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HomeMy WebLinkAbout00730 - CONSULTING SVCS AGMT/ DBE / AIRPORT CONCESSION CONSULTANTS INC. CONTRACT SERVICES AGREEMENT Airport Concession and Disadvantaged Business Enterprise—ACC,Inc. THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered into on August 15, 2018, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and ACC, Inc, a California Corporation, ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a Disadvantaged Business Enterprise (DBE) Consultant, for assistance in preparation of uniform reporting and triennial goals for airport Improvement Projects and ACDBE Federal compliance reporting, ("Project"). B. Contractor has submitted to City a proposal to provide DBE, Airport Concession (ACDBE), Small Business Enterprise goals, and RFP compliance for upcoming concession programs,to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide DBE and ADBE, services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement,the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor services rendered under this Agreement shall comply with all applicable federal, state, and local laws; statutes and ordinances and all lawful orders,rules, and regulations. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. ORIGINAL BID 720599.1 1 AND/OR AGREEMENT Revised:1/31/18 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Contractor. Delays shall not entitle Contractor to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit"A". The total amount of Compensation shall not exceed$20,000.00. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work,when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made,this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 Revised:1/31118 720599.1 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit"A",not to exceed October 31, 2019. Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, if Contractor notifies the Contract Officer within ten (1.0) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 15 months, commencing on August 15, 2019, and ending on October 31, 2019, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Contractor may terminate this Agreement,with or without cause,upon thirty(30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified services and work: Joan Woods (name), President (title). It is expressly understood that the experience,knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Contractor shall refer any 3 Revised:1/31/18 720599.1 decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Contractor shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the services required,- except as otherwise specified. Contractor shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor's work product, result,and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager,the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Joan Woods President,ACC, Inc. 21243 Ventura Boulevard, Suite 235 Woodland Hills, CA 91364 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit"B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for 4 Revised:1/31/18 720599.1 damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to.Contractor's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Contractor is a "design professional"under California Civil Code Section 2782.8,then: A. To the fullest extent permitted by law, Contractor shall indemnify, defend (at Contractor's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually"Indemnified Party"; collectively"Indemnified Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively"Claims"), including but not limited to Claims arising from injuries or death of persons (Contractor's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Contractor's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Contractor shall require all non-design-professional sub-contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non- design-professional sub-contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 5 Revised:1/31/18 720599.1 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Contractor shall maintain all books, documents,papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Contractor shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 6 Revised:1/31118 720599.1 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of 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-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin( i.e.,place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, 7 Revised:1/31/1 S 720599.1 including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either 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 Cc Airport Director, 3400 Tahquitz To Contractor: Joan Woods, President ACC, Inc. 21243 Ventura Boulevard, Suite 235 Woodland Hills CA 91364 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise,upon any entity or person not a party to this Agreement. g Revised:1131/18 720599.1 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges.and agrees that such Party is bound, for purposes of this Agreement,by the_same. 11.8 Authoriti. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: - T By: David H. Ready,PhD APPROVED BY CITY MAp1AGER City Manager APPROVED AS TO FORM: ATTEST B �_ By Edward Z. Kotkin, Anthon is City Attorney City Clerk "CONTRACTOR" ACC,Inc. Date: By . 610; oods (president) Date: SI 2 A�t6me) (secreta y) 9 Revised:1/31/18 720599.1 CALIFORNIA ALL-PURPOSE ACKNOWLEfat`MEW CPJIL CODE§1188 Sit hot>"4r'YAD+CtK..tftR`<eC;.C..l:.eCw lxh<1:Mr1:MM-:1-.�r':2 r!e rS�Sh ae<K<.K<R`t.!'.Ct.0 t`wCx_^YNhM/-`A/Ar^-as<tS.cw r4^.v.C2S4 A notxy public or odIer ditcer completing t1w catficete verifies only the idenzW of the idvidual who signed ft documw¢to wtkh tha csrtT=1e b attached and not the tnathf ra=.socarnsy ar vak ty of that document SWe of C390(nia County of f-o S cdi N 9-t' -�- On 2 e before rose. L ory a/; V wou yj- tw, Here In-wt h+bmg and Wde of the Officer personally appeared 1-0, -rj WOU-Pf a4d CiN oy 00 0,40— Hsmerhl Of Sit 4b) who proved to me an the b363 of satafactory evidence to be the person(s)whose name(3)falam ubcnbed to the within instrument and acknowledged to me that halah9 dW executed the Same in hWherlth gr authnxized capacdA a),and that by hiarneNdheir signature(q)on the instrument the person(3), or the entity upon behalf of which the peraon(3)acted.executed the inatrumenL I certify under PENALTY OF PERJURY under the lava »..»..».»««»•«-»•..