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HomeMy WebLinkAbout06951 - KEYSER MARSTON ASSOCIATES, INC. CONSULTING SERVICES AGREEMENT FISCAL ANALYSIS SERVICES KEYSER MARSTON ASSOCIATES, INC. THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement') is made and entered into on February 13, 2017, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Keyser Marston Associates, Inc., a real estate advisory firm, ("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 real estate advisory firm, for analysis of the Vision Agua Caliente Master Plan ("Project- )-B. Consultant has submitted to City a proposal to provide a fiscal analysis of the project to the 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 fiscal analysis 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. 7zos<ay.i ORIGINAL BIT 515116 AND/011 AGPF- "`""- 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 $5,000.00 . 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 Revised:515/16 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 seven weeks, commencing on February 13, 2017, and ending on April 1, 2017, 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: Jim Rabe, Senior Principal. 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:5/5116 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 Oflcer. 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: Jim Rabe Senior Principal Kevin Engstrom Senior Principal 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, q Revised:5/5116 720599.1 employees, representatives, and agents, that arise out of or relate to Consultant's negligence or willful misconduct in the performance of this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually `Indemnified Party"; collectively `Indemnified Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of' or failure to perform any term, provision, covenant or condition of this Agreement (Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. j ReAsed..515M 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, with the exception o the Consultant's proprietary computer models, 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 fumished 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:515116 720599.1 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. hi 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. 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. 7 Revised:515116 720599J To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Keyser Marston Associates, Inc. Attention: Jim Rabe 500 S. Grand Ave., Suite 1480 Los Angeles, CA 90071 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 unenforecability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Partv 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. g Revised:5/5/16 720599.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: An Ill David H. Ready City Manager APPROVED BY CITY MANAGER .00 IAI�kS APPROVED TO FORM: ATTEST By: By: �L Douglas . Holland, Kathleen D. Hart, MMC City At mey Interim City Clerk "CONSULTANT" Keyser Marston Associates, Inc. Date: By : /Z e . im Rabe Senior Principal Not To Exceed f Without The Express VJMM Authorization Of The fyly Manager. 9 Revised:515Y16 720599.1 CALD:01MIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE 61188 A notary pL"c or oiha dkw xanple v this cortboZe vaph.ady de de"of dw 96%1 ®I who aiged the donnwr#to which Bea cartlicats b aeched.and rot Me butduneas,wowaq,or vaidvy ofdrw Coomait 31de of Ca for y C-Ndy of&-a On a-/b beWreme, r co.�� , a lke C Dds n - Hera kmert and TWe of Me Odhoar� pH � G2L who pcoved to ma on the t>m+e of satisfactory evidece to be the peraoto) whose nwrw(e) Were subBorbed to the wfbw iebraoerrt and ackrKnvk dgad to me that h f./they executed the sans m h eAwA wrc mAhonzed capacdy fea),and that by tua/lvwflt i 30wWre(3)on Do aaN,merrt the peraonfa), a the enW upon behalf of which the pms*a)acted,executed the inmbiKnact I certify order PENALTY OF PERIURY under the laws of the Stale of Cefifa U d the RmWaing paragraph KATHERINEI.BRATTONK ataeaadaa act. COMM.#2154656 H,TFNESS my hwd wtd alfimal eem_ .a, . NOTARY PU13LIC-CALIFORNIA�1i LOS ANGELES COUNTY 0 w COMM.EXPIRES JUNE 22.20201 avlaftn6 of mfary Pub(rc/// Place maimy Sea!Above OP71ONM Though Has section m opborisk con;vbhW On YAonngbm can dater a#erdion of Me docunwnt or ft ud:Awrt reaftacturrwd of Me,form to an unintarded doasnwrt Descaptim of Attacted Domwnent Tdfe or Type of Doc ment Doeurterd Date: Nanbsr of Pages: &gec(s) O6ter Than Nar ed Above: Capacily(ael Clowned by Sgner(s) SWwra Nana: Signers Name- ❑Capase Olfiar—TileW: ❑Corporate Officer—Tile(e)_ ❑Partrer— O Lin rted ❑General ❑Psrbw— ❑Limited ❑General ❑Indmddai ❑Atbmey it Fact ❑IrdiadLmd ❑Attorney m Fact ❑Tmalee ❑Guardian ar C ffmmwvadm ❑Trustee ❑Guardan or Carwavdor ❑O@er. ❑Otlnw: Signer N Repreaanting: Signer Is Represerbrng. CM14NagonAfJday Aseacohm-www.NabuoRkbryzxg.