HomeMy WebLinkAboutA5859 - INNOVATIVE INTERFACES FOR POLARIS LIBRARY SYSTEMS wee
111 innovative
World Headquarters
5650 Shellmound Way
Emeryville, CA 94606
+1 510 655-6200
April 12, 2015
Jeannie Kays
Palm Springs Public Library
300 South Sunrise Way
Palm Springs, CA 92262
Dear Jeannie:
As you are likely aware, Innovative Interfaces acquired Polaris Library Systems in 2014. With the
acquisition of Polaris by Innovative, we are now able to offer our valued academic and public library
customers access to an even fuller suite of best-in-class ILS products and services.
We are writing to advise you of coming changes to how you are invoiced for Polaris products, as well as
how you would order additional add-on products and services from Innovative. These changes do not in
any way impact your service, or existing contract rights. All contractual terms and conditions existing in
your Polaris contract remain in full force and effect.
The 2 key changes for our legacy Polaris customers are as follows:
1) Legacy Polaris customers will begin to receive invoices payable for their products and
services from Innovative, as opposed to Polaris; and
2) In regard to orders for new add-on products and services, legacy Polaris customers would
order such products and services from Innovative, as opposed to Polaris.
To assist you in managing the transition to billing by and payment to Innovative, we have attached a copy
of our vendor billing and payment instructions, as well as a completed Form W9.
Finally, as part of our transition to billing by and payment to Innovative, we are writing here to request
that you review, execute and return to us a signed copy of the attached Assignment Agreement. Your
return of the signed Assignment Agreement will help to ensure that the changes in invoicing, payment
and product fulfillment described above occur smoothly and without difficulty.
Innovative is committed to ensuring that you enjoy the highest level of customer satisfaction and
fulfillment. To this end, if you may have any questions or concerns about any of the above,please do feel
free to contact me directly.
Once again, thanks for your continued support and patronage of Innovative.
Sincerely,
Russell L. Boltwood
General Counsel
Innovative Interfaces Incorporated
VENDOR AND PAYMENT INFORMATION
INNOVATIVE INTERFACES,INC.
OFFICIAL VENDOR NAME:
Innovative Interfaces, Inc.
5850 Shellmound Way
Emeryville, CA 94608
United States of America
PAYMENT INFORMATION:
1) For electronic payments:
Bank of America, N.A.
ARA/Routing Code: 026009593
SWIFT CODE: BOFAUS3N
Beneficiary: Innovative Interfaces Incorporated
Beneficiary Account Number: 1416200046
2) For payments by check sent by regular mail:
Innovative Interfaces, Inc.
P.O. Box 74008010
Chicago, IL 60674-8010
3) For payments by check sent via FedEx and/or UPS:
Innovative Interfaces, Inc.
540 W. Madison, Floor 4
Chicago, IL 60661
ASSIGNMENT AGREEMENT
between
GIS INFORMATION SYSTEMS, INC. DOING BUSINESS AS POLARIS LIBRARY
SYSTEMS ("Polaris"),
INNOVATIVE INTERFACES INCORPORATED,
-and-
PALM SPRINGS PUBLIC LIBRARY
(the "Library")
Collectively referred to as the "Parties".
WITNESSETH:
WHEREAS the Library and Polaris entered into an Agreement(s).
The Parties agree that the original Agreement(s) in its entirety, and all rights, duties and
obligations of the Parties thereunder, shall be transferred from Polaris to Innovative Interfaces
Incorporated.
All legal notices for Innovative Interfaces Incorporated should be addressed to the following:
Innovative Interfaces Incorporated
5850 Shellmound Way
Emeryville, CA 94608
Attn: Legal Department
This agreement may be executed in counterparts.
WHEREAS this Assignment Agreement is effective as of the date of the last signature as written
below, and is herewith incorporated into the original Agreement(s).
IN WITNESS WHEREOF, the Parties have executed this Assignment Agreement as of the date
last written below.
PALM SPRINGS PUBLIC LIBRARY
—, APP O AS TOFOW
By; .rL �_:� ;
Name: ATMMU
Title:
Date:
GIS INFORMATION SYSTEMS, INC. DOING BUSINESS AS POLARIS
LIBRARY SYSTEMS
By: APPROVED BY CITY MANA//G��,,ErrRl
Name: Sandra L. Curry Q
Title: Chic Financial Of racer
Date: ATTEST:
INNOVATIVE INTERFACES INCORPORATED ity Clerk
By: �.
