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HomeMy WebLinkAbout6/24/2009 - AGREEMENTS AMENDMENT NO. 9 TO CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan & Associates (Agreement No. 5862) THIS NINTH AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the 1" day of July 2018 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City) and Keenan & Associates, a California corporation (hereinafter referred to as Consultant) collectively, the "Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the "Agreement'). The Agreement was continued thru June 30, 2018. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to continue to perform on- site Loss Control services in amount not-to-exceed 169,888 for the period July 1, 2018 thm June 30, 2019. AGREEMENT 1. Amendment to Section 31 Exhibit "A" of the taeement entitled "Compensation of Consultant Exhibit"A" of the Agreement concerning,total compensation, is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement under Amendment No. 9, Consultant shall be compensated and reimbursed $69,888 for on-site Loss Control services for the period of]uly 1,2018 thru]une 30, 2019. 2. Amendment to Section 4 2 Exhibit"A" of the Agreement entitled"Schedule of Performance": Exhibit "A"of the Agreement is hereby amended to include the following additional provisions: Effective July 1, 2018 through June 30, 2019, Keenan & Associates shall provide on-site Loss Control services of up to 63 days of full day on site visits and supplemental offsite consultations, and in addition provide a Hazard Material Compliance Inventory Review Audit. The specialized safety control services will include, but is not limited to: live compliance trainings, maintenance, update and access to safety training programs, technical oversight assistance, on-site inspections and hazard analysis, and review and update of safety compliance programs. In addition, Keenan& Associates shall provide a review of the Hazard Compliance Program; provide an overview and audit of all compliance plans; update training records and reports in compliance with the Injury and Illness Prevention Programs (IIPP); and develop and implementation of monthly training materials for tailgates and related IIPP requirements. Keenan & Associates will provide the City with regular monthly service reports to document both the services and time provided under the Agreement. 3. Amendment to Section 10.2. Exhibit "A" of the Agreement entitled "Covenant Against Discrimination": Exhibit"A"of the Agreement is hereby amended to read as follows: ORIGINAL BID AND/OR AGREEMENT In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis'. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further,that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09,040, including without limitation the provision of benefits relating to non-discrimination in ci •contracting. p g city g 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (in) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. IN WITNESS WEHREOF,the parties have executed this Amendment as of the dates stated below. ATTEST: "CITY" CITY OF PALM SPRINGS,CA. B %% Etktk 1N• IWwnt By (J✓Antl oc y Meejia,City Clerk lavid H. Ready,!City anager a, Date: I�1�L/�0 Date: I�I)a�js APPROVED AS TO FORM: APPROVED BY 1CITY COUNCIL _ , i ��fdNi�4 1S 1 sb By.'J Edward Kottkiin, ity A torney Date: I Z 116- 19 "CONSULTANT" Keenan so ' tes Date: ` By n tee. e , ice President �1 ® CERTIFICATE OF LIABILITY INSURANCE D EIMMDDYYYY, ACORO o9/27=18 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER IMPORTANT. N the certificate holder Is an ADDITIONAL INSURED,the pollcy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER CONTACT Jeanne Vezina NAME: AssuredPartners Northeast,LLC. PZ2NN Eat: (914)761-9000 FAUC,X Na: (914)761-3749 123 Main Street E-MAIL eanne.vezina assured artners.com ADDRESS: p 14th Floor INSURERIS)AFFORDING COVERAGE NAICN White Plains NY 10601 INSURERA: Charter Oak Fire Insurance Co 25615 INSURED INSURER B, The Travelers Indemnity Co. 25658 Keenan&Associates INSURER C: Travelers Property Casualty Company of America 25674 C/O AssuredPartners,Inc. mSURERo: Federal Insurance Co. 20281 200 Colonial Center Parkway INSURER E: Lake Mary FL 32746 INSURER F: COVERAGES CERTIFICATE NUMBER: CLIB92716831 REVISION NUMBER: THIS IS TO CERTIFY THATTHE 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. VEXP LTR TYPE OF INSURANCE IN D WVD PODCV NUMBER ra OUC YIEFF IYYYY NM LIMITS X COMMERCIALGENERALUABIUTY EACH OCCURRENCE $ 1,000,000 CIIMS-MADE ®OCCUR PREMISES Ea n., $ 1,000.000 MED EAR(Any one emon) $ 10.000 A Y 6301C226998 10/01/2018 10/01/2019 PERSONAL&ADV INJURY $ 1,000.000 GEN•LAGGREGATE LIMITAPPLIES PER. / GENERALAGGREGATE $ 2,000.000 X PRO- ❑LOC ✓ PRODUCTS-COMPIOP AGG $ 2,000,000 POLICY ElJECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Es acddent X ANVAUTO BODILY INJURY(Per person) $ g OWNED SCHEDULED Y BA330D8750 10101/2018 10/01/2019 BODILY INJURY(Peraodden9 $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOSONLV Per acudeM E x UMBREU-,%UAB OCCUR EACH OCCURRENCE $ 25,000,000 C EXCESS LIAR CLAIMS-MADE CUP9J434350 10101=18 10/0112019 AGGREGATE $ 26,000,000 DED I I RETENTION $ $ WORKERSCOMPENSATION AND EMPLOYERS'LIABILITY YIN x STATUTE ER 1,000.000 ANVPROPRIETOREXCLUDED? CUTIVE E.L.EACH ACCIDENT $ C OFFICERRAEMBH) EXCLUDED? ❑ NIA Y UB6J944910 10101/201$ 10/01I20y9 (Mandamryln NH) m// EL.DISEASE-EA EMPLOYEE $ 1.000,000 If yes,doscdoe under 1,000.000 DESCRIPTION OF OPERATIONS Oslo. E.L.DISEASE-POLICY LIMIT $ EMPLOYEE THEFT D 8225-9951 10/131/2018 10/01/2019 $10,000,000 LIMIT $100,000 DED. DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Addkional Remarks Schedule,may W allached if more space is required) The City of Palm Springs,its officials,employees and agents are included as 6ddWQQAUV,1WLgd to the policy and °Li i� referenced above with respect to the operations of the Named Insured per endorsements#CG D4 11 04 08,#CAT3530215(Copies Attached). Iabl ity coverage is "RmarY and no contrihutow per endorsement#CG DO 37 04 05(Copy Attached)A Miver° rogation applies with respects to yYorkers Compensation per en�ement#WC990375(A)-001 (Copy Attached).30 Day Notice of Cancellation Applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 32DO E.Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs CA 92262 I cols 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 6301C226998 ISSUE DATE: 10/01/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the Wowing: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s)or Organizatlon(s): ANY PERSON OR ORGANIZATION NITS WHOM YOU SAVE MISSED BY A WRITTEN CONTRACT. Section II—Who Is An Insured is amended to include as an additional Insured the person(s)or organization(s) shown in the Schedule,but only with respect to liability for"bodily injury","property damage","personal injury"or 'advertising injury"caused,in whole or in part, by your acts or omissions or the ads or omissions of those acting an your behalf. A. In the performance of your ongoing operations;or B. In connection with your premises owned by or rented to you. i CG D4 1104 08 0 zoos The Travelers Companles,Inc. Page 1 of 1 Includes the copyrighted material of Insurance Sakes Off1m,Inc with Its pernlsslon. i I COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modes insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS b. The"personal injury"or"advertising injury"for COMMERCIAL GENERAL LIABILITY CONDITIONS which coverage is sought arises out of an of- (Section IV). Paragraph 4. (Other Insurance), is fense committed amended as follows: subsequent to the signing and execution of that 1. The following is added to Paragraph a. Primary contract or agreement by you. Insurance: 2. The first Subparagraph (2) of Paragraph b. Ex- However,if you specifically agree in a written con- cess Insurance regarding any other primary in- tract or written agreement that the insurance pro- surance available to you is deleted. vided to an additional insured under this 3. The following is added to Paragraph b. Excess Coverage Part must apply on a primary basis, or Insurance, as an additional subparagraph under a primary and non-contributory basis, this insur- Subparagraph(1): ance is primary to other Insurance that is avail- That is available to the insured when the insured able to such additional insured which covers such is added as an additional insured under any other additional insured as a named insured, and we policy,including any umbrella or excess policy. will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs;and i i CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc.All rights reserved. Page 1 of 1 i THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT- NEW YORK- ASSURED PARTNERS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part,and these coverage broadening provisions do not apply ' to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights,duties,and what is and is not covered. A. Broadened Named Insured I. Injury to Co-Employees and Co-Volunteer Workers B. Damage To Premises Rented To You Extension J. Aircraft Chartered with Crew • Perils of fire,explosion,lightning,smoke,water K. Non-Owned Watercraft—Increased • Limit increased to$300.000 from 25 feet to 50 feet C. Blanket Waiver of Subrogation L Increased Supplementary Payments D. Blanket Additional Insured-Managers or •Cost for bail bonds increased to$2,500 Lessors of Premises •Loss of eaminos increased to$500 per day E. Blanket Additional Insured-Lessor of M. Knowledge and Notice of Occurrence Leased Equipment or Offense F. Incidental Medical Malpractice N. Unintentional Omission G. Personal Injury-Assumed by Contract O. Reasonable Force—Bodily Injury or H. Extension of Coverage—Bodily Injury Property Damage PROVISIONS - - A. BROADENED NAMED INSURED 1. The following is added to SECTION 11—WHO IS AN INSURED: Any"organization" over which you maintain ownership interest or"management control" on the effective date of the policy qualifies as a Named Insured if there is no other insurance which provides similar cov- erage to that"organization". a. Coverage afforded under this provision only applies to the operations of such"organization". b. Coverage A does not apply to"bodily injury"or"property damage" that occurred before you acquired or formed the'organization". c. Coverage B does not apply to"personal injury"or"advertising injury" arising out of an offense com- mitted before you acquired or formed the"organization". d. Coverage for any such 'organization" will cease as of line date during the policy period that you no longer maintain ownership or majority interest or"management control"in such organization. 2. The following replaces Paragraph 4.of SECTION II—WHO IS AN INSURED: 4. Any"organization"you newly acquire and over which you maintain ownership interest or'manage- ment control"will qualify as a Named Insured if there is no other insurance which provides similar coverage to that"organization'. However. a. Coverage afforded under this provision only applies to the operations of such"organization"; b. Coverage A does not apply to"bodily injury"or"property damage"that occurred before you ac- quired or formed the"organization";and ,cc 78 00 Copyright 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 COMMERCIAL GENERAL LIABILITY I a. $300,000;or I b. The amount shown on the Declarations for Damage To Premises Rented To You Limit. 4. Under DEFINITIONS(Section V), Paragraph a,of the definition of"Insured contract"is amended so that it does not include that portion of the contract for a lease of premises that indemnifies any person or or- ganization for damage to premises while rented to you,or temporarily occupied by you with permission of the owner,caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire,explosion,or lightning;or e. Water. C. BLANKET WAIVER OF SUBROGATION We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied by or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contract with that person or organization;"your work"; or"your products". We waive this right where you have agreed to do so as part of a written contract, executed by you prior to loss. D. BLANKET ADDITIONAL INSURED—MANAGERS OR LESSORS OF PREMISES - WHO IS AN INSURED(Section[I) is amended to include as an insured any person or organization(referred to below as"additional insured')with whom you have agreed in a written contract, executed prior to loss, to name as an additional insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you,subject to the following provisions: 1. Limits of Insurance. The limits of insurance afforded to the additional insured shall be the limits which you agreed to provide,or the limits shown on the Declarations,whichever is less. 2. The insurance afforded to the additional insured does not apply to: a. Any"occurrence"that takes place after you cease to be a tenant in that premises; b. Any premises for which coverage is excluded by endorsement;or c. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. 3. The insurance afforded to the additional insured is excess over any valid and collectible insurance avail- able to such additional insured,unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. E. BLANKET ADDITIONAL INSURED—LESSOR OF LEASED EQUIPMENT WHO IS AN INSURED (Section 11)is amended to include as an insured any person or organization (referred to below as"additional insured")with whom you have agreed in a written contract, executed prior to loss, to name as an additional insured,but only with respect to their liability arising out of the maintenance,operation of use by you of equipment leased to you by such additional insured, subject to the following provisions: 1. Limits of Insurance.The limits of insurance afforded to the additional insured shall be the limits which you agreed to provide,or the limits shown on the Declarations,whichever is less. 2. The insurance afforded to the additional insured does not apply to: a. Any"occurrence"that takes place after the equipment lease expires;or b. "Bodily injury"or"property damage"arising out of the sole negligence of such additional insured. 