«-• of the State of Cardomia that the foregoing paragraph JOSHUA J-. WOODS b true and correct Commission No. 2191178 z tNRNEo^3 my hard and official real- U NO+ARY PUBLIC-CALIFORNIA Z '•, LOS APIGELES COUNTY 'f �•'' My Comm Expges APRIL 11 2021 . s6wf ure of f110fwy Paw= Place Notztry119l.4bove OPTIONAL Though thus sect on is optfonal Ming tfsc infomesfdan can defer 3fferation of the document or fraudulent reatfschme st of thus form to an ur inhymW document Description of Attached Document Tsfie or Type of Document Document Dods: Number of Pages: S-sgner(3)Other Than Named Above- CapacHy(es)Claimed by Signers) Signeru Name- Signers Name- ❑Corporate Officer—Tme(a): ❑Corporate Officer—Tdle(s): ❑Partner— ❑Lfrnftecl ❑General ❑Partner— ❑Lkniled ❑General ❑Individual ❑Attomey in Fact ❑Individual ❑Attorney in Fact ❑Tneatee ❑Guardian or Conservator ❑Truatee ❑Guardian or Conoervstor ❑Other_ ❑Other. .signer Is Representing: Signer b Repracenfing: 02014 Nationsl Notary N=acssl-son•wwww.N3tias;sNat�y crg•14MO-W NOTARY(I-WM704ML7 Item MW 10 Revised:1131118 720599.1 EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 11 Revised:1/31/18 720599.1 ' July 31, 2018 Mark Jucht Airport Administration Manager ACC Inc. Palm Springs International Airport DBE&ACDBE Consultant Via Email: Mark.Juchtna.palmsprinctsca.aov Hello Mark, Task and reports that are required by FAA between September 1, 2018 and October 30, 2019. The cost is higher than the past due to the new goals and methodology for the concession and car rental goals and the Long Term Exclusive Report. The required reports and updates for this year will not exceed $20,000. Please let me know if you need additional information. Scope and Costs Task toEkbWd �� ' ACDBE Program - Update the ACDBE Program Plan to include change Not to exceed $3,000 in regulation and current PSIA staff. Triennial ACDBE Goal Setting FY 2019-2021- Update Overall ACDBE Non-Car rental and Car Rental Goals for all concessions. Includes Not to exceed $9,500 discussions with Stakeholders and follow-up coordination with FAA. Prepare Uniform Report of ACDBE Participation - Gather information, prepare report and submit to Not to exceed $2,000 FAA System (due March 1, 2019) Long Term Exclusive Report—Assist staff in the preparation of justification and checklist for FAA Not to exceed $3,000 approval Contract and RFP Language— Prepare any updated Not to exceed $500 FAA required language for new RFP's. Uniform Report of DBE Commitments/Awards and Payments-Gather information, prepare report Not to exceed $2,000 and submit the FAA system (due December 1, 2018) Please feel free to call if you have any questions or need additional information. ncerely, Joa Vs, Pres dent Airport Concession Consultants, Ina ACC, Inc. 21243 Ventura Boulevard,0.35 Woodland Hills, CA 91364 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, 12 Revised:1131118 720599.1 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scone of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required X is not required; 3. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it .may have against City, its elected officials, officers, employees, agents, and volunteers. 13 Revised:1/31/18 720599.1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better,unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: - 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " Cas 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 workperformed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 14 Revised:1/31/18 720599.1 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agentibroker 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. SeverabUity of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 15 Revised:1/31/18 720599.1 A�� CERTIFICATE OF LIABILITY INSURANCE FDATE 8 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: TonyShaffer Fountainhead Insurance Services, Inc. _PHONE Ext), (818)757-3334 jnrc,Noj:(818)757-3339 23945 Calabasas Rd., Suite 119 E-MAIL DDRESS:tony @fountainheadins.com A INSURER(S)AFFORDING COVERAGE NAIC# Calabasas CA 91302 INSURERA:Travelers Property & Casualty Co. 25674 INSURED INSURERB:United States Liability Ins. Co. 25895 Airport Concession Consultants, Inc. INSURERC: 21243 Ventura Blvd., Suite 235 INSURERD: INSURER E: Woodland Hills, CA 91364 1 INSURERF: COVERAGES CERTIFICATE NUMBER:CL188100931 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 I ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE POLICY NUMBER MMIDDNYYY MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 A CLAIMS-MADE X❑OCCUR DAMAGE TO RENTED 100,000 PREMISES Ea occurrence 5 X 16803463R3921842 6/28/2018 6/28/2019 MED EXP(Any one person) S 5,000 PERSONAL BADVINJURY S 1,000,000 GENI AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 N.OTHER: POLICY ECT LOCPRODUCTS-COMP/OPAGG 5 2,000,000 OTHER Is AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) 1 5 $1,000,000 A ANY AUTO BODILY INJURY(Per person) S ALL OS SCHEDULED I6803463R3921842 6/28/2018 6/28/2019 BODILY INJURY Per accident S AUTOS AUTOS ( ) X X NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS Per accident) S Is UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE S DED I I RETENTION$ I S WORKERS COMPENSATION PER I OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE I I ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT S (Myandatory In NH) E.L.DISEASE-EA EMPLOYEE S If es,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I S B Professional Liability SP1557330C 9/1/2017 9/1/2018 Per Claim Limit:: $1,000,000 Aggregate Limit:: $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) The City of Palm Springs, its officials, employees, and agents are named as an additional insured as respects for any and all contracted work performed with the city. This insurance is primary and non-contributory over any insurance or self-insurance the City may have for any and all work performed with the City. 30 Day Notice of Cancellation applies, except 10 Days for the Non-Payment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Springs THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3200 E. Tahquitz Canyon Way ACCORDANCE WITH THE POLICY PROVISIONS. Palm Springs, CA 92262 AUTHORIZED REPRESENTATIVE Tony Shaifer/TS - �'— ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD INS025(201401) COMMERCIAL-GENERAL .ABIWTY ISSUE POLICY NUMBER: 1.6803463R3021642 DATE: a/i/zoie THIS ENDdRSEMENT EHMirIGES THE POLICY.PEASE READ IT CAREFULLY. AD:DIttONAL WSUREQ (CONTRACTORS) This endorsement rrodfes insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(s)OR ORGANIZATION($): The City of Palm Sprin4s, its Officiaisr-F�Mployees-a"ertt