guide them in identifying, researching and reviewing all materials and documents pertinent to site selection and ultimately drafting a recommendation for a building site for the new Library. This process will include: Reviewing past building proposals; • Establishing site criteria based on national "best practices" and criteria specific to Palm Springs; Identifying additional critical considerations to frame the decision-making discussion Facilitating individual sessions focused on each proposed site • Guiding the Building Committee through a deliberation of the site options Assisting the Committee in proposing rank-ordered site options for the new library . building • Working with the Committee Chair and Library Director to submit a summary report of the site selection process and final recommendations to the City Council. Deliverable: Summary Report & Recommendations ATTACHMENT 2 STEP 2: BUILDING PROJECT WORK PLAN Because Palm Springs has 'not built a new library in decades, it is critical that there be a comprehensive work plan in place to frame the process, identify the roles of all stakeholder groups and establish a timeline for the building project. Having this document in place will establish benchmarks and keep the project on track. Tasks in this step include: • Identify all major activities in the building project and assign responsibilities, benchmarks and timeline. • Establish the deliverables for each major activity. • Ensure that all key stakeholders have a solid understanding of their place in the work plan and how to interact with other groups. • Establish a process for oversight and ongoing review of the work plan and making any necessary revisions. • The consultants will review three past proposals for a new library building that were submitted to the City. This review will include the viability of each proposal vis a vis the community's current needs, and strengths and weaknesses of the proposals. The consultants will also review each proposal to determine projected costs at today's building costs. Following this review, the consultants will present their findings to the City, the Trustees and the Building Committee. Deliverables: Building project work plan that encompasses the entirety of the project from pre-planning through feasibility study, capital campaign, building and opening the new library. ATTACHMENT 2 STEP 3: PREPARING THE LIBRARY FOUNDATION AND THE FRIENDS OF THE LIBRARY To be prepared for conducting a feasibility study and running a capital campaign, the Foundation will have to expand its capacity for conducting major fundraising activities, managing volunteers and identifying and nurturing major donors. Tasks include: 1. Articulate the unique roles of the Foundation and the Friends of the Library. 2. Submit a final draft of the Foundation's 18-24 month Development Plan. 3. Create an implementation plan for the Foundation to expand capacity for conducting fundraising activities and expanding the infrastructure. 4. Determine the need for staffing and volunteers. 5. Create a job description for any Foundation staff. 6. Facilitate a discussion for how the Foundation and the Friends of the Library will collaborate on future activities and the capital campaign for a new Library. Deliverables: Final draft of Foundation Development Plan, Foundation Implementation Plan TIMELINE AND BUDGET Depending on the availability of critical groups in Palm Springs, we believe that this pre-,. planning process could be completed .in four to six months. As much as possible, we would complete tasks remotely to minimize travel expenses but we are also available to be on site when needed. Consulting fees would be based on a daily rate of $1,500 (per consultant) and would not exceed a total of 22 consultant days ($33,000). We would make everyeffort to manage ATTACHMENT 2 and complete tasks in a manner that would be economical without sacrificing the needs of this important phase of the project. Budget Projections: Steps 1-3 22 consultant days Not to exceed $33,000 Travel expenses shall be billed at their actual cost with a not-to-exceed limit of $6,000. Total cost for this portion of Phase 1 is not to exceed $39,000, with a revised Total Contract amount of $99,500. Library Strategies will invoice the Library monthly for fees and expenses. SOME CONSIDERATIONS••• • Building a new library is a huge task involving many moving parts and partners. The project can take upwards from five to seven years (or more!) from start to finish. There is a sense of excitement and urgency in Palm Springs that should be capitalized on and this should significantly shorten the timeframe for the building project. There is public funding set aside to begin the project and vocal support from the community which will translate to private funding of the project. To the point, this is a verystrong position to work from and it should shorten the building process. This will enable the City and the Trustees to immediately create momentum that the community will embrace. Investing in this first phase of the process will ensure that the project begins with shared understandings- and goals. Coupled with a strategic, clearly articulated workplan, the building project should be an exciting one that stays on track and yields a great new Library at the end of the process. • Engaging in a new building project can be u,p to a full-time job for the Library Director over the course of the process. The Director must be the face of the Library in the community, being visible at all key meetings and critical events. The Director must be ATTACHMENT 2 available to attend meetings with potential major donors (NOT making a fundraising request but being available to answer questions about the current library— and the future library.) The Director must be available to architects, the City and the major players (Trustees, Foundation and Friends) 'and the consultants at a moment's notice. The current Library Director and her management team have limited "bandwidth" to expand their current activities to include the building project given the leanness of the Library's staff. It may be prudent to consider retaining a project manager (either as an employee or a contractor) who could coordinate all of the logistical operations of the building process to keep it on track, facilitate communications and reporting, and serve as the project's "headmaster". This would allow the Library Director to focus on those aspects of the building project that are most important fo,r her involvement. Should the City and the Trustees consider this option valuable, this individual should be hired/retained as soon as possible for the value of starting on the ground floor of the project. Our consultants would be available to create a job description and identify potential candidates for this position, in cooperation with City and the Trustees. • Finally, it should be noted that costs for all of the activities in the building project can — and should be included in the capital campaign goal. This includes everything from retaining a project manager to pre-planning, the feasibility study and all capital campaign costs. This is considered ethical and acceptable in the library fundraising world. It is recommended the cost of this and future consulting contracts be funded through possible grants from the Trustees or Foundation with the understanding the cost will be reimbursed from future capital campaign fundraising. ATTACHMENT 2 CONCLUSION The City and the Library are about to embark on a huge project that will be closely watched by the community at-large. Because there are many moving parts to this project, it is critical that before the process formally begins all your ducks are lined up in a row and everyone understands the part they will play in building an exciting new library building. Based on our experience partnering with the Library on the strategic planning process, we believe our consultants have a solid understanding of the diverse and unique needs of the Palm Springs community and can provide valuable guidance and hands-on support in this initial phase of the project...and we would be pleased to continue our work with you. LIBRARY 61 E S A(mullieg Group of The Friends of the Saint Paul 1`64 libraq August 12, 2019 Dr. David H. Ready City Manager City of Palm Springs Dear Dr. Ready, The following is a list of the activities that Library Strategies consultants, Sue Hall, Toni Garvey and Peter Pearson, will conduct between the date of this letter and September 18, 2019. 1 have also included projected consulting days and fees associated with this work, as well as travel expenses. 1. Trip#1—August 12-14—Sue Hall &Toni Garvey Meetings: • Visit 3 optional sites for new Library • Meet with Building Committee • Potential meeting with City Manager and City Councilmember(s) • Meet with Library Director to review past building proposals • Potential meeting with City Planning office Consultant days—4 @ $1500/day- $6,000 Projected travel expenses not to exceed: $2,000 2. Review data collected from on-site visit—.Sue Hall &Toni Garvey Tasks: • Develop & share project workplan • Analyze past proposals & develop recommendations • Articulate roles of all key stakeholders in the building project & capital campaign • Interview Building Committee members regarding site selection criteria • Draft preliminary site selection criteria and guidelines for decision-making& share with Building Committee Consultant days—4 @ $1500/day-$6,000 3. Trip#2—September 10-12—Sue Hall & Peter Pearson 1 Meetings: • Meet with Friends of the Library to discuss their role in building project and capital campaign • Meet with Library Foundation to assess current capacity for fundraising • Guide Library Foundation through 18-24 months fundraising planning process • Draft Foundation plan & present to Foundation Board Consultant days—5 @ $1500/day-$7,500 Projected travel expenses not to exceed: $2,000 TOTAL PROJECTED CONSULTING FEES & EXPENSES Consulting fees: 16 consulting days @ $1500/day-$19,500 Projected expenses: $4,000 Consulting fees and expenses will be invoiced following the September 10-12 activities. Understood and agreed to by all undersigned parties: A ST: David H. Ready, City M er i Cler City of Palm Springs - APPROVED BY MY MIA°'V ER Jeannie Kays, Library Director Palm Springs Public Library N TO ot Without H M of The riCi Y Authorization Manager. Stu Wilson, Library Strategies Director izz/�;7 Date 2 CONSULTING SERVICES AGREEMENT Library Strategies Consulting Group THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement') is made and entered into on , 2019, by and between the City of Palm Springs, a California charter city and mun�alcorporation ("City"), and Library Strategies, a 501c3 Foundation, ("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 Strategic Planning firm, for Strategic Planning Services, ("Project'). B. Consultant has submitted to City a proposal to provide a comprehensive strategic plan, 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 a comprehensive strategic plan 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. 