•1A04UBNOTAKYo-BW-8'754W7) fEemt5W 10 Revised:515/16 720599.1 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance ]] Revised:5/5/16 720599.1 Flinn Fagg From: Flinn Fagg Sent: Tuesday, February 14,2017 8:46 AM To: Flinn Fagg Subject: FW:Spa Casino and Hotel From: Jim Rabe [mailto:jrabe@keysenmarston.comj Sent: Wednesday, February 08, 2017 11:07 AM To: Flinn Fagg Cc: Kevin Engstrom Subject: Spa Casino and Hotel Flinn Kevin and I have discussed the issues and assignment and have come up with the following scope and budget. • Review existing data from Smith Travel Research, PKF/CBRE and convention and visitors' bureau data regarding room rates, occupancy and number of rooms etc. for full service and upper select service hotel products in the Palm Springs market area • Research to see if there is published information on the offsite spending effects of expanding Indian casinos • Review updated information from Dean Runyan Co.,Southern California convention authorities and other sources regarding local visitor spending by hotel guests • Assuming the Agua Caliente have not provided projections of hotel room rates or occupancy, provide a conceptual estimate of room rates and occupancy for the 350 room hotel. • Based on potential room revenues,occupancy and number of visitors,estimate increased local spending and the share(estimated range)that occurs offsite in the City of Palm Springs • Estimate range of sales tax revenues that would accrue to the City • Based on the size of the Palm Springs hotel market area indicate whether the increase of 100 hotel rooms at the Spa Hotel and Casino is likely to affect the occupancy and/or room revenues at other Palm Springs hotels and result in a decrease in transient occupancy tax revenues(TOT)to the City • Provide an opinion as to whether the increase in hotel rooms at the Spa Hotel and Casino will lead to a reduction of property tax revenues to the City For this scope of work, KMA proposes a budget of$5,000 which includes data acquisition from Smith Travel Research and others. We understand the time constraints and would expect to complete the analysis by February We look forward to working with you. Jim Rabe and Kevin Engstrom Senior Principals Keyser Marston Associates, Inc. i EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 12 Revised:5/5M 720599A ' ® GATE(MMIDDM(YYI � orz� CERTIFICATE OF LIABILITY INSURANCE 2i14i2017 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 Halidee Calle'as NAME: ._.—. MOC Insurance Services PHONE (415)957-0600 FAX No[ 1415)957-D57? AC No ESL: (AIC_ I _— License No. 0589960 E-MAIL hcallejas@mocins.com ADDRESS: _ 44 Montgomery St. , 17th Fl. INSURER(S)AFFORDING COVERAGE - _ _ NAIC# San Francisco CA 94104 INSURER AMassachusetts Bay-Ins. Co. . 22306 INSURED INSURER eAllmerica Financial Benefit Co. _ 4_1840 Keyser Marston Associates, Inc. INSURER C:Han n over Insurance Company 31534 INSURER It:Republic Indemnity Company of 43753 160 Pacific Avenue, Suite 204 INSURERE:Eyanston Insurance Company 35378 San Francisco CA 94111 INSURER F: COVERAGES CERTIFICATE NUMBER:2016-2017 REVISION NUMBER: THIS 15 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 ADOL ISUBR --- POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MMIDDNYYY IMMIDDIYYYYI X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 � AMAGET NTED 500,000 A CLAIMS-MADE l l OCCUR PREMISES Eaoccopence $ X ZOFA49104902 12/1/2016 12/1/2017 MED EXP(Any one pemm) _$ 10,000 No Deductible Applies PERSONAL&ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: ✓ GENERAL AGGREGATE $ 2,000,000 POLICVIIJEo LOC PRODUCTS-COMP/OP AGG $ Included OTHER: $ AUTOMOBILE LIABILITY C MBINED SINGLE LIM IT $ 1,000,000 Ee accidaM B X ANY AUTO BODILY INJURY(Far person) $ ALL OWNED SCHEDULED Jx AWFA49004902 / 12/1/2016 12/l/2017 BODILY INJURY(Par acoidertl)AUTOS AUTOS ✓ X X N0N-GVrNED PReOa cHen DAMAGE $ HIRED AUTOS AUTOS -- X comp$500 Coll$500 Uninsuretl M.Iais:dpmIbr a l $ 1,000,000 FIrX UMBRELLA LIAR X OCCUR / EACH OCCURRENCE $ 4 000 000 C I- EXCESS LAS CLAIMSA DE // AGGREGATE $ 4,000 000 DED I X I RETENTION$ 0 X iURFA49111102 12/l/2016 12/1/2017 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABWTY STATUTE ER ANY PROPRIETORIPARTNI, VECUTIVE Y� N/A / E.L.EACH ACCIDENT $ 1 0001000 D OFFICERWEMBER EXCLUDED? 