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Home My WebLink AboutA6897 - UPBEAT PARADE PRODUCTIONS - FESTIVAL OF LIGHTS CONTRACT SERVICES AGREEMENT Festival of Lights Parade Production Services 2018 THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered into on s� ��—, 201g, by and between the City of Palm Springs, a California charter city and munielpal corporation ("City"), and Upbeat Parade Productions, ("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 special events and parade production services company to organize, coordinate and produce the Festival of Lights Parade 2018, ("Project"). B. Contractor has submitted to City a proposal to provide parade production services for the Festival of Lights Parade, 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 Scope of Services. In compliance with all terns and conditions of this Agreement, Contractor shall provide parade production services for the Festival of Lights Parade, 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 RID AND/OR AGREEMENT Revised:1131118 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$22,500.00. 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. 3A 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. 720599,1 2 Revised:1/31/18 r 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 Contractor, if Contractor notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve months from date of execution and will end on December 31, 2018, whichever comes first, 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 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 WORT{ 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: Ray Pulver, Owner(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 720599 3 Revised:1/31118 i 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: Ray Pulver- Owner- 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 "CIaims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, from any violation of any federal, state, 720599.1 4 Revlsed.,1131[18 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. (*Waived, not applicable) 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. 720599,1 5 Revised:1131/18 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. 720599.1 f Revised:1131118 r 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. 9A 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 Iawful 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 720599.1 7 Revised:1131118 in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/City CIerk 3200 E.Tahquitz Canyon Way Palm Springs, California 92262 - ' 'To Contraet6f: " Upbeat Parade Productions Attention: Ray Pulver 5320 Cedar Grove Circle San Jose, CA 95123 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. 720599-1 8 Revised:1/31/18 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement,by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: 7' g APPROVED BY Cff WAGER David H. Ready City Manager APPROVED AS TO FORM: ATTEST By. Edward Z. Kotkin, V.A i City Attorney City Clerk "CONTRACTOR" Upbeat Parade Producti Date: g (name) W- UL\/C t)ok,�,ev— Date: (name) (secretory) 720599.1 9 Revised:1131118 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT 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 Santa Clara r1 � On Kaq g 91D ca 1� before me, Susan D. Polito, Notary Public, Personally appeared Rg�1 Lk) • LA\VQ.0 who proved to me on the basis of satisfactory evidence to be the person(VI whose name(F4 is/ate subscribed to the within instrument and acknowledged to me that he/& a/ray executed the same in his/Je-F/Zherr authorized capacityksf, and that by his/.Ier/tkeir signature(S}-on the instrument the person(,}, or the entity upon behalf of which the person(eacted, executed the instrument. I certify under the PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SUSAN D.Part Notary Public—Calikxnia Santa Clara Counly CommisMon#2132600 My Comm.Expires Dec2.2019 Susan D. Polito, Notary Public Commission Expires Dec. 2, 2019 Title or Type of Document: cy&t5k�FlT 3 -" Number of Pages: EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including, Schedule of Fees .And Schedule of Performance 7 0599.1 t Revised:1131/18 Scope: Upbeat Parade Productions shelf provide professional expertise In advance of the Parade 10 recruit an adequate number of qualified enirlea,organize the flow of units, and support the media presenting the PARADE In an advantageous manner,Including, but not limited to; • Overall Parade production and coordination • Assist with timellne development for both planning the parade and for parade day • Assist with budget development • Develop or update parade Invitations,contracts,acceptance and decline fetters, parade rules and guidelines • Initiate the mailing or email notiflcallan of parade entry Invitations,applications, acceptance ordecline letters,contracts,rules and guidelines • Search for prospective parade entries • Network for parade entries through organizations such as the International Festivals and Events Association,California/Nevada Festivals and Events Association,and others • Approve entry participation • Receive all entry applications and maintain database of entries • Assist in the negotiation of contracts where applicable • Work with professional companies providing such entries floats,balloons and other entertainment entries. Attend meetings with such companies as needed • Maintain communication and professional relationships with all entries participating and companies providing such entries as bands, floats,balloons,and guest celabrfttes • Oversee the entry requirements,hospitality and special needs of parade participants • Assist in developing volunteer job descriptions and volunteer assignments • Workwlth the City of Palm Springs to assign and assist in training volunteers for parade day operation • Assist with coordinating local city services • Work with sponsorship sales manager on packaging or creating parade entries for sponsors • Attend regular meetings via conference calls or phone discussions as needed. Attend up to three In person meetings • Provide parade entry workshop to assist entries with creative Ideas for their Participation • Create maps for partidpants and volunteers • Create the parade line-up as N relates to the positioning of all units in the parade and Its general flow Create and distribute of all parade entry staging Information packets for parade day ° Provlde script for on street announcers • Provide professional expertise In the post-production evaluation. • Provide up to 12 experienced parade personnel on site the day of the parade to co of Work, Additional 2018 Upbeat Parade Productions did provide and will continue to provide in 2018 the following additional professional services in addition to the original scope of work fist in original contract including, but not limited to: Television Broadcast • Assist in securing a local television station to provide broadcast of the Palm Springs Festival of Lights Parade • Work with television production team on overall production and broadcast appearance • Provide television anchors with their on air script of each entry in the parade • Manage the coordination of the parade flow and timing through the television stage area • Provide additional staff for TV stage area for timing and flow • Travel to Palm Springs for in person meetings with TV production team • Be available for conference call meetings with television production team as needed • Research and make recommendations on potential broadcast sponsors. Meet with (in person and/via conference call) television production team • Search for and select special performance groups for the opening of parade broadcast along with other performance slots within the broadcast Other Additional Services • Coordinate with Palm Springs High School Marching Band Director and the Band Festival Committee in soliciting bands for the Festival of Lights Parade • Expand the solicitation of marching bands for the parade to the entire state of California along with Arizona and Nevada }r . re- v &: ,9 PRODUCTION COSTS—Base Cost $18,000.00 Updated-April 10, 2018 STAFF 2018-Additional Producer and Office Staff Time for Television and added items $1,350.00 PARADE DAY TEAM MEMBERS 2018-TV STAGE TEAM 4 X$350.00 $1,400.00 2018—ADDITIONAL PER DI EMS 2 DAYS X 4 STAFF-$25.00 PER DAY $200.00 TRAVEL 2018 ADDITIONAL CAR RENTAL $300.00 2018 ADDITIONAL STAFF AIRFARES $500.00 2018 ADDITIONAL STAFF MOTEL UP TO 5 ROOM NIGHTS X$125.00 $750.00 GRAND TOTAL NOT TO EXCEED $22,500.00 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) 720599E 13 Revised:1131118 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty(30)days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents,employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars($2,000,000)general aggregate; 2. Automobile liability insurance with Iimits 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 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 T1C)54'?,i 14 Revised:1/31118 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either(1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better,unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Patin Springs Contract No._" or 'for any and all work per formed with the City"may be included in this statement). 