PROJECT%LOCATION OF COVERED OPERATIONS': As respects for any and all contracted work performed with the City 1. WHO IS AN INSURED - (Section II) is amended to include the b) The.insurance provided to the additional insured does person or organization shown in the Schedule..abover but not -apply to "bodily injury';. "property damage" or rsonal' injury" arising out of the rendering of, or a) Only with respect to liability for "bo'dily, injury", 'property failure,'to render, any professional architectural, damage"or"persdnal injury";and. engineering or surveying service's,including: b) .If, and only to the,extent that,the injury-or damage ts.caused 1. - The. prepadrg, approving, or. failing to by acts„or omissions of.yQu or your subcontractor in the prepare or approve, maps, -shgp drawings, performance of iyour work" on or far the project, or-at the opinions, reports,surveys,field orders or change Location, shown in the•Schedule. The person or organization orders, or the preparing, approving, or failing to does not s qualify.a an additional insured with respect to the prepare or approve, drawings and specifications; indeportdent.acts pr orhisslons of sych person dr organization. 2. The insurance- provided to the additional insured by this 11. Supervisory., inspection,' architectural or endorsement is limited as follows: engineering activities. c Th$insurance rovided to the additional insured does a) :Iri the event that the Limits of Insurance of this Coverage ) ". „ 'Paft Shawn in the.Declarations'exceed the limits of.liability not apply :to bodily injury or property damage caused by "your work" and included in the"products- required by a "written contract.requiring insurance for'that operations hazard" unless a 'bvritten additional insured, the insurance provlded to the additional contract requiring insurance"speciftcaliy requires you insured shall be limited to the limits cf liability required by to'provide such coverage for that additional insured, that'wHtten contract'requi'ring insurance.This;endorsemeRt and then :the insurance provided to the additional shall not increase the limits of insurance described in Section insured applies only to such"bodily injury"or"property III-Limits Of Insurance. damage ,that occurs before the end of the period of time for which the "written contract requiring insur- ance"requires you.to provide such coverage 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 ' t✓01MMEI CIAO,GENERAL LIAB,I,1 fT'(( of the end of the policy perwod,uVftiphever is earlier. I. Tife insurance pro►idad tQ the additlarial insured by%his. . The additional insured,lriQst*se•e to it that we encfbsernent. i "e;CF,ess pVer ati valid.err�i,collectible receive written Ilotice of the claim or "suit" as . ofor,nsuca�nce,witether.prirnary,,excess,,contuiSen%t or soon;as,practicatile: ort ahy other traps, thai is avadabie' iaq. the acfd�Ironaf insfired fora foss'we cQ�.er under this endocsement.. et The,addrtiorial insu>•ed[rust immediately send us However, d a 'Sivntrr contract requtnng insurance" for copies of all legal papers received in connection tCte ectddjonal insr,red specifically requites that this . with the claim or"suif't'.cooperate with-us in the insuiartce apply on a prima r basis o -, primaryr.:and non; Anvestiga-ion pr ,settlertiient' of=the. :cfaim or contnbutoty',basis; #his insurarrde: is p7imary to "other, defense againstthe`'suit",and otherwise comply insuranCe� availEi6le to the ..a 10ohal- 'fnsuFed w€►rcli with.all policy conditions. coue%s flaf person or organization as a named insuret# far sWch loss and uye rnrrll riot sure witi� that "ot6e1` .4) Tt a add+ronal msuFed must tender the defense in$ar,n4e°. apt tha insurance pCaded to;,the addItrenal and, mdeminrty of ;an, claim or "suit" to any insured by this endbtsemerit still is excess`mzer and rralyd provider of"�ather.irrsu ance`�which wQulci cover and cQltectlole "other 6s:,uiacrce", whetJtor primary,. , .. th additional rnsured for a loss.we cover under excess, coningerft or on any other balls,that rs ava�Iable this,:endorsement However, tfris condffidn does to tire; ddYitlorral insured v¢hen that per5bn,of organization not affect whether the rnsurande.provided to the is art^additraitaY rnsured under suelr:"othee:msurance°. ac drt bftaf insured,bit this gadorsement is nma y 4a As a coridd�on of coverage prowdeg!to the additio nal to •',oi her frtsuranbe" avaiiabCe to'the additional ins0 0.by�this endoEsenrer t; " in$uretl which covers fhat person or organization aj The addiiionai insured must'give us written notice:as as:a named insured.as.described"in paragraph 3. .sdon as practicable of pit "occurrence""or ari'offeri$e apov- . which may result to a`'Wirri.'To'fhe extent po'ssilile, stdh ltptrce should mc(uiie; 5 The fallouying defhiton-is added to SECTION W. Ijfow',when and where tFte"occurrence DEFINITIONS, ; oc offen ten contract :requiring insurance" means that part of any vicrrtten contract or agreement ii Ttie;riames ahc!addresses of any injured persons under which y4it are '�equulted to include a andvritnesses;and. person:•or_Argan'iiation as.an'additianal fissured..,_, on this;EoverageP'aif, provided that'.the"bodily lii:The.nature and location of-any injury or i6jrJry�' and 'Fpropeity d.,amage" occurs and the damagearising'outof.the "ocEuirertee".oroffense. "personal injurVi 'is 'caused' by an,-offense r committed. bj If a claim Fs'made o�:"lull' is brought:against the addrt�orraf rnsureii,the ad:ditiotxal insured must: .Attar the sigrYing and,execution .of the i Immadiafely record the specifics of the olai m or`'suit' con ract oragreenient by you;: and the date received,and b , While that part of. the contract or agreement is in effect -and ii Notify.tis as soon as practicable. c. Before'tlie,end of the.policy period. 2005 The St. Paul Travelers Companies, Inc. Page 2 of 2 Workers'Certificate of Exemption from Compensation TO: City of Palm Springs ATTN: City Clerk and Risk Manager SUBJECT.