1.4 Familiarity with Rork. By executing this Agreement, Consultant wan-ants 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. Page 1 of 43 ORIGINAL BID ANDMAGREEMENT 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 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 $37,000.00. 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 Chances. 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. 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 Page 2 of 43 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 9 months, from the date of the Notice to Proceed, 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: Stu Wilson, Director. 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 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 Page 3 of 43 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 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: Stu Wilson Director of Library Stategies 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 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 Page 4 of 43 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 Desi¢n 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. 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 Page 5 of 43 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. 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 Riahts 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. Page 6 of 43 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 Citv 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. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin(i.e.,place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. Page 7 of 43 To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Library Strategies Attn: Stu Wilson, Director 1080 Montreal Ave. Suite 2 Saint Paul, MN 55116 Phone: 651-253-3231 Email: Stu(d)thefriends.org 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. Page 8 of 43 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By: David H. Ready, PhD City Manager APPROVED AS TO FORM: ATTEST By. L I . By: Edward Z. Kotkin, ony Meji City Attorney City Clerk AAPROVED BY CITY,COUNCIL �j/ 1 hf11 A1�5/� "CONSULTANT" may` Y_k Library Strategies Consulting Group Date: b Zg I.C6 By : Stu Wilson p Director Date: (name) SHARON D. STURIAT Notary PublcM CI Not To Exceed My Common Expm Jw 31.2ND Without The Authorization Of Pr t Tn Manager. The y Page 9of43 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance Page 10 of 43 �6JIBRARY TRATEGIES Proposalfor rCity of Palm Springsand the SpringsPalm Public Library April 12, 2018 V j J �• p ��" .. Ate. V jL Page 11 of 43 Table of Contents A2. Background, Qualifications&Experience 3 A3. Library Strategies Associate Consultants 4 A4. Library Strategies Staff Consultants 4 A5, References 5 82. Project Background 7 B3. Critical Issues 7 C1.Scope of Work Phase I: Preparation,Data Analysis&Benchmarking 8 -..� Phase Il: Stakeholder Input 10 Phase III: Community Engagement 11 Phase IV: Strategic Plan, Dashboard&Implementation 13 Deliverables 14 D1. Project Schedule 15 D2. Project Communication &Reporting 15 Appendix A: Partial list of Library Strategies Clients 17 Appendix B: Suggested Rapid Results Planning' Stakeholders 18 Appendix C: Team Member Vitas 19 Page 12 of 43 n A2. Background, Qualifications & Experience , r Library Strategies is a consulting group of the nonprofit organization,The Friends of the Saint Paul LIBRARY Public Library,which serves as the foundation for the Saint Paul Public Library. It is the only consulting S T R A T E G I E S group in the country based inside a library Aw+wGrau nu a�uar ary uo organization. Our consultants are leaders in the national library community and outstanding professionals who offer a wide range of practical skills and decades of successful leadership in a variety of relevant areas. We offer a unique set of services designed specifically to strengthen libraries and their communities. These services include: -Strategic Planning,using our Rapid Results Planning model .Feasibility Studies and Capital Campaign Counsel .Facilities and Space Planning .Friends and Foundation Assessments .Development Planning -Advocacy Training .Board and Staff Leadership Training Library Strategies was formally established in 2006 to provide services solely to libraries and library organizations,across the country and internationally. Our consultants have served clients in 34 states,the Middle East,and eastern Europe. These clients range from small libraries in rural Kansas to the American Library Association and Council of State Library Agencies(COSLA),to libraries in Romania, Moldova and Saudi Arabia. In addition to serving individual library clients, Library Strategies has developed a comprehensive capacity building training program for small and rural libraries in Wisconsin, Minnesota and North Dakota. We have also designed a train-the-trainer program built upon our unique Rapid Results Planning process,which has been provided to library directors throughout Georgia and Southeast Florida. Library Strategies has published,through the American Library Association, Beyond Book Sales:A Comprehensive Guide to Library Fundraising. We also recently designed, structured and implemented an exciting and very popular pre-school one-book program for the State of Minnesota. Our mission, "to strengthen communities, one library at a time",describes our commitment to increasing your library's capacity to serve your community into the future. We are passionate about helping libraries deliver on their mission and achieve their vision for increased community impact. It's why we exist and it drives our daily commitment to providing exceptional service and guidance to our clients. 3 Page 13 of 43 A3. Library Strategies Associate Consultants �1 Library Strategies has assembled a highly experienced team of consultants for the Palm Springs project. While two of our consultants have recently retired from Library Strategies as full-time staff,they remain connected as associate consultants and key team members. The Palm Springs team, identified below as associate and staff consultants, have worked together for many years on various projects and initiatives with all sizes and types of libraries and library organizations. We sincerely enjoy working together and offer years of ideas, lessons,strategies and insights to benefit our clients. PETER PEARSON is a Library Strategies consultant and past president of The Friends of the Saint Paul Public Library. Pearson led The Friends for over 25 years and is recognized as one of the most successful library fundraisers in the country. Pearson is a frequent speaker at library conferences and is sought after to conduct institutional assessments, ® strategic planning, development work, and leadership training for libraries and library organizations across the country and internationally. SUE HALL is the founder and former Director of Library Strategies,and / remains one of our consultants. She has more than 25 years of consulting l ,E experience with libraries and library organizations,and has designed and k facilitated strategic and development planning processes across the country and intemationally. She has been a frequent speaker and trainer in the library industry, and is highly regarded for her creative ideas yet pragmatic solutions. A4. Library Strategies Staff Consultants KAREN ROSE will be your team lead and is a Principal Consultant with Library Strategies,with over 15 years of experience in fundraising and strategic planning for a variety of institutions and organizations,including: libraries,library foundations&Friends groups,higher education, museums,community development organizations and social service agencies. She also brings valuable experience as a planning consultant for various public-private collaborative initiatives. J 4 Page 14 of 43 STU W ILSON is the current Director of Library Strategies and has been (� with the firm for over six years.Wilson was the Executive Director of the i Friends of the Hennepin County Library(MN)and Vice President of The Friends of the Saint Paul Public Library. Wilson has over 25 years of senior management experience with libraries and cultural organizations. 'I He has led or participated in over 25 strategic planning efforts for library and nonprofit organizations, as well as conducted fundraising activities, board retreats and training for libraries. DAV ID KATZ is a Project Manager with Library Strategies. He has o broad experience in communications and library programming, as well as Friends administration and membership campaigns. He was also a research consultant with the Minnesota Historical Society. Katz holds a Master's degree in Library and Information Science. A5. References Library Strategies has worked with hundreds of libraries across the country,offering our unique approach to planning designed specifically for public libraries. Here are highlights of other strategic planning processes Library Strategies has conducted recently: ' The Decatur(IL)Public Library hired Library Strategies to lead an RRP strategic planning process in 2017.This included data collection and analysis,community and staff surveys,two SWOT sessions with staff,and a community retreat attended by over 50 residents and stakeholders. The process concluded with a strategic plan,including revised mission and vision statements as well as a new values statement.A dashboard for monitoring progress, as well as a staff implementation plan,were also approved. Contact: Rick Meyer, City Librarian, rmeyer@decaturlibrary.org Library Strategies conducted an RRP planning session with the Normal Public Library(IL)which included data collection and analysis,a community survey and a planning retreat attended by over 60 residents . , . representing a broad profile of the library's service area. Library Strategies provided the draft and final strategic plans as well as a dashboard tool. In addition,we worked with the Library's Foundation Board and created a comprehensive three-year development plan to enhance their fundraising effectiveness. J Contact: Brian Chase, Library Director, bchase@normalpi.org 5 Page 15 of 43 ^� Gwinnett County is adjacent to Atlanta and one of the J ®Q® PUBLIC LIBRARY fastest growing counties in the U.S.,with a population of over 860,000. Over 100 languages are spoken in the County's schools. The Library,with 15 branches, needed to create a comprehensive plan to stay abreast of very rapidly changing community needs. Our planning process,conducted in 2015, included a widely distributed community survey and a retreat that attracted over 60 participants representing a broad mix of stakeholder groups, including those from the prominent Pan-Asian, Native American, Hispanic,African American and Bosnian communities. Contact: Charles Pace, Library Director, cpace@gwinnettpl.org .