2. "This insurance is primay 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. 720599.1 is Revised'1131/18 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 (I) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 720599.1 16 Revised:1/31118 ACIORE) CERTIFICATE OF LIABILITY INSURANCE DATE(MMVDNYYY) 0W3012017 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, Hiscox Inc.dlbiaJ Hiscox Insurance Agency in CA PHONE FAX _(A.r No�xtk (8£i8)202-3007 tVC Nat: 520 Madison Avenue EMAIL 32nd Floor DDREss: contact@hiscox.com INSURERS AFFORDING COVERAGE NAIC 9 INSURED New York,NY 10022, INSURER A: Hiscox Insurance Company Inc 10200 -- INSURER B: State Fund Upbeat Parade Productions INSURERC: 5320 Cedar Grove Circle INSURERD: INSURER E: San Jose CA 95123 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES:LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN SR ADDL SUBR POLICY OFF POLICY EXP LTR TYPE OF INSURANCE WVQPOLICY NUMBER MMIDDIYYYY i MMJ DDtYYYY LIMITS X COMMERCIALGENERALLIABILITY EACH OCCURRENCE 5 2,000.000 CLAIMS-MADE ®OCCUR MA E NfL`D -`— PREMISES iEa occurrence S 50,000 X CGL is on BOP Form MED EXP(Any one person) s 5,000 A Y Y UDC=1$ 5:1 gbP 7 10/14/2017i 1011412018 PERSONAL&ADV INJURY s SfT Each Occ. �GEEN'L AGGREGATE LIMIT APPLIES PER: i GENERAL AGGREGATE 5 2,000,000 ✓� PCLICY❑PRO-. ❑ — JECTLOC PRODUCTS-COMPIOPAGG S S/1'Gen.Agg, OTHER: 5 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY II4JURY(Per accident) S HIRED AUTOS NON-O"lED AUTOS PROPERTY DADAMAGE15 yy Per accdenh UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS LIAR CLAIMS•R1ADE AGGREGATE $ DED RETENTION S $ WORKERS COMPENSATION _ AND EMPLOYERS'LIABILITY YIN STATUTE ERER H ANYPROPR IETOR/PARTNERiEXECUTI VE B OFFICERIM EMBER EXCLUD50? ❑NIA � t�^ 1�� E.L.EACH ACCIDENT S 1.0000 (Mandatory in NH) - Y _ 11123117 1 1123/1 If yyes, E.L.DISEASE-EA EMPLOYEE)S 000 DESCRIPTION under OF OPERATIONS below E.L.DISEASE•POLICY LIMIT S 1 000000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached it more space is required) The City of Palm Springs, Its officers, employees, and agents are named additional insured. 30 Day Notice of Cancellation CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Palms,Spring THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3200 E. Tahquitz ACCORDANCE WITH THE POLICY PROVISIONS. Palm Springs, CA 92262 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD.25(2014101) The ACORD name and logo are registered marks of ACORU . ^ ' POLICY NUMBER: n4ozsnzoos COMMERCIAL GENERAL LIABILITY CG2O13O413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ U 7[CAREFULLY. ��K��x��U 0�� STATE ' ADDITIONAL ov�'°�"�.u� ux�o��m�� ~� �� n �� o �~ �� 8 �� {�� U�8�� = � ��m ��m�o�onxu�,� u��u� x~m��x�� m ��n� ��n � m��o��x� ' �� K ��8��8 �8H��N�� U�� ux POLITICAL u��u� ��xmu��o��n� �� PERMITS n �� U�� KUlF��8��l�0�� RELATING 7�� o� �n�� xwm��u�ou_�� oo~~"�� ox��u~�zxnu�� u �� o- m'��o�ox��e This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision, CITY OF PALM SPRINGS PALM �PRINGS, CA 92262 Information required to complete this Schedule. if not shown above, will be shown in the Declarations, A. Section H —Whu Is An Insured is`amendad (o However: include as an additional insured any state or 1. The insurance afforded to such additional govw/nmonio| agency or subdivision or poU�m�� insured only applies hothe extent ponn\8ed by subdivision shown in the Schedule, subject ththe' |aw�and following additional provision: . 2. |f coverage provided tu the additional insured io This insurance applies only with respecthothe required by a contract or agn*ement, the following hazards for which the state or insurance afforded ho such additional insured governmental agency or subdivision or political will hot be broader than that which you are subdivision has issued o permit orauthorization in requited by the contract or agreement to connection with premises you own, rent nrcontrol provide for such additional insured. and to which this insurance applies: B. With respect to the insurance afforded to them 1` The existence, maintenance, repair, additional inauvodn, the following in added to construction, erection or removal otadvertising SectionU|—Limitm Of Insurance: signs, awnings, uanopion, oa||ar on!nanoeu, coal ho|oo, drivowoyy, manholes, marquees, |f coverage provided to the additional insured is ' hoist away openings, sidewalk vuu|\o, street required by a contract or ognaomen\, the most we banners or decurohnpn and similar exposures: will Pay on behalf of the uddiUoh6| insured is the amouniofinsomn�n' o/ . 2. The nunstnuudnn, anaoUon or removal of 1. Required by the contract or agreement; or elevators; or 2. Available under the applicable Limits of 3. The ownamhip, maintenance o/ use of any Insurance shown |n the Declarations; elevators covered by this insurance. whichever isless. This endorsement shall not increase the applicable Limits of Insurance 'shdwn in the DodoraUons. CG2O13D413 9)Insurance Services Office, |nc,2D12 Page I of COMMERCIAL GENERAL LIABILITY . CIS 20 01.0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY . CONS I UT OTHER INSURANCE ITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that 'this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance From any other insurance available to the. additional insured. 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 CG 20 01 0413 O.Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER:0401502603 COMMERCIAL GENERAL LIABILITY CO 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY"COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ALL PERSONS OR ORu:i\IGATIONS AS .REQUIRED 3Y WRI.tTEN. CONTRACT WITH THE INSURED. Information required to complete this Schedule, if not shown above will be shown in the Ueclarations. The following is added to Paragraph 8.Transfer Of Rights Of Recovery Against Others To Us of Section'IV—.Conditions, We waive any right of recovery we may have against the person or organization shown in the.Schedule above because-of payments we make for injury or damage arising out of your ongoing operations or "your work"done under'a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 0 Insurance Services Office, Inc., 2008 Page 9 of'I iJ ENDORSEMENT AGREEMENT BROKER COPY WAIVER OF SUBROGATI.ON' BLANKET BASIS 9147186-17 ® RENEWAL NA HOME OFFICE SAN FRANCISCO EFFECTIVE NOVEMBER 23, 20.17 AT 12.01 A.M. PAGE 1 OF IALL EFFECTIVE DATES ARE AND EXP I R I NG NOVEMBER 2 3, 2018 .AT 12.01 A..M M. AT 1201 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME UPBEAT PARADE PRODUCTIONS 5320 CEDAR GROVE CIR " SAN JOSE, CA 95123 WE HAVE. THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED. IN THE SCHEDULE.. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK ,UNDER. A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.0,0% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION BLANKET WAIVER OF FOR WHOM THE NAMED INSURED SUBROGATION HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, .CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN. AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO. VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: NOVEMBER li 2017 2572 AUTHORIZED REPRESENT IVE PRESIDENT AND CEO SCIF-FORM 10217 (REV.7-2014) OLD DP 217 CONTRACT SERVICES AGREEMENT Festival of Lights Parade Production Services IS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered into on -d' , 201:1, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Upbeat Parade Productions, ("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 special events and parade production services company to organize,coordinate and produce the Festival of Lights Parade 2017,("Project"). B. Contractor has submitted to City a proposal to provide parade production services for the Festival of Lights Parade, 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 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide parade production services for the Festival of Lights Parade, 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 120549.1 , AND/OR AGREEMENT , „s i 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 $18,000.00. 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 ChanQes. 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. �. _, :,mot .; «;,�.; 3•.�` 2 Revised:SWIG 720599.1 t 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 Contractor, if Contractor notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for perfornting 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 firll force and effect for a period of twelve months from date of execution and will end on December 31, 2017, whichever comes first, 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: Ray Pulver, Owner(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 72099.1 3 Revised:M16 decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shalt 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: Ray Pulver Owner 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit"B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, from any violation of any federal, state, 720599.1 4 Revised:515116 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 Desizu Professional Services Indemnification and Reimbursement. (*Waived, not applicable) 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. S. 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. 720594.1 Revised:5&16 81 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-SW6 710599 93 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 Leeal 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. 103 Covenant Aeainst 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. 724599.1 To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Upbeat Parade Productions Attention: Ray Pulver 5320 Cedar Grove Circle San Jose,CA 95123 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 113 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 SeverabWty. 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. 720599.1 8 Revlwd:515116 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs t Date: 1 By: vid H.Ready City Manager APPR0V/ 'nn P-Y CITY jyA^I;;GER APPROVED O FORM: ATTEST By: By: ,L + Douglas olland, Kathleen D. Hart, MMC City Att mey City Clerk "CONTRACTOR" Upbeat Parade Productio i Date: AB - - r (name) 1U Z (presid W) Date: (name) (secretary) 720599.1 9 Reviwd 51&16 CALWOF MA ALLA+URPOSE ACKNOTA211ML1Elfi C"*L GORE g 1ieo yW We4,Y.�•l,K.A••!_f.L.L/fLf•f\fYf••AI�Aaat�rt•f•�.�'.t.l.l�t•!•w.tiAfyH AIIJ�Y A eaWy pAAe or alwr dim die Cerffioee waEea a*to Ww*of ra tef viMsl Wo Wgwd dw donawremwlidrdicw0ae'wwwdwd wdrardwa Mdmmamaaq.awiftoldwel mrrwx 8br at Oafforrta ) coul+y or -s G )� � on of ins + °��twdar.m.._ IlAg J77 l( SA 4g&cy- lifo?A cab Pwwrrab�aaa.d �A l,.1 Pa`,V t 9-Atea.w1d 7Ale of 8a ort7or NMI of SOWN wbo prorad to me a1 the bwie of edidadary eviderm flo be the PKMO"flow I-,.ON filar aubacrbed W the vM6 kafr mo t and aalewwledpsd to me Mal! awbd 4r awns n erUwenWuuBroridwXd Mch2wndthetbbyyhfeflrrltriaelflur ntlreiv6rarwdttrep°Horda): a the wrBly epee behalf d vdriolr tlrs paaardePacbd.wwwdad flti ifrdnarrerrt 77 I cw*mJw PENALTY OF PEFULIRY„Ww Va boas Of .abde of Caiforniw the!tla famairrp pwaQaph HARJIT K.SACHDEV ° 1°WO°o°d' Commission 1112045838 n11r hw d are olficid seq. Notary Public-California _ Ae Santa Clara County ^s My Comm.Exp:Oct.17,201 ofNotoryPAbw Phm Nofay 9(W Abow OPYM AC 7hwO thfe eectlarr to aPdbewC mrpk(b�g HYs bdbnrrerYorl tarn delaralaradion of Are daor(nrwd ar *7acbwdlmdbmbmwtc(D*fGmrtoa owih aded rdsOftedpaw Type of Atfwdad Doaarrart `tea /_ �Q�r ilkTdoc Tina a Type of Donanarrt C'`P/h./ GI' 1 rm of PaOec Sonw(s)Other Tbwr No, Abort CapecRAWy CW=wd by glilpm" t3tpnds Norm swWO Nanac Q orpaWa 011fow—Ttbhk ❑Corpwdw ORicw—TtN(a� ❑Pwhwr— ❑Ladled O ewrad ❑F*t w— ❑Lirribd ❑Gwwd ❑k ❑AUwW in Fact ❑hzpaaal ❑Atmmey In Fad ❑Tirane ❑Guarder cr Carawvdar ❑Tmales ❑Guawdm a Conwee 6or 0 O9wr. ❑odw .. GWWle Raprm nfiw 8iprrw 6 RsPMmillia, Q1'010 N°6nrw1 NalwyAeeaCiaSoa•wwwl y wp•1 I1S KfT#tY(1-600-0T6 EB27) wn f= 720599.I 10 Revised:505116 EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICESIWORK Including, Schedule of Fees And Schedule of Performance 7205".1 11 ii"wd:5016 • • y. f • f Proposal for Parade Planning, Production and Management Services Festival of Lights Parade - Palm Springs, CA 2016-2018 Presented by Upbeat Parade Productions a • of • A-Experience,Background and References • Proposal Summary • Business Profile • Parades • Project Staffing • References B-Scope of Work/Quality of Work • Scope of Work • Proposal Exceptions and issues • Sample Timeline • Methodology and Critical Issues C-Project Manager Q-focal Preference E-Cost s m Upbeat Parade Prodaotfons is pleased to offer the following Parade Production and Coordination Services proposal to the Clty of Palm Springs to produce and coordinate the Festival of Lights Parade,2016-2018. At this time,due to other commitments,we are unable to include a proposal for the Veterans Parade,however we may be able to consider assisting that parade In the future. Proposal Summary The parade brings children and their families together with quality music,artistry,and entertainment while showcasing the vibrant community, it is a vital quality of life event that maintains the cultural and economic health of the area. We want to unite people with this celebration and continue it as a viable and longterm event. • Event Name:Palm Springs Festival of Lights Parade • Date:First Saturday in December(rain or shine) • Location:Downtown Palm Springs • Projecled Number of Attendees:80,000 • In addition,we understand the following to be your primary event theme and messages: o Event Theme:Celebration of the Holiday Season o Event Key Components of the parade to include: 1. Up to 75 entries in the parade 2. Entries to include,marching bands,creative floats,giant balloons,guest celebrities,specially units 3. Involve organizations both locally and regionally • We will work with you to clergy your targeted outcomes for your parade.In our experience,typical strategic goals for similar parade include: , o Providing a fun,eats,entertaining ' e and We event for the local !. ' community o (lain recognition for the City o Quality parade that will gain positive media attention o Providing engaging content for the audience We align our proven practices with your needs in ea step of the process. That way,we ensure your desired outcomes stay at the forefront of every decision. Section A 1�1BF 77 Ag I l 1 Upbeat Parade Productions was foundad in March of 2000.Ray Puhver,Owner,is an event producer and consultant,specializing In Parades,With over35 yoars of*xperlence. • Upbeat Parade Productions currently works with 18 • Parades In Callfomis and Nevada and has coordinated ••, numerous others on both the east and west coasts. Upbeat Parade Productions works on many types of Parades.from seal town and aftic parades,iD regionally and nationaly televised parades.Upbwd Parade Productions was the producer of America's Chitdren's Holiday Parade in Oakland. That parade was nationally televised on PBS alllates and shown intemationaly on the American Forces Network. Owner and staff has also worked with four other nattonaly televised parades,Your Homelown American Parade(4e of JWy),PMdeld,MA,San Francisco Chinese New Year Parade,Senta.com Parade In San Francisco and the San Jose Miday Parade. Upbeat Parade Productions works with parades with entries ranging from 10 entries to 135 enbias. Parades are in large cities.including San Francisco and San Jose,CA to smaller communities such as Rancho Cucamonga and Petaluma,CA Wpbeal Parade Productions Is a Icng-standing member of CalFest(California/Nevada Festivals and Events Association)and iFEA(International Festivals and Events Association). We also have worked with or have reletkmships with numerous parades,parade suppliers,and participants. Upbeat Parade Productions Is financially segue, operating as a sole proprietorship business. Staff hired to assist with parades is by sub-contract or casual employment. No legal claims have ever been filed against tha lts� business. i1rMNflfa'Ialtl loft Parades Some Current Parade Clients Include. CARtlAVAL PARADE—San • tTALI N HERITAGE PARADE—San Fiandsao.Caftmia:(2011- FrVAICIS ,Caffibmla:(2010-currenU A current)One of the most unique parade celebrating the Italian Heritage. and colorful parades in California. t o-WaERS DAY PARADE-Rancho • COLUG HL ROMO—Smb", Cuc'aahorgA CafiJba k(2011-current)A Caffomia:(2010-aurant)A parade community celebration for the City of celebrating the opening of the Rancho Cucamonga. California Rodeo Salinas. • S NOY�i W PARADE-Tab"Coy, • CadyomA:(2009-wnent)A fun fined Fnsmoak C&ftnia:(2001-currant) parade celebrating the opening or one of A tnre canmuniry patriotic the largest winter festivals In the west celebration for this San Francisco Bay area city. B Bool EAME-San Diego, Ce forma.