Name: Sandra L. Curry
Title: Chi F'ancia
Date: l Officer
�/ j
CITY OF RALv,5RRINGs
COX 2z4
Re�jj sPRoties,C� 225',
POLARIS
Integrated Library System
CONTRACT
FOR HOSTED SERVICES
June 2nd, 2009
Palm Springs Public Library,
Palm Springs, CA
Polaris Library Systems
PO BOX 4903 a SYRACUSE, NY 13221-4903
1-800-272-3414 . FAX 1-315-457-5883 •
http,//www.polaristibrary.com 03
612/09 Palm Springs Public Library Hosted Services Contract Page 1 of 18
Poems
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THIS AGREEMENT,is made between GIS Information Systems", Inc,doing business as Polaris Library Systems(a
qualified Subchapter S subsidiary of The Croydon Company, Inc.,)a corporation organized under the laws of the
State of New York,with its principal place of business at 103 Commerce Boulevard, Liverpool, New York(herein
after referred to as "Polaris"), and the Palm Springs Public Library, 300 South Sunrise Way, Palm Springs, CA
92262 (hereinafter referred to as"LIBRARY').
WITNESSETH:
WHEREAS, Polaris has developed a computerized system (hereinafter referred to as"Polaris ILS"AID)consisting of
hardware and software and related services, and the LIBRARY intends to purchase and/or license such
hardware, software and related services at its location(s);
NOW, THEREFORE the parties mutually agree as follows:
1. Definitions
1 A, "Hosted Services"shall refer to the services listed and set forth under Schedule B herein and which may
be modified, added to, or replaced during the tern of this Agreement.
1.2. "Polaris ILS Software' shall refer to all hosted and client applications proprietary to Polaris and provided
by Polaris to the LIBRARY under this Agreement.
1.3. "Polaris ILS Hardware" shall refer to the hardware under the control and ownership of Polaris which is
used to provide the Polaris ILS Software and Hosted Services; and which hardware may be modified,
added to, or replaced during the term of this Agreement provided that the performance thereof is not
thereby caused to degrade.
1.4. "Polaris ILS Software Materials"shall refer to any machine readable or printed material, including but not
Limited to documentation stared on CO, On-Line Help files and hard-copy guides,which are designated by
Polaris as available under license to libraries who have licensed the Polaris ILS Software to which those
materials relate.
1.5. "LIBRARY Equipment" shall refer to the hardware and software, including, but not limited to, those
components that enable access to the Internet,which the LIBRARY is required to have in use in order to
use and enable the Polaris ILS Software and Hosted Services to be provided in accordance with this
Agreement,and which may be provided independently by the LIBRARY or which may be purchased by the
LIBRARY as part of this Agreement.
1.6. "Network"shall refer to all communications hardware and software under the control and ownership of
Polaris, and which may be modified, added to, or replaced during the term of this Agreement provided
that the performance thereof is not thereby caused to degrade.
1.7. "System"shall refer to the Polaris ILS Hardware, Polaris ILS Software and Network as the same operate
together in the provision of the Hosted Services
1.8. "Operational Date" is defined as the day on which Polaris and the LIBRARY shall mutually declare in
writing use of the Polaris ILS Software and Hosted Services as provided under this Agreement to be
available to the LIBRARY.
2. Furnishing of Deliverables
Based on the statistics in Schedule A,which the LIBRARY agrees are reasonably correct as of the date of
this Agreement, Polaris will provide Services as detailed in the following Schedules at the fees indicated
in Schedule D:
Schedule B: Hosted Services C�k
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POLARIS
Schedule C: Polaris ILS Software
Schedule D: Cost Summary
Schedule E: Enhanced Data Content for PAC
Schedule F; PC Workstation Requirements
3, Installation Schedule
3.1.Following the signing of this Agreement, the LIBRARY and Polaris will. mutually agree on an
Implementation Plan which shall include, but not be limited to, identification of all required tasks, a
timeline of al(required tasks,an indication of which party is responsible for completion of each task,and
expected duration of each task. Upon completion of implementation,both parties shall mutually agree to
an operational Date pursuant to Article 1.8. herein.
4. Term and Termination
4.1. This Agreement is effective upon final signature and for an initial term ending one (1) year from the
Operational Date. It shall then be renewed automatically for one-year periods unless the LIBRARY
notifies Polaris of its intention not to renew at least ninety (90) days prior to the expiration of the
original or any extended term.
4.2. If either party is considered to be in material breach of any of the terms and conditions of this
Agreement, the aggrieved party shalt give written notice thereof, including a reasonably detailed
statement of the nature of such alleged breach,to the other party. The party considered to be in breach
of this Agreement will have thirty(30)days after notice is received to cure such breach,or, If the breach
cannot reasonably be cured within thirty(30)days,the party shall provide a written estimate of the time
needed to cure such breach, shall commence to cure such breach within ten(10)days of notice from the
aggrieved party and shall diligently continue to prosecute such cure to completion. If the party
considered to be in breach fails to cure, commence to cure in timely manner,or diligently prosecute such
cure to completion, the aggrieved party, at its option, shalt be entitled to terminate this Agreement or
suspend its performance under the Agreement for as long as the breach remains uncorrected, and avail
itself of any and all remedies available under this Agreement, at law or in equity.