°.,,.,,.I.... The Clarksville-Montgomery County Public Library is el1ii PUBLIC LIBRARY located an hour north of Nashville. Serving a diverse, """'...............1':., growing community with significant early literacy needs,the County Library's strategic plan identified areas for expanded service—as well as a framework for creation of new facilities over the next 10-20 years. Contact: Martha Hendricks, Library Director, martha@clarkesville.org ULUTH The Duluth (MN)Public Library hired Library Strategies to D tJ DU UT1 conduct a staffing plan in 2014 and a strategic plan in 2015.This LIBRARY investment yielded an appropriately seeped strategic plan underpinned by five attainable goals—prioritization of early literacy services,expansion of staff teaching and customer service opportunities,and a renewed concentration on public awareness high among them. Duluth Public Library brought Library Strategies back in 2017 to update its strategic and implementation plans. Contact: Carla Powers, Library Director, cpowers@duluthmn.gov, p. 218-730-4200. The Muskegon Area(MI)District Library partnered with Library Strategies on a Rapid Results Planning®retreat in spring 2017,as well as several recommended, informative preparatory steps: a SWOT LOVEr analysis process,staff evaluation,and community survey. Muskegon's new strategic plan positions the library to improve technology and digital offerings, cultivate more welcoming environments, and improve several administrative practices—among other goals. Contact: Kelly Richards, krichards@madl.org,p.231-737-6248 } G Page 16 of 43 132. Project Background Palm Springs, while certainly a tourist destination, is also an exciting place to call home. Recently included as one of the"Best of the West"by Sunset Magazine, Palm Springs has seen its population increase by 7%from 2010. Growing,forward-thinking communities anticipate change and prepare thoughtfully. Palm Springs is looking to prepare its Library to meet the expectations, needs and future aspirations of its citizens. Prompted by the desire to enhance the Library's space, the Library Board has smartly decided to conduct a strategic planning process to help identify the scope and scale of the Library's future services and how that should translate into new spaces. This is an approach that Library Strategies has used with several of our clients. Our approach to strategic planning—one that is centered on meaningful community engagement—is designed to elevate the Library's presence in the community and facilitate deeper relationships across the community—ultimately resulting in stronger support for the Library and its vision for the future. To meet increased and changing demands for library services,the Palm Springs Public Library is looking ahead to enhance and redefine its service to the community. With its Friends and Foundation partners,the Library is poised to take its next steps toward the future with this strategic planning process. B3. Critical Issues Strategic planning for libraries presents unique opportunities and challenges. People interact with their library differently, which means the library must be nimble and flexible, yet focused and consistent. To some,the library still means books. To others, it is a place to connect with people who share certain interests. Or a place to learn something new or develop an important skill. Many of the communities in which we work have outdated ideas about public libraries. While we know that libraries have always been providing innovative and important programs and services, many people question the relevancy of their local library. Our proven process includes engaging the community in a meaningful way with your Library. it is more than simply asking for opinions in surveys or focus groups. Our dynamic community retreat is designed to encourage collaboration, new ideas and practical solutions. The value of our approach is the development of stakeholder groups who become more invested in the Library's plan and,therefore,committed to its success. 7 Page 17 of 43 C1. Scope of Work The process Library Strategies is proposing for the Palm Springs Public Library builds on itself—moving from data gathering and organizational assessment,to staff and board input,to community engagement and planning—using an efficient,effective method that ensures maximum input yet focused results. Our approach includes the following steps: PHASE I: Preparation, Data Analysis & Benchmarking Strategic Planning Steering Committee Meeting Library Strategies recommends forming a Strategic Planning Steering Committee, if one has not already been organized.This committee will oversee the process; provide local context and insights; identify key leaders and influencers;and help ensure the plan is inclusive and comprehensive.We recommend the Planning Committee be comprised of the following representatives: • Palm Springs City Manager(or other knowledgeable City representative) • Library Advisory Board member • Library Director • Library Foundation Board member Friends Board member Mix of community influences, possibly representing: o Business o Philanthropy c Education c Arts&Culture The role of the Strategic Planning Steering Committee will be to: 1)provide critical information on the Library and the City 2)identify key stakeholders to engage in the process 3) help plan logistics and invitation processes for community engagement activities 4)review the community survey 5)identify peer libraries for benchmarking 6)clarify communication approaches and channels 7)approve and oversee the workplan and timeline The initial meeting of the Steering Committee with Library Strategies will address the following agenda items: Clarify roles and responsibilities for data gathering,communication and reporting, logistics,etc. Agree on the process and steps of the planning process, including expectations for timing and deliverables. a Page 18 of 43 Identify critical documents and data to inform the planning process(library usage data,demographic projections, relevant City plans and documents, market (\ segmentation analysis, school district master plans,etc.). Establish key focus areas for community input, such as specific directions or challenges within the broader community that are relevant to the Library's strategic plan and potential space needs. • Identification of individuals who will be invited to participate in the community engagement activities,with careful attention given to including a broad representation of City residents(both library users and non-users). Community and Library Assessment Library Strategies will conduct a data audit and assessment of the current city demographics, reports, library services and resources. This audit will review: Palm Springs census data and other relevant data trends Including: o Market segmentation data o Age distribution o Household status o Ethnic background o Special populations o Income o Education o Population distribution,housing and traffic patterns/projections o Economic development projections o City planning reports Library data(including branch breakdowns,where available): o Current numbers and trends for the last 5 years for circulation o Library visits o Programs held and number of attendees o Technology access and usage o Community outreach o Budget and financial sources o Board structure o Foundation structure and activities o Friends of the Library structure and activities o Public relations and marketing o Qualitative assessments of facilities and service delivery models J 9 Page 19 of 43 At our initial meeting, Library Strategies will also tour the library facility to observe current operations,staffing,technology usage and functionality of public and staff spaces. The tour will include time for Library Strategies to observe library customers as they use the facility,and to talk one-on-one with staff about processes, schedules, access,equipment, challenges and aspirations. Trend Analysis and Benchmarking Library Strategies will conduct an assessment of the Palm Springs Public Library environment and current service proficiencies and effectiveness, using our knowledge of national library service standards and regional comparative data. We will benchmark the Palm Springs Public Library with its peers in the region using standard metrics for library service levels. Areas to be examined may include(but are not limited to): Collections size, budget and content(print,downloads, music, movies,etc.) Circulation rates Revenue and expenses Visit metrics Hours Programs and attendance Staff size and expenditures Technology metrics Library Strategies will create a presentation of our analysis of city and library data,our benchmarking research,and new and emerging trends in library services—informed by .