3. The insurance afforded to the additional insured is excess over any valid and collectible insurance avail- able to such additional insured,unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. CG TS 00 Copyright 2012 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 COMMERCIAL GENERAL LIABILITY i The definition of"bodily injury"(DEFINITIONS-Section V)is deleted and replaced by the following: "Bodily injury" means bodily injury, mental anguish, mental injury, shock, fright, disability, humiliation, sick- ness or disease sustained by a person, including death resulting from any of these at any time. I. INJURY TO CO-EMPLOYEES AND CO-VOLUNTEER WORKERS 1. Your"employees"are insureds with respect to"bodily injury"to a co"employee"in the course of the co- "employee's" employment by you, or to your"volunteer workers" while performing duties related to the conduct of your business,provided that this coverage for your"employees'does not apply to acts outside the scope of their employment by you or while performing duties unrelated to the conduct of your busi- ness. 2. Your"volunteer workers"are insureds with respect to"bodily injury"to a cc-"volunteer worker"while per- forming duties related to the conduct of your business, or to your"employees"in the course of the"em- ployees" employment by you, provided that this coverage for your'Yolunteer workers" does not apply while performing duties unrelated to the conduct of your business. 3. Subparagraphs 2.a.(f)(a),(b) and(c)and 3.a.of WHO IS AN INSURED(Section II)do not apply to"bod- ily injury"for which insurance is provided by paragraph 1.or 2.above. J. AIRCRAFT CHARTERED WITH CREW 1. The following is added to the exceptions contained in the Aircraft,Auto Or Watercraft Exclusion in Part 2., Exclusions of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY(Section 1— Coverages): (This exclusion does not apply to:)Aircraft chartered with crew to any insured. 2. This Provision J.does not apply if the chartered aircraft is owned by any insured. 3. The insurance provided by this Provision J.shall be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. - K. NON-OWNED WATERCRAFT 1. The exception contained in Subparagraph (2) of the Aircraft, Auto Or Watercraft Exclusion in Part 2., Exclusions of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY(Section I-Cov- erages)is deleted and replaced by the following: (2) A watercraft you do not own that is: (a) Fifty feet long or less;and (b) Not being used to carry persons or property for a charge; 2. This Provision K. applies to any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. 3. The insurance provided by this Provision K.shall be excess over any other valid and collectible insurance available to the insured,whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. L. INCREASED SUPPLEMENTARY PAYMENTS Parts b. and d. of SUPPLEMENTARY PAYMENTS — COVERAGES A AND B (Section I —Coverages) are amended as follows: 1. In Part b.the amount we will pay for the cost of bail bonds is increased to$2500. 2. In Part d.the amount we will pay for loss of earnings is increased to$500 a day. M. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE 1. The following is added to COMMERCIAL GENERAL LIABILITY CONDITIONS(Section IV), paragraph 2. (Duties In The Event of Occurrence, Offense, Claim or Suit): CG Te 00 Copyright 2012 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 ACO® CERTIFICATE OF LIABILITY INSURANCE GATE IMM DDA YY 0911712018 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: N the certificate holder is an ADDITIONAL INSURED,the pollcy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsemenHs). PRODUCER CONTACT Heather Verdui NAME: Mike Smith,New Jersey Lic.P&C/Surplus#9940165 PHONE Ear. (201)847-9175 Na (201)847-9174 Axis Insurance Services,LLC E-MAIL hverdui(Qaxisins.mm ADDRESS: 795 Franklin Avenue,Suite 210 INSURERIS)AFFORDING COVERAGE NAIC N Franklin Lakes NJ 07417 INSURERA: Allied World Insurance Company 22730 INSURED INSURER 8: INSUNER C: Keenan&Associates INSURER D: 2355 Crenshaw Blvd,Suite 200 INSURER E: Torrance CA 90501 1 INSURER F: COVERAGES CERTIFICATE NUMBER: #0760 E018/19 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. LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IN MAri1/YYYY MMM LIMITS COMMERCIALGENIERALLIABILITY EACH OCCURRENCE $ 15.000,000 -17MAGE IV HEM. DIAIMS-MADE 1:1OCCUR PREMISES Eao ffenea $ Limits are Per Claim MED EXP(Any om person) $ A X Errors&Omissions 0307-7977 10/01/2018 10/01/2019 PERSONAL&ADV INJURY $ GEN'LAGGREGATE LIMITAPPUES PER. -// GENERALAGGREGATE $ 15,000,000 RO- X POUCY ❑JECT LCC V PRODUCTS-COMPIOPAGG $ X OTHER. Retrot 3/31/2017 Retention Per Claim $ 250,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea..mmt ANYAUTO BODILY INJURY(Per persm) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NONAWNEO PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident 3 UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LVB CI-AIMS-MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LWBILITY YIN STATUTE ER ANY PROPRIETORMARTNEWERECUTIVE ❑ NIA E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ U yes,describe under DESCRIPTION OF OPERATIONS b I. EL.DISEASE-POLICY LIMIT 1$ I r - L DESCRIPTIONOFOPERATIONSILOCAMONSIVEHICLES(ACORD 101,AWilonal RemaHa Schedule,may bei attached H mareapate is required) cs Professional Services:Insurance AgentlBroker for others. n b T1, CERTIFICATE HOLDER CANCELLATION �"1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E Tahquitz Canyon Way AUTHORED REPRESENTATIVE Palm Springs CA 92262 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 26(2016103) The ACORD name and logo are registered marks of ACORD Additional Named Insureds Other Named Insureds AssuredPar[ners, Inc. Keenan 6 Associates OFAPPINF(02/2007) COPYRIGHT 2007,AMS SERVICES INC AMENDMENT NO. 7 TO CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan &Associates (Agreement No. 5862) THIS SEVENTII AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the 151 day of July 2017 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City) and Keenan & Associates, a California corporation (hereinafter referred to as Consultant) collectively, the "Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the "Agreement'. The Agreement was continued thru June 30,2017. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to continue to perform on-site Loss Control services in amount not-to-exceed $65,000 for the period July 1, 2017 thru June 30, 2018. AGREEMENT 1. Amendment to Section 3.1, Exhibit "A" of the Agreement entitled "Compensation of Consultant": Exhibit"A"of the Agreement concerning,total compensation,is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement under Amendment No. 7, Consultant shall be compensated and rcimbursed $65,000 for on-site Loss Control services for the period of July 1, 2017 thru June 30,2018. 2. Amendment to Section 10, Exhibit "A" of the Agreement, entitled "Schedule of Performance": Exhibit"A" of the Agreement is hereby amended to include the following additional provisions: Effective July 1, 2017 through June 30, 2018, Keenan & Associates shall provide on-site Loss Control services of 32 hours per month of specialized loss control services which will include, but is not limited to: live compliance trainings, maintenance, update and access to Keenan SafePersonnel training program, technical oversight assistance, on-site inspections and hazard analysis, and further compliance program evaluation. In addition, Keenan & Associates shall provide continued Hazard Compliance Program oversight; updated and overview of all compliance plans;update training records and reports in compliance with the Injury and Illness Prevention Programs (IIPP) through SafePersonnel; develop and implementation of monthly training materials for tailgates and related IIPP requirements. Keenan&Associates will provide the City with regular monthly service reports to document both the services and time provided under the Agreement. �..✓6 t�'Olti� 'ud t ..+'d C._ AND/OR AGREElItrE 3. Amendment to Section 10.2. Exhibit "A" of the Agreement entitled "Covenant Against Discrimination": Exhibit"A"of the Agreement is hereby amended to read as follows: Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of Persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, gender expression, national origin, physical or mental disability, medical condition, or ancestry. Consultant shall otherwise fully comply with the provisions of Palm Springs Municipal Code Section 7.09.040 relating to non-discrimination in city contracting 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. 3. Amendment to Section 10.2 Exhibit "A" of the Agreement entitled "Covenant Against Discrimination": Exhibit"A" of the Agreement is hereby amended to include the following additional provisions: Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, gender expression, national origin, physical or mental disability, medical condition, or ancestry. Consultant shall otherwise fully comply with the provisions of Palm Springs Municipal Code Section 7.09.040 relating to non-discrimination in city contracting IN WITNESS WEHREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: °'CITY" CITY OF PALM SPRINGS,CA. By 14nl�10 �.. City Clerk David H.Ready, City Man r Date: S 4 Date: APPROVED AS TO FORM: �" APPROVED BY CITY COUNCIL By `�— - T,krv, 1.p. ������ Aqaba Edward Kottkin,Cio Atto ey Date: "CONSULTANT" Keenan& ociates Date: �Z/�/�7 By ohn ens,Sr. Vice President 9i Exhibit "A" f � 6 6 r p Consulting Services Agreement; Loss Control and Regulatory Compliance Services, Keenan & Associates i 1 8 i k 0 a - .CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services,Keenan&Associates THIS AGREEMENT.PO ONSULTING SERVICES (the "Agreement') is made and entered i°to this/day of ✓L 2009, by and between the City of Palm Springs, a 'Califomia charter city and rn corporatioa ("City"), and Keenan & Associates, a California corporation,("Consultant"). 4 -----_._._---•--- A. City requires the services of a professional consultant to provide Loss Control and Regulatory Compliance Services, ("Project"). ]3_ Consultant has submitted to City a proposal to provide Loss Control •and � Regulatory Compliance Services,to'City pursuant to the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified to provide the necessary'services to City for the'Project and desires to provide such services. D. City desires to retain the services of Consultant for the Project. NOW,"THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to retain and does hereby retain Consultant and Consultant agrees to provide services to the City as follows: AGREEMENT 1. CQNSULTANT SERVICES I.I Scope of Services. In eorapliance with alI terns and conditions of this Agreement, Consultant shall provide Loss Control and Regulatory Compliance services to City as described in the Scope of ServiceslWork attached to this Agreement as Exhibit "A" and incorporated herein by reference (the "services" or "work"), which includes the agreed upon schedule ofperfornrance and the schedule of fees. Consultant wartunts that all services and:work shall be performed in a competent, professional, and satisfactory manner in accordance with.all standards prevalent .in the industry. In the event of any inconsistency between the terms contained in the. Scope of Services/Work and the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern. 1.2 COmnliance with Law. 'All services rendered under this Agreement shall be provided by Consultant in accordance with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders,rules, and regulations promulgated thereunder.. 1.3 Licenses and Permits, Consultant shall obtain at its sole cost and expense such = licenses,pernits,.and approvals as maybe required by law for the performance of the services required by this Agreement. 5076391 t - Revised:3/2N07 r 1.4 familiarity with WorlL 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 I condition of this Agreement. Consultant shall prosecute re ! Agreement according-to the agreed upon schedule of perrffb=anee diligently forth in Exhibit f Ate.s 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 OFCONSY7LT.ANT 3.1 Comuensation of Consultant. For the services rendered pursuant to this Agreetent; Consultant shall be compensated and reimbursed,in accordance with the schedule of fees set forth in Exhibit"A,"which total amount shall not exceed$74,050, 3.2 Method of Payment In any month in which Consultant wishes to receive Payment,Consultant shall no later than the first working day of such month,submit to City in the form approved by City's finance director, an invoice for services rendered prior to the date of the invoice. Payments shall be based on the hourly rates as set forth in Exhibit 'A" for authorized services performed. City shall pay Consultant for all expenses stated thereon, which are approved by City consistent with this Agreement, within thirty •(30) days of rereipt .of Consultant's invoice. 3.3 Chances. In the event any change or changes in the Scope of Services/Work is requested by City, the parties hereto shall execute a written amendment to this Agreement, t setting forth with particularity all teams of such amendment, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for-revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents,other work product,or work; 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 AnuronxJadons. This Agreement is subject to and contingent upon funds being appropriated therefore by the City Council 'of City for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shalt 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. __ 50709.2 2 Revsed:W3*7 4.2 Schedule of Perfortnauce. All services rendered pursuant to this Agreement shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit"A." The extension ofany time period must be-approved in writing by the Contract Officer. 4.3 Force Maieure. The time forperformance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the Control and without the fault or negligence of Consultant, including, but not limited to, acts of God or of a public enemy, acts of the.government, fires, earthquakes, floods, epidemic, quarantine restricfiaons, riots, strikes, freight embargoes, and unusually severe weather if s Consultant shall within ten(10)days of the commencement of such condition notify the Contract Officer who shalt thereupon ascertain 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, and 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 9.5 of this Agreement; this Agreement shalt continue in full force and effect for a period of three years(FY 09-10,FY I0-11, FY 11-12), commencing on July 1, 2009, and ending on June 30,2012,unless extended by mutual written agreement of the parties. 5. COORllINATION t7F'GVOII_�. 5.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principat and representative of Consultant authorized to act in its behalf with respect to the services and work specified herein and make all decisions in connection. therewith: John Stephens, Senior Vice President. It is expressly understood that the experience,' xperience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to eater 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 hereunder. 