4.3. In the event either party becomes insolvent or voluntarily or involuntarily bankrupt or a receiver,
assignee or other liquidating officer is appointed for all or substantially all of the business of either party,
or if either party makes an assignment for the benefit of creditors, then the other party, at its option
may immediately terminate this Agreement by notice to the offending party to that effect. In no event -
shalt this Agreement be assigned or assignable by operation of law or by voluntary or involuntary
bankruptcy proceedings or otherwise, and any such assignment or attempted assignment shalt be void
and in no event shall this Agreement or any rights or privileges hereunder be an asset of either party
under any bankruptcy, insolvency or reorganization proceedings.
4.4. Subject to the conditions of Article 4.2, if this Agreement is suspended or terminated by the LIBRARY,
whether for cause or convenience, then, effective upon the date of suspension or termination, the
LIBRARY shall be relieved of further payment obligations, and shall be liable for payment only for those
Hosted Services satisfactorily received prior to the date of suspension or termination. If this Agreement
is terminated, any pre-paid Software Maintenance and Hosted Services fees shall be refunded to the
LIBRARY to the date of termination on a pro-rated basis. If this Agreement is mutually reinstated, then
the LIBRARY shall reassume its payment obligations.
5. Return or Destruction of Licensed Software
If this Agreement is terminated,whether for cause or convenience,and the right to continued use of the
Polaris ILS Software and Software Materials under the conditions set forth herein is withdrawn, then all
Polaris ILS Software and Software Materials must be returned to Polaris, or if so requested in writing by
Polaris, destroyed. Within one (1) month after the date of cessation or termination of any license
granted hereunder, the LIBRARY will furnish to Polaris if requested, a certification that through the
LIBRARY's best efforts and to the best of the LIBRARYs knowledge, the original and all copies of the
6/2/09 Palm Springs Public Library Hosted Services Contract Page 3 of 18
PO ARTS
... .1.1,� '1L II
Potarls ILS Software Materials received from Polaris or made in connection with such license have been
returned or destroyed. This requirement will apply to all copies in any form, including translations,
whether partial or complete, and whether or not modified or merged into other software materials as
authorized herein.
6. Payment
6.1. Costs for the initial term of this Agreement are enumerated in Schedule D herein. Unless specified
elsewhere in this Agreement, unit costs for Polaris Software and Services will be held at the quoted
rate(s) for 1 year from the execution of this Agreement. Costs for additional Third Party software,
hardware and services are subject to change and will be quoted at the then current rate.
6.2. Payment for deliverables shall be made on the Operational Date.Subsequent payments will be made on
the annual anniversary of the Operational Date.
6.3.Payment in full on all invoices is due according to the terms of this contract or within 30 days of the
invoice date,whichever date is later. Within twenty(20)days of receipt of the invoice,the LIBRARYmay
serve Polaris with written notice disputing any charge. If the dispute is not resolved within twenty-five
(25)days of receipt of said written notice, then either party may file for arbitration.
6.4. In the event that payment Is not made in full according to the specified terms, a service charge will be
added to the undisputed balance after deducting all payments and credits. For any payment considered
past due and undisputed by the LIBRARY,the LIBRARY agrees to pay interest at 1%per month(effective
annual rate of 12%)on the unpaid balance or the highest rate permitted by law, whichever is less.
6.5. If failure to pay according to the terms of this Agreement causes this account to be assigned for
collection, or causes legal action to be taken, the LIBRARY agrees to pay all costs of collection incurred
by Polaris, including court costs and reasonable attorney fees, if the LIBRARY is found to be at fault.
6.6. In the event the Operational Date is other than the first day of the month, the Hosted Services fee will be
prorated accordingly.
Any third party subscription service fee witl be subject to review,and possible change,on an annual
basis commencing one (1)year from the Operational Date.
The Software Maintenance and Hosted Services fee Is subject to change annually, such change
commencing one (1)year from the Operational Date and effective upon one hundred and twenty
(120) days written notice to the LIBRARY,
Fallowing the initial term of this Agreement,and upon receipt of notification of any such change in the
Software Maintenance and Hosted Services fee, the LIBRARY may, with ninety (90) days prior written
notice, terminate this Agreement upon the effective date of such increase. Otherwise the new fee will
become effective upon the date specified in the notice.
6.7. Polaris reserves the right to offer new goods and/or services at any time during the initial or extended
term of this Agreement. Where such goods and/or services involve a one-time and/or an ongoing fee,
Polaris shall provide the LIBRARY with ninety (90) days written notice of any such offer.