(2013-current)A unique celebration of Halloween. Monterey, Wkhada:(2012-current) FESTIVAL OF UOM P This hometown community Sprfrga, Cefifomla (�M—Palen Montereycelebratio is beloved try the A unique��y parade feapuing floats, Bay area. bands.dance teams and of course Santa • PATRrOM PARAW_ Claus. Nevada:(2007-currant)g�qe of July celebration in the Summerlin Sane Past Parade Clients include. community. • 1�iCA'S CHLLOREN'a HOLIDAY PARADE- • V P -Son Jose, Oakland, Cailontie:(2000-2013)A Call nft(2005-current)A parade prernier children's parade televised homdng our veterans. One of the throughout the San Francisco Bay area, oldest and largest parades of its on PBS television affiliates across the kind in the west, country and America Forces Network around the world. MILES FESTIVAL of UGHTs P mDE -Fremont,CaNbmia.(2001- 1frEi"Eft SPRING PARADE-San Jose, current)A holiday tradition featuring Califomis.(1999-2011)One of the largest thousands of lights through the Vieteamese Lunar New Year celebrations historic Niles dishid of Fremont. In the United States. • SAKI NAS PARADE OR Lie as- 80108, C84 MAL(2007-mffm) SM JOW HQLWAY EMME-San Jose, A holiday event featuring CaMOmla(1994-1999) thousands of lights and community spirit In this Monterey County city. wJi aions Project l i The Upbeat Parade Productions"Kay Team being assembled for the Palm Springs Festivel of Lights Parade has a combined 1 DO years experience working with parades. In addition, the Parade day stnhg team has worked an numerous parades with Upbeat Parade Prcducd"throughout California and Nevada Ray PuWw—Executive ProducerlCoordinafor—37 years experience in parade production and coordinallom Has produced and coordinated nallonapy televised parades,ethnic parades,and community parades. Patricia Brooks—Flow Manager—14 years working with flay Pulver on America's Children's Holiday Parade as Project Manager and 10 years on other parades.Pahtda has overseen parade flow through TV and review area zones,also parade logistics Including Placement of stages,blOWAOm,deitvery of transportation vehicles volunteer check-in, appearances of costume characers. Cynthia An"—Staging Manager—13 years working with Upbeat Parade Productions on numerous parades. Ovemm I he staging team for parades. Lead coordinator at ►ntersection,melding the parade together. Annette Jennings—Staging Manager—1 D years working with Ray Pulver with Ameerk:Ws CMkk*n%HOYday Parade,Rancho Cucamonga Founders Day Parade,Summerlin Patriotic Parade(Las Vegas), Annette was also the director of the Murriela Veterans Day Parade for e years. Ruth Schnabel—Staging Manager—Executive Director of California Festivals and Everts Association and retired Director of the North Lake Tahoe SnowFest. Ruth has may 30 years special event experience, Assistant staging cOOrdinator for America's Children's Holiday Parade and Director of the Tahoe SnowFest Parade. Ingrid Lundquist—Staging Manager—10 years working with Upbeat Parade Productions On parades and events. Ingrid Is owner of The Lundquist Company and has produced events for corporations,non-profit Organizations.goverment and dries. Upbeat Parade Productions would Provide up to 7 additional on slghht,experienced parade cOwnatOm for staging and de-staging areas an parade day. References America's Children's Holiday Parade(Oaida 4 Joe Haraburds,rellred President and CEO Oakland Metropolitan Chamber of Commerce Email:Joeh947609mall.com CetifomialWaveds Festivals and Events Association Ruth Schnsbei,Executive Director P.O.Box 7125 Tahoe City,CA 96145 Phone: 630-5ti3-5605—Email:calhrst@sbcglobal.net Your Hometown America Parade(pft#SM,MA) Beverly Chartier, Retired President Phone: 352 753-4362—Emap:paradeladelaol.com City of San Jose Fawns Ferguson, Retired, Promotions and Everts Officer Office of Cultural Affairs Phone: 408-07-MM —Emall:goidhorsewoman@yahoo.com Monte 0 of July Parade Rick Johnson,Executive Director—Old Monterey Downtown Association 98 Del Monte Avenue—Suite 201 Monterey.CA 93940 Phone: 831-655.8070—Emall:rJohnson@oldmonterey.mg StarBound Entertainment(parade baltoor company) Toni McKay,CEO 1410 Chapin Road New Castle, PA 16105 Phone: 724-658-1408—Email:stad=Went@earthgnk.com 8032(Iloat builder). Kendra Comerford,Manager P.O.Box S0624 Portland, OR 97280 Phone: 503-206.7822—Emall:Kendra@sd32.com Section B y p A R A Scope of Work Upbeat Parade Productions shall provide professional expertise in advance of the Parade to recruit an adequate number of qualified entries,organize the flow of units, and support the media presenting the PARADE In an advantageous manner, including, but not limited to: • Overall parade production and coordination • Assist with timeline development for both planning the parade and for parade day • Assist with budget development • Develop or update parade invitations,contracts, acceptance and decline letters, parade rules and guidelines • Initiate the matting or email notification of parade entry invitations,applications, acceptance or decline letters,contracts,rules and guidelines • Search for prospective parade entries • Network for parade entries through organizations such as the International Festivals and Events Association.Cailiom"evada Festivals and Events Association, and others • Approve entry participation • Receive all entry applications and maintain database of entries • Assist in the negotiation of contracts where applicable • Work with professional companies providing such entries floats,balloons and other entertainment entries. Attend meetings with such companies as needed • Maintain communication and professional relationships with all entries participating and companiesproviding such entries as bands,floats,balloons,and guest rities • participantsOversee the entry requirements,hospitality and special needs of parade • Assist In developing volunteer job descriptions and volunteer assignments • Work with the City of Palm Springs to assign and assist In training volunteers for parade day operation • Assist with coordinating kxrel city services • Work with sponsorship sales manager on packaging or creati ors n9 parade entries for • Attend regular meetings via conference calls or phone discussions as needed. Attend up to three In person meetings • Provide idclparade entry workshop to assist entries with creative Ideas for their • Create maps for participants and volunteers • Create the paw One-up as it relates to the positioning of all units in the parade and its general flow • Create and dW&ute of all parade entry staging information packets for parade day • Provide script for on street announcers • Provide professional expertise in the post-production evaluation. • Provide up to 12 experienced parade personnel on site the day of the parade to Proposal e • • n would be understood that the Festival of Lights Parade is a City of Palm Springs event and not an event of Upbeat Parade Productions. The City of Patin Springs would be responsible for,but not limited too,all budgeted expenses for the parade Including:parade participant expenses and contracts(floats,bands,balloons,helium, hospitality.props,dicor,flags,costumes,volunteer