1]3954622 V 12/1/2016 12/1/20 Mandatory in NH) E.LDISEASE-EAEMPLOYE $ 1,000 000 If yes,describe under DESCRIPTION OF OPERATIONS bekre, E.L.DISEASE-POLICY LIMIT I $ 1,000,000 E Professional Liability M865356 / 12/l/2016 12/1/2017 Each Wrongful Ad $1,000,000 Retention $25,000 iRetro Date: 11/11/1976 tY AGGREGATE LIMIT $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be adached if more space Is required) City of Palm Spring , its elected officials, officers, employees, agents, and volunteers are named as Additional Insured with respect to the insured's operations and written contract. Consultant's insurance is primary and non-contributory with respect to the City and its respective elected officials, officers, employees, agil s, and volunteers. 30 day cancellation clause and 10 day notice of cancellation for 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 Attn: City Manager/City Clerk ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 AUTHORIZED REPRESENTATIVE Ealidee Callejas/HCA ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25(2D14f01) The ACORD name and logo are registered marks of ACORD INS025(2014C1) INSURANCE INDUSTRIE CHANGE; COMMMERCIAL GENERAL LIABILITY ADDITIONAL INSURED ENDORSEMENT Please be advised that the CG 20 10 10 01 Endorsement has been replaced with the CG 20 10 07 04 Additional Insured Endorsement. The City of Palm Springs its elected officials officers employees agents and volunteers_is/are named as Additional Insured(s) on the Commercial General Liability policy. Keyser Marston Associates, Inc. provides professional services to;The City of Palm Springs its elected officials officers employees agents and volunteers therefore 'completed operations' coverage would be addressed under the Professional Liability policy shown as "Insurer D" on the attached Certificate of Insurance. COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 POLICY NUMBER: ZDFA49104902 Effective Date: 12/01/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART --ns SCHEDULE Name of Additional Insured Persons} or organ ization(s}: Location(s)of Covered Operations _ The City of Palm Springs, its elected «Location» officials officers emptoyees,agents and volunteers It is understood and agreed that this insurance is primary and any other insurance maintained by the Additional Insured shall be excess only and not contributing with this insurance in regards to all operations as pertains to the named Insured. _ Information required to complete this Schedule, if not shown above,will be shown in the Declarations. __ A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only sions apply: with respect to liability for"bodily injury", 'property This insurance does not apply to "bodily injury" or damage' or 'personal and advertising injury" 'property damage"occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or equip- 1.Your acts or omissions;or ment furnished in connection with such work, 2. The acts or omissions of those acting on your on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) desig- location of the covered operations has been nated above. completed;or 2. That portion of "your work' out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a phnci- pal as a part of the same project. CG 20 10 07 04 ©ISO Properties, Inc.,2004 Page 1 of 1 0 Keyser Marston Associates, Inc Policy No. AXTFA49004902 COMMERCIALAUTO ®gyp CA 00 01 03 06 BUSINESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. SECTION I—COVERED AUTOS Read the entire policy carefully to determine rights, Item Two of the Declarations shows the "autos" that duties and what is and is not covered, are covered "autos" for each of your coverages. The Throughout this policy the words"you"and"your" refer following numerical symbols describe the "autos' that to the Named Insured shown in the Declarations. The may be covered "autos". The symbols entered next to words "we", "us" and "our' refer to the Company pro- a coverage an the Declarations designate the only viding this insurance. "autos"that are covered"autos". Other words and phrases that appear in quotation A. Description Of Covered Auto Designation marks have special meaning. Refer to Section V — Symbols Definitions. symbol _Description Of Covered Auto Designation Symbols 1 An "Auto" 2 Owned"Autos" Only those"autos"you own (and for Liability Coverage any"trailers"you don't own Only while attached to power units you own).This includes those"autos"you acquire ownership of after the policy begins. 3 Owned Private Only the private passenger"autos"you own.This includes those private passenger Passenger "autos'you acquire ownership of after the policy begins. "Autos"Only 4 Owned"Autos" Only those"autos"you own that are not of the private passenger type (and for Li- Other Than Pri- ability Coverage any"trailers"you don't awn while attached to power units you vate Passenger own). This includes those"autos" not of the private passenger type you acquire "Autos!'Only ownership of after the policy begins. 