} research and our extensive experience in the field. This information, along with specific data on Palm Springs,will be presented at the community engagement activities and will inform the strategic,facilities,staffing and technology plans. PHASE Il: Stakeholder Input Community Survey Library Strategies consultants(with input from the Steering Committee)will design and administer a community survey.The survey results will elicit input on key issues that will inform the Plan. Issues to be probed, both quantitatively and qualitatively, may include (but are not limited to): Awareness and perception of the Library in communities and areas across the city Assessment of the Library's services,staff,technology and operations Identification of gaps and obstacles to using the Library and its services Opportunities for outreach to new or underserved populations Potential for community partnerships Future directions for the Library to meet needs and expectations Other issues/questions suggested by the Steering Committee 10 Page 20 of 43 Our consultants will present a draft survey to the Steering Committee to make final revisions. The survey will be posted online using SurveyMonkey. Paper copies will also (� be available in the Library—and possibly other sites throughout the library service area. The Committee will identify,with assistance from the consultants,the best outlets and a promotion strategy to encourage broad-based participation in the survey(online and physical outlets such as local media,churches, schools,businesses,partner organzations,etc.). Please note: In our experience, online surveys that are carefully and intentionally promoted through numerous and varied community outlets produce equal or higher response rates and are significantly less expensive than mailed or telephone surveys. If the City of Palm Springs determines it is necessary to conduct a mail or phone survey, Library Strategies offers this capability with a proven partner, Rainbow Research. This service would require an additional fee which can be determined upon request. Staff Survey An online staff survey will be designed to elicit information from staff regarding library operations, programs,services, communication,future aspirations and overall staff morale and effectiveness. The responses to this survey will also be collected via SurveyMonkey and will be anonymous. A summary of the responses,as well as the raw data,will be made available to the Library. PHASE III: Community Engagement Rapid Results Planning's Retreat Library Strategies has developed a unique strategic planning process called Rapid Results Planning'(RRP),designed for efficiency,practicality and maximum community engagement.This process has been used to generate strategic plans for libraries of all sizes across the entire country. At the core of the RRP process is the community planning retreat.The community retreat is an effective way to gather a cross-section of critical input from users,non-users, diverse populations and key stakeholders. By including many participants from all walks of life,the Library gains invaluable insights while securing early buy-in and future advocates for its vision. More dynamic than focus groups,the retreat is designed to generate a dynamic community discussion around the needs of the community and the possibilities for the Library to address those needs. Library Strategies recommends conducting an RRP retreat with the broadest possible representation of the service area. This is an important feature of the process. In addition to members of the library's staff, Board and library support organizations, the retreat will ideally include representatives from every major community stakeholder group in Palm Springs. From school superintendents to teens,and business owners to home school representatives,all voices in the planning retreat will be important to capture the j needs and desires of the entire City. (Please see Appendix B for a list of community groups that may also be invited to participate in the RRP retreat.) 11 Page 21 of 43 The Steering Committee should be prepared to develop the invitation list,which is usually twice as many people as you want to attend,and then personalty invite them by mail, _ phone or email with possible follow-up phone calls. A typical retreat will involve about 40- 60attendees. The RRP retreat—because it will include broad representation from throughout the City and is structured to develop clear goals and strategies—creates a synergy among the stakeholders who participate. This unique synergy yields new ideas and direction,and creates momentum to advance the plan once it is developed. The retreat agenda will be structured as follows: o A short presentation by the Library Director on the currentstate and activities of the Library.This gives all participants a baseline understanding of what the Library currently does.This presentation may also include findings from the information gathering and data analysis phase,including comparative data, industry trends and survey results. c A short presentation or discussion of some of the national and/or regional trends. (This could include technology,makerspaces,literacy programs, partnerships,community outreach,etc.)This gives participants a sense of what might be possible in terms of future directions to consider,and encourages the participants to think more broadly about the Library's role in the community. 1 c A large group,big-picture visioning session and development of focus areas. This part of the retreat engages participants in discussing their broad, strategic ideas and visions for the community and the Library's role as a major contributor to the quality of life in Palm Springs.This session will address mission and vision and establish focus areas for where the Library should focus its resources in the next five years. o Small group strategy sessions,typically two rounds to address focus areas,goals and strategies. This is where participants establish goals within the focus areas and identity strategies for achieving these goals. Focus areas and goals could address issues such as technology,partnerships,early literacy,outreach,etc. PHASE IV: Strategic Plan: with Dashboard & Implementation The Strategic Plan & Dashboard Measurement Tool Following the RRP retreat, Library Strategies consultants will draft the Strategic Plan for review by the Planning Committee. The Strategic Plan will include suggestions for new vision and mission statements. It will identify clear goals and strategies to guide the activities,resources and energy of the Library going forward. It will also provide a framework for branding and communication messaging points. 12 Page 22 of 43 The Steering Committee will determine whether the goals, strategies and stated outcomes are realistic given resources,timeframe and response to community needs. Our consultants will make any necessary revisions, and then the Plan will be graphically r } designed for presentation to the Library Board,City Administration and City Council.We recommend sharing the plan with all RRP retreat participants and, ultimately,the community at large. Planning only works if it becomes a part of the regular,daily culture.Therefore, Library Strategies includes a graphically designed and easy-to-use dashboard measurement tool to track the progress of the Strategic Plan over time.The Library Board should consistently review progress on the Strategic Plan at every Board meeting,and conduct a more in-depth discussion on the state of the Plan at least annually. Implementation Plan To move the plan forward as a functional tool, our process also includes an implementation plan developed with Library staff. Based on the approved Strategic Plan,the Director and Library staff should create a detailed annual operating plan for achieving the goals and implementing the strategies. If the goals focus on Board activities,the implementation plan may also include implementation tasks for the Library Board, Friends and the Foundation. To develop the Implementation Plan,a Library Strategies consultant will guide a planning session with key Library staff.The result of this process is an implementation or operational plan.This plan will include: i Prioritization of the goals and strategies based on resources,organizational impact, and short-term and long-term timelines Action steps for reaching the strategic goals Responsibilities and timelines • Resources needed(funding, staffing,strategic partners,etc.) Outcome benchmarks The Implementation Plan is usually an internal working document and not approved by the Board. In that way,it remains flexible and most useful to Library administration and staff. This Implementation Plan will become a discussion item at every staff meeting and should be reviewed and updated annually. Deliverables Library Strategies will provide the following deliverables from the project activities: • Data Analysis and Benchmarking Report • Community and Staff Survey Summary Report and Raw Data • Draft and final Strategic Plan • Strategic Plan Dashboard • Implementation Plan 13 Page 23 of 43 D1. Project Schedule ACTIVITY Ma.1 Mp.2 Ma.3 Mo.d Mo,S Mo.6 Ma.7 PHASE I: Preparation&Data Analysis Steering Committee kick-off meeting Data collection&analysis Trend analysis&benchmarking report PHASE II: Stakeholder Input Create and post online community survey Create and post online staff survey Analyze and develop survey summary reports PHASE 111: Community Enpilement Launch retreat invitation process Facilitate RRP retreat PHASE W., Strategic Plan Submit draft and final Strategic Plan Create Dashboard Measurement Tool Working session with staff to develop Implementation Plan D2. Project Communication and Reporting Communication and reporting to the Steering Committee and Director shall include onsite report presentations,annals and phone calls throughout the process. Library Strategies is proposing to schedule six onsite sessions, some of which include convening the Steering Committee, Onsite activities include the following: Initial Meeting with Steering Committee Month 1 Assessment&benchmarking analysis reporting Month 3 Community retreat Month 5 Submit draft strategic plan Month 6 Implementation planning session with staff Month 7 E1. Local Preference -Not applicable. F1. Cost Proposal -See separate submission of Attachment "C". 