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. It shall be the Consultant's responsibility to keep the Contract Officer, or his/her designee,fully informed of the progress of the performance of the services and Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 5.3 Prohibition A inst Subeontractin or Assi ent. The experience, kere a dge,substantial 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 in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation-of law, without the prior written approval of City. 507639.2 9 Revise&3/2M7 k 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 herein, except as otherwise set forth,herein. Consultant shall perform all services required herein 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 set forth herein. Consultant shall not alter the assignmeat of the following personnel Without the prior written approval of the Contract Officer. Acting through-the City Manager,the- City shall have the unrestricted night-to order the removal of any personnel assigned by' Consultant by providing written notice to Consultant. Name: Elk: John Stephens Senior Ytce President Marco Guardi Assistant ice President, Loss Control b INSURANCE Consultant shall procure and maintain, at its sole cost and expense,policies of insurance as act forth in Exhibit"B,"which is attached hereto and is incorporated herein by reference. 7. IN &AMIRCATION. To the fullest extent permitter) 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 Glaims arising from in}s6 to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees,representatives, and agents, which Claims arise out of or are related to Consultant's performance under this Agreement, but excluding such Claims arising from the 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 hereunder. . 507b392 4 Revised.M4107 8. RECORDS AND REPORTS 8.I Reports- Consultant shall periodically prepare and submit to the Contract Officer E `' such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 8.2 Records' 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 3 evaluate the performance of such services. .The Contract Officer shall have full and flee access j to such books and records at all reasonable times, including the right to inspect, copy, audit,and make records and transcript's from such records. 8.3 Ownership of Documents_ All drawings, specifications, reports, records, documents, and outer materials prepared by Consultant in the performance of this Agreement . shall be the property of City and.shall be delivered to City"upon request of the Contract Officer or upon the termination of-this Agreement, and 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 hereunder. Consultant may retain copies of such documents for its-own use. Consultant shall have an unrestricted right to use the concepts embodied therein. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of servi Officer. ces under this `Agreement shall not be released publicly without the prior written approval of the Contract 8.5 Cost Records. Consultant sh maintain all books,documents,papers,employee time sheets, all accounting records,and other evidence pertaining to costs incurred while performing under this Agreement and 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 thereof shall be promptly furnished to City upon request. . 9. . E11iFORCEMENT 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 Waiver. No delay Or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such fight 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 507639-2 5 .. Revised:3i M7 - Or approval of any subsequeht act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver Of any other default concerning the same or any other provision of this Agreement. 9.3 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 am"Cumulative and 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. 9.4 Le al 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 reliefs a declaratory judgment,or any other remedy consistent with the purposes of this Agreement. 9.5 Termination Prior to Expiration of Tenn City reserves the right to terminate this Agreement at any time, with or without cause,-upon thirty (30) days written notice to Consultant, except that 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 hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior f to receipt of the notice of termination and for any services authorized .by the Contract Officer thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 10. Y OFFICERS AND EMPLOYEES•NON-DISCRIMINATION 10.1 Non-Isiability of City Officers and Employees. No officer or employee.of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any 'amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 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,national origin, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand,request, consent, approval, or communication 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(headdress set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two(72)hours from the time of mailing ifmailed as provided in this Section. 507639.2 6 Revised;123107 ' To City City of Patin Springs Attention:City Manager/City Clerk j 3200 H. Tahquitz Canyon Way Patin Springs, California 92262 j is To Consultant: Keenan&Associates Attention John Stephens, Senior Vice President 901 Cape Arnmecer, Suite 200 San Clemente, CA 92673 11.2 lnteerated Agreement. This Agreement contains all of the agreements-of the parties and cannot be amended or modified except by written agreement. 11.3 Amendment, 'ibis Agreement may be amended at any time by the mutual consent of the patties by an instrument in writing, 11A Severab-W!y, 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 carryout the intent of the parties hereunder. 11.5 AnULDrIty. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so execyting this Agreement the parties hereto are formally bound to the provisions of this Agreement. [SIGNATURE PAGE SEPARATELY ATTACHED] $07639.2 7 Revised:3rA= - _ IlV WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. City of Palm Spruags i Date: 1(..• "/ a0C1� By. 3 David H.Ready .. City Man ag7PPROYED BY CRY COUNCIL APPROVED AS TO 1FORM: ATTEST 12 Z253 13y: Y. _ ougl olland, es Ttwmpson, City ttamey ty Clerk "CONSULTANT" Keenan&Associates Date �z!/D B Sn. R�r p r Date; 1 (name) (secretary) 507639.2 8 ReNsed:31=7 CAUFOMIA ALL43�UnpaSrc ACKNQWLE[lGM Nt State of Caltfprple County of On Z C Wfor-�a me Qvj U I- - i a l personalty appeared�'�? 1 ( �P.lb�tLw4 Nxntcr pt sgrta(e� - who proud to trte on the basis of say Wery avid&=to be the p�vrhasa namelare stf3scrl£3ed to the + ment arrd a ged W ata that ( stu lbw ad h fk i l fheir auffx ltized and> a by upon f ofJAM3 p C A onardsb # 1843741 which the parsop*vctecl executed m t i xal,vy Peauo-cfIND(„(, Onnpr COG* 1 certify under PENALTY OF PERJUMt under the fates Comm. qrr tja .POig of the State of Calffomia that tha(foregoing pa►&gmo is trite aW cortcM. MNESS my han seat. wn Namn set ohaw Sdgnafure as neeF OP770VAL t7+ouyth rlra,fr,4 rim ranBclowienotrogrrkadt,Ytaw emw pmvsq mew wpersans twv on dra dommenr .arrde+orsklprevprKkeuidmisrx"MOW anC` R&.OmWn Cf SWbrmtowrolfiatdOL:Mf m Description of Attached Doavu t Tide or Type of t3oo�f3ocurnentOafe: Number ofPages:_ _f Sfmar(s)Other putt Ntrmetl Above• 777 Cepacity(fes)elafinedby stoner(s) &pnarsNemc S Signer's Name: Q lndlvfduat O frdviduaf - - - C"pordte Officer—77L.(s) Q Cotporatg officer—TiU s O Parini.- D limited Q GemraJ C7 PaKner—Q Lbnited } t7 Ariamay in Fact ©A ct Q Ttustee rWotaortbrea o?aftlwfiDgere f1 GuaNfsnorConservator- 0G+tardrartoeConservwor Q Omer. Q OHM flo •. �� amv• Signer Is ..' 1 t r8 Representing' =OrRomowNN=7 A9FxraGae.25$3 wSWMn,H01la1.mt.tlatiwQ�d]1�1S9E02rw�, RRT pgiNargtk6Fm�/dC6t7Ra127 50639.2. 9 - - _ Revised:WM7 i i EXWMIIT "Alp) CONSULTANT°S • ' SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance . 307Qi91 10 Revised:31=7 CITY OF PALM SPRINGS 1 i Loss CoII&OI Service Piroposal Amendment to Broker Contract, February 20,2009 -r'resers#ed Bp; John Stephens, Senior Vice President Property& Casualty Practice Leader . hens eenan. Afarco Guardi,ARM,mpA Assistant Vice President—Loss Control ` ardin ` mPu keenan com Keenan &Associates 901 Calle Arnaneeer, Suite 200 San Clemente, CA 92673 949-940-1760 (Phone) 949-369-0324 (Fax) t CITY OF PALM SPRINGS Rent A Safety Professional(RASP)Program F The City of Paltu S I ptings has asked I{crraan the City meet its regulatory &Associates to provide a loss-control proposal to assist obligations. We axe pleased to provide the following proposal which outlines Loss Control services that will be provided. The services listed Ire customized to help die i Gity understand and develop a strategy, to meet the Various regulatory requirements in the most efficient, cost effective tnaaner. The prog=n services were developed based,on the information provided by the City and discussions with,Captain Ventura fror<z the Cii}'s Fire Department [ t , Keenan will assign a dedicated Loss Control consultant to the City and this Consultant will be responsible for ensuring the services listed in thirelateds program are provided as well as any other matters other consultants with programto this Although the Consultant may, provide many of the services to the City, services The specialized areas of expertise may be called upon to provide some of the goal this service program is to assist the City, with establishing an efficient and effective safety ptngra m. The program primary goals are, a Assist the City with Cal/OSHA and.Fed/OSHA compliance a Raise awareness of regulatory responsibilities a Keep Cate abreast of regulatory changes and their potential impacts to City operations a Reduce the Frequency,of Work Related Injuries The success-of the ptogmn),in large par4 will depend on the conitnitment of the City. By accepting this Program..the City agrees. a It is demonstrating its commitment to providing a safe and healthfitl workplace for eruployees To designate an individual to coordinate and facilitate the program, services with the Consultant To facilitate a focused safety, program and safety, culture, the it Consultant will assist orgarriziag and paruapatit2g in City Safety Committee meetings, The City will be responsible for establishing the make-ttp.of the committee and the frequency of meetings'and the Consultant, in cooperation with the City, will identify topics for meeting agendas and prepare .support documentation for the meetings. x�xn.,xnR, .Ilrcnrc aoaitm _..__...- --------------- PROGRAM SERWCES � Ii oM nliance Needs Assessment Evaluate the CiVs operations to determine the application of and compliance status with Cat/OSHA regulations. This will be achieved by: a- 'Comprehensive review of current written compliance programs and plans;health and safety,policies and procedures b. Field verification ofcutrent program,plan, policy,and procedure implementation. throughout City operations; ! c. Assessment report identifying program,plan,policy and procedure deficiencies 2. Comnliancc Program, PIan, Policy and Proeed re Development If it is determined e3&dE`g City programs, plans, policies and procedures axe not iucompHance, Keenan will modify or amend them accordingly with input from the City. If it is determined that required written compliance programs, plans,policies and procedures are not in place, they will be provided and custotttized specific to the City's operations. Plans to be reviewed, evaluated and amended include but are not limited to: BIGO�Iboixle Pal LEI Additionally,Keenan will provide consulting services necessary to assist the City successfully implement such programs,plans,policies and procedures to achieve compliance with Cal/OSHA r%Wations as well as reduce the number ofinjuries. 3.Hazardous Material Inventory Chief Ventura from the City's Pine Department suggested we in Hazardous Materials Inventory as the City apparently has not done this for several years. An inventory of hazardous material used by and stored at city facilities, will be conducted annually. This inventory will assist with the City,$ compliance towards Cal/OSHA's Hazard Communication regulation. Upon completion of the inventory,the City Will receive a report oudking the material name and quantities used and stored at each city facility. This inventory will serve as the foundation for compiling and distributing Material Safety Data Sheets (MSDS) throughout the City facilities using Keev w Is anlfrre MSDS systen4 a feature of the Hazardous Material.Inventoryy setvice Enna xt�a a rkveaasm1 I • • I • Y. •• I • • I• t i1 Accicicnt In\estigatioar Fnrlclift,Aerial,8 13aanatift I-icaritlg Consco"atIorl Gcrlifictitiol (Ccrtiltccl Inst1'Iactirrt Asbestos CAGr31ds Bloo lbornc iT¢If11ao I2I x 7G,Ilre Ida, rs t , ,. Iieraa�llncss I rr:•er12io3n Controli Sad/.a1\'LI _nos 5a1�€`• EP (Iffacss& 11i11" Har:E�ciCommu3lication LuddersaCety - I rec€ric�I 8 tf�t3' Hazardous Waste iel ay>a nec.6crat -. I eLral� Elpasecra:=.aes- Fi3e S:efctl I�ealtla ancQ Nvc lilies F m 1°��•C`C3!13: €.aE:(Ci362ro - - - -. - `':. �a�li L�Ii t-�3�OlAd : :. 1'erSG:a L11 rG€cct:t; £c1uiL2 e33� `.Resiaiz3:cay ,a ..ao, ctio . SL. - 1 �acY, t\ sioll e:•Rc...!Snecs E f lasze�C��1\ras•f(`" lllt5�i 11l CTSy rat i:3 tr12a Sa;; - NS 3:3r;:23C1335� Oiad:-:G st.tff" - P.-e endw back in llri: , _ attU112^y Ghfa1339 j II �arci��c•o�rv[ir�12 1'reve! p t S11psJfit2l�si alls `tress AYLIflaye t erle' LtilioyCa1L �a Se1tIZIHzsslnelif ` ..pi:tccYriascl=ce 1 M•I "J ••. ' •' t I I ' •• 11• 1 / t I • 1 1 1 I• •1 I • r • • • •• / • I 1 •• 1 1 1 • r • II • • ' f •• ir. 1 • I • t •• Y I t L f - i EXMMIT G4B" l j i r INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency.of Insurers, Errors and Omissions Coverage, IVrinixuum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 507619-2 _ - 11 Revised:31=7 I Insurance Consultant shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, in a form and content satisfactory to the City; public liability and property damage insurance against all claims for injuries against persons or City.