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HomeMy WebLinkAboutA7153 - PSCC WALK OF STARSCONTRACT SERVICES AGREEMENT Palm Springs Walk of Stars Program Administration THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered into on [vwl- 2018, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and the Palm Springs Chamber of Commerce, a California non-profit corporation, ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. The City has established a program to honor certain artists and celebrities from stage, radio, film, television: to honor literary artists, including authors, playwrights, and screenwriters; to honor local residents considered "Pioneers" or civic community leaders; to honor certain humanitarians who have contributed to charitable causes; to honor certain sports athletes; to honor certain distinguished members of the military: and to otherwise honor such persons as the City desires to recognize in accordance with criteria developed and approved by the City. This recognition program has been previously identified as the "Palm Springs Walk of Stars," and includes installation and maintenance of "Stars" designating the honorees located in the City's sidewalk within public rights-of-way and on certain private property, hereinafter to be referred to as the "Program." B. The City has determined that there is a need to assign administration of the Program to the Palm Springs Chamber of Commerce, whereby the Program will be administered similar to the Hollywood Walk of Fame that is administered by the Hollywood Chamber of Commerce. C. Contractor has submitted to City a proposal to administer the Program for the City under the terms of this Agreement. D. Based on its experience, education, training, and reputation, Contractor Is qualified and desires to provide the necessary services to City for administering the Program. E. City believes that the City, its citizens and visitors benefit from the Program, and desires to continue the Program under this Agreement providing for administration of the Program by the Contractor. Page 1 of 11 NOW THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth herein, the Parties hereto incorporate the recitals set forth above, and further agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall administer the Program as described in the Scope of Services attached to this Agreement as Exhibit "A" and incorporated by reference (the "Services"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Contractor. Delays shall not entitle Contractor to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement as set forth in Exhibit "A". Contractor shall receive a management fee for administering the Program not to exceed Two Thousand Five Hundred Dollars ($2,500) per month, or Thirty Thousand Dollars ($30,000) per year, in addition to any such direct expenses in administering the Page 2 of 11 Program which shall be reimbursed by City as further identified on Exhibit "A". At the conclusion of the first year of this Agreement, the Parties shall review the actual costs for administering the Program, and negotiate potential adjustment of fees as may be determined upon mutual agreement of the Parties, as evidenced by an amendment of this Agreement approved by the City Manager. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment. Contractor shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor's invoice. 3.3 Changes. In the event any change or changes in the Scope of ServicesAA/ork is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Scheduie of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A". Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, if Contractor notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Contractor notification, the Contract Officer shall investigate the facts and the Page 3 of 11 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 three years, commencing on June 5, 2018, and ending on June 30, 2021. Upon mutual agreement of the Parties, this Agreement may be extended for two (2), optional one (1) year extensions, through June 30, 2023. This Agreement may be further amended to extend the term by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Contractor may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified services and work: Nona Watson, Chief Executive Officer. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Page 4 of 11 Therefore, Contractor shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the services required, except as otherwise specified. Contractor shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however. City shall have the right to review Contractor's work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Nona Watson Chief Executive Officer 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law. Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Page 5 of 11 Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Contractor is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law. Contractor shall indemnify, defend (at Contractor's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Contractor's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Contractor's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Contractor shall require all non-design-professional sub contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub-section 7.1 in favor of the Indemnified Parties. In addition. Contractor shall require all non-design-professional sub-contractors, used or sub contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Page 6 of 11 Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Contractor shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Contractor shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. Page 7 of 11 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for 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-Llabilltv of CItv Officers and Emplovees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin {i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading. Page 8 of 11 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. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Palm Springs Chamber of Commerce Attention: Nona Watson 190 W. Amado Road Palm Springs, California 92262 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 Severabilltv. 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 Partv Beneflciarv. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Page 9 of 11 Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or othenwise, 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 Authorltv. 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. [ SIGN A TURES ON NEXT PAGE ] Page 10 of 11 n n '<■>/- :■ -e- ^ -jC ■ Z-V.r^r. .,t<^;. h. ,y .i' ^ /.;Y^v^f ■-;■ r''"" ■ ■' i! IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Date: "CITY" City of Palm Springs DSvid H. Ready^ PhD "^jTV City Manager APPROVED AS TO FORM:ATTEST By: Edward Z. Kotkin, City Attorney approved by city council wVvA $.A- 6>I/' Date: 5^/3 ^ j Arj^hony ity Clerk "CONTRACTOR" Palm Springs Chamber of Commerce By im hht^y^ Nona Watson Date: ^ Chief Executive Officer Board Member Page 11 of 11 H#. . J!owa Ypa va oavca w CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of On before me. iHun: i<iurn lUtre iOa U Uic aAiJ^J i personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/lhey executed the same in his/her/their authorized capacity(ies). and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person{s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public Signature (Notary Seat) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE AH ACHED DOCUMENT |1 Alt cr el atUcM docLinent) (Tida or OeiCDplKin ol attadiad i&cumenl contmueO) Numiw erf Pages Document Date CAPACITY CLAIMED BY THE SIGNER □ Individual (s) C Corporate Officer (nfle) r I Partncr(s) n Attorney-jn Fact [ - Trustoe(s) I - Other I.NSIRl.rilO.NS lOK fDMtMMtNd UtlS lORM I/iii/tirui .ruty/r.'f uaM t ii/rfiit ( j/i/ijruiu rtnfjfi/mii niuu/\ utirUing anj if tueJfJ. thiiulJ aiiJ iHUM fitfJ hJ f/i«- •iikftuuii-Hr /iiiin ittJwr /nut he ^tvupieleJhtr JiKtimenix heiitfi letti lit ihal itute ui timt{ lit the Mf>fij/Jiy[ Jitet mitt royuiCk- the I u/j/iiru/u futtitrt m tat/iite ( ulifiiraiij ittihin /jti > .Vutc jnl I i>uitt> i4ieiMni4iiiiii niu-tl he lite Suli: and I'liuzil) Mheiv the ihikUfltt.-ut tiuitnitl |!KtM«ul}v jppejictl hcfine tltc ntii4i> pulitiL Fim acliumlcdyintcni • iJjtc uJ la.ttjiu'jdikiu iniitl lie tlie ilite tlut Uie ti^iteiitl ptfum^Uv j|>peajed which (tttiM jliii Iv llu.- i/iiiH.' djte the jckmnt ieitpineiu <t ctiii^ted ■ the ihrtjiy puhU: itniM piiitl liu itt hei luiiw »\ it ottpetui wilhin hit ue he< OHtimitcH.'ci fi<4Un«eii In 4 iiuitnu jnd ilien yitut title (luituiv puhla ) • I'liiil the njnu-li) i)( ihvunieitt u^nk-iltl whii |«eruict4tlv it|<fH;4i 41 iIk- tune iil nkil4ti/J<uei • tiitlik4le llie ciiiicvi tiRgiiUi •<( ptur4l Uuhm ht cnmtiip t«l1 iiiLiinect liumi (le Im tile tily 1.1. It Mm I itt ciii'liilii lite CtMiv'WI iixnit i iitliie In CiXieclly lltiliC4te lllti iel>iiin4liiia ituy le/bJ lit ie|>.iiiu(i kil'diKiiineiti levixdiity • tlie iuil4>v tt-al wipirt'iiiMi imi\i tie cleat 4rJ phi<«i«a4t''''^'''"v KftimliKihk- liii|tio<iiei mutl ihii Ciitei teM in littei ll h-4I lltt|>le^\)l](l miutlyvi iv-w-al tl 4 tulliiivTtI aivu ficiitiili iidieiwite ctiitifilele 4 Jitleient jkLiuiwiedyiiicnl hum » Si^utiiie <il itv ai/Cjt v jiulilu iniiM ituU h (lie tiyn4luie nn lile willi the tiilKe ol the ututilv ilitk ^ AihiilKituI iitlniiiutwin i-k lUil ikipiiioj liitl ciwild help to eHMUe tint jkimnik-kletliK-tll n ih4 iiuutked/X 4ll.lLhul to 4 ililU-iettl ihw liniem ^ liidujie tilV- III tt|v xl .ilt.uhk-i| Jii>.i.HiKitl ituitJief »l (Viiikn 4tul iLile ^ lii<lii.4le itv k4{Mkilt iLiiiiw-J In tin- tiimei ll the ebinied 14p41.1l> 11 4 .