unffom,banners,etc.), entertainers or celebrities including their transportation and accommodations,special permits,Insurances,parade day operation expenses,city services,city permits,float storage,operational and logistics equipment(portable btlets,stages,bleachers, street closer equipment,sound,etc.). Upbeat Parade Productions does not recruit volunteers or parade marshals for parades. The City of Palm Springs would provide all parade day volunteers to assist with parade production as balloon handlers,banner carriers,street marshals,etc., secure and handle all flnandai sponsors and media for the parade. Upbeat Parade Productions will assist in creating volunteer job descriptions and assist with training. Upbeat Parade Productions can provide Information for sponsors and sponsorship recruitment along with wod tng with the sponsorship manager to partner parade entries with sponsors however,we do not solicit or sell sponsorships padcages. Sample Estimated Timeline ruNE Prepare Sponsor Packages Prepare Entry Applications Receive Insurance quotes Submit City event application Mail Entry WMiations A LY Selection of Parade Theme Budget Canted Judging Circuits Send to Calendar of Events 9M=I Parade Theme Announced Contract Insurance Grand Marshal selection SEPTEAfBER Obtain quotes for equipment(portable toikns,staging,radios,sound system,elc.) Finalize entry information packages secure judges Secure parade staging areas Invite dignitaries PmParade meeting with City Departments Contract parade equipment Order parade ribbons and trophies Parade entry deadline Parade ertrls accepted or denied letters mailed AFO Parade banners to pruners Car signs to printers Final sponsor contracts signed First parade line-up draft Final parade line-up draft Meeting notice for volunteer Secure VIP Guest convertibles Parade entry packages mailed First script complete Volunteer Infomnaluai padcages complete Street closure notifications Receive all City costs estimates and sign off on authorization leper Volunteer meeting Sample Estimated Timeline PARADEI Awards presenteNon Mail ffarik you letters •Soldletion of Corporate Sponsors Sclibilatibn of Potential Units Mariceling of Parade *NOTE- Would f0wramend,for the future.Parade Planning begin earlier in the year Methodology and Approach Resuk&,driven.a parade Incorporates strategic planning and Implementadon, in meeting with stakeholders,In this case,city representatives we will enable our team to identify goals and oblecOves from which we can develop a master plan and than specific plans for the parade. The master plan wM Identify participation opportunities for local business,community and non-profit organizations. Once overall parade budget is established,specific plans can be identified. Specific plans would primarily involve enhancing the parade participation content Upbeat Parade Productions beliefs In parade orgy ntjon Include: • Being well wgardzed from start of production to parade day execution • Begin planning process early • Encourage entertainment in all participating entries • Encourage fun and safety with all participating entries • t?evelop good relationships will all participants • Provide clew,sufficient information for participants • Have open communication with city departments providing services for parade Staffing plans: • Administrative would be handled through our otflces in San Jose. AdminWrativve items would include,maintaining parade entry database, parade entry inquires, matting of parade entry staging packets.distribution of Parade Invitations and applications via onalne sources. • ThTheffparade staging areas would be managed by Upbeat Parade Productions Critical Issues: • • Safety issues,either through the entries (updating rules and guidelines for the • .' . entries),and any national or International •.' security Issues. Upbeat Parade .:• • Productions would work closely with city • staff on any safety concerns or issues, as is done with other cities we work with. A •. •• Parade should always be fun and sate for • participants and spectators alfike. , Section C BE JJ PARAjDjkv �1 17 1 i ~�1 Ray Pulver founded Upbeat Parade Productions in March of 2000. He Is an event producer and consultant specializing In parades,with over 35 years of experience.Ray currently works with IS parades In California and Nevada and has coordinated numerous others on both the east and wart coasts. Ray has worked on many types of parades,from small town and ethnic parades,to regionally and nationally televised parades. He has worked with five nationally televised parades,Americe's Children's Holiday Parade,Oakland,CA,Your Hometown American Parade(O of July), Pittsfield.MA.San Frandsoo Chinese New Year Parade, Santa.com Parade, San Francisco and the San Jose Holiday Parade. Ray also waked as an Event Coordinator, permitting special everts Including festivals,parades and street fairs for the City of San Jose,CA Ray Is currently President of the Board of Directors for CalifamielNevads Festivals and Events Association and is currently on the Board of Directors for the Santa Clara Vanguard Drum&Bugle Corps. He Is also a member of the International Festivals and Events Association. He has been a speaker on the topic of parades and related events at CalifomialNeveda Feadvals and Events Association(CalFest), International Festivals and Events Association (IFEA),colleges and universities, and other orgarbadons'seminars, conventions and classes throughout the United States. He has also been featured in Wiley Events-Event Entertainment and Production book by Mark Bonder as well as other publications distributed through IFEA and various parade related websites. Ray has had the honor of serving as a parade float judge for parades around the country Including the Grand Floral Parade in Portland,Oregon.the Kentucky Derby Festival Parade In Louisville(which he also consulted for in 2014)and Camaval Parade in San Francisco. Section D BE P R A JD - 51 I Local Preference Upbeat Parade Productions Is based in San Jose,Calffomia. There are a limited number of professional parade organizers in the country in this specialty business. Upbeat Parade Productions would bring a qualified.experienced team with specialized capabilities to coordinate and stage the parade in Palm Springs. We would certainly work with local volunteers and city staff who are recruited or assigned to the parade. a s Original . Ff r 1 r�,��s .F�j� ' •'_ s o " r IJ tlla y, . �AAOLCiI ox.� PRODUCTION COSTS Updated-dUfy 7,2016 STAI=F Producer and office staff $7.500.00 PARADE DAY TEAM MEMBERS LEAD ASSEMBLY TEAM 5 x$400 ASSEMBLY TEAM 5 X 350$ $2.000.00 DISPERSAL TEAM 2 X 350 $1 r750.00 PER DIEMS FOR ALL STAFF 2 DAYS X 12 STAFF-S50 P Y per day 5600 00 5600.00 TRAVEL CAR RENTALS STAFF AIRFARES $500.00 S2,000.00 STAFF HOTEL UP TO 8 ROOM NIGHTS X 5125 PER NIGHT $1,000.00 ADMINISTRATIVE PARADE DAY AND OFFICE SUPPLIES POSTAGEISHIPPING $750.00 PHOTOCOPYING $250.00 INSURANCES S250.00 $700.00 GRAND TOTAL S18,000.00 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:515N6 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 cant' 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. 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 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 13 Revised:515116 720599A 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 Ieast three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII,or better,unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2)an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No._" or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.�" or' a any and all work performed with the City" maybe 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:515/16 720599.1 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents,and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or(2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 720599.1 5 Revised:515116 CONTRACT SERVICES AGREEMENT Festival of Lights Parade Production Services THIS AGREEMENT FOR CONTRACT SERVICES("Agreement")is made and entered into on .li./2-, 201 to, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Upbeat Parade Productions, ("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 special events and parade production services company to organize, coordinate and produce the Festival of Lights Parade,("Project"). B. Contractor has submitted to City a proposal to provide parade production services for the Festival of Lights Parade, 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 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide parade production services for the Festival of Lights Parade, 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 terns 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 AND/OR AGREEMENT r a544.1 Revised:5/5116 IA 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$18,000.00. 