- damages to property resulting from Consultant's performance under 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 extension thcreo� and shall not be cancelable without thirty(30)days advance written notice to City of any proposed caiiaellation_ Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insuieds by original endorsement shall be delivered to and 1 approved by City prior to eommeacement of services. The procuring of such insurance and the delivery'ofpolicies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to employees,and volunteers_ indemnify City, its elected officials, officers,.agents, A., AUD-mum Scone of Insurance The minimum amount of insurance required hereunder shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,00o,000.00) combined single limit coverage per occurrence and two mullion 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;and, 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. For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City and its respective elected officials, officers, employees, agents; and volunteers. Any , or self insurance maintained by City and its respective elected officials, officers, employees, agents, and vclunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability lusurance only, the insurer shall waive all rights of subrogation and contribution it may have against City,its elected officials, officers,employees,agents, and volunteers. B. Errors and Clmisslons Coverage. 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 Stt16392 12 Revised:NOV •1 I 1 the completion of Consultant's services under this A � � liability insurance coverage with the same carrier, oreement, or 2 to maintain professional > equivalent coverage with another company, ' j in the amount required by this Agreement for at least three years after completion of. Consultant's services under this Agreement, Consultant shall also evidence ,be required to provide City of the purchase of the required tail insurance or continuation of the professional liability policy. , i C. Sufflclenc of Insurers. Insurance required herein. shall be provided by authorized insurers in good standing with the State of California. Co insurers admitted in the State of Cali verage shall be provided by better, rnia with an A.M. Best's Key Rating of B++,Class VII, or unless otherwise acceptable to the City. D. Verification of CoVera e. Consultant shall famish 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 Workerrs'' Compensation policies. re any t copies of all required insurance policies at Additional insured endorsements a not required'for Errors and Omissions and Verification of Insurance coverage may be provided by. (I) 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 Addition! Insured Endorsement with the following endorsements stated on the certificate; I• "The City of Palm Springs, its officials, employees, and agents are named as an additional Insured... " Ns respects City of Palm Springs Contract No. "or 'far any and all workperfortned with the City"may be included in this statement). i 2• "This insurance.is primary and non-contributory over any insurance or self- Insurance the City may have..."("as respects City ofPalm Springs Contract No. " or 'far any and all workperformed with the City°may be.included in this statement). 3• "Should any of the above described policies be canceled before.the expiration date thereof, the issuing company will mail 30 days written notice to the Cerl�cate Holder named" Language such as, "endeavor to-Mai' 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. -4• Both the Workers' Compensation and Employers' Liabili the insurer waiver of subro ty policies shall contain 's gation in favor of City, its elected officials, officers, employees, agents,and volunteers, In addition to the endorsements listed above, the City of palm Spings shall be named the certificate holder on the policies. 507639.2 13 .. All certificates of insurance .and endorsements before work commences. All certifi are to be received and approved by the City cates of insurance must be authorized by a person with autharity 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 Consultant's obligation to provide them. the I , • Deductibles and Self Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved b the services under this Agreement. At the option of the City prior to cone encing any work or eliminate such deductibles or At retentions as respects th, either ehCity, its elurer ected offiu i'alsce , officers, employees, agents, and volunteers; or, Consultant•shall procure a bond guaranteeing payment of fosses and.related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of th retention under the policy. Consultant e amount of any deductible or self-insured retentions. guarantees payment of all deductibles and self-insured • - F. Severali r of Interests fSe4aration of Insureds). This insurance applies separately to each insured l against whom claim is made or suit is brought except with respect to . the limits of the insurer's liability. 507639-2 14 Revke&3=7 (MMrDDIYYYY A�® CERTIFICATE OF LIABILITY INSURANCE DATE 4/a3/sole ) 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 endorsemen s. PRODUCER CONTACT Jeanne Vezina NAME: AssuredPartners Northeast, LLC PHONE (914)761-9D00 F�AXD No:(914)761-3749 123 Main Street -MAIL ADDRESS:JVezina@skcg.com 14 th Floor INSURE S AFFORDING COVERAGE NAIC# White Plains NY 10601 INSURERA:Charter Oak Fire 25615 INSURED INSURER B:Travelers Indemnity CO. 25658 Keenan & Associates INSURER C:Travel era Prop Casualty Co- Of Am. 25674 C/O AssuredPartners, Inc. INSURERD:Federal Insurance Co. __ _ 20281 200 Colonial Center Parkway INSURERE: Lake Mary FL 32746 INSURER F: COVERAGES CERTIFICATE NUMBER:CL1792895998 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR'' rypE OF INSURANCE ADDL SUER POLICY EFF f POLICY EXP LIMITS LTR POLICY NUMBER MM D MM DD X COMMERCIAL GENERAL LIABILITY EACHOCCURRENCE $ 1,000,000 A CLAIMS-MADE F PREMISES oca OCCUR DAMAGE TO RENTEDrrence $ 11000,000 X 6301C226998 10/1/2017 10/1/2018 MED EXP(Any one person) $ 10,000 PERSONAL B ADV INJURY $ 11000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X JECT LOC PRODUCTS-COMPIOPAGG $ 2,000,000 POLICY PRO OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident _ B X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BA330D8750 10/1/2017 10/1/2018 BODILY INJURY(Par accident) $ AUTOS AUTOS X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident $ _. X UMBRELLA LIAB X OCCUR EACHOCCURRENCE $ 25,000,000 C, EXCESS LIAB CLAIMS-MADE I AGGREGATE $ 25,000,000 DED RETENTION S ICUP9J434350 10/1/2017 10/1/2018 1$ WORKERS COMPENSATION X PER IT"- AND EMPLOYERS'LIABILITY YIN TAT TE ER ANY PROPRIETOPJPARTNERIEXECUTIVE E.L.EACH ACCIDENT $ 11000,000 OFFICERIMEMBER EXCLUDED? NIA C (Mandatory In NH) y lUB6J94491a 10/1/2017 10/1/2018 E.L.DISEASE-EA EMPLOYEE $ 11000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1 000,000 D Empl Oyee Theft 8225-9951 10/1/2017 10/1/2018 $10.000,000 Limit $100,000 Ded. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) The City of Palm Springs, its officials, employees and agents are included as Additional Insured to the General Liability policy and AAutto Liability referenced above with respect to the operations of the Named Insured per endorsements #CG D4 11 04 08, rCAT353023.5 (Copies Attached) . Liability coverage is pEimary and noncontributoam per endorsement #CG DO 37 04 05 (Copy Attached) A Waiver of Subrogatiop applies with respects to Workern cmm�__ e�*ion per endorsement #WC990376 (A)-001 (Copy Attached) . 30 Day Notice of Cancellation Applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City OE Palm Springs THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3200 E. Tahquitz Canyon Way ACCORDANCE WITH THE POLICY PROVISIONS. Palm Springs, CA 92262 AUTHORIZED REPRESENTATIVE Sheila Conley/SABTJ ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INSO25(201401) ,i COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 6301C226998 ISSUE DATE 10 - 01 - 2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s)or Organization(&): ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED BY A WRITTEN CONTRACT. Section II—Who Is An Insured is amended to include as an additional insured the person(s)or organization(s) shown in the Schedule,but only with respect to liability for"bodily injury',"property damage", "personal injury"or "advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf. A. In the performance of your ongoing operations;or B. In connection with your premises owned by or rented to you. i CG D4 11 04 08 ®2000 The Travelers Companies,Inc. Page 1 of 1 Includes the copyrighted material of Insurance Services Office,Inc.with Its permission. - ---------- - �I� COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS b. The"personal injury"or"advertising injury"for COMMERCIAL GENERAL LIABILITY CONDITIONS which coverage is sought arises out of an of- (Section IV), Paragraph 4. (Other Insurance), is fense committed amended as follows: subsequent to the signing and execution of that 1. The following is added to Paragraph a. Primary contract or agreement by you. Insurance: 2. The first Subparagraph (2) of Paragraph b. Ex- However,if you specifically agree in a written con- cess Insurance regarding any other primary in- tract or written agreement that the insurance pro- vided to an additional insured under this 3. The following is added to Paragraph b. Excess Coverage Part must apply on a primary basis, or Insurance, as an additional subparagraph under a primary and non-contributory basis, this insur- Subparagraph(1): ance is primary to other insurance that is avail- That is available to the insured when the insured able to such additional insured which covers such is added as an additional insured under any other additional insured as a named insured, and we policy,including any umbrella or excess policy. will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs;and i CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc.All rights reserved. Page 1 of 1 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE —LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION C. EMPLOYEE HIRED AUTO EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COW LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that '— organization qualifies as an "insured" .1. Who Is person or organ q The followingis added to Paragraph A . . under the Who Is An Insured provision contained ti= An Insured, of SECTION 11 —COVERED AUTOS LIABILITY COVERAGE: in Section II. Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., SO% or more ownership interest and that is not Who Is An Insured, of SECTION 11 — COW separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while Ill the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- ; a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and / ered"autos"you own: executed by you before the "bodily injury" or ✓/ (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in „ Liability Coverage, but only for damages to which an "employee's" name, with your t CA T3 53 02 15 ®2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. 002379 a I COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any"auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured"against, and investigate or set- The following is added to Paragraph A.1., Who Is tle any such claim or "suit" and keep An Insured, of SECTION II—COVERED AUTOS us advised of all proceedings and ac- tions. LIABILITY COVERAGE: (ii) Neither you nor any other involved Any "employee" of yours is an "insured"while us- "insured" will make any settlement ing a covered "auto"you don't own, hire or borrow without our consent. in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii)in may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II— COVERED AUTOS LIABIL- (iv) We will reimburse the "insured" for ITY COVERAGE: sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II— COVERED AUTOS LIABIL- SECTION 11 — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense F. HIRED AUTO — LIMITED WORLDWIDE COV- "s the "insured" against any such ERAGE—INDEMNITY BASIS uitn but only up to and included within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of bargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and pro- settlements or defense expenses. hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ®2015 The Travelers Indemnity Company.All rights reserved. CA T3 63 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. �I III COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". co n-compulsory insurance in an such u Y 'n the event of a total P ry This coverage applies only I 9 Pp Y t u to the minimum limits required by eft of our covered "auto". try P theft y local law. Your failure to comply with No deductibles apply to this Personal Property compulsory insurance requirements will coverage, not invalidate the coverage afforded by this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: I t loss to one or d It is understood that we are not an admit- Exc lusion 3.a. does not apply o ted or authorized insurer outside the more airbags in a covered auto you own that in- United States of America it s territories Hate due to a cause othe r a cause of"l oss' a and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance In any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti-, C. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one"loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized represents- - The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- rap '— h AA.b. Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known — 9 TION III—PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner(if you are a partnership); $750 for any one "accident". (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager(if you are a corporation or other or- graph AA.a., Transportation Expenses, of ganization); or m= SECTION III — PHYSICAL DAMAGE COVER- (e) Any"employee" authorized by you to give no- AGE: tice of the"accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION �= $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered"auto"of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph AA., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have / Personal Property against any person or organization to the ex- `' We will a u to $40D for "loss" to wearing a tent required of you by a written contract pay p 9 P signed and executed prior to any accident parel and other personal property which is: or"loss", provided that the"accident"or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ®2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. 