<it|xii4le iilluet Iiwlu4le die title II e ( lO ('Ml Sei'ieUo) > .Sntiieiv 4II41I1 ihiiiliHiiitieia III the limited ihh.imten) nith 4 tC4fik- EXHIBIT "A" SCOPE OF SERVICES Including, Schedule of Fees And Schedule of Performance Task 1: Program Administration General Management Contractor shall provide all required management and administration services required to implement the Program on an annual basis. To that end, the City sets forth an expectation that the Program will be administered by Contractor in a similar fashion as the Hollywood Walk of Fame is administered by the Hollywood Chamber of Commerce. Contractor shall establish such application forms, documents, and processes as deemed reasonably necessary to administer the Program, including implementation through social networks, websites and other platforms. Contractor shall coordinate with the City's Public Information Officer or such other staff as may be required to market the Program to the general public. Contractor shall be responsible to coordinate and provide all services necessary to develop and implement the Program. Advisory Committee Contractor shall establish an Advisory Committee to accept and review nominations of honorees to the Program, who will receive recognition through the installation of a "Star" within the City's public sidewalk, or on private property with the written approval of the property owner, at locations recommended by the Contractor and approved by the City. Contractor shall be responsible for administering to the Advisory Committee as required to ensure the Advisory Committee is fully engaged and empowered to solicit, receive, review, and approve nominations of honorees to the Program. All nominees to the Program shall comply with criteria established by the City, as may be revised from time to time. The currently approved criteria is included as Attachment 1 to this Exhibit "A", and shall not be changed without the written approval of the City. Contractor shall ensure that the Advisory Committee applies the City's approved criteria, and no other criteria, in evaluating nominees to the Program. Contractor shall convene meetings of the Advisory Committee at least twice annually, or at such other times as deemed necessary by Contractor or City. City Oversight Oversight of the Program shall be provided by City through its City Council Subcommittee appointed by the City Council for the Program, (the "City Council Subcommittee"). Contractor shall meet with the City Council Subcommittee and appropriate City staff as reasonably necessary to review and discuss Contractor's administration of the Program. All management, administration, and implementation of the Program is subject to the review and approval of the City Council Subcommittee, under such regulations as the City Council Subcommittee may determine from time to time. Exhibit A - Page 1 star Honorees Contractor shall endeavor to process a minimum of six (6) to a maximum of twelve (12) new honorees to the Program, through installation of a "Star" and Dedication Ceremony for each honoree, on an annual basis. The City reserves the right to adjust the number of required new honorees as it may require from time to time, in consultation with Contractor. The City hereby establishes a fee of Fifteen Thousand Dollars ($15,000) as the cost to be included as an honoree to the Program, (the "Fee"). The City reserves the right to adjust the Fee as it may require from time to time, in consultation with Contractor. Corporate Honorees City hereby establishes a new corporate honoree to the Program, in consultation with the Consultant a process and criteria for evaluating corporate nominees shall be established. All corporate honorees shall require City Council approval. The Parties shall determine the frequency of Contractor's approval of corporate honorees. The City hereby establishes a fee of One Hundred Thousand Dollars ($100,000) as the cost to be included as a corporate honoree to the Program, (the "Corporate Fee"). The City reserves the right to adjust the Corporate Fee as it may require from time to time, in consultation with Contractor. Donor/Contributor Releases Contractor shall obtain a written waiver and release from all donors or contributors paying the Fee or Corporate Fee, thereby waiving and releasing all rights, title, and interest to a "Star" for which they are paying the Fee or Corporate Fee. Contractor and City shall develop the waiver and release form to be used for this purpose. City Ownership of Stars Contractor acknowledges and understands that, during the term of this Agreement, City shall remain the sole owner of all of the Stars which are part of the Program as of the date of this Agreement, and that, during the term of this Agreement, City shall be the sole owner of all additional Stars which are added to the Program. City does not grant to Contractor any license or ownership rights to the Stars or the Program. Exhibit A - Page 2 Task 2: Program Implementation General Implementation Contractor shall be responsible for coordinating all activities related to installation of "Stars" and Dedication Ceremonies for new honorees to the Program as further identified herein. By this Agreement, City hereby grants to Contractor, its employees, agents and guests, permission to enter upon and use such portions of the City's