7. Licenses
7.1 Polaris hereby grants to the LIBRARY a non-exclusive, royalty free license during the term of this
Agreement to use the Polaris ILS Software,the Polaris ILS Software Materials,and any ancillary software,
solely in conjunction with the Hosted Services as defined In this Agreement. It is declared that the
LIBRARY shall have no right to use the same for any other purpose or at any other time.
7.2. No title to or ownership of the Polaris ILS Software or Polaris ILS Software Materials is transferred to the
LIBRARY, and they remain the proprietary property of Polaris-
7.3. All licensed Polaris ILS Software and Polaris ILS Software Materials contain Polaris proprietary l�s
6/2/09 Palm Springs Public Library Hosted Services Contract Page 4 of 18
POLARIS
information, use of which is limited by the licenses granted in this Agreement. The LIBRARY shall not
allow the Polaris ILS Software or any portion thereof,to be reverse compiled,disassembled, or in anyway
altered. The LIBRARY shall not modify any licensed Polaris ILS Software in machine-readable form nor
merge such Polaris ILS Software with other software programs_The LIBRARY will not disclose or otherwise
make available,except as required bylaw,any licensed Polaris ILS Software Materials in any form to any
third party except to the LIBRARY's employees, or to agents directly concerned with licensed use of said
materials.The LIBRARY may customize Software Materials and on-line help files,but Polaris disclaims any
responsibility for their maintenance.
7.4 Polaris may terminate all proprietary licenses granted hereunder and require return of the Polaris ILS
Software Materials upon written notice to the LIBRARY if the LIBRARY fails to comply with these terms
and conditions.
8. The LIBRARY'S Responsibilities
8.1. The LIBRARY acknowledges the PC Workstation requirements set forth under Schedule F herein,and will
assume responsibility for purchasing, installing, configuring and maintaining all other hardware
components necessary, including but not limited to-
hardware Firewall.,
antivirus software,
LIBRARY-specific network components and connectivity,
PC Workstations and maintenance,
Scanners and maintenance,
Printers and maintenance,
Uninterruptible Power Supplies,
cables,
The LiBRARY will also assume responsibility for determining, in consultation with Polaris,the viability of
existing LIBRARY Equipment in conjunction with the System.
B.Z, The LIBRARY shall designate no more than two(2)key personnel to act as Polaris'sole point(s)of contact
with the LIBRARY following execution of this Agreement.
8.3. The LIBRARY is responsible for providing and maintaining an Internet connection with sufficient
bandwidth for reliable operation and support. If required, the LIBRARYwitt provide Polaris with reliable
and immediate remote access via the Internet to any LIBRARY Equipment that directly or indirectly
affects the ability of the LIBRARY to access and use the Polaris ILS Software. This access must be
sufficient, in Polaris' sole opinion, to satisfy any on-going warranties set forth under this Agreement.
Failure by the LIBRARY to provide minimal access via the Internet may result in unresolved performance
issues and may void Polaris' obligations with respect to on-going warranties.
8.4. The LIBRARY wilt accept responsibility for the export of all data files it wishes to migrate to the Polaris
Integrated Library System. These files will be provided to Polaris in a format in accordance with the
content and format specified in the Polaris Data Migration Guide.This document will be provided at the
beginning of your implementation, but may also be requested at any time. Deviation from the specified
format may result in additional migration fees. Data will be provided to Polaris through ftp(file transfer
protocol)or through a mutually agreed upon tape and tape backup format.The LIBRARY is responsible for
arrangements that may need to be made with the vendor of the system from which data is extracted for
the data extraction and any documentation that defines the content of the fields in the exported files.
The LIBRARY assumes responsibility for any fees that may be incurred from services provided by the
vendor for the data export and transfer to Polaris if such services are necessary. The LIBRARY assumes
the responsibility of conducting communication between Polaris and other vendors, as necessary, to
assure that all conditions for proper file export and transfer are met.
M. The LIBRARY will accept responsibility for the data concerning the LIBRARY's system profile and system
parameters that it has provided to Polaris based on guidelines for the profile and parameters set by 7
612/09 Palm Springs Public Library Hosted Services Contract Page 5 of 18
POLARIS
Polaris.Polaris agrees to provide prompt written notice of any material discrepancy of which it becomes
aware between data provided by the LIBRARY and data required for effective functioning of the Polaris
Software. Polaris disclaims all responsibility for the use or function of the Polaris Software, or for the
results obtained therefrom.
8.6. Pursuant to Article 8.1, the LIBRARY will accept responsibility for the installation, performance and
maintenance of all third party hardware/software components on the Polaris ILS that are not supplied by
Polaris under this Agreement.Polaris may provide consultation Services or diagnostic support relating to
the LIBRARY's use of such third party hardware and software, and shall reserve the right to charge,at the
rate of$200 per hour with a minimum $400 charge.