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 Channas. 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 famished 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 aeaeee:srsns 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. 43 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, if Contractor notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4A 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 six months from date of execution and will end on December 31, 2016, whichever comes first, 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: Ray Pulver, Owner(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 7"599.1 3 RaMsed:5516 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: Ray Pulver Owner 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit"B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, from any violation of any federal, state, 720599.1 4 R&Wsed:SW16 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. (*Waived, not applicable) 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 tern, 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 Reuorts. 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. 1,H1594 S ReAmd:SM16 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. 8A 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. nesnn,t 6 Raised.515116 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 EmMovees. 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 103 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 Revlsed:5M16 T70399.1 To City: City of Palm Springs Attention:City Manager/City Clerk 3200 E.Tahquitz Canyon Way Palm Springs, Califomia 92262 To Contractor: Upbeat Pamde Productions Attention: Ray Pulver 5320 Cedar Grove Circle San Jose,CA 95123 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 Patties. 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 Authorl 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. 71(M9.1 9 Revlwd:515115 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: I / B . David H. Ready City Manager APPROVED BY CITY COUNCIL (66 6-yI6 APPROVED AS TO FORM: ATTEST 1hhi3 A6 By: B s-r— Do glas C. Holland, James Thompson, Ci Attorney City Clerk "CONTRACTOR" Upbeat Parade Productions Date: 8 QLP B (name) dl-iN Date: (name) (secretary) 720599.1 9 Revised:5016 EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICESAVORK Including, Schedule of Fees And Schedule of Performance 7a0399.1 Revised:&&i6 i ♦ b ♦ I�` • c . � 4 yy l b j h Proposal for Parade Planning, Production and Management Services Festival of Lights Parade - Palm Springs, CA 2016-2018 Presented by Upbeat Parade Productions Table of • A-Experience, Background and References • Proposal Summary • Business Profile • Parades • Project Staffing • References B-Scope of Work/Quality of Work • Scope of Work • Proposal Exceptions and Issues • Sample Timeline • Methodology and Critical Issues C-Project Manager I D-Local Preference E-Cost • K.4� Upbeat Parade Productions is pleased to offer the following Parade Production and Coordination Services proposal to the City of Palm Springs to produce and coordinate the Festival of Lights Parade,2016-2018. At this time,due to other commitments,we are unable to include a proposal for the Veterans Parade, however we may be able to consider assisting that parade in the future. Proposal Summary The parade brings children and their families together with quality music, artistry, and entertainment while showcasing the vibrant community, it is a vital quality of fife event that maintains the cultural and economic health of the area. We want to unite people with this celebration and continue it as a viable and long-term event. • Event Name:Palm Springs Festival of Lights Parade • Date: First Saturday in December(rain or shine) • Location:Downtown Palm Springs • Projected Number of Attendees:80,000 • In addition, we understand the following to be your primary event theme and messages: o Event Theme:Celebration of the Holiday Season o Event Key Components of the parade to include: 1. Up to 75 entries in the parade 2. Entries to include, marching bands,creative floats,giant balloons, guest celebrities, specialty units 3. Involve organizations both locally and regionally • We will work with you to clarify your targeted outcomes for your parade. In our experience,typical strategic goals for similar parade include: o Providing a fun, safe, entertaining and free event for the local community o Gain recognition for the City o Quality parade that will gain positive media attention o Providing engaging content for the audience We align our proven practices with your needs in each step of the process. That way, we ensure your desired outcomes stay at the forefront of every decision. 1 a I ^, t Ar `i Upbeat Parade Productions was founded in March of 2000. Ray Pulver,Owner, is an event producer and consultant,specializing In parade's,with over 35 years of experience. Upbeat Parade Productions currently works with 18 parades in California and Nevada and has coordinated • numerous others on both the east and west coasts. Upbeat Parade Productions works on many types of parades,from small town and ethnic parades, to regionally and nationally televised parades. Upbeat Parade Productions was the producer of America's Children's Holiday Parade in Oakland. That parade was nationally televised on PBS affiliates and shown internationally on the American Forces Network. Owner and staff has also worked with four other nationally televised parades,Your Hometown American Parade (41"of July), Pittsfield, MA,San Francisco Chinese New Year Parade, Santa.com Parade in San Francisco and the San Jose Holiday Parade. Upbeat Parade Productions works with parades with entries ranging from 10 entries to 135 entries. Parades are in large cities, inGuding San Francisco and San Jose,CA to smaller communities such as Rancho Cucamonga and Petaluma, CA Upbeat Parade Productions is a long-standing member of CalFest(CalifomialNevada Festivals and Events Association)and IFEA(Intemational Festivals and Events Association). We also have worked with or have relationships with numerous parades, parade suppliers, and participants. Upbeat Parade Productions is financially secure, operating as a sole proprietorship business. Staff hired to assist with parades is by sub-contract or casual employment. CAUDRIfiANkYlIW1 No legal claims have ever been filed against the s[YnnBl business. WNW fatdMltho irllift Some Current Parade Clients Include: • CARNL AI,PARADE—San ITALIAN HERITAGE PARADE—San Francisco, California:(2011- Francisco, California:(2010-curreny A current)One of the most unique parade celebrating the Italian Heritage. and colorful parades in California. • FOUNDERS DAY PARADE—Rancho • CoLMO DEL RODEO—Salinas, Cucamonga, California:(2011-current)A California:(2010-current)A parade community celebration for the City of celebrating the opening of the Rancho Cucamonga, California Rodeo Salinas. • SNOWFEST PARADE— Tahoe City, • FRglill 4TH OF JULY PARADE- California:(2009-current)A fun filled Fremont, California:(2001-current) parade celebrating the opening of one of A true community patriotic the largest winter festivals in the west. celebration for this San Francisco . BOULEVARD Bool PARADE-San Dieg o Bay area city. California:(2013-current)A unique • MONTEREY 4TH OF JULY PARADE - Celebration of Halloween. Monterey, California:(2012-current) . FESTIVAL OF LIGHTS PARADE—Palm This hometown community Springs, California:(2015) celebration is beloved by the A unique holiday parade featuring floats, Monterey Bay area. bands,dance teams and of course Santa Claus. • PATRIOTIC PARADE—Las Vegas, Nevada:(2007•current) A great 4'h of July celebration in the Summedin Some Past Parade Clients Include: community. • AMERICA'S CHILDREN'S HOLIDAY PARADE- • VETERANS DAY PARADE-San Jose, Oakland, California:(2000-2013)A California:(2005-current)A parade premier children's parade televised honoring our veterans. One of the throughout the San Francisco Bay area, oldest and largest parades of its on PBS television affiliates across the kind in the west. country and America Forces Network around the world. • NILES FESTIVAL OF LIGHTS PARADE -Fremont, California:(2001- VIETNAMESE SPRING PARADE-San Jose, current)A holiday tradition featuring Calffomle:(1999-2011)One of the largest thousands of lights through the Vietnamese Lunar New Year celebrations historic Niles district of Fremont. in the United States. • SALINAS PARADE OF LIGHTS— Salinas, California:(2007-current) • SAN JOSE HOLIDAY PARADE-San Jose, A holiday event featuring California(1994-1999) thousands of lights and community spirit In this Monterey County city. w o'J Qualifications _il I Project The Upbeat Parade Productions"Key"Team being assembled for the Palm Springs Festival of Lights Parade has a combined 100 years experience working with parades. in addition, the parade day staging team has worked on numerous parades with Upbeat Parade Productions throughout California and Nevada. Ray Pulver—Executive Producer/Coordinator—37 years experience in parade production and coordination. Has produced and coordinated nationally televised parades,ethnic parades, and community parades. Patricia Brooks—Flow Manager—14 years working with Ray Pulver on America's Children's Holiday Parade as Project Manager and 10 years on other parades. Patricia has overseen parade flow through TV and review area zones, also parade logistics including placement of stages,bleachers,delivery of transportation vehicles volunteer check-in, appearances of costume characters. Cynthia Antang—Staging Manager—13 years working with Upbeat Parade Productions on numerous parades. Oversees the staging team for parades. Lead coordinator at intersection, melding the parade together. Annette Jennings—Staging Manager—10 years working with Ray Pulver with America's Children's Holiday Parade, Rancho Cucamonga Founders Day Parade, Summeriin Patriotic Parade (Las Vegas). Annette was also the director of the Murrieta Veterans Day Parade for 8 years. Ruth Schnabel—Staging Manager—Executive Director of California Festivals and Events Association and retired Director of the North Lake Tahoe Snowiest. Ruth has over 30 years special event experience. Assistant staging coordinator for America's Children's Holiday Parade and Director of the Tahoe SnowFest Parade. Ingrid Lundquist—Staging Manager— 10 years working with Upbeat Parade Productions on parades and events. Ingrid is owner of The Lundquist Company and has produced events for corporations, non-profit organizations,government and cities. Upbeat Parade Productions would provide up to 7 additional on sight, experienced parade coordinators for staging and de-staging areas on parade day. References America's Children's Holiday Parade (Oakland) Joe Haraburda, retired President and CEO Oakland Metropolitan Chamber of Commerce Email:joeh9476@gmall.com Califomia/Nevada Festivals and Events Association Ruth Schnabel, Executive Director P.Q. Box 7125 Tahoe City, CA 96145 Phone: 530-583-5605—Email:calfest@sbcgiobal.net. Your Hometown America Parade(Pittsfield, MA) Beverly Chartier, Retired President Phone: 352-753-4362— Email: paradelade@aol.com City of San Jose Fawns Ferguson, Retired, Promotions and Events Officer Office of Cultural Affairs Phone: 408-497-9689 —Email: goldhorsewoman@yahoo.com Monterey 4tl'of July Parade Rick Johnson, Executive Director—Old Monterey Downtown Association 98 Del Monte Avenue—Suite 201 Monterey, CA 93940 Phone: 831-655-8070—Email: rjohnson@oldmonterey.org StarBound Entertainment (parade balloon company) Toni McKay, CEO 1410 Chapin Road New Castle, PA 16105 Phone: 724-658-1408— Email: starboundent@earthlink.com SC132 (float builder) Kendra Comerford, Manager P.O. Box 80624 Portland, OR 97280 Phone: 503-206-7822—Email: Kendra@sci32.com IFF"Em"rim I '°-�c°n75 �v,ri�'w°.6X'� � 4b �s^`,�� y i a r' -�`ii �r Eq 4:` � 9 v ��1 Section B Scope of Work Upbeat Parade Productions shall provide professional expertise in advance of the Parade to recruit an adequate number of qualified entries, organize the flow of units, and support the media presenting the PARADE in an advantageous manner, including, but not limited to: • Overall parade production and coordination • Assist with timeline development for both planning the parade and for parade day • Assist with budget development • Develop or update parade invitations, contracts, acceptance and decline letters, parade rules and guidelines • Initiate the mailing or email notification of parade entry invitations, applications, acceptance or decline letters, contracts, rules and guidelines • Search for prospective parade entries • Network for parade entries through organizations such as the International Festivals and Events Association, California/Nevada Festivals and Events Association, and others • Approve entry participation • Receive all entry applications and maintain database of entries • Assist in the negotiation of contracts where applicable • Work with professional companies providing such entries floats, balloons and other entertainment entries. Attend meetings with such companies as needed • Maintain communication and professional relationships with all entries participating and companies providing such entries as bands, floats, balloons, and guest celebrities • Oversee the entry requirements, hospitality and special needs of parade participants • Assist in developing volunteer job descriptions and volunteer assignments • Work with the City of Palm Springs to assign and assist in training volunteers for parade day operation • Assist with coordinating local city services • Work with sponsorship sales manager on packaging or creating parade entries for sponsors • Attend regular meetings via conference calls or phone discussions as needed. Attend up to three in person meetings • Provide parade entry workshop to assist entries with creative ideas for their participation • Create maps for participants and volunteers • Create the parade line-up as it relates to the positioning of all units in the parade and its general flow • Create and distribute of all parade entry staging information packets for parade day • Provide script for on street announcers • Provide professional expertise in the post-production evaluation. • Provide up to 12 experienced parade personnel on site the day of the parade to Proposale • • It would be understood that the Festival of Lights Parade is a City of Palm Springs event and not an event of Upbeat Parade Productions. The City of Palm Springs would be responsible for, but not limited too, all budgeted expenses for the parade Including: parade participant expenses and contracts (floats, bands, balloons, helium, hospitality, props, d6cor, flags, costumes, volunteer uniforms, banners, etc.), entertainers or celebrities including their transportation and accommodations, special permits, insurances, parade day operation expenses, city services, city permits,float storage, operational and logistics equipment (portable toilets, stages, bleachers, street closer equipment, sound, etc.). Upbeat Parade Productions does not recruit volunteers or parade marshals for parades. The City of Palm Springs would provide all parade day volunteers to assist with parade production as balloon handlers, banner carriers, street marshals, etc., secure and handle all financial sponsors and media for the parade. Upbeat Parade Productions will assist in creating volunteer job descriptions and assist with training. Upbeat Parade Productions can provide information for sponsors and sponsorship recruitment along with working with the sponsorship manager to partner parade entries with sponsors however,we do not solicit or sell sponsorships packages. Samplee • Timeline JUNE Prepare Sponsor Packages Prepare Entry Applications Receive Insurance quotes Submit City event application Mail Entry Invitations JULY Selection of Parade Theme Budget Contact Judging Circuits Send to Calendar of Events AUGUST Parade Theme Announced Contract Insurance Grand Marshal selection SEPTEMBER Obtain quotes for equipment (portable