002380 �I COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page 4 of 4 0 2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. AdW WORKERS COMPENSATION TRAVELERS AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD, CT 06183 ENDORSEMENT WC 99 03 76 ( A)— 001 POLICY NUMBER: UB6J944910 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA / (BLANKET WAIVER) 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. The additional premium for this endorsement shall be 00.00 % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATIDN FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. This endorsement changes the policy to which it is attached and is effective on the dale issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium Insurance Company Countersigned by DATE OF ISSUE: 10- 01- 2017 ST ASSIGN: Page 1 of 1 7 ® DATE(MMIDDIYYYY) ,4`oRo CERTIFICATE OF LIABILITY INSURANCE osrzvzon 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: it the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). NTACT Heather Verdui PRODUCER NAME: Mike Smith,New Jersey Lic.P&C/Surplus#9940165 PHIC.ONE Exit (201)847-9175 AIC No): (201)847-9174 Axis Insurance Services,LLC E-MAIL hverdui@axisins.com ADDRESS: 795 Franklin Avenue,Suite 206 INSURER(S)AFFORDING COVERAGE NAIC a Franklin Lakes NJ 07417 INSURERA: Allied World Insurance Company 22730 INSURED INSURER B: INSURER C: Keenan&Associates INSURER D: 2355 Crenshaw Blvd,Suite 200 INSURER E: Torrance CA 90501 INSURER F: COVERAGES CERTIFICATE NUMBER: "0650 EO17/18 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOTHE INSURED NAMED ABOVE FORTHE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CEIkTIFICATE 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. ADDLrUEXP ILTR TYPE OF INSURANCE IN POLICY NUMBER MMRI IDDYIYYVV MMIDO EFF POLICY IVYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s 15,000,000 CLAIMS-MADE OCCUR PREMISES Eaoccurrence $ Limits are Per Claim MED EXP(An one rson $ A Errors&Omissions 0307-7977 10/01/2017 10/01/2018 PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE IS 15,000,000 X POLICY ❑JECT PRO ❑LOC PRODUCTS-COMPIOPAGG $ OTHER: Retro:3/31/2017 1 1 Retention Per Claim $ 250,000 AUTOMOBILE LIABILITY (Ea COMB cidentSINGLE LIMIT $ ANYAUTO BODILY INJURY(Per person) IS OWNED SCHEDULED BODILY INJURY(Par accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident I IS UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION IS $ WORKERS COMPENSATION PER OTH- STATUTE ER AND EMPLOYERS'LIABILITY Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ NIA E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Professional Services:Insurance Agent/Broker for others. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE 1 Palm Springs CA 92262 /t.Q.it) B 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Additional Named Insureds Other Named Insureds AssuredPartners, Inc. Keenan & Associates OFAPPINF(02/2007) COPYRIGHT 2007,AMS SERVICES INC AMENDMENT NO. 6 TO CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan & Associates (Agreement No. 5862) THIS FIFTH AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the 1- day of July 2016 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City) and Keenan & Associates, a California corporation (hereinafter referred to as Consultant) collectively, the"Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the "Agreement"). The Agreement was continued dim June 30,2016. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to continue to perform on-site Loss Control services in amount not-to-exceed 565,000 for the period July 1, 2016 thru June 30,2017. AGREEMENT 1. Amendment to Section 3.1. Exhibit "A" of the Agreement entitled "Compensation of Consultant": Exhibit"A"of the Agreement concerning, total compensation,is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement under Amendment No. 5, Consultant shall be compensated and reimbursed $65,000 for on-site Loss Control services for the period of July 1, 2016 thin June 30,2017. 2. Amendment to Section 4 2 Exhibit "A" of the Agreement, entitled "Schedule of Performance": Exhibit"A"of the Agreement is hereby amended to include the following additional provisions: Effective July 1, 2016 through June 30, 2017, Keenan & Associates shall provide a Loss Control Consultant, 32 hours per month, to perform on-site specialized Loss Control services. During those 32 hours per month, the Consultant will work on various safety programs and activities, at the City's direction, including live compliance trainings, safety program maintenance, access to Keenan SafePersonnel training program, technical oversight assistance, on-site inspections and hazard analysis, and further compliance program evaluation. In addition, Keenan & Associates shall provide continued Hazard Compliance Program oversight; updated and overview of all compliance plans; update training records and reports in compliance with the Injury and Illness Prevention Programs (IIPP) through SafePers'onnel; develop and implementation of monthly training materials for tailgates and related IIPP requirements. Keenan & Associates will provide the City with regular monthly service reports to document both the services and time provided under the Agreement. ORIGINAL BID %D/OR AGREEMENT 3. Amendment to Section 10 2,entitled "Covenant Against Discrimination" of the Agreement is hereby amended to read as follows: "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, national origin, physical or mental disability, medical condition, or ancestry". 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. IN WITNESS WEHREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: "CITY" CITY OF PALM SPRINGS 5A. s � By �� James Thompson, City Clerk DavidaaH. Ready, �anager Date: O°t�Zo�tei� Date: APPROVED BY CITY COUNCIL APPRO E TO FORM: By Yttorneyy Date: "CO S LTA " Ke a &As oci es Date: By o n Ste e . 'r.Vice President AMENDMENT NO. 5 TO CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan&Associates (Agreement No. 5862) THIS FIFTH AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the 1n day of July 2015 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City) and Keenan & Associates, a California corporation (hereinafter referred to as Consultant) collectively,the "Patties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the "Agreement"). The Agreement was continued tbru June 30,2015. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to continue to perform on-sae Loss Control services in amount not-to-exceed$65,000 for the period July 1,2015 thru June 30,2016. AGREEMENT 1. Amendment to Section 3.1. Exhibit "A" of the Agreement entitled "Compensation of Consultant": Exhibit"A"of the Agreement concerning,total compensation,is hereby amended to read as follows: "Compensation of Consultant":For the services rendered pursuant to this Agreement under Amendment No. 5, Consultant shall be compensated and reimbursed $65,000 for on-site Loss Control services for the period of July 1,2015 thru June 30,2016. 2. Amendment to Section 4 2 Exhibit "A" of the Agreement entitled `Schedule of Performance": Exhibit"A"of the Agreement is hereby amended to include the following additional provisions: "Safety Compliance Plans maintenance and enhancements; hazardous materials plan development; OSHA required job specific training; and related loss control services" as described in the attached Scope of Services attached to this agreement as Exhibit "A'. Effective July 1,2015 through June 30,2016,Keenan&Associates shall provide on-site and off-site Loss Control services up to 24 hours per month of specialized loss control services which may include, but is not limited to: live compliance traini g, maintenance, access to Keenan SafePersonnel training program, technical oversight assistance, on-site inspections and hazard analysis, and further compliance program evaluation. In addition, Keenan & Associates shall provide a comprehensive Hazard Compliance Program, including: Hazardous Materials Inventory, Hazardous Materials Observation Report, development and submission of required Business Plans, and maintenance and access to KeenanSDS online management tool. 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms,conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Corporate Authority., The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (1) by so executing this Amendment, such patty is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate anyprovision of any other agreement to which said party is bound. IN WITNESS WEHREOF,the parties have executed this Amendment as of the dates stated below. ATTEST: "CITY, CITY OF PALM SPRINGS,CA. By By 9.� James Thompson CatyClerk David II Manager Date: O'71 ob f 2015 Date: APPRO 15 TOLF�ORM:: 1 APPROVED F!CU COMIC1.'1. BY Attorney Date: "CONSULTANT" Keenan&Associa Date: /I By - John Step ,Sr.Vice President AMENDMENT NO. 4 TO CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan & Associates (Agreement No. 5862) THIS FOURTH AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the Pt day of July 2014 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City) and Keenan & Associates, a California corporation (hereinafter referred to as Consultant) collectively, the "Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the "Agreement"). The Agreement was continued thru June 30,2014. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant perform on-site Loss Control services eight (8) hours a day, two (2) days per week in amount not-to-exceed $65,000 for the period July 1,2014 thru June 30, 2015. AGREEMENT 1. Amendment to Section 3.1, Exhibit "A" of the Agreement entitled "Compensation of Consultant": Exhibit"A" of the Agreement concerning, total compensation,is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement under Amendment No. 4, Consultant shall be compensated and reimbursed $65,000 for on-site Loss Control services for the period of July 1, 2014 thru June 30, 2015. 2. Amendment to Section 4.2. Exhibit "A" of the Agreement, entitled "Schedule of Performance": Exhibit"A" of the Agreement is hereby amended to include the following additional provisions: "Safety Compliance Plans maintenance and enhancements; hazardous materials plan development; OSHA required job specific training; and related loss control services" as described in the attached Scope of Services attached to this agreement as Exhibit "B". Effective July 1, 2014 through June 30, 2015, Consultant shall provide on-site and off site Loss Control services approximately averaging twelve (12) hours per week. In addition, the Consultant shall provide a total of thirteen (13) additional days of specialized loss control services including live compliance trainings, technical oversight assistance, on-site inspections and hazard analysis, and further compliance program evaluation, to be utilized at the City's discretion. GIB AL BlU r r t. " �1),ORr�'.�12F � a 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions-, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (u) they are duly authorized to execute and deliver this Amendment on behalf of said party, (in) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. IN WITNESS WEHREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: "CITY" CITY OF PALM SPRINGGS, CA. James Thompson, City Clerk David H. Read anager Date! C)PblD.0 -a)+ Date: -�' APPRO T FORM- APPROVED BY CITY COUNCIL By lltnlnal h•lk•ti�k �� C y ttorrney Date: P7- J l- d-0 "CONSULTANT" Keenan &As fates Date: SIZy�y By Stephens,Sr. Vice President 901 Calk Aaoaarr 949940-1760 Keenan suiteaC4 9 Aff-0 .Mw San C/rmraie,C.4 92673 vaa%Farttan.rom Lions,No.O451271 September 30,2013 Mr. Douglas Holland City Attorney City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs,CA 92263-2743 RE: Consulting Services Agreement Special Claims Administration Services (Agreement No. 5862) Amendment No. 1 Doug, Thank you for sending the above-referenced agreement whereby the City established a$7,500"not to exceed"amount for our assistance with the"wind claim." As you're aware,Carl Warren is your current Property&Liability Claims Administrator,however Carl Warren only provides services for coverages that have a`Self Insured Retention," not a"deductible,"which led to the City contracting with Keenan for assistance with certain Property claims. In regards to the above-referenced agreement,I wanted to inform you of a recent decision we have made that will help the City. As part of our existing Brokerage Services fee,our Property&Liability Claims Administration department(PLCA)will provide claims oversight assistance for this claim as well as all future"deductible"claims going forward at no additional cost to the City. Our PLCA Department specializes in public agency claims and we believe their expertise will help the City resolve claims in a more efficient and expedient manner. To summarize,we will not be billing towards the Special Claims Administration Services (Agreement No. 5862) and we hope this decision will enable you to use those dollars in ways to help the City employees and your community. Take care and please let me know if you have any questions. �Sincerely, - ohn Stephens Senior Vice President cc: Craig Gladders,Geoffrey Kiehl&Jay Thompson,City of Palm Springs Steve Moccardini&Audra Powers,Keenan AMENDMENT NO. 3 TO CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan &Associates (Agreement No. 5862) THIS THIRD AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the 1st day of July, 2013 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City), and Keenan&Associates, a California corporation(hereinafter referred to as "") collectively, the "Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the"Agreement') in the amount of$74,050. The agreement was continued through June 30,2012 for the amount of$50,450. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to perform additional on-site Loss Control services eight (8) hours a day, two (2) days per week in amount not-to-exceed $65,000 for the period July 1, 2012 through June 30, 2013. D. City and Consultant desire to amend the Agreement to authorize Consultant to perform additional on-site Loss Control services eight (8) hours a day, two (2) days per week in amount not-to-exceed $65,000 for the period July 1, 2013 through June 30, 2014. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Amendment to Section 3.1. Exhibit "A" of the Agreement, entitled "Compensation of Consultant': Exhibit "A" of the Agreement, concerning total compensation, is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit "A", $65,000 for on-site Loss Control services for the period of July 1, 2013 through June 30, 2014, and the total compensation under the agreement shall not exceed $254,500. 2. Amendment to Section 4.2, Exhibit "A" of the Agreement entitled "Schedule of Performance": Exhibit "A"of the Agreement is hereby amended to include the following additional provisions. "Safety Compliance Plans maintenance and enhancements; hazmat plan development; OSHA required job specific training; and related loss control services" as described in the attached Scope of Services attached to this agreement as Exhibit "B". 1 ORIGINAL BlU AND/OR AGREEMENT Effective July 1, 2013 thru June 30, 2014, Consultant shall provide on-site Loss Control services eight (8) hours per day, two (2) days per week. 