14 Page 24 of 43 APPENDIX A: Partial List of Recent Clients �} Louisiana State Library American Library Association Madison Public Library Foundation(WI) Anchorage Public Library Foundation(AK) Map for Nonprofits(MIN) Anoka County Library(MN) Mention Public Library(NY) Appleton Public Library(Wi) Metropolitan Library Service Agency(MN) Arlington Public Library(TX) Mid-Wisconsin Library System Bayport Public Library and Foundation(MN) Minnesota Association of Library Friends Bozeman Public Library(MT) Muskogee Public Library(OK) Brentwood Library(TN) Muscogee Public Library Foundation(GA) Bud Werner Memorial Library(CO) Nebraska State Library Carver County Library(MN) Newark Public Library(NJ) Chattahoochee Valley Libraries(GA) New Hampshire Library Trustees Association Cherry Valley Public Library(IL) New Jersey Library Association Cincinnati Public Library(OH) Normal Public Ubrary(IL) Clarksvltle•Montgomery County Library(TN) Norman Pu blic Library System(OK) Cleveland Public Library Foundation(OH) Northeastern Pennsylvania Library Association Commerce Township Public Library(MI) Park Rapids Area Library(MN) Decatur Public Library(IL) Park Ridge Public Library(I L) Deforest Area Public Library(WI) Petersburg Public Library(VA) Dominican UniversityI Q Poison Public Library(MT) Dorothy Brzmlage Public Library(KS) Public Library Association Duluth Public Library(MN) Racine Public Ubrary(WI) DeForest Public Library(WI) Rice Lake Public Library(WI) El Paso Public Library(TX) Sarasota County Libraries Foundation IFLJ Foundation for Sarasota County Libraries(FL) Stillwater Public Library JMN) Friends of the Dallas Public Library(TX) Texas School Library Summit/Reed Business Friends of the Osceola Public Library(WI) Tulsa Public Ubrary(OK) Friends of the Inver Glen Library(MN) SELCO/SELS Regional Library System(MN) Frisco Library Foundation JTX) SE Florida Library Network(FL) Gardiner Community Library(MT) SE New York Library Resource Center Georgia Library Service(GAJ Slmi Valley Friends of the Library ICA) Glencoe Public Library(ILI SOUNET ISE Regional Library System—US) Green Gold Library System ILA) Stark County Library(OH) Grosse Pointe Public Library(MI) St.Helena Public Library(CA) Gwinnett County Public Library(GA) South Central Wisconsin Library System Houston Public Library and Foundation(TX) Southeastern Wisconsin Library System Hudson Area Joint Library(WI) Stillwater Public Library and Foundation(MNJ Huntsville Library Foundation(AL) Traverse de Sioux Regional Library(MN) IREX—Moldova Tulsa Public Library(OK) IREX—Romania Vaughn Public Library(WI) Indian Tralls Public Library District(IL) Wadsworth Public Library(NY) James 1.Hill Reference Library(MN) Washington County Library System(MN) K.O.Lee Aberdeen Public Library(SD) Washington County Library System(PA) Lake Agassiz Regional Library(MNJ Watertown Public Library J W I) Lake City Public Library(MN) White Plains Public Library(NY) Lewis&Clark Library JMT) Wilbraham Public Library(MAI Library Foundation for Sarasota County(FL) Williamsport Public Library(PA) LibmryJournal/Reed Business Systems Winter Park Public Library(FL) Little Free Libraries(WI) Wisconsin Dept.of Public Instruction Lincolnwood Public Library District(It) Worrhester Public Library Foundation(MA) Louisville Free Public Library JKYJ Wyoming Library Association(WY) `-� Yonkers Public Library(NY) 15 Page 25 of 43 Page 26 of 43 APPENDIX B: Recommended Participants for the Community Retreat Categories of Stakeholders to invite to the RRP Retreat • Lead library staff/staff representatives(3-5 max) • Library board/trustees(3-4) • Municipal/County,or other, public officials(2-3) • Library Friends leaders(2-3) • Head or staff from an affiliated regional or system library(1) • Local school leaders and one or two teachers(241) • Business leaders—from varied businesses or Chamber of Commerce(2-4) • Representatives from other cultural or arts organizations(2-4) • Representatives from social service agencies(2-4) • Other governmental department heads(1-2) • Religious leaders(1-2) • Representatives from civic groups, such as Rotary or Kiwanis(1-2) • Local philanthropic community, such as a community foundation,etc. (1-2) • Colleges or university leadership—if in the area(1-2) _ ) • Representatives from nearby military bases—if in the area(1-2) Local labor leaders(1-2) Homeschool community(1-2) Include representatives from certain demographics important in the community and to the library(it is likely that there is some duplication from above stakeholders): o seniors o parents with small children(very good to have attend) o teenagers(Youth Council,etc.) 0 20-and 30-somethings o people from diverse groups in the community(City Multicultural Commission) o people who are disabled o special library user groups Other groups that the planning team identifies as locally important _J 17 Page 27 of 43 C� APPENDIX C: Team Member Vitas Peter Pearson Areas of Expertise • Fundraising,including feasibility studies,capital campaigns,annual giving,and pdvate fundraising • Advocacy • Friends&Foundations • Foundation Relations • Workshops and Presentations Experience 2016-Present Lead Consultant,Library Strategies,Saint Paul,MN 1892-2016 President,The Friends of the Saint Paul Public Library,St.Paul,MN 1985.1991 Executive Director,Minnesota Adult Literacy Campaign,St.Paul, MN 1981.1985 Executive Director,Learning Disabilities Association,Minneapolis, MN 1977-1981 Principal,Sacred Heart School,Robbinsdale,MN Education University of Minnesota,M.A.Educational Administration,1980 University of Minnesota,B.S.Education,1973 Saint Mary's University of Minnesota,B.A.Psychology,1970 Professional Affiliations, Honors and Leadership Friends of the Libraries,USA(FOLUSA),Former Board member Recipient of Friends of Libraries USA(FOLUSA)/Baker and Taylor award for the best library Friends group supporting a large public library(2002) Library Administration and Management Association(LAMA)Board member Americans for Libraries Council,Board member&Former Board Chair(as Library for the Future) American Library Association/American Library Trustees&Advocates,National Advocacy Honor Roll Page 28 of 43 ' Sue Hall Areas of Expertise • Organizational Capacity Assessment • Strategic Planning and Development Planning • Fundraising and Development • Board Training and Development • Workshops and Presentations on Library Excellence Experience 2006-2017 Director and Lead Consultant, Library Strategies,Saint Paul,MN 1995-2006 Founder and Senior Partner,The Milestone Group,Saint Paul, MN 1993-1995 Private Consultant,Saint Paul, MN 1989-1995 Executive Director, Minnesota Safe Kids,Saint Paul,MN 1988-1989 Founder/Director,Kidspark,Saint Paul,MN t Education Indiana University,Graduate Studies,Survey Research, 1978 Indiana University,B.A. Sociology, 1977 t J 19 Page 29 of 43 { � Stu Wilson Areas of Expertise . Fundraising and Development . Strategic Planning Board Training and Development . Organizational Management and CommunicationslMarketing Experience 2018-present Director,Library Strategies Consulting Group,Saint Paul,MN 2007-2018 Lead Consultant and,Library Strategies Consulting Group,Saint Paul,MN 2008-2012 Executive Director,Friends of the Hennepin County Library,Minneapolis,MN 1997-2008 Vice President,The Friends of the Saint Paul Public Library,Saint Paul,MN 1992-1996 Asst.Director,Silas Wright MuseumlSt.Lawrence Co.Historical Assn.Canton,NY 1987-1969 Assistant Director,Michigan Literacy(based in the Library of Michigan),Lansing,MI Education University of Oregon,M.A.,Art and Architectural History, 1982 University of Wisconsin-Madison,B.S.,History and Art History, 1979 Professional Affiliations, Honors and Leadership Afrfflatlons: American Library Association,Minnesota Library Association,Public Library Association Recent Board Service:Coffee House Press,F.Scott Fitzgerald in Saint Paul,Minnesota Book Awards, Minnesota Library Foundation Honors(personal or staff leader):National Award for Library Outreach,Institute of Museum andLibrary Services; Best Friends Award,Friends of Libraries USA;John Cotton Dana Award,American Library Association; John Sessions Memorial Award,American Library Association;Marshall Cavendish Award,American Library Association;Hispanic Community Service Award,Instituto de Arta y Cultura, Minneapolis 20 Page 30 of 43 Karen Rose Areas of Expertise • Fundraising,including capital campaigns,feasibility studies,annual funds and giving clubs • Strategic Planning • Community Developmentand Collaborative Planning • Business and Program Development • Marketing and Communications Experience 2013-Present Lead Consultant and Principal,Library Strategies Consulting Group,St.Paul, MN 2013-2014 Consultant.GoodCites,Inc.,Minneapolis,MN 2011-2013 Director of Advancement,Crown College,St.Bonifacius,MN 2003-2011 Small Business Development Consultant,Rose&Associates,Minneapolis,MN 1296-2002 Sr.Account Manager,Jack Morton Worldwide,Minneapolis,MN 1994.1996 Collaborative Planning Consultant,Hennepin,Steams,Mille Lacs counties,MN 1989-1993 Assistant Council Member,Minneapolis City Council,Minneapolis,MN 1988-1989 Staff Analyst,U.S.House of Representatives,Washington,DC 1985-1989 Fundraising Consultant,Professional Fundraising Services,Inc,Minneapolis,MN Education Master of Public Affairs,Non-Profit and Government Agency Administration,Humphrey Institute of Public Affairs,University of Minnesota,1992 Bachelor of Arts, Business Administration and Organizational Communications,Concordia College, Moorhead,MN, 1984 Certificate,The Fundraising School,University of Indiana, 1986 Professional Affiliations, Honors and Leadership American Library Association Minneapolis Community Action Agency,Board of Directors Common HopelAntigua,Guatemala,Founding Board of Directors Leaming Center for Homeless Families,Founding Board of Directors Alpha Element Institute,Advisory Board r� 21 Page 31 of 43 David Katz Areas of Expertise • Communications • Project Management • Friends of the Library administration • Library Programming • Database Design and Management Experience 2012-Present Research Consultant,Minnesota Historical Society,St.Paul,MN 2011-Present Library Consultant,Library Strategies Consulting Group,St.Paul,MN 2011-Present Office Manager,Minnesota Association of Library Friends,St.Paul,MN 2008-2011 Communications Assistant,Schreiber Inc.,Green Bay,WI Education SLIS MLIS, University of Wisconsin r Bachelor of Arts,Joumalism/Public Relations,University of Minnesota Professional Affiliations, Honors and Leadership Proficient in Adobe InDesign,Illustrator,Pholoshop,Premiere,After Effects,Lightroom,Bridge,Audition, and Final Cut Pro Experienced in WordPress CMS,Web Building&Design,and Multiple Newsletter Platforms Familiar with a large range of Canon,Nikon,Panosonic Cameras as wells as Lighting Systems and Microphones 22 Page 32 of 43 ATTACHMENT"A"**REVISED" 'THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICALIWORK PROPOSAL(Envelope#1)• REQUESTS FOR PROPOSALS(RFP)#07.18 LIBRARY STRATEGIC PLAN SIGNATURE AUTHORIZATION NAME OF COMPANY(PROPOSER): LA� 9;�cs i BUSINESS ADDRESS:_ lobo A,ri S{ z S�:rtF "�.,1 MIJr rcirf, TELEPHONE:L-Si -7.S3 - 3331 CELL 6` 1 - as ; 3i31 PHONE " FAX CONTACTPERSON 5��n EMAIL ADDRESS A. I hereby certify that I have the authority to submit this Proposal to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my proposal. PRINTED NAME AND TITLE WY v1 arS �J SIGNATURE AND DATE B. The following information relates to the legal contractor listed above, whether an individual or a company. Place check marks as appropriate: 1. If successful,the contract language should refer to me/my company as: —An individual; —A partnership,Partners'names: / " A company; _A corporation If a corporation,organized in the state of: 2. My tax identification number is! Ii t -Loa%%3 Page 33 of 43 BUSINESS PRINCIPAL DISCLOSURE: It is a requirement of the City of Palm Springs that you provide the corporate structure, including any underlying LLC's or corporations, and a list of ownership interests (by individual or entity)with anyone having$2.000 or more financial interest in the business entity. Please provide in the space below, or attach additional pages to this document If necessary: LUr c3C te: _ oa c 1 Please check below IF your firm qualities as a Local Business as defined in the RFP: A Local Business(licensed within the jurisdiction of the Coachella Valley). Copy of current business license is required to be attached to this document. CERTIFICATION OF NO CONFLICT OF INTEREST AND NON-DISCRIMINATION as provided in the RFP: Please check below whichever applies: Yes, our company certifies that it does meet the no Conflict of Interest and Non-Discrimination requirements as provided herein. No, our company does not meet the no Conflict of Interest and Non- Discrimination requirements as provided herein. ADDENDA ACKNOWLEDGMENT: Acknowledgment of Receipt of any Addenda issued by the City for this RFP is required by including the acknowledgment with your proposal. Failure to acknowledge the Addenda issued may result in your proposal being deemed non-responsive. In the space provided below, please acknowledge receipt of each Addenda: Addendum(s)# RFyc-r-\8 is/are hereby acknowledged. Ue t 4 t.rc. y I Page 34 of 43 (1) RFP#07-18 PROVIDING STRATEGIC PLANNING SERVICES FOR PALM SPRINGS LIBRARY ADDENDUM NO. 2 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE SPECIFICATIONS AND INSTRUCTIONS ARE TO BE INCLUDED IN THE ORIGINAL DRAWINGS AND SPECIFICATIONS. THIS ADDENDUM SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and Is hereby providing answers thereto: O 1. 