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A6884 - ROIC ANALYTICS, LLC
CONSULTING SERVICES AGREEMENT ROIC Analytics, LLC THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on 15 July, 2016, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and ROIC Analytics,LLC , a limited liability corporation , ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the"Parties". RECITALS A. City requires the services of a market feasibility analyst for a study to determine the economic viability of a grocery store at two separate location is Palm Springs , ("Project"). B. Consultant has submitted to City a proposal to provide market feasibility analysis , to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide market feasibility anaylsis services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. n:lcommunity&economic devetopmenlllaun sylaianteconomic development and incentive programslmic consultant services agreement-6-31-16Aoc Revised:515l16 1 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $_8,000.00, including $6 500.00 for services and up to $1,500.00 for reimbursement of travel and expenses. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of ServicesAVork is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. n:Vcommunity&economic developmentUaud aNaianleconomic development and incentive programsVoic consultant services agreement-6-31-16.doc Revised:515116 2 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of_60 days._, commencing on 15 July , 201 6 , and ending on 14 September , 201 6 , unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause,upon thirty(30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Sam Lowder, Vice President of ScorePinion. . It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any n:lcommunity&economic developmentUaud sylaianleconomic development and inmrdive programs\mic consultant services agreement-6-31-16.doc Revised:515116 3 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 Aaainst Subcontracting or Assianment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Sam Lowder Vice President of ScorePinion 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, nacommunity&economic developmenftlaud aylaiaMeconomic development and incentive progremsVoic consultant services agreement-6-31-16.doc Revised:5/5/16 4 or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Desizn Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually"Indemnified Party"; collectively"Indemnified Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively"Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. n:lcommunity&economic developmentlaun aylaianleconomic development and incentive programs\mic consultant services agreement-6-31-16.doc Revised 515116 5 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. n:lcommunity&economic developmenNaun aylaianleconomic development and incentive programsVoic censultam services agreement-6-31-16.doc Revised:5!6l16 6 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Riehts 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 Emolovees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Apainst 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 parry 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, nicommunity&economic developmentVaud aylaiamae nomic development and incentive programsVoic consultant services agreement-6-31-16.doc Revised:5/5116 7 To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Mr. Sam Lowder Vice President of ScorePinion 6154 W Meeker Place, Suite 185 Boise,Idaho 83713 11.2 Inteerated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Parry is bound, for purposes of this Agreement,by the same. 11.8 Authori . 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. nlcommunity&economic developmentVaud aylaiameconomic development and incentive programsVoic consultant services agreement-6-31-16.doc Revised:515116 8 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: O$JpLbi` gy David H. Ready City Manager APPROVED BY CITY MANAGER APPROVED AS TO FORM: ATTEST By: By: Doug as . Holland, ames Thompson, City Attorney City Clerk "CONSULTANT" ROIC Analytics, LLC —� Date: By : ELM pM I 1 0 (name) (president) Date: (name) (secretary) mlcnmmunily&economic developmenNauri aylaianleconomic development and incentive pmgmmskroic consultant services agreement-6-31-16.doc Revised:515116 9 STATE OF IDAHO ) ss. County of Ada ) On this 21" day of July, 2016, before me, the undersigned, a Notary Public in and for said State, personally appeared Danielle Jordan Yanskey, known to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written in this certificate. (SE q,iVF,R.REf . Notary Public for Idaho i i \\\ j �. .•• .