9. Site Preparation
It is understood and agreed that the Hosted Service fee does not include any costs with regard to the
preparation of the LIBRARY site or the installation of LIBRARY Equipment.The LIBRARY shall, at its own
expense, prepare the site to house the LIBRARY Equipment, shall provide suitable electric service for
operation of said LIBRARY Equipment.
10. Privacy of Data
Polaris agrees not to use patron details such as names, addresses, etc., for any purpose other than
providing requested service to the LIBRARY and agrees not to transmit LIBRARY data to any third party,
except as requested by the LIBRARY.
11. Protection and Security
11.1.The LIBRARY will take appropriate action, by instruction, Agreement or otherwise, with any persons
permitted access to licensed Polaris ILS Software and Polaris ILS Software Materials so as to enable the
LIBRARY to satisfy its obligations under Article 7 herein.
11.2.A11 licensed Polaris ILS Software Materials contain Polaris proprietary information,use of which is limited
by the licenses granted in this Agreement. The LIBRARY will not disclose or otherwise make available,
except as required by law, any licensed Polaris iLS Software Materials in any form to any third party
except to the LIBRARY's employees, or to agents directly concerned with licensed use of the program.
Subject to the limitations of this article, the LIBRARY may make additional copies of the Polaris ILS
Software Materials,
12. Warranty
12.1.Polaris warrants that the Polaris ILS Software will perform substantially in accordance with the Polaris ILS
Software Materials in effect on the Operational Date.Polaris agrees to make reasonable efforts to correct
all reproducible material errors in the Polaris ILS Software and discrepancies between the Polaris ILS
Software Materials and the actual Polaris ILS Software performance. Polaris does not warrant that the
operation of the Polaris ILS Software and its availability to the LIBRARY via the Internet, will be
uninterrupted or error-free or that all program defects will be corrected. In addition,due to the continual
development of new techniques for intruding upon and attacking networks, Polaris does not warrant that
the Polaris IL5 Software or any equipment, system or network on which the Polaris ILS Software is used
will be free of vulnerability to intrusion or attack_
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY OTHER TYPE WHETHER
EXPRESSED OR IMPLIED, WRITTEN OR ORAL.
12.2.Polaris disclaims any responsibility for correcting any Inability by the LIBRARY to connect to the Polaris
ILS Software as a result of the failure or mis-configuration of the LIBRARY Equipment. Polaris may
provide consultation services or assistance relating to the failure or mis-configuration of LIBRARY
Equipment, and reserves the right to charge for said services or assistance at the rate of$200 per hour
with a minimum $400 charge. g
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POLARIS
13. Support Services
13.1.5upport Services constitute Software Maintenance and Hosted Services - as defined under Schedule B
herein,
13.2.15olaris ILS Software updates will be made available periodically. Polaris shall have full discretion as to
the timing and content of Polaris ILS Software updates during the term of this Agreement, Failure to
release Polaris ILS Software updates during any specific term does not constitute default on the part of
Polaris because of the continuation of the provision of Software Maintenance and Hosted Services.Given
the complexity of the library automation environment, including such factors as evolving standards,
developmental tools,and market demands, Polaris reserves the right to modify its development plan for
future releases for the best interests of its current customers, its organization (from a support
perspective) and future marketability.
13.3.Each type of program service and maintenance specified will be available unless discontinued by Polaris
upon one hundred and eighty(180) days written notice.
13.4,Polaris reserves the right to charge at $200 per hour with a minimum S400 charge for any additional
effort that results from providing services for a licensed program altered by the LIBRARY,or for support
made necessary by the failure of the LIBRARY to maintain system and network security in accordance
with industry best practices.
14. Patent and Copyright
14.1.Polaris will defend the LIBRARY against any claim that licensed Polaris ILS Software and/or Polaris ILS
Software Materials furnished and used within the scope of the license granted herein infringe a U.S.
patent or copyright and Polaris will pay resulting costs, damages and attorney fees finally awarded,
provided that: (a)the LIBRARY promptly notifies Polaris in writing of the claim, and (b)Polaris has sole
control of the defense and all related settlement negotiations.
14.2.If such claim has occurred, or in Polaris'opinion is likely to occur, the LIBRARY agrees to permit Polaris at
its option at no additional expense to the LIBRARY either to procure for the LIBRARY the right to continue
using the licensed Polaris ILS Software and/or Polaris ILS Software Materials,or to replace or modify the
same so that they become non-infringing. If neither of the foregoing alternatives is reasonably available,
the LIBRARY agrees on one (1) month's written notice from Polaris to return or destroy all copies of the
licensed Polaris ILS Software Materials received from Polaris and all copies thereof, and to receive a
refund for any monies paid for the lease of said Polaris ILS Software licenses.