1 noticed in the proposal that there was a"Loral Preference"noted and I was curious if you could let me know if outside firms are encouraged to apply, or if Palm Springs Public Library is specifically looking for a local consulting firm. A t. No,Palm Springs is not specifically looking fora local consulting firm. All firms are welcome and encouraged to submit a proposal. O 2.Vision and Mission statements are not mentioned;is the desire to keep them or develop a new Vision and Mission Statements around the flndings? A 2. We are open to developing updated Vision and Mission Statements. O 3. Regarding the Steering committee meetings;is the expectation for live,in person meetings, or are remote phone conferences acceptable? A 3. The Library requires the awarded firm to be present on-site for the first and last meetings. Phone conferences will be acceptable during the remainder of the strategic planning process. During the first on-site visit the awarded firm shall visit our chy, our facilities, and observe our programs and activities. During the last on-site visit the awarded firm shall present to the Library the finished strategic Plan. CORRECTION: Please replace the Attachment"A"Page#13 of 32 with the REVISED Attachment "A"Included with this Addendum#2. Failure to use this corrected ATTACHMENT "A"Revised page may disqualify a proposal as being non-responsive.A revision was made to include a Business Principal Disclosure to provide a list of Page 35 of 43 ownership interests (by individual or entity) with anyone having$2,000 or more Financial interest in the business entity. BY ORDEERQOF THE CITY OF PALM SPRINGS,CALIFORNIA Ro Procurement Specialist II DATE:April 12,2018 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: LW Sara �✓-S Authorized Signature: Date: Acknowledgment of Receipt of Addendum 2 is required by signing and returning a copy of this addendum with your response. Failure to acknowledge this Addendum may result In your RFP being deemed non-responsive. Page 36 of 43 ATTACHMENT'B" "THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICALIWORK PROPOSAL(Envelope#1 r NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY PROPOSER AND SUBMITTED WITH PROPOSAL STATE OF CALIFORNIA)ss COUNTY OF RIVERSIDE) The undersigned,being first duly sworn,deposes and says that he or she is 0�4 CTO/1 of 1,01I y $%R1"-?41 9 the party making the foregoing Proposal. That the Proposal is not made In the interests of, or on the behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the Proposal is genuine and not collusive or sham;that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded,conspired, connived,or agreed with any Proposer or anyone else to put in a sham Proposal, or that anyone shall refrain from Proposing; that the Proposer has not in any manner,directly or indirectly, sought by agreement,communication, or conference with anyone to fix the Proposal price of the Proposer or any other Proposer, or to fix any overhead, profit, or cost element of the Proposal price,or of that of any other Proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract;that all statements contained in the Proposal are true; and, further,that the Proposer has not, directly or indirectly, submitted his or her Proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, Proposal depository, or any other member or agent thereof to effectuate a collusive or sham Pro sa B: I Title: Oi�e�rnll, G!B/7/rrP)' si//ri�—FGids r Subscribed and sworn to before me this y'/4day of ¢�}Y`I r 2018 Ito sN ' o.sTlIROIVANT Page 15 of32 Page 37 of 43 ATTACHMENT"C" 'THIS FORM MUST BE COMPLETED AND SUBMITTED IN A SEPERATELY SEALED ENVELOPE#2"Cost Proposal",NOT with Envelope 41,TechnicalfWork Proposal`) REQUEST FOR PROPOSAL(RFP 110748) LIBRARY STRATEGIC PLAN COSTPROPOSAL Responding to Request for Proposal No. 07-18 Library Strategic Plan, MOVE will accept as full payment the following lump sum payment for providing all supervision, materials, survey's, focus groups and any necessary supplies to complete the comprehensive strategic plan. The undersigned Proposer proposes and agrees to provlde all work and services necessary to deliver a comprehensive strategic plan as defined in the Scope of Work herein. NAME OF FIRM SUBMITTING THIS COST PROPOSAL: TOTAL LUMP_SUM d M AMOUNT: P s 31.coo (PRICE IN FIGURES) 'rl��ri.( Scarin lL.o - — t .1 11 s (PRICE IN WORDS) 'Y-�ncl�si•w. o.0 2�C�cnsts, wk43. m;O 6e bitted al. cost �'CQerstrtss w ,•2A�-aa-eov eeel ¢ " •.svni-+�.fie.cs c.• z wpw:cr) r1...sa;+.e+a 83o,'tso "s �.bo•-c-C,',�.y A StL t+�cAustd San detaled ^-tea+ 6'te.Yelaw•1 Page 16 of 32 Page 38 of 43 F1. Cost Proposal Library Strategies proposes to provide the stated services for strategic planning according to the following fees plus expenses. Fees are based on a daily rate of$1,500; estimates for out-of-pocket expenses are included below but will be invoiced monthly as incurred. Library Strategies will perform the project with the scope identified for a total fee not to exceed$37,000. Consulting Fees: Days Fees PHASE I: Data Analysis and Benchmarking Research • Preparation&facilitation of Steering Committee meeting* 2.0 • Data collection&benchmarking analysis 2.0 • Development&presentation of assessmen7benchmarking report* 2.5 PHASE I FEES: 6.5 x$1500=$9,750 PHASE 11:Stakeholder Input • Design,management&analysis of online community survey 1.0 • Design,management&analysis of staff survey 1.0 • Development of survey summary reports 1.0 PHASE II FEES: 3.0 x$1500-$4,600 PHASE III:Community Engagement • Preparation&facilitation of RRP Community Retreat(2 consultants)' 5U. PHASE III FEES: 5.0 x$1500=$7,600 PHASE IV:Strategic Plan • Development and presentation of draft and final Strategic Plan* 2.5 • Graphic design of Plan and Dashboard 1.0 • Staff working session to create Implementation Plan' 2.5 PHASE IV FEES: 6.0 x$1500=$9,000 TOTAL CONSULTING FEES: $30,760 9ndicates activities to be conducted onsite. Estimated Expenses(6 total onsite trips); 5 trips from MSP to PSP @$569/RT $2S45 1 tdp from SRO to PSP @$789lRT $ 789 6 hotel stays @$150/night $ 900 6 car rental says @$65lday plus airport fees&gas $ 390 6 days consultant per diem @$54/day $ 324 TOTAL ESTIMATED EXPENSES $5,248 LIBRARY k& STRATEGIES �t,r=luy s,.r r tl»Lrroh d b Srr,1 r.4 r.w,I4=y Page 39 of 43 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) Page 40 of 43 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant 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. Consultant 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 n endorsements evidencing delivery of policies, certificates, and e g the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)per occurrence; 3. Professional liability(errors and omissions)insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant'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 Consultant'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 Page 41 of 43 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 Consultant provides claims made professional liability insurance,Consultant 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 Consultant'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 Consultant's services under this Agreement. Consultant 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. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverage's required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete,certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 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 workperformed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or sell- 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. Page 42 of 43 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 agentfbroker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 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) Consultant 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. Consultant 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. Page 43 of 43 A�® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDOn Y) 06/29/2018 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 pollcy,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 Jody Virmg NAME: DOLLIFF INSURANCE A0.0.1 Ea. (952)593-7400 FAX Nc: (952)593-7444 6465 Wayzata Blvd.Ste.850 E-MAIL ADDRESS: virn jig@dollift.com INSURER(S)AFFORDING COVERAGE NAIC9 Saint Louis Park MN 5 542 6-1 74 9 INSURERA: Hanover Insurance Company INSURED INSURER B: Hanover Insurance Company 25658 The Friends of the Saint Paul Public Library INSURER C: Citizens Insurance Company ofAmenca 1080 Montreal AVenue INSURERD: Philadelphia Indemnity Insurance Company Suite 2 INSURER E: Saint Paul MN 55116 INSURER F: COVERAGES CERTIFICATE NUMBER: CL1862911148 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE 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. ILTR TYPE OF INSURANCE NSD MD POLICYNUMBER MMMDDIYYYY MMmDlYY1'Y LIMITS x COM MERCIALGENERALLIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS-MADE �OCCUR PREMISES Ea occurrence S DAMI IQ FEN I Hu 300,000 MED EXP(Anyoneperson) S 10,000 A Y Y