5 Owned"Autos" Only those"autos"you own that are required to have No-Fault benefits in the state Subject To No- where they are licensed or principally garaged.This includes those"autos"you ac- Fault quire ownership of after the policy begins provided they are required to have No- Fault benefits in the state where they are licensed or principally garaged. 6 Owned"Autos" Only those"autos"you own that because of the law in the state where they are li- Subject To A tensed or principally garaged are required to have and cannot reject Uninsured Compulsory Un- Motorists Coverage.This includes those"autos"you acquire ownership of after the insured Motor- policy begins provided they are subject to the same state uninsured motorists re- ists Law quirement. 7 Specifically De- Only those"autos"described in Item Three of the Declarations for which a pre- scribed"Autos" mium charge is shown(and for Liability Coverage any"trailers"you don't own while attached to any power unit described in Item Three). _. 8 Hired"Autos" Only those"autos"you lease, hire, rent or borrow.This does not include any"auto" Only you lease, hire, rent, or borrow from any of your"employees", partners (if you are a partnership), members (if you are a limited liability company)or members of their households. 9 Nonowned Only those"autos"you do not own, lease, hire, rent or borrow that are used in con- "Autos"Only nection with your business.This includes"autos"owned by your"employees", part- ners (if you are a partnership), members(if you are a limited liability company), or members of their households but only while used in your business or your personal affairs. CA 00 01 03 06 ©ISO Properties, Inc., 2005 Page 1 of 12 19 Mobile Equip- Only those"autos"that are land vehicles and that would qualify under the definition ment Subject To of"mobile equipment"under this policy if they were not subject to a compulsory or Compulsory Or financial responsibility law or other motor vehicle insurance law where they are li- Financial Re- tensed or principally garaged. sponsibility Or Other Motor Ve- hicle Insurance LawOnl B. Owned Autos You Acquire After The Policy SECTION II—LIABILITY COVERAGE Begins A. Coverage 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered We will pay all sums an "insured" legally must pay next to a coverage in Item Two of the Declara- as damages because of"bodily injury" or"property lions, then you have coverage for "autos" that damage" to which this insurance applies, caused you acquire of the type described for the re- by an "accident" and resulting from the ownership, mainder of the policy period. maintenance or use of a covered"auto". 2. But, if Symbol 7 is entered next to a coverage We will also pay all sums an"insured"legally must in Item Two of the Declarations, an "auto" you pay as a "covered pollution cost or expense" to acquire will be a covered "auto"for that cover- which this insurance applies, caused by an "acci- age only if: dent" and resulting from the ownership, mainte- a. We already cover all "autos" that you own nance or use of covered "autos". However, we will for that coverage or it replaces an "auto' only pay for the "covered pollution cost or ex- you previously owned that had that cover- pense' if there is either "bodily injury" or"property age;and damage" to which this insurance applies that is b. You tell us within 30 days after you acquire caused by the same"accident". it that you want us to cover it for that cover- We have the right and duty to defend any"insured" age. against a "suit" asking for such damages or a C. Certain Trailers, Mobile Equipment And "covered pollution cost or expense". However, we Temporary Substitute Autos have no duty to defend any "insured" against a "suit" seeking damages for"bodily injury" or"prop- If Liability Coverage is provided by this Coverage erty damage" or a "covered pollution cost or ex- Form, the following types of vehicles are also cov- pense'to which this insurance does not apply. We ered"autos"for Liability Coverage: may Investigate and settle any claim or"suit' as we 1. "Trailers"with a load capacity of 2,000 pounds consider appropriate. Our duty to defend or settle or less designed primarily for travel on public ends when the Liability Coverage Limit of Insur- roads. ante has been exhausted by payment of judg- 2. "Mobile ,equipment" while being carried or ments or settlements. towed by a covered"auto". 