14.3.Polaris shall have no obligation to defend the LIBRARY or to pay costs,damages,or attomeys fees for any
claim based upon the LIBRARY's use of licensed Polaris ILS Software that has been altered by the LIBRARY
without Polaris' express permission and in direct breach of Article 7.3. herein.
14,4,The foregoing states the entire obligation of Polaris with respect to infringement of patents or
copyrights,
15, Limitation of Remedies
15.1.For any claim concerning performance or nonperformance by Polaris pursuant to or in anyway related to
the subject matter of this Agreement and any supplement hereto, the LIBRARY shall be entitled to
recover actual damages to the limits set forth in this section. No action, regardless of form,arising out of
this Agreement, may be brought by either party more than two (2)years after the cause of action has
arisen.
15.2.Polaris' maximum aggregate liability, whether for breach of contract, breach of warranty or in tort,
including negligence, will be limited to a maximum of all monies paid in the year in which the action was
brought.
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POLARIS
153.This limitation of liability will not apply to Articles 14 and 25 herein, or to claims for personal injury to
the extent caused in whole or in part by Polaris'negligence.
15.4.IH NO EVENT WILL Polaris BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE, OPERATION, OR
MODIFICATION OF THE SYSTEM BY THE LIBRARY, OR FOR ANY LOST PROFITS OR OTHER
CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, EVEN IF Polaris HAS BEEN ADVISED, KNEW OR
SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES,
16, Waiver of rights
The waiver or failure of either party to exercise in any respect any right provided for herein shall not be
deemed a waiver of any further right hereunder.
17. Severability
If any provision of this Agreement is invalid,illegal or unenforceable under any applicable statue or rule
of law, It is to that extent to be deemed omitted, and the remaining provisions shall not be affected in
any way,
ill. Headings
The headings of the various Paragraphs and Subparagraphs herein are for convenience only and shall not
control or affect the meaning or construction of any provisions of this Agreement.
19. Governing Law
This Agreement shall be subject to all applicable laws of the Federal Government of the United States of
America and to the laws of the State of California. The applicable law for any legal disputes arising out
of this Agreement shalt be the law of the State of California.The prevailing party in any action brought
under this Agreement shall be entitled to reasonable attorney fees and costs as awarded by the court
including any action at the appellate level.
20, SavingC lause
Typographical errors are subject to correction.
21, Assignments
Both parties agree that no sublicensing, or assignment of their rights or interest, nor delegation of their
duties under this Agreement shall be made or become effective without the prior written consent of the
other party. Any attempted sublicensing,assignment or delegation without prior written consent shall be
wholly void and ineffective for all purposes.
22, Taxes not included
The charges shown on this Agreement do not reflect applicable state and local taxes that may be added
to the amounts shown at the time of invoicing.
23. Whale Agreement
This Agreement constitutes the entire Agreement between the parties and supersedes all proposals,
presentations,representations,and communications,whether oral or in writing,between the parties on
this subject. Neither party shall be bound by any warranty, statement, or representation not contained
herein. The signatories acknowledge reading, and agree to comply with, all terms and conditions.
24. Farce Maieure
Any delay or nonperformance of any provision of this Agreement caused by conditions beyond the
reasonable control of the performing party shall not constitute a breach of this Agreement,provided that
the delayed party has taken reasonable measures to notify the other of the delay in writing.The delayed
parry's time for performance shall be deemed to be extended for a period mutually agreeable to both
parties.Conditions beyond a party's reasonable control include, but are not limited to,natural disasters,
acts of government after the date of the Agreement, power failure, fire, flood, acts of Gad, labor
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POLARIS
i 1Y aT' •-n.
disputes, riots, acts of war and epidemics. Failure of subcontractors and inability to obtain materials
shall not be considered a condition beyond a party's reasonable control.This provision does not relieve
the LIBRARY of its obligation to make payments then owing.
25. Indemnification
Polaris agrees to indemnify, hold harmless and defend the LIBRARY and its agents, officials and
employees from any liability, claim or injury, related to or caused by fault or negligence of Polaris
employees or subcontractors.
26. Amendments
Amendments and modifications to all, or any part, of this Agreement and to the appendices and
referenced attachments, may be made, and shall be binding, only if in writing and signed by duly
authorized representatives of both parties.
27. Proprietary Information
The parties to this Agreement understand and agree that in the performance of work or services under
this Agreement, or in contemplation thereof, either party may have access to private or confidential
information which may be owned or controlled by the other party,and that such information may contain
proprietary details,disclosures, or sensitive information which disclosure to,or use by,a third partywill
be damaging or illegal.Both parties agree that all information,disclosed by one party to the other,which
is in written form and which is marked confidential, shall be held in confidence and used only in
performance of services under this Agreement. Bath parties shall exercise the same standard of care to
protect such information as is used to protect their own proprietary data.