OBXD624281 03/02/2018 03/0212019 PERSONALa ADV INJURY s 1,000,000 GEN'LAGGREGATE LIMITAPPLIESPER. GENERALAGGREGATE $ 2,000,000 X POLICY JECT LOD PRODUCTS-COMP/OP AGG S 2,000,000 OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S 1.000,000 Ea accident ANYAUTO BODILY INJURY(Per person) s A OWNED SCHEDULED Y Y OSXD624281 03/0212018 03/02/2019 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE s X AUTOS ONLY H AUTOSONLV Per accident s x UMBRELLA LIAB x OCCUR EACH OCCURRENCE s 1,000,000 C EXCESS LIAR CLAIMS-MADE OBXD624281 03/02/2018 03/02/2019 AGGREGATE S 1,000,000 DEO I X1 RETENTION S 0 S WORKERS COMPENSATION PER OTH- YIN AND EMPLOYERS'LIABILITY X STATUTE ER 1,000,000 C ANY PROPRETOREXCL EXCLUDED? CUTIVE ❑ NIA Y VVBX8966525 03/02/2018 03/0212019 EL EACH ACCIDENT $ OF ndarto MEMBER EXCLUOED4 If yes dtoryin NH) EL.DISEASE-EA EMPLOYEE $ 1,000,000 DES RIPTI Nunder 1.000,000 DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ Professional Liability $1,000,000 Each Claim D N PHSD1209671 02/16/2018 02/1612019 $1,000,000 Aggregate Claims Made DESCRIPTION OF OPERATIONS I LOCATIONS?VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Palm Springs its officials,employee and agents are named as additional insured in regards to General Liability and Hired Nan-OwnedLiabTty as per wntten con ct. Prima ontroutory wor�ing appies along with Waiver of Subrogation in regards to Gen rg_al I inhwty and Hired ,Non-Owned Auto labil as per writt n an ra r Waiver of Subrogation also applies to the Workers Csa i_..in favor of the City. 0 Da vs notice of cancellation applies the General Liabilty,Hired&Non-Owned Liability D�. and workers Compensation. Amending previous oenificate. ' 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 Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs CA 92262 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Hanover lnsuraoce Group_ ODXA461399 2509686 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured - Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage - Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury - Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5 B. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION 11 - (2) Premises you own, rent, lease or LIABILITY: occupy; or 1. Additional Insured by Contract, Agreement or (3) Your maintenance, operation or use of Permit equipment leased to you. The following is added to SECTION II - b. The insurance afforded to such additional LIABILITY, C.Who Is An Insured: insured described above: Additional Insured by Contract, Agreement or (1) Only applies to the extent permitted by Permit law; and a. Any person or organization with whom you (2) Will not be broader than the insurance agreed in a written contract, written which you are required by the contract, agreement or permit to add such person or agreement or permit to provide for such organization as an additional insured on additional insured. your policy is an additional insured only with (3) Applies on a primary basis if that is respect to liability for 'bodily injury", required by the written contract, written property damage", or 'personal and agreement or permit. advertising injury" caused, in whole or in part, by your acts or omissions, or the acts (4) Will not be broader than coverage or omissions of those acting on your behalf, provided to any other insured. but only with respect to: (5) Does not apply if the "bodily injury", (1) "Your work" for the additional insured(s) "property damage" or "personal and designated in the contract, agreement or advertising injury"is otherwise excluded permit; from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 c. This provision does not apply: The most we will pay on behalf of the (1) Unless the written contract or written additional insured for a covered claim is the agreement was executed or permit was lesser of the amount of insurance: issued prior to the "bodily injury", 1. Required by the contract, agreement or "property damage", or "personal injury permit described in Paragraph a.; or and advertising injury". 2. Available under the applicable Limits of (2) To any person or organization included Insurance shown In the Declarations. as an insured by another endorsement This endorsement shall not increase the issued by us and made part of this applicable Limits of Insurance shown in the Coverage Part. Declarations (3) To any lessor of equipment: e. All other insuring agreements, exclusions, (a) After the equipment lease expires; or and conditions of the policy apply. (b) If the "bodily injury", "property 2. Additional Insured-Broad Form Vendors damage", "personal and advertising The following is added to SECTION 11 - injury" arises out of sole negligence LIABILITY,C.Who Is An Insured: of the lessor. (4) To any: Additional Insured-Broad Form Vendors a. Any person or organization that is a vendor (a) Owners or other interests from whom with whom you agreed in a written contract land has been leased if the or written agreement to include as an occurrence" takes place or the additional insured under this Coverage Part offense is committed after the lease is an insured, but only with respect to liability for the land expires; or for "bodily injury" or "property damage" (b) Managers or lessors of premises if: arising out of "your products" which are (i) The "occurrence" takes place or distributed or sold in the regular course of the offense is committed after the vendor's business. you cease to be a tenant in that b. The insurance afforded to such vendor premises; or described above: (11) The "bodily injury", "property (1) Only applies to the extent permitted by damage", "personal injury' or law; "advertising injury" arises out of (2) Will not be broader than the insurance structural alterations, new which you are required by the contract or construction or demolition agreement to provide for such vendor; operations performed by or on behalf of the manager or lessor. (3) Will not be broader than coverage (5) To "bodily injury", "property damage" or provided to any other insured; and "personal and advertising Injury" arising (4) Does not apply if the "bodily injury", out of the rendering of or the failure to "property damage" or "personal and render any professional services. advertising injury" is otherwise excluded m coverage under this This exclusion applies even if the claims in�uding any a do sementsoverage theretto Part, against any insured allege negligence or other wrongdoing in the supervision, c. With respect to insurance afforded to such hiring, employment, training or vendors, the following additional exclusions monitoring of others by that insured, if apply: the "occurrence" which caused the The insurance afforded to the vendor does "bodily injury" or "property damage" or not apply to: the offense which caused the "personal 1 "Bodily injury" or " ro ert damage" for and advertising injury" involved the ( ) y p. p Y g rendering of or failure to render any which the vendor is obligated to pay professional services by or for you. damages by reasons of the assumption of liability in a contract or agreement. This d. With respect to the insurance afforded to exclusion does not apply to liability for these additional insureds, the following is damages that the insured would have in added to SECTION II - LIABILITY, D. Liability the absence of the contract or and Medical Expense Limits of Insurance: agreement; (2) Any express warranty unauthorized by you; 391.1006 08 16 Includes copyrighted materials of Insurance services Offices, Inc.,with its permission. Page 2 of 6 a Hanover Insurance Group. ODXA461399 2509686 (3) Any physical or chemical change in the The most we will pay on behalf of the vendor product made intentionally by the for a covered claim is the lesser of the vendor; amount of insurance: (4) Repackaging, unless unpacked solely for 1. Required by the contract or agreement the purpose of inspection, described in Paragraph a.; or demonstration, testing, or the 2, Available under the applicable Limits of substitution of parts under instruction Insurance shown in the Declarations; from the manufacturer, and then repackaged in the original container; This endorsement shall not increase the (5) Any failure to make such inspection, applicable Limits of Insurance shown in the adjustments, tests or servicing as the Declarations. vendor has agreed to make or normally 3. Alienated Premises undertakes to make in the usual course SECTION II - LIABILITY, B. Exclusions, 1. of business in connection with the sale Applicable To Business Liability Coverage k. of the product; Damage to Property, paragraph (2) is replaced by (6) Demonstration, installation, servicing or the following: repair operations, except such (2) Premises you sell, give away or abandon, if operations performed at the vendor's the "property damage" arises out of any part premises in connection with the sale of of those premises and occurred from hazards the product; that were known by you, or should have (7) Products which, after distribution or sale reasonably been known by you, at the time by you, have been labeled or relabeled the property was transferred or abandoned. or used as a container, part or 4. Broad Form Property Damage - Borrowed ingredient of any other thing or Equipment, Customers Goods, Use of Elevators substance by or for the vendor; a. The following is added to SECTION II (6) "Bodily injury" or "property damage" LIABILITY, B. Exclusions, 1. Applicable To arising out of the sole negligence of the Business Liability Coverage, k. Damage to vendor for its own acts or omissions or Property: those of its employees or anyone else paragraph (4) does not apply to "property acting on its behalf. However, this equipment while at a damage" to borrowed a ui exclusion does not apply to: g q p jobsite and not being used to perform (a) The exceptions contained within the operations. exclusion in subparagraphs (4) or (6) Paragraph 3 , 4 and 6 do not apply to above; or g p O O O pp y "property damage" to "customers goods" (b) Such inspections, adjustments, tests while on your premises nor to the use of or servicing as the vendor has elevators. agreed to make or normally b. For the purposes of this endorsement, the undertakes to make the usual following definition is added to SECTION II - course of business, in connection LIABILITY, F. Liability and Medical Expenses with the distribution or sale of the ty products. Definitions: (9) "Bodily injury" or "property damage" 1. "Customers goods" means property of arising out of an "occurrence" that took your customer on your premises for the place before you have signed the purpose of being: contract or agreement with the vendor. a. Worked on; or (10)To any person or organization included b. Used in your manufacturing process. as an insured by another endorsement c. The insurance afforded under this provision is issued by us and made part of this excess over any other valid and collectible Coverage Part. property insurance (including deductible) (11)Any insured person or organization, available to the insured whether primary, from whom you have acquired such excess, contingent or on any other basis. products, or any ingredient, part or container, entering into, accompanying 5. Incidental Malpractice - Employed Nurses, EMT's or containing such products. and Paramedics d. With respect to the insurance afforded to SECTION II - LIABILITY, C.Who Is An Insured , these vendors, the following is added to paragraph 2.a.