public rights-of-way where installation of "Stars" will occur and Dedication Ceremonies will be held. Contractor may propose installation of "Stars" anywhere in the City's Uptown/Downtown District Area. At City's sole discretion, relocation of any new "Star" may be requested by City in consultation with Contractor. Photographic Inventory Contractor shall develop and maintain a photographic inventory and an overall map of the City's existing Program, and as further expanded under Contractor's administration of the Program pursuant to this Agreement. Star Design For each "Star" to be installed for new honorees to the Program, Contractor shall continue to order, furnish and install a "Star" identical to those existing as of the effective date of this Agreement, manufactured by Hemet Valley Monuments, 506 Wellwood St., Beaumont, CA 92223, (951) 845-4627, as further described herein. Contractor may solicit other vendors for fabrication of Stars, provided that the Star meets the product specifications as required herein. Each "Star" shall be a solid sand-blasted granite block, approximately thirty-six inches (36") wide by thirty-six inches (36") long by three inches (3") thick, and shall be installed flush with the existing sidewalk. The exposed surface of each Star shall be sand-blasted consistent with the requirements further specified herein, and shall include a design in the shape of a star, with a palm tree encircled inside the star; a photograph of the design is included as Attachment 2 to this Exhibit "A". Any new "Star" shall be sand blasted to ensure that the surface of the "Star" has an average, dry, static coefficient friction of at least 0.75 in accordance with applicable American Society for Testing and Materials (ASTM) standards. instaiiation on Private Property Any "Star" installed on private property shall require prior approval by the City, subject to Contractor's receipt of written approval from the owner(s) of the property on which the "Star" is to be installed, on a form approved by the City Attorney, including comprehensive liability insurance which covers such private property and lists the City, the Palm Springs Chamber of Commerce, and the Program, as an additional insured. Contractor and City shall develop all such forms and insurance requirements to be used for this purpose. Exhibit A - Page 3 star Installation Contractor shall be responsible for soliciting, reviewing and approving any contract for the physical installation of a new "Star", requiring removal of existing sidewalk, installation of the new "Star", and associated work as necessary to fully and completely install the "Star" within the existing sidewalk. Contractor shall provide notice to City of the firm selected by Contractor for this work, who shall be a licensed California contractor (Class A - General, or Class C-8 - Concrete). Contractor's selected contractor shall obtain an encroachment permit from City prior to installation of a new "Star", with such fees to be waived by City. Contractor shall coordinate payment of any costs associated with installation of a new "Star", with such cost to be reimbursed to Contractor by the City on the subsequent monthly invoice submitted by Contractor. Copies of all contracts, invoices and proof of payment shall be included with any such invoice on which Contractor requests reimbursement for this direct cost. City anticipates the cost for furnishing and installing a new "Star" shall not exceed $2,500. Contractor shall advise City at any time the cost to furnish and install a new "Star" exceeds $2,500. Dedication Ceremonies Contractor shall be responsible for coordinating all activities associated with Dedication Ceremonies for the installation of a new "Star" for recognized honorees to the Program, including set up and take down (load/unload) of audio or visual equipment, seating and chairs, preparation and framing of any proclamation, entertainment, flowers, pins, plaques, and other items reasonably required for the Dedication Ceremony. Contractor shall coordinate payment of any costs associated with Dedication Ceremonies, with such cost to be reimbursed to Contractor by the City on the subsequent monthly invoice submitted by Contractor. Copies of all contracts, invoices and proof of payment shall be included with any such invoice on which Contractor requests reimbursement for this direct cost. City anticipates the cost for planning and holding Dedication Ceremonies shall not exceed $500. Contractor shall advise City at any time the cost for Dedication Ceremonies exceeds $500. Exhibit A - Page 4 Program Costs and Fees City shall compensate Contractor a fixed management fee of $2,500 per month, paid in monthly installments, not to exceed $30,000 annually, as compensation for all management services associated with administering the Program. City shall reimburse Contractor all direct costs incurred with implementation of the Program related to the furnishing and installation of a new "Star", and with the planning and execution of a Dedication Ceremony