- Sole Proprietor/Partnership/Closely Held Corporation with No Employees Please let this memorandum notify the City of Palm Springs that I am a ❑ sole proprietor ® partnership ❑ closely held corporation and do not have any employees whose employment requires me to carry workers' compensation insurance. Therefore, I do not carry workers' compensation insurance coverage. I further warrant that I understand the requirements of Section 3700, et seq., of the California Labor Code with respect to providing Workers' Compensation coverage for any employees. I agree to comply with the code requirements and all other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA and tax withholding and similar employment issues. I further agree to hold the City of Palm Springs harmless from loss or liability which may arise from the failure to comply with an ch I ws or regulations. Risk Management Approval: Contra c Signature Printed Name of Contractor Z //,/ Date Date CONSULTING SERVICES AGREEMENT AIRPORT DBE CONSULTING AIRPORT CONCESSION CONSULTANTS INC. THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on September 19, 2017, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Airport Concession Consultants Inc., a California Corporation, ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a Disadvantaged Business Enterprise (DBE) Consultant, for assistance in the preparation of uniform reporting and triennial goals for airport Improvement Projects ("Project") in accordance with 49 CFR Part 26. B. Consultant has submitted to City a proposal to provide DBE, Airport Concession DBE and Small Business Enterprise goals and reporting to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide DBE consulting services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. ORIGINAL BID 720599.1 1 ANDIOR AGREEMENT Revised:4127/17 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the 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 $4,900.00. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Chanees. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 Revised:4/27117 720599.1 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 10 months, commencing on September 19, 2017, and ending on June 30, 2018, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Joan Woods, President. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any 3 Revised:4127/17 720599.1 decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Joan Woods President Cindy Olivares Vice President & Secretary 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to 4 Revised:4127117 720599.1 Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Desien Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually"Indemnified Party"; collectively"Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 5 Revised:4127117 720599.1 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 6 Revised:4127117 720599.1 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 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. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, gender expression, national origin, physical or mental disability, medical condition, or ancestry. Consultant shall otherwise fully comply with the provisions of Palm Springs Municipal Code Section 7.09.040 relating to non- discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing 7 Revised:4/27/17 720599.1 if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Joan Woods, President 21243 Ventura Boulevard, #235 Woodland Hills, CA 91364 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 8 Revised:4127117 720599.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: 10I3t�1� B David H. Ready, Phb Z� City Manager ]A�PP,ROOW DgBY CnYMANAGER APPROVED AS TO FORM: ATTEST ..�� ;7 By: By: Edward Z. Kotkin Kathleen D. Hart, MMC City Attorney Interim City Clerk "CONSULTANT" Airport Concession onsultants Joan Woo Date: / 7 By Joan ds (president) r Date: Cindy Oliv es (secretary) Not To Exceed$J ae — Without The Express Written Authorization Of The City Manager. 9 Revised:4127117 720599.1 6ttLUMMI t ALL4KN MM CW coDE g 11tt9 `d d d d I rM `d .,f L•a lx.0 w.�...,,Iylsrmnvm�✓e� A nni ry pubic a adw dim sanpemg this amift me veriee alit fie iawaty t1f#e ild"vidlai sho aipYed the docurslato which thiacarrIII hattached.and not the eutldifiriewaccurwXcrvdckyofthmdDmwrslL cmxdy or AA lekJ y 9 6 bares-V p sf��I� �+ • w DO p 5 dalla FAaro kmart Afa m end THI@ of the Ofter m.wh, w .ersd ToA•n+ Wooyr anj C1ery OUVARCS MunsH ofsiowtl v&a proved io rue an the Gas of aabmW&y evidimme io he the person(e) whom rdV*B) Lm(we g Combed to the vahm ffudn mt and adaowladged to me that hatahaAlM executed the acme n h®/hwAhowmAhcrmsdcapsckfm ),mdthatburhia/terAFmssgpudoa{a)onthehiehumarttheperaoR(al. or the anny upon behalf of vhsch the psn aetad.wacuted the ka bruiment_ I certify under PENALTY CF PERJURY under the laws of the Stets of ICaifamia Bud the faapaing persWaph is true and conwaL WrrNES8 my hand and aMiciel aseL JOSHUA J WOODS F." 4TA _;, i r Commission No, 219117E 1A� 4� Z •>�' 1_. NOTARY PUBLIC-CALIGORNiA �e s� �::Ae '. LOS ANGELES COUNTY of Alativy PWW My Comm Expnes APRIL 11 2021 Pee Notes/SaWAbow OPl!>DIIbIL Thoaplr flits section is apti mnat completing Rib kdbma#ca can dater affiwm w of the docum at at hkudAWd taoffa d of M form tto/as ur&dondad doc rrant rds or tiav of Attadad f 1( 12 M�'/�7 Documsrt DaW Tithe or Type of Oocatrert Number of Pgpes: r gnSigirgeda) 00m Then Nwned Above: so f/4 Capacity"*BMW ° WO >3 e1a Pia„r C1 NpY o u vA"s pcbqx fix*Officer— ❑Parhrw— ❑Limited ❑Garlar>d ❑Partrer— ❑Limited ❑GarmW ❑Indtuidwl ❑Atbmey in Fed ❑Individlml ❑Atkamsy it Fad ❑TM ebe ❑Gusrden or 0aneavalor ❑Trustee ❑Guardian or QoueerAdor ❑C1#tar ❑Other 8ignx Is Rapasasting 39 er le RepreaenWq: OM14 Na5mai Ndwy Amo iobm•vwwXabmd ub"mg•14WLPB tt DTARY'(14M"7&aM7) Imrn#S 7 10 Revised:4/27/17 720599.1 EXHIBIT "A" August 11, 2017 Mark Jucht Airport Administration Manager acPalme Springs International Airport 3400 E. Tahquitz Canyon Way, Suite OFC Palm Springs, CA 92262 ARM=caacIBEar c01MLYA S Dear Mark, — —Task-and-reports-that-are- required-by-F-AA-between September a�01�-and ---- October 30, 2018. To perform the basic required reports and updates will not exceed $5,000 at this time. Please let me know if you need additional information. Scope Item Fee Base Uniform Report of DBE Commitments/Awards and $200 per hour, not to exceed Payments (due December 1, $1,000 2017) Prepare Triennial DBE Goals (due $200 per hour, not to exceed September 30, 2017) $2,500 Misc. ACDBE/DBE Consulting $200 per hour, not to exceed $400. Prepare Uniform Report of ACDBE $200 per hour, not to exceed Participation (due March 1, 2018) $1,000 Estimated total $4,900.00 ACC's fee structure is based on Job Classification, Hours, and Hourly Rates plus travel-related and other reasonable project-direct expenses. Hourly rates by job classification are as follows: POSITION RATE/HOUR Principal $200.00 Project Manager $200.00 Clerical Support $ 50.00 ncerely, Joan oods Pres dent Airport Concession Consultants, Inc. Airport Concession Consultants (818) 888-4634 21243 Ventura