28. Ownership of Data
Polaris acknowledges the LIBRARY's ownership of the various databases installed upon the System. Upon
termination of this Agreement by either party,or upon conclusion of the Agreement term, Polaris agrees
to assist the LIBRARY in extracting all LIBRARY-owned data from the System. Such assistance shall
include personnel time and Polaris' best efforts, provision of documentation regarding the format and
contents of the extracted data,verification that extracted data is complete and in a form suitable for use
by the LIBRARY, and other assistance necessary for the extraction of data. Such assistance shall be
provided by Polaris at no charge to the LIBRARY if termination of this Agreement by the LIBRARY comes as
a direct result of a breach, by Polaris, of any of the terms and conditions set forth herein; in all other
circumstances concerning termination, Polaris shall be entitled to charge the LIBRARY at its then current
rates for data extraction services, including any actual expenses for travel to LIBRARY. The data shall
include all contents of all files created, maintained, and owned by the LIBRARY, including all
bibliographic data, holdings data, patron data, in-process transaction data associated with circulation
control, cataloging, acquisitions, serials control, and any other activity or subsystem in use by the
LIBRARY. Wherever standards such as MARC exist for the format of that data, Polaris will furnish such
data in the standard format. Appropriate documentation shall be provided. These Services will not be
delayed or withheld by Polaris in the event of any legal proceeding initiated by either party.
612109 Palm Springs Public Library Hosted Services Contract Page 9 of 18
POLARES
IN WITNESS WHEREOF the parties have duly executed and delivered this Agreement,which shall inure to
the benefit of and be binding upon the successors of the respective parties, as of the last date indicated
below.
ACCEPrrED_MR THE LIB y ACCEPTED FOR POLARIS LIBRARY SYSTEMS
Title: BJ1rPnAC r•r. /•_l,hPn tr 'fl/i r� Title: President, Polaris Library5ystems
Date: j7 t 1 c' Date: 7r-G�_
Contents Approved: APPROWUD3*S TO FORM FOR POLARIS LIBRARY SYSTEMS
��- 5 -
y City Manager By: `�:_� �
Date: ���� Title: Manag r, Contracts and Proposals
Date:
\U�
Attest: Approved by City Council
C5of Palm Springs, CA Date: Agreement No.
City Clerk
Date: �4 p .D APPROVED BY CITY COUNCIL
Approv d to ro
By. / Y
City At$o n
Da
i
612/09 Palm Springs Public Library Hosted Services Contract Page 10 of 18
POLARIS
. ., I - I .,
Schedule A
Library Statistics
1. Estimated Number of Patrons 19,850
2, Estimated Number of Items 149,100
3. Estimated Number of Titles 131,800
4. Estimated Number of Authority Records 136,550
5. Items Issued Annually 413,712
6 Staff Client Licenses 18
7. Name and address of main LIBRARY location-,
Palm Springs Public Library
300 South Sunrise Way
Palm Springs, CA 92262
8. Other locations:
N/A
3
612/09 Palm Springs Public Library Hosted Services Contract Page 11 of 18
POLARIS
Schedule B
Hosted Services
........ 1�11112 1! 01...............
14TJ ..
u
4 days on-site training: Patron Services, Cataloging, PAC
Training 3 days on-site training on Acquisitions and Serials
I day on-site for"go-Live" assistance
% day web based system administration overview training
• 'A day follow-up web training
■ Yz day web training on Authority records in Polaris
■ project management, profiting assistance, and scheduling
Implementation Services x 2 day on-site implementation/consultation
0 enable pre-programmed theme selection
OPAC Branding 0 resize existing library logo
0 assist LIBRARY with yAtern administration setup of PAC
MARC record cleanup by Backstage
Database Services K Authority Control Processing by Backstage
0 Data cleanup by Polaris
W Migration of bibliographic, ftern, patron and transaction records
Software Polaris server software and staff licenses
Polaris ILS Software Materials one (1) coglete set of Polaris ILS documentation 1 CD
...................
5... ................
g, wj
Use of Hardware EL P Party Ongoing use of requisite hardware and 3rd party software Licenses
Software
Network Usage On-going use of proportional bandwidth to access Hosted Services
• monitor Polaris ILS server jobs and batch procedures
Hosted Technical Support 5 maintain the system server software configuration
• Load server operating system patches
• upgrade Polaris ILS servers to all new releases
• toad operating system patches on servers
• update and monitor server virus protection
• maintain host-site Internet connectivity and capacity
• ensure successful backups of the system
• maintain server hardware and capacity
• monitor system activity
manage Polaris ILS configuration changes
Hosted System perform Polaris ILS system administration tasks as required
Administration update system policy tables on an as-needed basis (such as dates
closed, Loan periods, patron and fine codes)
Periodic Maintenance Polaris reserves the right to perform periodic maintenance on the
hosted server(s). Such maintenance would occur between the hours of
5!00am - 7:00am on Thursdays, and may necessitate a service outage
during part or all of this timeframe. Notification of any such outage will
be provided to the LIBRARY in advance.