♦• / L�L/ •r TAR y�'��,•'Z Commission expires: 1� ♦ Y EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance Ozommunity 8 ecorwmic developmentVaun aylaianleaonomic development and incentive programslroic c Rant services agreement-6-31.16AM Revised:515116 11 VA OM 11A CALIFORNIA Like no place else Statement of Work June 23, 2016 Prepared by ROIC analytics, LLC For City of Palm Springs, CA Statement of Work Grocery Single Site Studies The staff of ROIC analytics have analyzed thousands of grocery sites over the past two decades. We use the same tools, data, and methods the top supermarket chains trust for their site analysis work, to ensure our work is accurate, actionable, and meets industry standards. ROIC analytics uses spatial interaction — or gravity models — to match up supply (grocery stores) with demand (consumers) in the market. Spatial allocation models work on the proven premise that patronage is a function of convenience and attractiveness of offering. The model simulates the movement of dollars from consumer to stores using rules that define consumer behavior as distance to stores increase and the perceived attractiveness of one store versus another. The gravity model used in this study was, built exclusively for grocery store sales forecasting and is the same tool used by successful supermarket chains for more than a decade. The first step of sales forecasting is to define the trade area. Trade areas are geographic representations of the area surrounding stores where the core customer base and competitive influences are found. The extent of a trade area is determined using a number of methods, including understanding distance decay for a given population density and reviewing the peaks and valleys of traffic counts. Next it is necessary to determine the pool of grocery dollars available in the trade area, at a neighborhood level (demand). Current and future population estimates are obtained from reliable sources and compared with local sources. Population is multiplied by a neighborhood per capita weekly spending estimate to arrive at the unit's dollar potential. Once demand is determined, it is necessary to understand supply. Each store in the market is assigned a strength or —imagell relative to the competition. Image is determined by estimating a store's performance—dollars per square foot—today and in the future,and applying brand acceptance criteria such as a chain's market share and position, and any known store characteristics such as store condition, access,visibility, etc. Lastly,the supply and demand information for the market is built into the model along with rules about consumer behavior—how stores pull over distance, how far individuals will drive based on opportunities available to them, etc.The result is a dynamic model that can be used for many different types of scenarios including new openings, relocations, remodels, closures, and acquisitions. ©2016 ROTC analytics. LLC 2 Scope of Services Models &Analytics, ROIC analytics, LLC The following sets forth the Service(s)to be provided upon your signed acceptance, together with Cost for each Service. Services Cost Timing'' Grocery Single Site Study. Analyze 2-sites located at(1) Palm $6,500 Completed 30 Canyon & Racquet Club and (2) Palm Canyon &Tahquitz Canyon days after in Palm Springs, CA,to determine viability for a grocery store. This signed project includes a report that discusses the analysis and potential proposal. grocery prospects. Once the grocery prospects are determined, Chain specific chain specific reports will be provided at$500 per report. reports will be delivered 7 See page 2 of this proposal for more detail on the process. days afterrequested Travel Expenses will be billed separately and will not exceed$1,500. TOTAL $6,500 C 2016 ROTC analytics. LLC 3 Scope of Services and Signatures Page The total cost for the scheduled Services is due as follows. 50% of the project cost will be N ed and is due at signing. The remaining balance will be due at draft delivery. This Scope of Se ices supersedes all previous contracts except where indicated on the previous pages. Any a itional Services will be quoted and/or agreed to and billed separately. The Services herein are governed by the terms of the Professional Services Mast Agreement (PSMA) on file. If no PSMA is on file, City of Palm Springs, CA will be required agree to the terms of service in writing before any work will begin. Timing is an estimate o project duration only, and the project officially starts after all City of Palm Springs, CA c tractual and data obligations are met. If this statement of work includes licensing of pro cts or services not provided directly by ROIC analytics, including software or data, City of P m Springs, CA will be required to agree to the provider's terms of service. This proposal is for the City of Palm Springs, CA only and shoul not be shared without the express written consent of ROIC analytics, LLC. This propo ires 60 days from the date on page one if not signed. Agreed and Accepted: l� City of Palm Springs, CA J By: .