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that(1)such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv)the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: "CITY" CITY OF PALM SPRINGS, CA. By By mes Thompson, City Clerk David H. Ready, City r Date: bR�D 3 f zo i Date: APPP,OVED BY CITY COUNCIL APPROVED AST FORM: �i l3 aY- AhF563 pity Attorney Date: "CONSULTANT" Keenan & Associates Date: %/3 f// 3 By: Date: 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California Countyof Los Anige ies On Jt, 31. 20 1 -5 before me, ALaia ottuu E55uiye L_ I NOTary R'411L To.n "-N.,.wertn.P. rr.am7 ia.ana. �^ personally appeared n ka S�e.nhanS ra,.ulmsa..w who proved to me on the basis of satisfactory evidence to be the person(s) whose names) Were subscribed to the within instrument and acknowledged to me that hatsha/they executed the same in histherltheir autlrorized capaciKies), and that by hiaRtedtheir signatufe(s)on the instrumarit the pereon(s), or the entity upon behalf of _ =(OLIVA which the persons)acted,executed the Instrument.certity under PENALTY OF PERJURY under the laws it" of the State of California that the foregoing paragraph Is true and correct. WITNESS my hand and official seal. Signature Pw.aouna®lro a- all,ry OFMOAML Tllouyb dfe infbrrrlafion bebw is nor reauhed by raac It may prow valwde to parsons robft on die document and ca&prevent fmu&*nl ro ml and reollad diem of dna loin to anolhw dbctm v*.. Description of Attached Document Title or Type of Document: M e n A m e n+ N 0 . 3 Document Date: J u�.) 31} O 13 Number of Pages: Signer(s)Other Than Named Above: Capecity(les)Claimed by Signer(s) Signer's Name: S A%n 5tc phe v. S Signers Name: _Individual ❑Individual 3 Corporate Officer—Title(&): ❑Corporate Officer—Tide(s): ❑ Partner—❑Limited O General ❑Partner—❑Limited ❑General ❑ Attorney in Fact ❑Attorney in Fact © Trustee Top of 9wmb hem 0 Trustee Top of tkU*ham ❑ Guardian or Conservator _ :"' ❑Guardian or Conservator ❑ OMer. ,:.F �,,: ❑Other: Signer Is Representinlg:-' Signer Is Representing: Keennn se a 1 No"A®ul n,OMD a Son he.,Ito a 21X.asmu,.0 BIS1Y2d04•wr.N.ivWd.ry..q M..clew Rewd.,:mr Wme t-M04?/dIw 3 AMENDMENT NO.2 TO CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan&Associates (Agreement No.5862) THIS SECOND AMENDMENT to the Consulting Services Agreement No.5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the 1st day of July, 2012 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City), and Keenan&Associates,a California corporation(hereinafter referred to as"j collectively, the"Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services,which was made and entered into on July 1,2009(the "Agreement")in the amount of$74,050. The Agreement was continued through June 30,2012 for the amount of$50,450. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to continue to perform on-site Loss Control services eight(8)hours a day,two(2)days per week in an amount not-to-exceed $65,000 for the period July 1, 2012 through June 30,2013. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,the Parties agree as follows: AGREEMENT 1. Amendment to Section 3.1, Exhibit "A" of the Agreement. entitled "Compensation of Consultant': Exhibit"A"of the Agreement, concerning total compensation, is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed,in accordance with the schedule of fees set forth in Exhibit"A",$65,000 for the preparation and completion of the compliance plans and initial training and related on-site Loss Control services for the period of July 1, 2012 through June 30, 2013, and the total compensation under the agreement shall not exceed $189,500. 2. Amendment to Section 4.2. Exhibit "A" of the Agreement, entitled "Schedule of Performance": Exhibit "A"of the Agreement is hereby amended to include the following additional provisions: "Completion of Plans and Initial Training Consultant shall prepare and complete each of the compliance plans and the initial training for each compliance plan as described in the Scope of Services and the"Compliance Plan and Training Progress"document(consisting of two pages)attached to this Agreement as Exhibit"C" by June 30, 2013 or such later date as approved by the City Manager. 1 ORIGINAL BID AtOOR AGREEMENT "Schedule of Performance: Effective July 1, 2012 thru June 20, 2013, Consultant shall provide on-site Loss Control services eight(8) hours per day,tivo(2)days per week. i 3. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein,shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 4. Corporate Authoriiv. The persons executing this Amendment on behalf of the Parties hereto warrant that(1)such party is duly organized and existing,(i)they are duly authorized to execute and deliver this Amendment on behalf of said party,(ii) by so executing this Amendment,such party is formally bound to the provisions of this Amendment,and(v)the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: "CITY" CITY OF PALM SPRINGS,f�B�.--� B By /./ mes Thompson, City Clerk David H. Ready, City ger Date: ra712 wl zo rZ Date: APPROVED BY CI1Y MANAGER APP=VSTO FORM:By �_ City Attorney Date: •v)-0/1- "CONSULTANT" Keenan &Associates Date: Y 2-31 Date: J'ay,✓�.rPyc�� �:1/ > �4 N" 2 CALIFORNIA ALL4MRPOSE ACKNOWLEDGMENT State of California Courhiyof lec Any,1+s ao. on At.L) a3 =1 -L before me p{��SL�LIc1y OIrUq y�;Jt( A9®rpry oa, ..mann.rer. a�� ". / personalty appeared Sohn 5+c-It h e n s riisp(s aarrla(rn I who proved to me on the basis of satisfactory,evidenm to be dte persmW whose rmne(s) to the within hatrumetd and admowledged to me that hdtm*W attached no same in hakedtink,autlwrized capacity(fes),and that by hts mAheit signal ks)on the Instrument to pereat(s), or the entity upon behalf of ALICIA OLIVA EBtUIVEL which the person(s)aded,exetxrnd the nsinarrent. Comm.A 1864144 NOTARY Pueue•CAMR111A N I certify under PENALTY OF PEFWRY udder the laws Los AN mu "^ ,. of the SUM of Catinmia that the foregong paragraph is Mr Coin.Err.srv.26,trf3 true and correct. VVITNESS myAmnd and AAofficial seal. e vao.wowrsa Penn �� 3�.u..d OP77ONAL Though Me wear balow/anorrewwby fahv.knw prove=1UWe to mum*ft on the docrrtnart ad waW parwnrbaudWMd mmoraland MuMchm at of Am ram to aroaradoWn*Ot Descrlpton of Attached Document , Title or 9ype of 0=m%nt kvn a r tcl • *2 C. y OF t Apt evx S P f i n S Document Dam: %3u(.r �"j.J O i 2 Number of Pages: Stgner(s)Other Than Named Ab w: Capecity(im)Clalmed by Signer(s) SigrrorlsName: 306h �4Q� Signer's Name: O Irtftclual ❑IndhAduat ❑ CorporateOlNoer—Taws). 0 Corporate Officer—TNe(a): ❑ Partner—O Lirnhed ❑Gererw ❑f+ariner—❑Linum ❑General Q Attorney in Fact 7pp a e>t.eN r®e ❑Attorney in Fact TOP a U4Mrb here t7 Tmatee ❑Thistee ❑ Guardia n or Conservator. ❑Guardian or Censerwor ❑ Other. ❑Other: Signer Is Representing: Signer Is Represerift �<CP non � �lS4c�G1a7t5 pp{IW WYaorlacrW Aaeaiaoin0.�paom AB.P.O.B�Lffi•ammemhG�Yt9f88w¢•sopNam�,xree MmIRAB'/ RmletCYriane12a6178Er2T -. 4 Green=Completed or Satisfactory EXHIBIT'C' Yellow=In Progress Compliance Plan and Training Progress June 19,2O12 Whm,=Not Completed or Started Scott A.Mann p ya ,�t ,y+4 G� p°J C0MIPJ CE DATE TILkVdNO TEEOOENCE Joecuss C° °� °° pe° ° 3° PIAN COMPLETE O D TOPIC OET]Lk G V\1• �p r.(� �P P BPPP CPEP yP, \30 QFQ� �yP��\ a d A "\ ¢MAualrvores tx.mluey t minr.A uw.. 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Mouwy H.O ana^Polke 011ken 1 � II Green=Completed or Satisfactory EXHIBIT"C" Yellow=In progress Compliance Plan and Training Progress lone 19,2012 White=Not Completed or Started Scott A.Mann mn0•I.IA.'a na!I DATE rRAmC FTRJLININ O' mMeuTeo TOPIC oP TRAmwe Joe el.e. �A` r o0 5P� c;C+' co vvA` 4`r oar ��� •`0 �`"' `y°' co0v �C�o ed'o� Z' 3 F] � RLMA616/NOTPS Emnaenp h TM Ineltlem--,,I55'nem Emer(C Amlon Io111e1k Pho 4uolo[.ICSIOo11CS]OOh Plu(CCRR3111 I°Prryerr Prt eurtEemr U". wemgo,.er OR 0% U% o% O,A 100% 0% 100% o•/. 100% oX 100% 100% dtaatthen N4 nnW, P mlJc ArheeYe Avr— Nheb ElRblw (CCR 15") PIm4We0 Anmewe W"&Amex ulmly 01 0% NA NA NA NA NA NA NA NA UX NA 0•G I^"`orJena wlW Ne CIry1 gp�� halo.Cum011nna Plm nd—E,t Laelt-0m( Idyell Pm On15 rvol5terhtl Te Mm Ineomrtlmm wllhthe Cllt'r lWertlam EneRr POm Amhoebetl UY. 0% NA NA NA NA NA NA NA NA 0% NA 100X ' (WTO/(CCR ll111 Pmmtleru OPNtm Lmpbrm 1acYaal/Trym Pmpem. NePm'mHoo Plev Flrt A-1,PL Nol Sterletl PrtremloeM1 Chmpee.New wEmpleme 0% 0% 0% 0% .% IaJ•. 0% 100% 0% IN% to% 0% 100% 1°eeo°`Jpre wOh We Clry'e tcca lux we wnrlml.a xmw iirt Pm'enllon Pon Llammlm" Tninlnr melme ro d.. en O-OIRMI Nel emreetl Wrtl InitlYi All Emplmar OR 0% 0% 0% 0% IMI% 0% 100% 0X 100% 0% 0% 0% wm Jom lhrnuah m "' even (CCR5110) Errynmke TrigprbeE—t Won{h PM 60m mwkm 1 Iln.0 tAY uk Fbtlfw I, rx v�rnti AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT Special Claims Administration Services (Agreement No. 5862) THIS FIRST AMENDMENT to the Contract Services Agreement No. 5862 for Special Claims Administration services is made and entered into to be effective on the 1"day of July,2012 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the "City"), and Keenan &Associates, a California Corporation, (hereinafter referred to as the "Consultant") (collectively, the "Parties"), RECITALS A. City and Consultant previously entered into a professional contract services agreement for Special Claims Administration services for damage caused by a wind event in January 2012 ('Project Services") which was made and entered into on March 7, 2012 (the "Agreement') in the amount not to exceed $7,500.00, terminating on June 30, 2012. B. Section 4.4,`Term"allows for the agreement to be extended by mutual written agreement of the Parties. C. City and Consultant desire to amend the Agreement to extend the term of the contract to June 30, 2014. (Amendment No. 1) NOW,THEREFORE, in consideration of the mutual promises and covenants contained herein,the Parties agree as follows: AGREEMENT 1. Section 4.4 "Term" is hereby amended as follows: "The term of the agreement is extended to expire on June 30, 2014, but may be extended at the mutual written consent of the Consultant and the City". 2. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 3. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment,such party is formally bound to the provisions of this Amendment, and (iv)the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON NEXT PAGE] 1 IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: "CITY" CITY OF PALM SPRINGS, CA. By By�David ames Thompson, City Clerk Ready, City M�pa Date: Q��l�-�ZD43 Date: p ��j• ��j APPROVED BY CIS MANACIF� APPROVED AS TO FORM: tut tQ__ifY1d�p (VY11�1, By_ y �� `�� � CiTty Attorney Date: //3 "CONSULTANT" Keenan & Associates Date: By: h to hens nior Vice President Date: ' ard Secretary 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT .>,-r`-_^ x�: -<• -..z�:',et!4rcnrcxc<:1.Ywrvrwx•;,ray.:9s�,'sti'Sw`5:� State of California County of ._ ndQ.I2S I On before me, J ` 5 , oa Here•curl me a Ilk o me personally appeared _ SOY.�_.._S t a]I1,BB OI S5110?3) • 1 tl who proved to me on the basis of satisfactory ,evidence to be the person(s) whose name(s)_WAre subscribed to the within instrument and acknowledged to me that 3laleheAhey executed the same in+ta'herlifieir authorized capacity(ies),and that byiris,%es heir signatuie(s) on the MICA WWCASTE11ANfJ5 instrument the person(s), or the entity upon behalf of COMM. 01864256 z which the person(s)acted,executed the instrument. Notary Public-California o Los Mgales Courtly I certify under PENALTY OF PERJURY under the laws Comm.Ea iras Sa .T 2D13 of the State of California that the foregoing paragraph is true and correct. VVI[NESS my hand andoffici/aalll ssoal. Ebro ba'Y sear SlgnatllrE!_..,�I,ii awrew --tzc OPTIONAL Though the Inlo(marion bv;vw is oa'required try law.It may prow vQhjatle to persons tuetog on Me document alxl could praeenl fonaulent removal and madachment of fhis(rum to anofner dxunent. Description of Attached Document Title or Time of Document Document Date: Number of Pages: Signans)Other Than Named Above: _ Capacity(fes)Claimed by Signer(s) Signer's Name _ .............— Signer's Name:---- Individual Individual Corporate Officer—Title(s): :Corporate Officer—Title(s). ,._..._. ..,.,. _..._. Partner—C Limited LI General Partner Limited L General Li Attorney in Fact Attorney in Fact J Trustee. :r"huI-n Here Trustee ! r�c sl I'rt••cu nnrn _I Guardian or Conservator Guardian or Conservatcr 7 Omer _..__ —__ ._.:Other:_-_._ _ I Signer Is Representing _.._._ Signer Is Representing: ..... J e2jj,o24 ka 43S'r IYYwIMwryAxuiYion•'fi'i01Y 5:10 P�.e.,M. &a2Efk^•(}'el Mn.GA 915112d1p•www.kyEw'uNw.aY[N Ilf•I Y:-O7 Roxk..Limp♦JI.ntt I f,.1� or-r&n 3 AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan &Associates (Agreement No.5862) THIS FIRST AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the 1st day of November, 2011 by and between the City of Palm Springs, a California charter city and municipal corporation(hereinafter referred to as the City), and Keenan&Associates,a California corporation (hereinafter referred to as "") collectively, the "Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the"Agreement") in the amount of$74,050 through June 30, 2012. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to perform additional on-site Loss Control services eight (8) hours a day, two (2) days per week in amount not-to-exceed $50,450 for the period July 1, 2011 through June 30, 2012. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Amendment to Section 1.1, Exhibit "A" of the Agreement, entitled "Scope of Services": Exhibit"A" of the Agreement is hereby amended to include the following additional services,which shall read as follows: SCOPE OF WORK: Consultant shall provide on-site Loss Control consulting services to the City for eight (8) hours per day, two (2) days per week. 2. Amendment to Section 3.1, Exhibit "A" of the Agreement, entitled "Compensation of Consultant": Exhibit"A" of the Agreement, concerning total compensation, is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit"A",$50,450 for the additional on-site Loss Control services for the period of July 1, 2011 through June 30, 2012, and the total compensation under the agreement shall not exceed $124,500. 3. Amendment to Section 4.2. Exhibit "A" of the Agreement. entitled "Schedule of Performance": Exhibit "A°of the Agreement is hereby amended to include the following additional provisions: "Schedule of Performance: Effective July 1, 2011 thru June 20, 2012, Consultant shall provide on-site Loss Control 1 ORIGINAL BID AND/OR AGREEMENT services eight (8) hours per day, two (2) days per week. 