Boulevard, #235 (818) 888-0140- FAX Woodland Hills, CA 91364 accinc@sbcglobal.net EXHIBIT "B" .d► DATE DD/Y � o 9/7/® CERTIFICATE OF LIABILITY INSURANCE 9/7/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements. PRODUCER CONTACTTony Shaffer Fountainhead Insurance Services, Inc. PHONE (818)757-3334 FAX o;(B19)757-3339 23945 Calabasas Rd. , Suite 119 E-MAIL RES&tony@fountainheadins.com ADD INSURERS AFFORDING COVERAGE NAIC 0 Calabasas CA 91302 INSURERAMravelers Property 6 Casualty Co. 25674 INSURED INSURER B:IInited States Liability Ins. Co. 25895 Airport Concession Consultants, Inc. INSURER C: 21243 Ventura Blvd. , Suite 235 INSURER D: INSURER E: Woodland Bills, CA 91364 INSURER F: COVERAGES CERTIFICATE NUMBER:CL179700450 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL mm POLICY NUMBER POLICY EFF POLIMWDDffyrn CY EXPLTR ffYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -DAMAGE TO RENTED 100,000 A CLAIMS-MADE R OCCUR PR a ccurten E R 16803463R3921642 6/28/2017 6/28/2018 MED EXP(Any ore person) $ 5,000 PERSONAL S ADV INJURY $ 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 S POLICY❑ PRO JECT LOC PRODUCTS-COMPIOP AGG $ 2,000,000 OTHER: OTHER E AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident E $1,000,000 A ANY AUTO BODILY INJURY(Parperson) $ A OS SCHEDULED 16803463A3921642 6/28/2017 6/28/ 18 BODILY INJURY(Per accident) $ AUTOS NON-OWNED PROPERTY DAMAGE X; HIRED AUTOS B AUTOS Per accident) $ E UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DIED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN SPTER ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ NIA E.L.EACH ACCIDENT E OFFICER/MEMBER EXCLUDED7 (Mandatory In NH) E.L.DISEASE-EA EMPLOYE E If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Professional Liability SPI557330C 9/1/2017 9/1/2018 Per Claim Limit:: $1.000,000 Aggregate Limit:: $1.000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If mom space Is required) The City of Palm Springs, its officials, employees, and agents are named as an additional insured as respects for any and all contracted work performed with the city. This insurance is primary and non-contributory over any insurance or self-insurance the City may have for any and all work performed with the City. 30 Day Notice of Cancellation applies, except 10 Days for the Non-Payment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Springs THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3200 E. Tahquitz Canyon Way ACCORDANCE WITH THE POLICY PROVISIONS. Palm Springs, CA 92262 AUTHORIZED REPRESENTATIVE Tony Shaifer/TS �` - 01988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD INS025(2nimii COMMERCIAL GENERAL LIABILITY ISSUE POLICY NUMBER: 16803463R3921642 DATE: September 7,2017 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON($)OR ORGANIZATION($): The City of Palm Spring_s_its-Officials,-Employees-and Agents-_----- PROJECT/LOCATION OF COVERED OPERATIONS: As respects for any and all contracted work performed with the City t. WHO IS AN INSURED - (Section 11) is amended to include the b) The insurance provided to the additional insured does person or organization shown in the Schedule above,but not apply to "bodily injury", "property damage" or "personal injury" arising out of the rendering of, or a) Only with respect to liability for "bodily injury", 'property failure to render, any professional architectural, damage"or"personal injury", and engineering or surveying services,including: b) If, and only to the extent that, the injury or damage is caused I. The preparing, approving, or failing to by acts or omissions of you or your subcontractor in the prepare or approve, maps, shop drawings, performance of "your work" on or for the project, or at the opinions, reports, surveys, field orders or change location, shown in the Schedule. The person or organization orders, or the preparing, approving, or failing to does not qualify as an additional insured with respect to the prepare or approve, drawings and specifications; independent acts or omissions of such person or organization. and 2. The insurance provided to the additional insured by this 11. Supervisory, inspection, architectural or endorsement is limited as follows: engineering activities. a) In the event that the Limits of Insurance of this Coverage c) The insurance provided to the additional insured does Part shown in the Declarations exceed the limits of liability not apply to "bodily injury" or "property damage" required by a "written contract requiring insurance" for that couple by "your work" and included in the "products- additional insured, the insurance provided to the additional completed operations hazard" unless a "writtenyou insured shall be limited to the limits of liability required by contract requiring insurance" specifically requires yyou to provide such coverage for that additional insured, that"written contract requiring insurance". This endorsement shall not increase the limits of insurance described in Section and then the insurance provided to the additional III-Limits Of Insurance. insured applies only to such"bodily injury"or"property damage" that occurs before the end of the period of time for which the "written contract requiring insur- ance"requires you to provide such coverage CG D2 47 08 06 0 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this The additional insured must see to it that we endorsement is excess over any valid and collectible receive written notice of the claim or "suit" as "other insurance", whether primary, excess, contingent or soon as practicable. on any other basis, that is available to the additional insured for a loss we cover under this endorsement. c) The additional insured must immediately send us However, if a "written contract requiring insurance" for copies of all legal papers received in connection that additional insured specifically requires that this with the claim or "suit", cooperate with us in the insurance apply on a primary basis or a primary and non- investigation or settlement of the claim or contributory basis, this insurance is primary to "other defense against the"suit", and otherwise comply insurance" available to the additional insured which with all policy conditions. covers that person or organization as a named insured for such loss, and we will not share with that "other d) The additional insured must tender the defense insurance". But the insurance provided to the additional and indemnity of any claim or "suit" to any insured by this endorsement still is excess over any valid provider