� Name: 0 Title: Date: ROIC ANALYTICS, LLC By: Name: Title: Date: Pie a return signed agreement to ROTC analytics via e-mail to info o(�.roicanalv[ics.com. or by fax to(888) 604-252i v 2016 ROTC analyfics. LLC 4 Appendix A: About ROIC analytics ROIC analytics, LLC provides analytic services and partner solutions to help corporate-owned and franchised chain businesses of all sizes expand confidently, grow sales, and compete more effectively.We empower decision-makers with real-time customer and competitive intelligence, predictive models for accurate site selection and sales forecasting, and powerful and easy to use tools that fit one's needs and budget. ROIC analytics offers our clients: • Experience. Your project team members are all seasoned professionals with proven experience delivering results. We understand the"science"of retail analytics and continually develop the 'art" necessary to make it effective in the real world. All of our professional services staff members honed their craft as senior-level analysts and management at major retailers before joining our team as consultants. Since then we have worked with Fortune 100 corporations and the smallest startups across all classes of retail and service. When we aren't helping our clients expand their business, we are found walking the aisles of our clients' stores and competition in markets across the country. We live retail analytics. • Partnership. We understand the risks involved in trusting an outside company to assist with important strategic and tactical decisions. We take your need for confidentiality seriously and work closely with you throughout our relationship to ensure that you are in control and your executive team is empowered to make better decisions. • Proven Solutions. Analytics is all we do. We leverage the best tools available for retail research as well as build our own software and models from the ground up to ensure that your results are accurate as possible and flexible to your unique requirements. We partner with software companies that share our values. • Trusted Data. Our data sources are the same ones trusted by the nation's top retailers. When needed, we supplement this data with intelligence gathered in the field to ensure our research is based on accurate and up-to-date facts. • Commitment. Most of our business comes from word of mouth and recommendations from our existing clients. Many of our clients have been with us for years and look to us first when a new challenge comes their way. We appreciate this loyalty and try to never take it for granted. We believe in continuously earning your business. For further information about ROIC analytics, please visit http://www.roicanalytics.com/ 2016 ROTC analytics. LLC 5 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) n:tcommunity&econwic developmentVaud aylsianleomomic development and incentive programsVoic consultant services agreement-631-16.doc Revised:515/16 12 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the 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 Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required XX is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and n:lcommunity&economic developmenNaud aylaianleconomic development and Incentive programsVoic consultant services agreement-631-16.doc Revised:5/5/16 13 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either(1)to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Raring of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract Na" 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. n:lcommunity&economic developmentVaud aylaian\ownomic development and incentive programskoic consultant services agreement-6-3146.doc Revised:5W16 14 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 Consultant's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. S. 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. n:community&ecorw is developmwAlaud aylaienleconomic development and incentive programslroic consultant services agreement-631-16.doc Revised:6/5116 15 A CERTIFICATE OF LIABILITY INSURANCE nAT 07/27,E(MWDD,2016 Y' 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 he endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsament. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). c T PROWLER NAME;_ -- - M.Jay Reinke(753333H) PHONE 208-898-8833 - _ jac EXU. Nsl -208-898-8855 E NVS...IL —. 3737 N Locus[Grove Rd Ste 100 ADDRDDR,E53 )teJn�eRy,armDf$ageDLC4rli ---- - INSURFRISIAFFORDINGLOVERAGE .._� NNCY Meridian ID 83646,6448 _ IN BIER A Truck Insurance Exchange INSURED NSURERBi Farmers Insurance Exchange _ 21652 ROIC ANALYTICS LLC INSURERC. Mid Century Inswrance.Company _. __, 21687_. 6154IN MEEKER PL INSURER D: .... ...- --_._ ....__------ _ I SUITE 185 _INSURER E: __. ...