(1)(d) does not apply to a nurse, SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 emergency medical technician or paramedic o. Recall of Products, Work or Impaired employed by you if you are not engaged in the Property is replaced by the following: business or occupation of providing medical, o, Recall of Products, Work or Impaired paramedical, surgical, dental, x-ray or nursing Property services. 6. Personal Injury-Broad Form Damages claimed for any loss, cost or expense incurred by you or others for a. SECTION II - LIABILITY, B. Exclusions, 2. the loss of use, withdrawal, recall, Additional Exclusions Applicable only to inspection, repair, replacement, "Personal and Advertising Injury", paragraph adjustment, removal or disposal of: e. is deleted. (1) "Your product"; b. SECTION 11 - LIABILITY, F. Liability and (2) "Your work"; or Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is (3) "Impaired property"; replaced by the following: If such product, work or property is b. Malicious prosecution or abuse of withdrawn or recalled from the market or process. from use by any person or organization C. The following is added to SECTION II - because of a known or suspected defect, deficiency, inadequacy or dangerous LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and condition in it, but this exclusion does injury": not apply to 'product recall expenses" advertising 1 �'��� that you incur for the "covered recall" of "Discrimination" (unless insurance thereof is "your product". prohibited by law) that results in injury to the However, the exception to the exclusion feelings or reputation of a natural person, does not apply to "product recall but only if such "discrimination" is: expenses" resulting from: (f) Not done intentionally by or at the (4) Failure of any products to accomplish direction of: their intended purpose; (a) The insured; (5) Breach of warranties of fitness, (b) Any officer of the corporation, quality, durability or performance; director, stockholder, partner or (6) Loss of customer approval, or any member of the insured; and cost incurred to regain customer (2) Not directly or indirectly related to an approval; "employee", not to the employment, (7) Redistribution or replacement of prospective employment or termination "your product" which has been ,of any person or persons by an insured. recalled by like products or d. For purposes of this endorsement, the substitutes; following definition is added to SECTION 11 - (6) Caprice or whim of the insured; LIABILITY, F. Liability and Medical Expenses Definitions: (9) A condition likely to cause loss of 1. "Discrimination" means the unlawful which any insured knew or had reason to know at the inception of treatment of individuals based upon race, this insurance; color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" (10)Asbestos, including loss, damage or does not include the unlawful treatment clean up resulting from asbestos or of individuals based upon developmental, asbestos containing materials; or physical, cognitive, mental, sensory or (11)Recall of "your products" that have emotional impairment or any no known or suspected defect solely combination of these. because a known or suspected e. This coverage does not apply if liability defect in another of "your products coverage for "personal and advertising has been found. injury" is excluded either by the provisions of b. The following is added to SECTION II - the Coverage Form or any endorsement LIABILITY, C. Who Is An Insured, paragraph thereto. 3.b.: 7. Product Recall Expense "Product recall expense" arising out of any a, SECTION 11 - LIABILITY, B. Exclusions, 1. withdrawal or recall that occurred before you Applicable To Business Liability Coverage, acquired or formed the organization. 391.1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 4 of 6 liu Hanover Insurance Group- ODXA461399 2509686 c. The following is added to SECTION II - of a deductible amount, you shall LIABILITY, D. Liability and Medical Expenses promptly reimburse us for the part of the Limits of Insurance: deductible amount we paid. Product Recall Expense Limits of Insurance The Product Recall Expense Limits of a. The Limits of Insurance shown in the Insurance apply separately to each SUMMARY OF COVERAGES of this consecutive annual period and to any endorsement and the rules stated below remaining period of less than 12 months, fix the most that we will pay under this starting with the beginning of the policy Product Recall Expense Coverage period shown in the Declarations, unless the regardless of the number of: policy period is extended after issuance for an additional period of less than 12 months. (1) Insureds; In that case, the additional period will be (2) "Covered Recalls" initiated; or deemed part of the last preceding period for 3 Numberof " ducts" the purposes of determining the Limits of ( ) your pro Insurance. nsurance. b. The Product Recall Expense Aggregate d. The following is added to SECTION II - Limit is the most that we will reimburse LIABILITY, E. Liability and Medical Expense General Conditions, 2 Duties in the Event of you for the sum of all "product recall expenses" incurred for all "covered Occurrence, Offense, Claim or Suit: recalls" initiated during the policy period. You must see to it that the following are r done in the event of an actual or anticipated c. The Product Recall Each Occurrence Limit the most Each will Occurrence in "covered recall" that may result in "product connection with any one detect or recall expense": deficiency. (1) Give us prompt notice of any discovery d. All "product recall expenses" in or notification that "your product" must be withdrawn connection with substantially the same "your recalled. Include a p general harmful condition will be rreasonflor the witdrawal or recall; the deemed to arise out of the same defect or deficiency and considered one (2) Cease any further release, shipment, "occurrence". consignment or any other method of e. Any amount reimbursed for "product distribution of like or similar products P until it has been determined that all recall expenses" in connection with any such products are free from defects that one "occurrence" will reduce the amount could be a cause of loss under this of the Product Recall Expense Aggregate insurance. Limit available for reimbursement of "product recall expenses" in connection e. For the purposs of this endorsement, the with any other defect or deficiency. following definitions are added to SECTION f. If the Product Recall Expense Aggregate 11 - LIABILITY, F. Liability and Medical Limit has been reduced by Expenses Definitions: reimbursement of "product recall 1. "Covered recall" means a recall made expenses" to an amount that is less than necessary because you or a government the Product Recall Expense Each body has determined that a known or Occurrence Limit, the remaining suspected defect, deficiency, Aggregate Limit is the most that will be inadequacy, or dangerous condition in available for reimbursement of "product "your product" has resulted or will result recall expenses" in connection with any in "bodily injury" or"property damage". other defect or deficiency. 2. "Product recall expense(s)" means: g. Product Recall Deductible a. Necessary and reasonable expenses We will only pay for the amount of for: "product recall expenses" which are in (1) Communications, including radio excess of the $500 Product Recall or television announcements or Deductible. The Product Recall printed advertisements including Deductible applies separately to each stationary, envelopes and "covered recall". The limits of insurance postage; will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment 391.1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 (2) Shipping the recalled products (1) If the "products - completed operations from any purchaser, distributor or hazard" is excluded from coverage under user to the place or places this Coverage Part including any designated by you; endorsement thereto; or (3) Remuneration paid to your (2) To "product recall expense" arising out of regular "employees" for any of"your products" that are otherwise necessary overtime; excluded from coverage under this (4) Hiring additional persons, other Coverage Part including endorsements than your regular"employees"; thereto. (5) Expenses incurred by"employees" 8• Unintentional Failure to Disclose Hazards including transportation and The following is added to SECTION II - accommodations; LIABILITY, E. Liability and Medical Expenses (6) Expenses to rent additional General Conditions: warehouse or storage space; Representations (7) Disposal of "your product", but We will not disclaim coverage under this only to the extent that specific Coverage Part if you fail to disclose all hazards methods of destruction other than existing as of the inception date of the policy those employed for trash provided such failure is not intentional. discarding or disposal are 9. Unintentional Failure to Notify required to avoid "bodily injury" The followingis added to SECTION II - or "property damage" as a result LIABILITY, 2 Liabili and Medical Expenses of such disposal, General Conditions, Duties in the Event of you incur exclusively for the purpose Occurrence,Offense, Claim or Suit: of recalling "your product"; and Your rights afforded under this Coverage Part b. Your lost profit resulting from such shall not be prejudiced if you fail to give us "covered recall". notice of an "occurrence", offense, claim or "suit", E This Product Recall Expense Coverage does solely due to your reasonable and documented not apply: belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS,CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 391.1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 6 of 6