toilets, staging, radios, sound system,etc.) Finalize entry information packages Secure judges Secure parade staging areas Invite dignitaries OCTOBER Pre-Parade meeting with City Departments Contract parade equipment Order parade ribbons and trophies Parade entry deadline Parade entries accepted or denied letters mailed NOVEMBER Parade banners to printers Car signs to printers Final sponsor contracts signed First parade line-up draft Final parade line-up draft Meeting notice for volunteer Secure VIP Guest convertibles Parade entry packages mailed First script complete Volunteer information packages complete Street closure notifications Receive all City costs estimates and sign off on authorization letter Volunteer meeting Sample Estimated Timeline CorporatePARADEI Awards presentation Post review meeting with committee Mail thank you letters Solicitation of PotentialSolicitation of Marketing of Parade *NOTE: Would recommend, for the future,parade planning begin earlier In the year .f 71 __ Methodologyand r Results-driven, a parade incorporates strategic planning and implementation. In meeting with stakeholders, in this case,city representatives we will enable our team to identity goals and objectives from which we can develop a master plan and then specific plans for the parade. The master plan will identify participation opportunities for local business, community and non-profit organizations. Once overall parade budget is established, specific plans can be identified. Speck plans would primarily involve enhancing the parade participation content. Upbeat Parade Productions beliefs in parade organization include: • Being well organized from start of production to parade day execution • Begin planning process early • Encourage entertainment in all participating entries Encourage fun and safety with all participating entries Develop good relationships will all participants • Provide clear, sufficient information for participants • Have open communication with city departments providing services for parade Staffing plans: • Administrative would be handled through our offices in San Jose. Administrative items would include, maintaining parade entry database, parade entry inquires, mailing of parade entry staging packets, distribution of parade invitations and applications via online sources. • The parade staging areas would be managed by Upbeat Parade Productions staff Critical Issues: '" • Safety issues, either through the entries (updating rules and guidelines for the entries),and any national or international ". security issues. Upbeat Parade ' Productions would work closely with city staff on any safety concerns or issues, as is done with other cities we work with. A parade should always be fun and safe for 1 , participants and spectators alike. t-111,. . •, „j E o � 0 3 S. Ray Pulver founded Upbeat Parade Productions in March of 2000. He is an event producer and consultant specializing in parades, with over 35 years of experience. Ray currently works with 18 parades in California and Nevada and has coordinated numerous others on both the east and west coasts. Ray has worked on many types of parades,from small town and ethnic parades, to regionally and nationally televised parades. He has worked with five nationally televised parades,America's Children's Holiday Parade, Oakland, CA, Your Hometown American Parade (41h of July), Pittsfield, MA, San Francisco Chinese New Year Parade, Santa.com Parade, San Francisco and the San Jose Holiday Parade. Ray also worked as an Event Coordinator, permitting special events including festivals, parades and street fairs for the City of San Jose, CA Ray is currently President of the Board of Directors for California/Nevada Festivals and Events Association and is currently on the Board of Directors for the Santa Clara Vanguard Drum & Bugle Corps. He is also a member of the International Festivals and Events Association. He has been a speaker on the topic of parades and related events at California/Nevada Festivals and Events Association(CalFest), International Festivals and Events Association (IFEA), colleges and universities, and other organizations' seminars, conventions and classes throughout the United States. He has also been featured in Wiley Events- Event Entertainment and Production book by Mark Sonder as well as other publications distributed through IFEA and various parade related websites. Ray has had the honor of serving as a parade float judge for parades around the country including the Grand Floral Parade in Portland, Oregon, the Kentucky Derby Festival Parade in Louisville (which he also consulted for in 2014)and Carnaval Parade in San Francisco. Section D BE pARA .D� �y.ri Local Preference limitedUpbeat Parade Productions Is based in San Jose, Callfomia. There are a number of organizers in the country in this specialty business. .. would . . - . ualified, experienced team with .. .Upbeat Parade . .. . in Palm Springs. We would are recruited or assigned to the 9 r T � 4 1 Z ? r t , rst a f:� s • C i,�j' 1. �A��A ��_ (Jj � Original y ,..ti` f t� �l D ° C AI"I[T I O.T PRODUCTION COSTS Updated-July 7,2016 STAFF Producer and office staff $7.500.00 PARADE DAY TEAM MEMBERS LEAD ASSEMBLY TEAM 5 x$400 $2,000.00 ASSEMBLY TEAM 5 X$350 $1,750.00 DISPERSAL TEAM 2 X$350 $700.00 PER DIEMS FOR ALL STAFF 2 DAYS X 12 STAFF-S50 per day $600.00 TRAVEL CAR RENTALS $500.00 STAFF AIRFARES $2,000.00 STAFF HOTEL UP TO 8 ROOM NIGHTS X $125 PER NIGHT $1.000.00 ADMINISTRATIVE PARADE DAY AND OFFICE SUPPLIES $750.00 POSTAGE/SHIPPING $250.00 PHOTOCOPYING $250.00 INSURANCES $700.00 GRAND TOTAL S18,000.00 *� s 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 Rpvped:5/St6 7;i1599A 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 cant' 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. 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 $l 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 13 Revised:5I5M t±nsw.t contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coveraee, 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 tamer 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 VI I, or better, unless otherwise acceptable to the City. 6. Verification of Coveraee. 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. "7he City of Palm Springs, its officials, employees, and agents are named as an additional insured..." ("as respects City of Palm Springs Contract No.—" or 'Jbr any and all workperformed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or selJ- insurance the City may hmme..." ("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 Revleed:6V76 7?6799,1 A. 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 agentlbroker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents,and volunteers; or(2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. I S RevhM:6646 720599.1 CMJFOMU ALL44MPOSE ACKNOWLEOOW®li CPAL CODE i llso A moo public a odrm dbw mgJsin.tb nrr6rma vmabra my da dmaiq ddm adWel Yn aiprd dm dmarmeaaltidrrihesaTrsiaaada-andaadradlrmvmaaaragcmvefda7afnad� 9Mh of Cavamia ) Oaeayd Jnan4+- Claw ) 11 Oa t�--5-4 tataeM. amb p Nre kmml Arm.ead 7Ala of dm arm taeraarmap aavemed�sy W , Lu�yer AlamaGV d 9ipmr(a) who pmvW to nm m on h®d e1- F I avidanoe to W S»pwvcnWwlios imim" Wvw amaabed to Na wilMn irabrurrant mid w*nn adoad to me that h&t" WwnAed to aama it w tMw VtadtiorizWe of whkp¢aM tlmtby�mNair�remdMpwarrfoK - aMs aiGly upar hehelt d vdddr tlrs pram¢)"aoLad.vended Br irudnnrert 1 wily uldm PENALTY OF PEP-WRY aratr tlm bra of the Slab dCsRwri SW ba fampoirp prapaph is tmw and oarec- w DANIEL P. CHAVEZ WnINESS nT twWwW atWram& S NOTARY PUBLIC-CALIFORNIA ® COMMISSION#2070747 • SANTA CLARA COUNTY dA6 Swat— My Comm. Exp.June 7,2016 P(aoe Notay BaatA!o OPYN)NAL 77xxmh(Ms mmedan rap5'arL cmmpbtag tMt edon/mfim®n dabra7ardrrr dGm dooumerd a Aauddadnesmdvrj 3tdatafarmlumvJnYdWdoamlmrt Oaaaripam of Atbdmd Duammlt TNN ar Typ of Ooaanmrt Doourad Gala NtrWw d Papac Banorp)Odw Thor NemW Above: urea)Clabnad by>+Bmnla) Sgmee Nana: ❑OaPade Olhoar-Tdlet* 0 Owparaft Oslm-Tb(a): •Patter- 0LFNbd aGetwul aParhra- 0L8dlad ODenmal Aftmey in Fact O kK*Adud CI AHmney in Fad Tnabe E3Oandmt m Coamvata GTnmbe 0 Guardm a Canaervadw 814rm b Repeawev Sour b Repaeenliep: IiW4lrfimd Nab"A=dd=•wuwNwdiww oIm •14KKk0NVARYp-6DG8760127) pemt= 1¢ Revised=5616 720594.1