of "other insurance" which would cover and collectible "other insurance", whether primary, the additional insured for a loss we cover under excess, contingent or on any other basis,that is available this endorsement. However, this condition does to the additional insured when that person or organization not affect whether the insurance provided to the is an additional insured under such"other insurance". additional insured by this endorsement is primary 4. As a condition of coverage provided to the additional to "other insurance" available to the additional insured by this endorsement: insured which covers that person or organization a) The additional insured must give us written notice as as a named insured as described in paragraph 3. soon as practicable of an "occurrence" or an offense above. which may result in a claim. To the extent possible, such notice should include: 5. The following definition is added to SECTION V. - i.How,when and where the"occurrence" DEFINITIONS: or offense took place; 'Written contract requiring insurance" means that part of any written contract or agreement ii.The names and addresses of any injured persons under which you are required to include a and witnesses;and person or organization as an additional insured on this Coverage Part, provided that the"bodily M.The nature and location of any injuy or injury" and "property damage" occurs and the damage arising out of the "occurrence"or offense. "personal injury" is caused by an offense committed. b) If a claim is made or "suit" is brought against the additional insured,the additional insured must: a. After the signing and execution of the i. Immediately record the specifics of the claim or "suit" contract or agreement by you. and the date received;and b. While that part of the contract or agreement is in effect;and ii. Notify us as soon as practicable. c. Before the end of the.policy period. CG D2 47 08 05 0 2005 The St. Paul Travelers Companies, Inc. Page 2 of 2 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: / COMMERCIAL GENERAL LIABILITY COVERAGE PART Y PROVISIONS b. The"personal injury"or"advertising injury"for COMMERCIAL GENERAL LIABILITY CONDITIONS which coverage is sought arises out of an of- (Section IV), Paragraph 4. (Other Insurance), is fense committed amended as follows: subsequent to the signing and execution of that 1. The following is added to Paragraph a. Primary contract or agreement by you. Insurance: 2. The first Subparagraph (2) of Paragraph b. Ex- However, if you specifically agree in a written con- cess Insurance regarding any other primary in- tract or written agreement that the insurance pro- surance available to you is deleted. vided to an additional insured under this 3. The following is added to Paragraph b. Excess Coverage Part must apply on a primary basis, or Insurance, as an additional subparagraph under a primary and non-contributory basis, this insur- Subparagraph(1): ance is primary to other insurance that is avail- That is available to the insured when the insured able to such additional insured which covers such is added as an additional insured under any other additional insured as a named insured, and we policy, including any umbrella or excess policy. will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs;and CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc.All rights reserved. Page 1 of 1 Certificate of Exemption from� Workers' Compensation Insurance TO' City of Palrr, Springs ATTN. City Clerk and Risk Manager SUBJECT. Sole Proprietor/Partnership/Closely Held Corporation with No Employees Please let this memorandum notify the City of Palm Springs that I am a ❑ sole proprietor ❑ partnership closely held corporation and do not have any employees whose employment requires me to carry workers' compensation insurance. Therefore, I do not carry workers' compensation insurance coverage. I further warrant that I understand the requirements of Section 3700, et seq.. of the California Labor Code with respect to providing Workers' Compensation coverage for any employees. I agree to comply with the code requirements and all other applicable laws and regulations regarcing workers' compensation, payroll taxes, FICA and tax withholding and similar employment issues. I further agree to hold the City of Palm Springs harmless from loss or liability which may arise from the failure to comply with any such laws or regulations. �. Contractor Signature` Printed Name of Contractor Date — Date CONSULTING SERVICES AGREEMENT ACC Airport Consulting LLC THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on August 21, 2019, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and ACC Consulting LLC, a California Limited Liability Corporation, ("Consultant"). City and Consultant are individually referred to as"Party" and are collectively referred to as the"Parties". RECITALS A. City requires the services of a Disadvantaged Business Enterprise (DBE) Consultant, for assistance in preparation of uniform reporting, airport concession disadvantaged business enterprise report preparation and review of upcoming contract requirements, ("Project"). B. Consultant has submitted to City a proposal to provide DBE, ACDBE, RFP compliance review, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide DBE and ACDBE, services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1 Revised:1/31/18 720599.1 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TEME FOR COMPLETION The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit"A". The total amount of Compensation shall not exceed $7,500.00. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Annronriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 Revised:1131/18 720599.1 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 12 months, commencing on August 21, 2019, and ending on August 31, 2020, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Cindy Olivares (name), Managing Member (title). It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any 3 Revised:1131/18 720599.1 decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Indeaendent Consultant. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent Consultant of City and shall not be an employee of City and shall remain at all times as to City a wholly independent Consultant with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Cindy Olivares Managing Member, ACC LLC 4584 Vista Del Valle Dr. Moorpark, CA. 93021 (818)398-5908 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for 4 Revised:1131/18 720599.1 damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Desi2n Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subConsultants, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-Consultants, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- design-professional sub-Consultants, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 5 Revised:1/31/18 720599.1 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting parry, shall-not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 6 Revised:1131118 720599.1 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting parry 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 Rii2hts and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other parry. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRITMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. 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, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin(i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, 7 Revised:1/31118 720599.1 including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either parry desires, or is required to give to the other parry or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either parry may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Cindy Olivares Managing Member, ACC LLC 4584 Vista Del Valle Dr. Moorpark, CA. 93021 (818)398-5908 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 8 Revised:1/31/18 720599.1 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Parry acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: B . David H. Ready,PhD City Manager APPROVED AS TO FORM: ATTEST By: / By: J frey S. Balling , 60ny Me' a City Attorney City Clerk "CONSULTANT" ACC Consulting,LLC Date: $ I I` By : (name) -� (president) Date: See attached APPROVED OV CRY MAMGER California Acknowledgment .._. 9 Revised:1/31118 720599.1 I� • �I CA, WORVAi -. ALL-- PURPOSE C ERTLMC ATE OF. ACK(` 'OWLCDOE Ei•!T A notary public or other officer-completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of V l : I . On 9�s� � I�ddj� .before me, er(61 A 60-WLI V1 , /1 00f 7 100k7C _r (Here Insert name and title of the officer) 1 personally appeared C(n U �I i VG S 9 who proved to me on the basis of satisfactory evidence to be the person(,) whose name is subscribed to the within instrument and acknowledged to me that he they executed the same in hkChe 'r authorized capacity(I , and that'by he their signature( on the instrument the person on(_'�);.,or the entity upon behalf of which the personN 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. BRIAN COWAN WITNESS my hand and official seal. COMM. #2135428 z Jr. Notary Public-California . z o Comm. ires DecA .Ventura County 26,2019 Notary Public Signature (Notary Public Seal) /�1DD➢I�➢Ol�l,1L OPTIONAL°I� ➢�1ff=OG�RI/A151'0®f� INSTRUCTIONS FOR COMP�,ETING THIS FORM This forth complies with current California statutes regardingnotwy wording and, DESCRIPTION OF THE ATTACHED DOCUMENT f needed should be completed and attached to the document.Acknowledgments from other states may be completed for docum ems being sent to that state so long cans(' s(, .I/1 rt SPI (rfC e� as the wording does not require the California notary to Wolate.Calii a notary ll//11 �l 11 I") I V l law. (Till or description of attached document) o State and County information must be the State and County where the document OJ`eem e l/� r p �/I signers)personally appeared before the notarypublic for ael mowledgment. Date ofnotarization must be the date that the signer(s)personally appeared which (Title or description of attached document continued) must also be the same date the aelmowledgment is completed o The notary public must print his or her name as it appears within his or her Number of Pages DOCIImerltDBte commissionfollowedbyacomma.andthenyourtitle(notarypublic). Print the name(s) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER - Indicate the correct singular or plural forms by crossing off incorrect forms(i.e. he/she/t13e3;-is hffe)or circling the correct forms.Failure to correctly indicate this ❑ Individual (s) information may lead to rejection of document recording. ❑ Corporate Officer c The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines.If seal impression smudges,re-seal if a (Title) sufficient area permits,otherwise complete a different acknowledgment form. ❑ Partner(s) o Signature of the notary public must match the signature on file with the office of the county clerk ❑ Attorney-in-Fact . Additional information is not required but could help to ensure this ❑ Trustee(s) aclrnpwledgment is not misused or attached to a different document. Other Indicate title or type of attached document,number of pages and date. ❑ - Indicate the capacity claimed by the signer.If the claimed capacity is a corporate officer,indicate the title(i.e.CEO,CFO,Secretary). 2016 Version uwvw.NotaryClasses.com 800-873-9865 o Securely attach this document to the signed document with a staple. EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 11 Revised:1131/18 720599.1 Mark Juch- ConsuRing,«C June 24,201E Page 1 of 1 June 24, 2019 Mark Jucht Airport Administration Manager Palm Springs International Airport Via Email: Mark.Jucht(ccDpalmspringsca.gov Dear Mark, The following are tasks and reports are anticipated for the next fiscal year. Please note that the Long -Term Exclusive Report and Contract and RFP Language are carried over from the last fiscal year. The required reports and updates for this year will not exceed$7,500. Scope and Costs Task =Not.toExceed= 4 Prepare Uniform Report of ACDBE Participation - Gather information, prepare report and submit to Not to exceed$2,000 FAA System due March 1,2020 Long Term Exclusive Report—Assist staff in the preparation of justification and checklist for FAA Not to exceed$3,000 approval Contract and RFP Language—Prepare any Not to exceed$500 updated FAA required language for new RFP's. Uniform Report of DBE Commitments/Awards and Payments-Gather information, prepare report Not to exceed$2,000 and submit the FAA system(due December 1,2019) Please feel free to call if you have any questions or need additional information. Total Cost$7,500 Sincerely, Cindy Olivares Managing Member ACC Consulting, LLC 4584 Vista Del Valle Dr_ Moorpark,CA.93021 (818)398-5908 12 Revised:1131/18 720599.1 ACC) CERTIFICATE OF LIABILITY INSURANCE DATE ' 08/07/2019/2o1s THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Tony Shaifer NAME: Fountainhead Insurance Services,Inc. PHONE (818)757 3334 Fax (818)757-3339 A/C No E . A/C,No: 