for an honoree to the Program. Contractor shall endeavor to ensure that its total direct costs associated with any new honoree do not exceed $3,000. In its approval of any new honoree to the Program, Contractor shall coordinate payment of the Fee or Corporate Fee pursuant to the Program, with such payment made payable to the City of Palm Springs. City shall receive all such revenue generated by the Program through payment of the Fee or Corporate Fee. Pursuant to this Agreement, Contractor shall receive no benefit or payment associated with the Fee or Corporate Fee, other than payment of the fixed management fee and reimbursement of direct costs as specified herein. City Program Responsibilities City shall be solely responsible for maintenance of the Stars, including removal and replacement as may be required. Contractor shall identify any existing Stars that require removal and replacement, and provide notification to City. City shall be responsible for annual testing of the Stars to ensure the surface of the Stars has an average, dry, static coefficient friction of at least 0.75 in accordance with applicable American Society for Testing and Materials (ASTM) standards. City shall be responsible for repairing any Stars that fail the ASTM test with regard to the static coefficient of friction. Start Up Fees/Costs City acknowledges that it shall provide Contractor funding for acquisition of certain materials and supplies directly related to the Dedication Ceremonies; for development of a website for the Program; and for development of an application for use by the public in marketing the Program. The Parties shall mutually agree on the list of materials, supplies, and items related to Contractor's initiation of the Program and a budget therefore, which shall be negotiated separately from this Agreement. Exhibit A - Page 5 Attachment 1 to Exhibit "A" SELECTION CRITERIA FOR PROGRAM HONOREES Humanitarian: A Meritorious Star will be considered for applicants who have greatly distinguished themselves with altruistic deeds and significant contributions to their city, state & country. The honoree should have received national or international recognition in the form of honors or awards. The honoree should be widely known by the general public to have helped alter the lives of people locally or internationally, or have had a significant positive effect on mankind, or the health and well-being within the community. Examples: Jackie Lee Houston, Harold Matzner Entertainment: Show business people who have distinguished themselves as actors, producers, directors, playwrights, cinematographers, musicians, either on Stage, Radio, Film, and/or Television, as well as people who have otherwise become prominent in the field of Entertainment. Each applicant in the field of entertainment should have been recognized by their peers, received significant honors and awards for their achievements, and be known or recognized internationally in their industry. Examples: Frank Sinatra, Trini Lopez, Sophia Loren, Marilyn Monroe, Elvis Presley Civic/Pioneer: A Meritorious Star will be considered for community members who have been prominently and historically linked to the development of Palm Springs such as early settlers, tribal members, and civic personalities with significant achievement who have distinguished themselves in the service of the community. Elected City of Palm Springs officials must be out of office one year to be eligible for nomination and must meet the criteria. Examples: Richard Milanovich, Frank Bogart, Nellie Coffman Architect/Artist: Those leaders in the field of architecture and art who have helped shape the look and feel and character of Palm Springs on a national or international level, and whose works have been recognized on a national or international level. The nominee must have contributed to creating the unique style that Palm Springs is known for internationally. Sports Star: A star will be considered to those who have had a high level of success in the field of sports and have been recognized by peers in their field. They must have been honored on a national or international level and received awards and honors from their peers for their achievements. Examples: Timothy Bradley Jr, Arnold Palmer Attachment 1 - Exhibit A Military: A star will be considered for those nominees who have had a distinguished career in the military. The nominee must have achieved Flag or General Rank in one of the United States Armed Services. They should also have received significant personal recognition for their military accomplishments and be the recipient of a Congressional Medal of Honor; the Army Distinguished Service Cross; the Navy Cross; the Air Force Cross; Defense Distinguished Service Medal; and/or The Silver Star. Examples: General Patton, General/President Eisenhower Literary: A star will be considered for authors, playwrights, screen writers or persons who penned literary works of considerable distinction, including those who have achieved national or international recognition in the field of writing with awards or special merits. A nominee should be recognized by their peers in their field and must have received awards for their achievements in the category selected for the application submitted. Examples: Daryl Ponicsan, Truman Capote. Special Category Corporate Sponsorship Star: $100,000 All Corporate Sponsorships must be approved by City Council. Attachment 1 - Exhibit A Attachment 2 to Exhibit "A" PHOTOGRAPHIC EXAMPLE OF STAR TO BE USED IN THE PROGRAM siDOEv smmm Attachment 2 - Exhibit A EXHIBIT "B JJ 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) Exhibit B INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required X is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees. Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, Exhibit B employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance. Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier In the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufflciencv of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured..." ("as respects City of Palm Springs Contract No. " or "for any and all work performed with the City" may be included in this statement^. 2. " This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. " or "for any and all work performed with the City may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail Exhibit B 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. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severabilitv 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. Exhibit B A.CORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/rYYY) 08/14/18 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 pclicy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the poiicy, 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 STANCO INSURANCE SERVICES INC 78365 Hwy 111 #285 La Quinta, CA 92253 0H93970 CONTACT NAME: (™Nr,F,tir (7601262-9545 ^MC.Noy. (760)262-9059 AOD^REss: eric^stancolnsuranceservlces.com INSURER(S) AFFORDING COVERAGE NAIC« INSURER A: Philadelphia Insurance Co.18058 INSURED Palm Springs Chamber of Commerce ISOWAmado Rd Palm Sorinas. CA 92262 INSURER B: Berkshire Hathawav (Guard!42390 INSURER c: United States Liability Co. (USLIl 25895 INSURER D : INSURER E : INSURERF : COVERAGES CERTIFICATE NUMBER;REVISION NUMBER; THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR l,TR TYPE OF INSURANCE ADOL iNsn SUBR wvn POLICY NUMBER POLICY EFF (MM/nn/YYYYl POUCY EXP IMM/DD/YYVYI UMITS A X COMMERCIAL GENERAL LIABILITY Y V PHPK1705852 09/01/17 09/01/18 EACH OCCURRENCE s 1.000,000 CLAIMS-MADE X OCCUR Damage TOREnTED PRFMIRF.S Ifn omjrrencei s 100.000 MED EXP (Any one person)s 5.000 X Professional Liability PERSONAL & ADV INJURY s 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER.GENERAL AGGREGATE s 2.000.000 X POLICY 1 1 5'|'(Sr" 1 1 LOG OTHER: PRODUCTS - COMP/OP AGG s 2.000,000 Professional (E&O)s 1,000,000 A AUTOMOBILE LIABILITY PHPK1705652 J 09/01/17 09/01/19 COMBINED SINGLE LIMIT (Ea accidfintl s 1.000.000 ANY AUTO HEDULED TOS )N-OWNED TOS ONLY BODILY INJURY (Per person)s OVWED AUTOS ONLY HIRED AUTOS ONLY SC Al BODILY INJURY (Per accident)s X X Nt Al PROPERTY DAMAGE (Per accidenO s s UMBRELLA LIAB OCCUR CUMMS-MADE EACH OCCURRENCE s EXCESS LIAB AGGREGATE s DED RETENTIONS s B WORKERS COMPENSATION AND EMPLOYERS'LIABILITY y ^ ANY PROPRIETOR/PARTNER€XECUTIVE ( 1 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes. descnbe under DESCRIPTION OF OPERATIONS below N/A Y PAWC882324 05/01/18 05/01/19 V PER OTH-A RTATIITF FR E.L EACH ACCIDENT s 1.000.000 E.L DISEASE-EA EMPLOYEE s 1.000.000 EL. DISEASE-POLICY LIMIT s 1.000.000 C Directors & Officers (D&O) & EPLI ND01574209 09/01/17 09/01/18 D&O EPLI 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) ^ City of Palm Springs and Its respective elected officials, officers, employees, agents, and volunteers are listed as Additional Insured. This Insurance is prlm^ and non- contributory over any insurance or self-insurance the City may have. RE: Written Contract . "*30 DAY NOTICE OF CANCELLATION*** \/ CERTIFICATE HOLDER CANCELLATION Palm Springs Chamber 190 W Amado Rd. Palm Springs, CA 92262 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY CHANGE DOCUMENT POLICY NO.: PHPK1705652 Philadelphia Indemnity Insurance Company| 22297 Networked Insurance Agents LLC NAMED INSURED palm Springs Chamber Commerce MAILING ADDRESS 190 W Amado Rd Palm Springs, CA 92262-5519 POLICY PERIOD:FROM 09/01/2017 TO 09/01/2018 at 12:01 A.M. Standard Time at your mailing address shown above. CHANGE EFFECTIVE 08/06/2018 CHANGE# 1 REVISION# 1 DESCRIPTION In consideration of the premium reflected, the policy is amended as indicated below: Added: PI-GL-005 Primary and Non Contributory Endorsement With respects to City of Palm Springs Per attached schedule Path ID 11952810 Total Annual Additional/Return Premium $ COUNTERSIGNED (Date) 0,00 NO CHANGE Total Prorate Additional/Return Premium $0.00 NO CHANGE BY (Authorized Representative) 08/14/2018 Issue Date Insurance Policy Page 1 of 1 PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED'^ , PRIMARY AND NON-CONTRIBUTORY INSURANCE / This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 08/06/2018 Name of Person or Organization (Additional Insured): City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 SECTION II - WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of or relating to your negligence In the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III - LIMITS OF INSURANCE. Ail other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy #PHPK1705652 PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non-Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments - Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments - Bail Bonds $5,000 5 Supplementary Payment - Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement - Janitorial Services Client Coverage $10,000 limit 6 Additional Insured - Newly Acquired Time Period Amended 6 Additional Insured - Medical Directors and Administrators Included 7 Additional Insured - Managers and Supervisors (with Fellow Employee Coverage) Included 7 Additional Insured - Broadened Named Insured Included 7 Additional Insured - Funding Source Included 7 Additional Insured - Home Care Providers Included 7 Additional Insured - Managers, Landlords, or Lessors of Premises Included 7 Additional Insured - Lessor of Leased Equipment Included 7 Additional Insured - Grantor of Permits Included 8 Additional Insured - Vendor Included 8 Additional Insured - Franchisor Included 9 Additional Insured - When Required by Contract Included 9 Additional Insured - Owners, Lessees, or Contractors Included 9 Additional Insured - State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us J Clarification 10 Liberalization Included 11 Bodily Injury - includes Mental Anguish Included 11 Personal and Advertising Injury - includes Abuse of Process, Discrimination Included 11 A. Extended Property Damage SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not appiy to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I - COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non-Owned Watercraft SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III - LIMITS OF INSURANCE. b. SECTION III - LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V - DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of; Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I - COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2, Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "vlolation(s)" by any insured. b. Criminal Acts Any "violation" which results In any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V - DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not Include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) G. Medical Payments - Limit Increased to $20,000, Extended Reporting Period If COVERAGE 0 MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I - COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I - COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I - COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. I.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I - COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement - Janitorial Services Client Coverage SECTION I - COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a, "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." 0. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II - WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators - Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors - Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co- "employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured - Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source - Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers - At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises - Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment - Automatic Status When Required In Lease Agreement With You - Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) organization Is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. Grantors of Permits - Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures: (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. Vendors - Only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to; (I) The exceptions contained in Sub-paragraphs (d) or (f); or (II) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor - Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract - Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors - Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) m. State or Political Subdivisions - Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS. Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury - Mental Anguish SECTION V - DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily Injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury - Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V - DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V - DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company