1. Who Is An Insured 3. Any"auto" you do not own while used with the The following are"insureds": permission of its owner as a temporary substi- a. You for any covered"auto". tute for a covered"auto" you own that is out of b. Anyone else while using with your permis- service because of its: sion a covered "auto' you own, hire or bor- a. Breakdown; row except: b. Repair, (1) The owner or anyone else from whom c. Servicing, you hire or borrow a covered"auto'.This d. "Loss"; or - exception does not apply if the covered "auto" is a "trailer' connected to a cov- e. Destruction. ered"auto"you own. Page 2 of 12 ©ISO Properties, Inc.,2005 CA 00 0103 06 f] I� (2) Your "employee" if the covered "auto" is b. Out-Of-State Coverage Extensions owned by that "employee" or a member While a covered "auto' is away from the of his or her household. state where it is licensed we will: (3) Someone using a covered "auto"while (1) Increase the Limit of Insurance for Li- -. he or she is working in a business of ability Coverage to meet the limits speci- selling, servicing, repairing, parking or fied by a compulsory or financial re- storing "autos" unless that business is sponsibility law of the jurisdiction where yours- - the covered "auto" is being used. This (4) Anyone other than your "employees", extension does not apply to the limit or partners (if you are a partnership), limits specified by any law governing members (if you are a limited liability motor carriers of passengers or prop- _ company), or a lessee or borrower or erty. any of their "employees", while moving (2) Provide the minimum amounts and property to or from a covered"auto'. types of other.coverages, such as no- (5) A partner (if you are a partnership), or a fault, required of out-of-state vehicles by member (if you are a limited liability the jurisdiction where the covered "auto' company)for a covered"auto"owned by is being used. him or her or a member of his or her We will not pay anyone more than once for household. the same elements of loss because of c. Anyone liable for the conduct of an "in- these extensions. sured" described above but only to the ex- B. Exclusions tent of that liability. This insurance does not apply to any of the fellow- 2. Coverage Extensions in 9 a. Supplementary Payments 1. Expected Or Intended Injury We will pay for the"insured": "Bodily injury" or "property damage" expected (1) Ail expenses we incur, or intended from the standpoint of the "in- (2) Up to $2.000 for cost of bail bonds (in- sured"_ eluding bonds for related traffic law vio- 2. Contractual lations) required because of an "acci- Liability assumed under any contract or agree- dent" we cover. We do not have to fur- ment. nish these bonds. But t (3) The cost of bonds to release attach- damages:lexclusion does not apply to liability for ments in any "suit" against the "insured" we defend, but only for bond amounts a.- Assumed in a contract or agreement that is within our Limit of Insurance. an"Insured contract"provided the"bodily in- 4 All reasonable expenses incurred b the Jury" or "property damage" occurs subse- ( ) P Y quent to the execution of the contract or "insured" at our request, including actual agreement; or loss of earnings up to $250 a day be- cause of time off from work. b. That the "insured" would have in the ab- (5) All costs taxed against the "insured" in sence of the contract or agreement. any "suit" against the "insured" we de- 3. Workers' Compensation fend. Any obligation for which the "insured" or the (6) All interest on the full amount of any "insured's"insurer may be held liable under any judgment that accrues after entry of the workers' compensation, disability benefits or judgment in any "suit" against the "in- unemployment compensation law or any similar sured"we defend, but our duty to pay in- law. terest ends when we have paid, offered 4. Employee Indemnification And Employer's to pay or deposited in court the part of Liability - the judgment that is within our Limit of "Bodily injury"to: Insurance. These payments will not reduce the Limit of a. An"employee"of the"Insured"arising out of and in the course of: Insurance. (1) Employment by the"insured"; or CA 00 01 03 06 ©ISO Properties, Inc., 2005 Page 3 of 12 ❑ INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the tern 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 Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultants 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 13 Revised:5/5116 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 Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A_M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, 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 Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. " or "for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 14 Revised:5/5116 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 Consultant's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 15 Rewsed 515116 720599.1