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein,shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Corporate Authoritv. The persons executing this Amendment on behalf of the Parties hereto warrant that(1)such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv)the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON NEXT PAGE] 2 IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: "CITY" CITY OF PALM SPRINGS, CA. �y- 7 By . ames Thompson, City Clerk David H. Ready, Ci ager Date: 0boze;l1012- Date: APP&19BY CITY COUNCIL APPR V TO FORM: By City ney Date: �¢ D� ��7--- "CONSULTANT" Keenan & Associates Date: 3 2 z L By: ),_1 Sara �EPtit�� Ca, s� .u3.pOc/� Date: �4 Tr T'PPPc�D Sec N�kc . � 3 CALIFOMIA AL4PURPOSE ACKNOWLEDGMENT State of California County on ) tare me, Y G�G He,e heirtN aMTitli personally appeared wasi a sgna(n who proved to me on the basis atisbdory evidence to be the person(s)whose name( suhscrixed to the within instrument and acknowJiaS4ad to me that (jDilley executed the in l6gbrpb auth orized- aurized SMA capacity(ies), and that b 11erkgaicsignaiure(s)on the BRAD MEINDERT instrument the person(s), or the amity upon behalf of Commission # 1962205 which the person(s)acted,executed the instrument z sae Notary Public-California z z Orange County s I certify under PENALTY OF PERJURY under the laws My Comm.Expires Dec 1,2015 l of the State of California that the foregoing paragraph is true and correct. WITN Signature pwm Ninry Sail A00'Y agmau d W" OP77ONAL Though the edormatort hebw is not re9uAed by law,h mete prow Made ro persms ralvft on Me docurnem and could prevent haudubnt rehr owd and readschmen#of tqs form to arhothar document. Description of Attached//A���DD��.ocumen �M ` I / (/ Title or Type o1 Document:�t a 1 Y C/ i I i'a ( �n v-1 re— Document Date: Number of 40W. u Signers)Other Than Naned Above: Capacity(lea)Claimed by Signer(s) Signer's Name: Signers Name: ❑ Individual ❑individual ❑ CorporateOffieer—Title(s): ❑Corporate Officer—Trials): ❑ Partner—❑Limped O General ❑Partner—❑Limited O General © Attorney in Fact Too mw�u sere ❑Attorney in Fact roc of evarn oars ❑ Trustee ❑Trustee ❑ Guardian or Conservator ❑Guardian or Conservator ❑ Other. ❑Other: Signer Is Representing: Signer Is Representing: orwrN,u�iNdin •a�odxsoea..,ro.hsmaaoz.a�u,.uedstaeiox..m�.lsson.Hder.ie nmiata neadrh:tnai.r�i-0oo-emun 4 CONSULTING SERVICES AGREEMENT Keenan & Associates—Special Claims Administration THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on March 7, 2012, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Keenan & Associates, a California corporation, ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a third party administrator to coordinate and process the City's insurance claim ("Claim") for damages caused by a wind event in January, 2012 ("Project Services"). B. Consultant has submitted to City a proposal to provide Project Services 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 Services. D. City desires to retain the services of Consultant for the Project Services. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide the Project Services to City. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. 1.1.1 The Project Services shall be limited to providing general advice and consultation to the City regarding the strategic management of the Claim. Consultant shall have no responsibility for the reporting of the Claim to the carrier or direct administration of the Claim. Consultant shall have no authority to take any action on behalf of the City with respect to the Claim, including without limitation, investigation of the Claim or the participation in and/or negotiation of the settlement of the Claim. The Project Services may include an evaluation of the actions and/or performance of the City's insurance carrier, investigator, attorney, or other vendor involved in the management of the Claim (collectively the "Claims Vendors"). Notwithstanding the foregoing, except as may be expressly authorized by the City in writing, Consultant shall have no right or responsibility to direct or control the actions of any Claims Vendor. _. ..l;iiVAL aft) ::, tDJOR AGREEMENT ] Revised'.6/16/10 720599.1 1.1.2 Consultant shall not provide any legal, tax, or accounting service, advice, or opinion, and the Project Services shall not be interpreted as representing any such service, advice or opinion with respect to the Claim. 1.1.3 Consultant shall not be responsible for any delay in its performance that results from the failure of the City, the Claim Vendors, or any person acting on behalf of any of them to make available to Consultant in a timely, complete, and accurate manner, any information that is necessary for the performance of the Project Services 1.1.4 Consultant shall cooperate with and take direction from the City's counsel regarding any necessary steps to be taken in order to effect or preserve any legal privilege regarding any information or communication about the Claim. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 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. Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit"A". The total amount of Compensation shall not exceed $7,500.00. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice 2 Revised:6/16/10 720599.1 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 Project Services 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. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed and completed by June 30, 2012 or such later date as the Contract Officer may authorize or approve. 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 two (2) months, commencing on March 7, 2012, and ending on June 30, 2012, 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 3 Revised:6/16/10 720599.1 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: Steve Moccardini, Vice President. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: 4 Revised 6/16/10 720599.1 Steve Moccardini Vice President Ron Schaudt Senior Claims Examiner 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, 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. 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. 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. 5 Revised:6/16110 720599.1 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. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the 6 Revised:6/16/10 720599.1 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 Le¢al Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. No officer or employee of the City shall have any direct or indirect financial interest in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects their financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. 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, national origin, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. 7 Revised:6/16/10 720599.1 To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Keenan &Associates Attention: John Stephens 901 Calle Amenecer#200 San Clemente, CA 92673 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. g Revised:6/16110 720599.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: yZ By:� c �� David H. Ready City Manager APPROVED AS TO FORM: ATTEST By: By. air, Dougl s . Holland, ames Thompson, City Attorney City Clerk O 10' Z ` 5/ "CONSULTANT" Keenan&Associates Date: 3ZLz //L By : w S ephens Senior Vice President Date: K '_ Pip�ard Secretary _ 6a APPROVED BY CITY MANAGER foot To Exceed $ Without The Express Written 1�✓00, Ameba Authorization Of The City Manager. q Revised:sn sn 0 720599.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ........................................................................, State of California County of Orange } ss. On r before me, Brad Meindertsma , Notary Public, personally appeared o LM _S4e d hyn 5 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s is subscribed to the within instrument and acknowledged to me that e�i heFtheq executed the same in�hi�s�{t�ieir authorized capacity(ies), and that by s r signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. - - - - - - - - - - - - - WITNESS hand d OfflClal Seal. BRAD MEINDERTSMA Commission X 1962205 .+ Notary Public-California i Z(= Orange County M Comm.Ex Tres Dec 1,2015 ure ............................................me..........................� OPTIONAL INFORMATION Date of Document /�� Thumbprint of Signer Type or Title of Document L(/ ` r; Number of Pages in Document Document in a Foreign Language Capacity of Signer: Individual Corporate Officer—Title(s): Partner—❑ Limited ❑ General Attorney In Fact Trustee Guardian or Conservator Other: Signer Is Representing: EXHIBIT "A" Schedule of Fees Property &Liability Claims Administration Rates for the City of Palm Spans VP/AVP/Claims Manager $90/hour Senior Claims Examiner $85/hour Claims Examiner $75/hour Expenses 42% of hourly billings Minimum per file charge One hour Revised:6/16/10 720599A 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:6/16/10 720599.1 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. Consultant shall notify City within three (3) days following its first notice or awareness of any actual or proposed termination or cancellation of, or material change in the required insurance coverage. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of 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 13 Revised.6/16110 720599.1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. " or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. " or 'for any and all work performed with the City" may be included in this statement). 3. 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. 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. 14 Revised:6116110 720599.1 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. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 15 Revised:6/16/10 720599.1 CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan& Associates THIS AGREEMENT CCU-CONSULTING SERVICES (the "Agreement') is made and entered into this ) day of 2009, by and between the City of Palm Springs, a California charter city and rn nic al corporation ("City"), and Keenan & Associates, a California corporation, ("Consultant"). RECITALS A. City requires the services of a professional consultant to provide Loss Control and Regulatory Compliance Services, ("Project"). B. Consultant has submitted to City a proposal to provide Loss Control and Regulatory Compliance Services, to City pursuant to the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified to provide the necessary services to City for the Project and desires to provide such services- D- City desires to retain the services of Consultant for the Project. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to retain and does hereby retain Consultant and Consultant agrees to provide services to the City as follows: AGREEMENT L CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide Loss Control and Regulatory Compliance services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated herein by reference (the "services" or "work"), which 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 in accordance with all standards prevalent in the industry. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern- 1.2 Compliance with Law. All services rendered under this Agreement shall be provided by Consultant in accordance with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations promulgated thereunder. 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. Revised:M3l07 5u7G7g,� I f 1.4 Farniflarily 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. For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit"A," which total amount shall not exceed S74,050. 3.2 Method of Payment. In any month in which Consultant wishes to receive paysient, Consultant shall no later than the first working day of such month, submit to City in the form approved by City's finance director, an invoke for services rendered prior to the date of the invoice. Payments shall be based on the hourly rates as set forth in Exhibit "A" for authorized i services performed. City shall pay Consultant for all expenses stated thereon, which are approved by City consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/'Work is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional fees. An amendment may be entered into: A- To provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; 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 therefore by the City Council of City for each fiscal year covered by the Agreement. If such appropriations arc not made, this Agreement shall automatically terminate without penalty to City- 4. PERTORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 9 Revised:3123107 �507G3 ] l f f 4.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit"A." The extension of any time period must be approved in writing by the Contract Officer. F 4.3 Face Maieure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not limited to, acts of ' God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, f! quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Consultant shall within ten(10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain 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, and 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 9.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three years (FY 09-10, FY 10-11, FY 11-12), commencing on July 1, 2009, and ending on June 30, 2012, unless I extended by mutual written agreement of the parties. 9 5. COORDfNATJON OF WORK 5A Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf ` with respect to the services and work specified herein and make all decisions io connection therewith: John Stephens, Senior Vice President_ It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement_ Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. 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. It shall be the Consultant's responsibility to keep the Contract Officer, or his/her designee, fully informed of the progress of the performance of the services and Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer_ 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement Therefore, Consultant sIrall not contract with any other individual or entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. ] Rcwncd:3123107 507639^_ 5.4 Independent Contractor. Neither City nor any of its employees shall have any 1 control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as as 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. i 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services set forth herein. 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 persomiel assigned by Consultant by providing written notice to Consultant. Name: Title: Jahn Stephens Senior Vice President Marco Guardi Assistant Vice President, ,Loss Control 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in Exhibit"B,"which is attached hereto and is incorporated herein by reference_ 7. 