-._-. BOISE ID 83713 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_ X COMMERCIAL GE ERFA�`LN(ABILITY ApDL SUBR - - POLICY EFF POLICY EXP LIMBS INSR POLICY NUMBER MMIDD MM/DDIYY LTR GENERAL LABILITY I EACH OCCURRENCE E 2500000 1 6A7AAGE�6RENTE� ' PREMISES[Ea_yG,SV? ]_ E JDO,OOD_ CAIMS-MACE X OCCUR I MED EXP(Ai ane Pq!WP) S 5,000 g Y N 604677195 09(OS/2015 1 OW0512016,PERSONAL aADV INJURY s 2 0OO 000. GENERAL AGGREGATE ,S 4,000,000 2000000 P GENE AGGREGATE LIMIT APPLIES PER. RODUCTS-COMPIOP AGG FE , X,coucY I PRo- �'OE _ E GOM INED SINGLE LIMIT 2,000,000 AUTOMOeRELIABILITY I BODILY INJURY(Per Pei 1 S ANY AUTO • / 604677195 09OSl2015 09(052016 BODILY INJURY(Per aalCerri) . r A B AUTO OSS (AA SCHEDULED UTOS ;PROPERTY DAMAGE NON-OWNED 4jP,,xxdOt, X HIRED AUTOS _ E ,X�AUTOS S i UMBRELLALIAS OCCUR + EACH OCCURRENCE -S _...... EXCESS LIAB CLAIMS-MADE AGGREGATE E DED ! RETENTIONS E WORKERS COMPENSATION QB STATIT OTM- ANDEMPLOYEN5UABILTTY t EACH .IM(TS, FR YIN i E L EACH ACCIDENT S _ ANY PROPRIETORPARTNERffXELUTIVE NIA fr OFFRIERWEMBER EXCWDEDi EL DISEASE-EA EMPLOYEE($ _ _(Mamlato,In NMI 'DESCRIPTION OFOrPERA'IONS OeIPw ELDISEASE-POUCYLIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Amth ACORD 101,Mifilarwl IMMri ScNeAUN,R moo apace ie reRWn:C1 6154 W MEEKER PL,BOISE,10 83713 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF PALM SPRINGS THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E TAHOUITZ CANYON WAY AVTHOPUEDAEPRESENTA E PALM SPRINGS CA 92262 � ACORD 25(2010105) ©198 - 10 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks o ACORD THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREEUltY. E4277 Polio•Number: 60467-71.95 Ist Edition POLICY CHANGES Effective Date of Change: 07/27/16 Expiration Date: 09/05/16 Change Endorsement No.: 002 Agent: 75-33-3311 Named Insured: ROIL ANAL.YTICS LL,C 6154 W,ME.EKER PL. SATE 185 BOISE ID 83713-5459 The following iteni(s): Insured's Namc Insured's Viading Address Policy Number Comp:uty l4fcctive/Expiration Date Insured's Legal Status 1 Business of Insured Payment Plan Premium Dcterminauon X Additional Interested Parties Coverage Forms and Endorsements Lirnits/Expourrs Dechtctibles Covered Property/ Location Description Classification/Class Codes I ates Underlying Insurance is(are)changed to read(See Additional Page(s)): The above amendments result in a change in the premium as follows: tAddiX No Change To Be Adjusted At Audit tional Premium Return Premium $ 5 Authorized Representative Signature. A h FARMERS IKVINSURANCE 9142271STRAFON 7P7 WJrs tap WW7m.id In,im,Senim Ol6n,ins,rah h gimm, F42,71P7 PAGE 1 OF E42774DI Policy Changes Endorsement Description ADD ADDITIONAL TA'TERESE ADDTI TONAL INSURED-M04480197 DESIGNATED PERSON OR ORGANIZATION CITY OP.PALM SPRINGS 3200 E TAHQUITZ CANYON WAY PALM SPRINGS,CA 92262 LOCATION:6154 W MEEKER PL BOISE,ID 83713 LOCATION: 1501 N I ITH S'I' BOISE,ID 83702 Removal It Covered Property is removed to a new location that is desaibed on this Policy Change, Permit you may =end this insurance to include that Covered Property at each location during the rc'rnoval. Coverage at each location will apply in the,proportion that the valve at each location bears to the value of all Covered Property being removed. This permit applies up to 10 clays after the effective date of this Policy Change. after that, this insurancx does not apply at the previous location. 9IA777 IA WON M2 I.&d,s G"iahhd Maiaid,I.,"Serzu,s 014 hat.,aih a,P-Ii o- E4771102 PEE 2 OF 1 RUUDa POLICY NUMBER: 60467-71-95 SUSINESSOWNERS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY SCHEDULE' Name Of Person Or Organization: CITY OF PALM SPRINGS " Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in the Businessowners Liability Coverage Form: 4. Any person or organization shown in the Sched- ule is also an insured.. but only with respect to liability arising out of your ongoing operations or premises owned by or rented to you. BP 04 48 01 97 Copyright, Insurance Services Office, Inc., 1997 Page 1 of 1 ExemptionCertificate of . Workers' Compensation Insurance --- TO: City of Palm Springs ATTN. City Clerk and Risk Manager SUBJECT. Sole Proprietor/Partnership/Closely Held Corporation with No Employees Please let this memorandum notify the City of Palm Springs that I am a 0 sole proprietor LIF,partnership ❑ closely held corporation and do not have any employees whose employment requires me to carry workers' compensation insurance. Therefore, I do not carry workers' compensation insurance coverage. I further warrant that I understand the requirements of Section 3700, at seq., of the California Labor Code with respect to providing Workers' Compensation coverage for any employees. I agree to comply with the code requirements and all other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA and tax withholding and similar employment issues. I further agree to hold the City of Palm Springs harmless from loss or liability which may arise from the failure to comply with any such laws or regulations. Risk Management A ontractor Signatures g Approval: Printed Name of Contractor Date Date