23945 Calabasas Rd.,Suite 119 E-MAIL tony@fountainheadins.com ADDRESS: y� INSURERS)AFFORDING COVERAGE NAIL 0 Calabasas CA 91302 INSURERA: Continental Casualty Company 20443 INSURED INSURER B: United States Liability Insurance Company 25895 ACC Consulting LLC INSURERC: Sequoia Insurance Company 22985 4584 Vista Del Valle Drive INSURER D: INSURER E: Moorpark CA 93021 INSURERF: COVERAGES CERTIFICATE NUMBER: CL198701568 REVISION NUMBER: THIS IS TO 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DDIYYYY MWDD/YYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 _13TMAGE TO RENTED CLAIMS-MADE �OCCUR PREMISES Ea occurrence) $ 300,000 M ED EXP(Anyone person) $ 5,000 A Y 6025039170 11/28/2018 11/28/2019 PERSONAL&ADV INJURY $ 1,000.000 GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 OR 1*1%1 POLICY❑JPET LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY CEaOMBIccidentNED SINGLE LIMIT $ 1,000,000 a ANYAUTO BODILY INJURY(Per person) $ OWNED SCHEDULED 6025039170 11/28/2018 11/28/2019 BODILY INJURY(Per accident) $ AUTOSONLY AUTOS X HIRED IX NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ r $ WORKERS COMPENSATION X1 STATUTE ERH- AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 C OFFICERIMEMBEREXCLUDED? NIA QWC1078182 01l31l2019 01/31/2020 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If ves,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Professional Liability B SP1569832 12/20/2018 12/20/2019 Per Claim Limit $1,000,000 Annual Aggregate Limit $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached H more space Is required) The City of Palm Springs,its officicals,employees and agents are named as Additional Insured as respects to any and all contracted work performed with the city. This insurance is primary and non-contributory over any insurance the City may have for any and all work performed with the City. 30 day notice of cancellation applies,except 10 days for the non-payment of premium. Waiver of Subrogation is applicable to the Workers Compensation insurance as per endorsement WC 04 03 06. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E.Tahqu•Itz Canyon Way ' AUTHORIZED REPRESENTATIVE Palm Springs CA 92262 .. ,- ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and(ago are registered marks of ACORD CNA s(Ed. 6 16) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifie&insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS 1. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous.Additional Insureds C. Additional.Provisions Pertinent to.Additional Insured Coverage 1. Primary—Noncontributory provision 2. Definition of'`uuritten contract:" 11. Liability Extension Coverages A. Bodily Iniury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Legal Liability—Damage to Premises E. Personal and Advertising Injury—.Discrimination or Humiliation F. Personal.and Advertising Injury—Broadened Eviction 0. .Waiver of Subrogation -Blanket 0 I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED_—BLANKET VENDORS g Who Is An Insured is'amende.d to include.as-an additional.insured any person ororganization.(referred to below as vendor)with whom you agreed under a ''written contract'to provide insurance, but only with respect to "bodily injury"or"property damage"arising out of"your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the e assumption of liability in a..coritract or agreement. This exclusion does not apply to liability. for damages thatthevendor would have inthe absence of the contract or agreement; o b. Anji express Warranty unauthorized by you; 1= c. Any ph.ysical.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 i� container; h SBIA6932F(6-16). Page 1 of 7 Copyight,CNA All Rights Reserved. CNA s(Ed. 6 16) e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part.or ingredient of any other thing or substance by or for the vendor, or h. "Bodily injury" or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or.those of its employees or anyone else acting on its behalf. However, this.exclusion does not apply to: (1) The exceptions contained in Subparagraphs d.or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution orsale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and Made a part of this Policy. 4. This provision. 2. does not apply if "bodily injury" or "property damage" included within the "products- completed.operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through .3J. below whom you are required to add as an additional insured on this policy under a"written contract.": 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide th.e additional insured with: a. A higher limit of insurance than required by such"written contract"; b. Coverage broader than required by such 'Written contract"and in no event greater than that described by the applicable paragraph a.through k below;or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph.3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the.following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: {1) such person or organization's financial control of you; or (2) Premises such person or-organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. SB146932F(6-16) Page_2 of 7 Copyright,CNA Al Rights Reserved. CNA80103XX CAM (09-14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H.Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. CNA80103XX(09-14) Page 1 of 1 Copyright,CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed.04-84) WAIVER Of OUR RIGHT To RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right To-recover our payments from anyone liable For,in injury covered'by this policy.We will Not enforce our right against the person Or.organization named In the Schedule.;(Thisagreement applies only To the extent that you perform work under-,a written contract that requires.you To obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration Of your employees While engaged In the work described In the Schedule. The additional premium For this endorsement shall be 5%Of the California workers'compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization as required by written contract. This endorsement changes the policy'to which,it is attached and;is.effective,on the date issued unless otherwise stated. (The information below is required only vuhen this endorsement-is issued 'subsequent to preparation of the policy.) Endorsement Effective 1/29/2019 Policy No. QWC1078182 Endorsement No. 1 Insured ACC Consulting,LLC Premium 8 500 Insurance Company Sequoia Insurance Company Countersigned by WC 04 03 06 (Ed:04-84)