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, officcrs, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages; demands, orders, penalties, and expenses including legal costs and attorney fees (collectively"Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law of ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives; and agents, which Claims arise out of or are related to Consultant's performance under this Agreement, but excluding such Claims arising from the 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 hereunder. - 4 Revised:3)23(07 5076392 I I I I 8. RECORDS AND REPORTS 81 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 8.2 Records. 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 perfomrance of such services. -The Contract Officer shall have full and tree 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 and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and 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 hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. 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 and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years £corm the date of final payment for inspection by City and copies thereof 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 Counuy 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 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 5 Ra�,Sad;T1 V07 5076392 f f i for approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement" 9.3 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 arc cumulative and 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. E9.4 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" 9.5 Termination Prior to Expiration of Term" City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant, except that where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period ofnotice 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 hereunder 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 Offloer thereafter. Consultant may temunate this Agreement, with or without cause, upon thirty (30) days written notice to City. 10. CITY OFFICERS AND EMPLOYEES; NON-DISCI IMYNATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the teens of this Agreement. 10.2 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,national origin, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication 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" Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72)hours from the time of mailing if mailed as provided in this Section. 6 Rcwucd:323107 SU7639,2 ! E ! i To City: City of Palm Springs Attention: City Manager/City CIerk 3200 E. 'f ahquitz Canyon Way Palm Springs, California 92262 To Consultant: Keenan &Associates Attention: John Stephens, Senior Vice President 901 Calle Amanecer, Suite 200 San Clemente, CA 92673 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 11.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 11.4 Severabilitv. 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 cant'out the intent of the parties hereunder. 11.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. (SIGNATURE PAGE SEPARATELY ATTACHED] ACHED] 7 Revl;ed=3123i07 507639,2 f I k IN WITNESS WHEREOF the parties have executed d this Agreement as of the dates stated below. 4car, City of Palm Spriu-S Date: NUBy: 2� ° David H. Ready City Manager APPROVED BY CITY COUNCIL APPROVED AS TO FORM: ATTEST °(�%lam✓/ � _ -- --- - _By: �Vmil/ 7/�✓4 Don&tas`C_ Holland, nes Thompson, City/Attorney City Cleric _ "CONSULTANT" Keenan &Associates _ Date: By : O`--t-J C. STEP"l l� Date: (secretary) 8 Revised.3123107 M7G39 2 i CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT tt State 0 California E County of t� On 2 before mo, o �}�,e N..rt"iJanre n iEu rmi 3iEi{ personally appeared - YT,�jvl�' I who proved to me on tha basis of safislactory evidence 10 be the perso w oso namg(s):�re subscrbed to the In instrument and acknow ged to me that h alihahhaveexecuted the saQe rn erAheir aulhorlmd 'msP ntent llle�p that by hy upon 6 h behalf t he or the emit of JAMES PAK which the perso Commission 1843747 ac[ed,executed the instrument ! Notary Public•California I certify under PENALTY OF PERJUW under the laws Orange County of the State of California that the foregoing paragraph is Comm.Ex Ina May 6,2013 true and correct_ WITNESS my han eal. Signature PN[o 1a4 ry5,ul ALwo ��„ Y,� OP77ONAL Though the wormariaar below is not mgtdrerdW tans It may pmyy vatuatV910 persons ralylnn an the dscuarent and mould prevent fraudulent ea aml And nmftchment of this fprm to arrvtnot doorman!. Description of Attached Documen Tltla ar7ype el document: p� �Y S Document Otte; Number of PagriS; Slgnar(s)Olher Then Named Above: Capaclty(les) Claimed by Signer(&) Signer's Name. m 6V1�Vr (_.• Slgneft Nae: 0 Individual �� ❑Incrividual �Cerpvrate Officer—Td10(c): ❑Corporate Ofcer— hfer): J Partner_-.❑Limited DGenelai ❑ L.General r] Attorney in Fact •• - - mey ey in Fact 0 Tnastza TWO mumb tie \ M Tnrys:ee (Top or IrMT nam d Guardian or Conservator ❑Guardian of Conservator 11 ❑ O[her_ ❑ether: Signor Is Flop Ing: Signer Is Representing' msw/WYawlHoar7•A¢YWaMn-SYW oq sayµp,r'�1e-ttypy-gnbreih.CA B151'S:A@-xnwt.MkwvCJornrypy Iron+:iPr pwNareel TabFvet�o-x7t�7 9 Revlsed:3123,07 507639.2 I fI EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, i Schedule of Fees I And Schedule of Performance 1 p Revised:312310 ID76393 I CITY OF PALM SPRINGS Loss Control. Sendce Proposal Amendment to Broker Contract February 20,2009 Pxesented.8y John Stephens, Senior Vicc President Property& Casualty Practice Leader jstephensga.keen_ anx Marco Guardi, ARM, MPA Assistant Vice President—Boss Control mbuardi(a.kcenan.com Keenan & Associates 901 Calle Amariecer, Suite 200 Sari Clemente, CA 92673 949-940-1760 (Phone) 949-369-0324 (Pax) �=cm>n n Mrpx.t¢ Len,ic RW>IL11 i CITY OF PALM SPRINGS Rent A Safety Professional (RASP) Program The City of Palm Springs has asked K enan&Associates to provide a loss.control proposal to assist the City meet its regulatory obligations. We are pleased to provide the following proposal which outlines Loss Control services that will be provided. The services listed are customized to help the City understand and develop a strategy to meet the various regulatory requirements in the most efficient, cost effective manner. The program services were developed based on the information provided by the City and discussions with Captain Ventura from the City's Fix(-Department. Keenan will assign a dedicated Toss Control consultant co the City and this Consultant will be responsible for ensuring the services listed in this program are provided as well as any other mattets related to this program. Although the Consultant may Provide many of the services to the City, other consultants with specialized azeas of expetuse may be called upon to provide some of the services. The goal of this service program is to assist the City with establishing an efficient and effective safety program. The program primary goals are: • Assist the City with Cal/OSHA and Fed/OSHA compliance • Raise awareness oftegulatory responsibilities • keep City abreast of regulatory changes and their potcutial impacts to City operations ■ Reduce the Frequency of Work Related Injuries The success of the program, in large part, will depend on the comunitzncnt of the City. By accepting this pzogtam the City agrees_ • It is demonstrating its commitment to providing a safe and healthful workplace for employees • To designate an individual to coordinate and facilitate the program services with the Consultant To facilitate a focused safety program and safety culture, the assigned Consultant will assist organiziug and paxticipating in City Safety Committee- meetings. The City will be responsible for establishing the make-up of the committee and the frequency of meetings and the Consultant, in cooperation with the City, will identify topics for meeting agendas and prepare support documentation for the meetings. K=m h.4aoner. Ucen:e IIOa'.ni If i PROGRAM SERVICES 1. Compliance Needs Assessment Evaluate the City's operations to determine the application of and compliance status with Cal/OSHA:regulations. This will be achieved by_ a. Comprehensive review of current written compliance programs and plans;health and safety policies and procedures b. Field verification of current program, plan, policy and procedure implementation thtoughout City operations; c. Assessment report identifying program, plan, policy and procedure deficiencies 2. Corngliancc Program Plan. Polio and Procedure nevelopmene If it is detetnined existing City programs, plans, policies and procedures are not incompliance, Keenan will modify or amend them accordingly with input from the City. If it is determined that required written compliance programs, plans, policies and procedures are not is place, they will be provided and customized specific to the City's operations. Plans to be reviewed, evaluated and amended include but axe not limited to: InNuri&—allnessPrevention .. Lockout/Tagout Plan - .,. Repetitive Motion Injury. Plan PreventionPlan Hazard Communication Plan Con-fined Space Entry Plan Hearing Conservation Plan ... Bloodbarne Pathogens Respiratory Protection Plan Heat Illness Prevention Plan Exposure.Control Plan. Additionally,Keenan wiU provide consulting services necessary to assist the City successfully implement such programs,plans, policies and procedures to achieve compliance with Cal/OSHA regulztions as well as reduce the number of injuries. 3. hazardous Material Inventory Chief Ventura from the City's Fire Department suggested we include Hazardous Materials Irxventory as the City apparently has not done this for several years. An inventory of hazardous nhatexlal used by and stored at city fuciliries, will be conducted annually- This inventory will, assist with the City's compliance towards Cal/OSMA's Hazard Communication regulation. Upon completion of the inventory,the City will receive a report outlining the material name and quantities used and scored at each city facility. This inventory will serve as the foundation for compiling and distributing Material Safety Data Sheets (MSDS) throughout the City facilities using LCeenan's Online MSPS system, a feature of the Hazardous Material Inventory service. Gwue!loy51v! E I f 4. Employee TrainWg In conjunction with the Program Services ##1 and #2 outlined above, Keenan will provide six (6) oac-hour training sessions annually. All trainittgs will be provided on dates and times convenient for the City. All ttainings will be conducted by Keenan Loss Control Consultants who are members of the American Society of Safety Engineers. Suggested training topics include but are not limited to: Accident Investigation Forklift,Aerial,&Boomlift , Hearing Conservation PathogenCeitification (Certified Instructor Asbestos Awareness Grounds Heat Illness Prevention Bloodborne .. Control Prevention Program) Custodial Hazard Communication Ladder safety iElectrical Safety Hazardous Waste Management Library Ergonomics Personal Protective Equipment Machine GLI.Irdin- Fire Safety Health and We,liness LockoutTTagout r safety/jobSelf Inspection Back ergonomics,bus drivem,maintenance NSC instructors) ...(preventing back injuries, ..strains,sprains) Utility Cart Sexual Harassment Workplacii Violence Addendum to Broker of Record Agreement In conjunction with the City's Broker of Record agreement with Keenan&.Associates, the services described above will be provided through an addendum,to the agreement as follows: Policy Year2009/2010 $32,250 Policy Year 2010/2011 $24, 250 Policy Year 2011/2012 $17, 550 o fees include Professional Time,Preparation and Scheduling,T'iavel Time, Follow Up Analytical Reports and Clerical Support/Wozd Processing. The structure above reflects the greater effort expended in Policy Year 2009/2010 to review, develop and establish programs, plans, policies and procedures- In anticipation of establishing programs, plans, procedures and policies, activities in Policy Year 2010/2011 will focus on implementing and ensuring the effectiveness of these items. Activities in Policy Ycar,2011/2012 will mainly focus on maintaining the City's safety ptogram and treasuring the program's success. Kam.&n,.•a,'r rkK nansan EXIIIBIT "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) M1659,2 >> Revised,3123/D7 Insurance Consultant shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, in a form and content satisfactory to the City, 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 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 extension thereof, and shall not be cancelable without thirty (30) days advance written notice to City of any proposed cadcellation. 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 Consultaut's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers_ A. Minintum_Scope of Insurance. The minimum amount of insurance required hereunder 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; and, 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. For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects 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 contribution it may have against City,its elected officials, officers, employees, agents, and volunteers- B. Errors and Omissions Covera c. 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 507639.2 12 Revised:3123W i 1 the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier, or equivalent coverage with another company, 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. C. Sufficiency of Insurers. Insurance required herein 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 13+•k, Class VII, or better,unless otherwise acceptable to the City. D. '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_ '711is insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. " or 'for any and all workperformed with the City" may be included in this statement). 3. "Should any of the above described politics be canceled before the expiration date thereof, the issuing cornpany 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. -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. 13 Rcviscd:2123/0' 501639.? 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. E, 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 the insurer shall reduce or i eliminate such deductibles or self-insured retentions as respects the City, its elected officials, officers, employees, agents, and volunteers; or, 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. V. 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_ 14 0123107 507630.2