6/2/09 Palm Springs Public Library Hosted Services Contract Page 12 of 18
POLARIS
Schedule B
Hosted Services
LIBRARY will be responsible for the following;
• Reports a notices;
• . Cost associated with optional Polaris upgrade training;
• Lost of custom reports a SQL queries
i
; 5
6/2/09 Palm Springs Public Library Hosted Services Contract Page 13 of 18
POLARIS
Schedule C
Polaris ILS Software
• Polaris ILS Database (full and documented schema available via Extranet)
239.50 Server
• SMTP For email notification (Library may also use other email server)
• Remote Patron Authentication via SIP2 service
Find Toot (Over 600 search points available)
• Cataloging with authority control
• MARC validation program
• Bibliographic and authority records importing interfaces
• Fully integrated WYSIWYG Label Printing (see/edit before you print)
• Circulation
• Offune circulation, inventory and Bookmobile (one offline client per location at no additional cost)
Group holds
• OCLC Inter Library Loan Interface
• Record set (bulk change operations for patron, item, authority and bibliographic records)
• 239.50 client
System Administration (familiar Directory / Tree structure with point-and-click options)
• Integrated desktop Reports and Notices (with export to Excel, Word, PDF, HTML, YML and other formats)
• Extensive online help
• Polaris ILS PowerPAC supports Internet Explorer 6.0 +, Netscape Navigator 7.0+, Mozilla Firefox, Opera
&02+, Safari 1.2+
• Multiple database searching
• Patron Authentication
• My Account Options: Self-registration, search agent alerts, pre-notification of overdoes, reading
history, formatted title lists (MLA, Chicago Manual of Style, etc.)
Customizable Dashboards (automated links to bestsellers, subject areas, etc.)
• Acqui5itions
• Serials
• Children's interface to PAC
• Spanish language interface to PAC
• Self-Check interface
• Inventory Manager
• Serials Pattern Templates
• ZMARC Authority Subscription
• Enhanced Data Content for PAC Subscription
Optional Software/Services:
Product ".'.)POW
Additional staff Client License $750+ maintenance
Multilingual Interface to PAC - Spanish $100+ maintenance
Multilingual Interface to PAC - Vietnamese, Korean or French $3,500 each +maintenance
Course Reserves $1,500*maintenance
Outreach Services S2,000+ maintenance
Debt Collection interface $1,200 + maintenance
Additional Manuals (one-time cost per set) 1 $250
612/09 Palm Springs Public Library Hosted services contract Page 14 of 18
POLARIS
Schedule D
Gost Summary
Service Description Year One Costs
Training (9 '/z days) $15,900
Implementation Services $5,600
Hosted Services $3,500
OPAC Branding $750
Database Services(inc, Backstage services)
• Backstage Data cleanup $3,400
• Polaris data migration/load S7,500
• Backstage Authority Control Processing S7,100
• Polaris Project Management $2,500
• Polaris Data cleanup $2,000
SimplyReports x 2 $5,000
Enhanced Data Content for PAC Subscription $936
Children's interface to PAC N/C
Self-Check interface to 3'" party units x 5 $2,500
Spanish language interface to PAC $1,000
Polaris Inventory Manager x 1 $2,000
7MARC Authority Subscription x 1 $1,275
Serials Pattern Templates $750
Polaris Server Software $30,000
Polaris Staff Licenses x 18 $13,500
Sub-Total $.4 04,711
Less Discount ($15,706)
Total Year One $89,005
Due on Operational Date
Annual Costs
Service Desch tion Year Two Costs
Software Maintenance & Hosted Services $15,260
Enhanced Data Content for PAC $964
7MARC Authority Subscription $1,338
Total Year Two $17,562
Due one (1) year frorri Operational Date
Service Description Year Three Costs
Software Maintenance Et Hosted Services $16,023
Enhanced Data Content for PAC $993
7MARC Authority Subscription $1,405
Total Year Three $18,421
L7
6/2109 Palm Springs Public Library Hosted Services Contract Page 15 of 18
POLARIS
5ChedUle D
Cost Summary - cnnt9nu�d
Service Descriptlon Year Four Costs
Software Maintenance & Hosted Services $16,824
Enhanced Data Content for PAC $1,023
ZMARC Authority Subscription $1,475
Total Year Four $19,322
Service Description Year Five Costs
Software Maintenance Et Hosted Services $17,665
Enhanced Data Content for PAC $1,054
ZMARC Authority Subscription $1,549
Total Year Five $20,268
6/2/09 palm Springs Public Library Hosted Services Contract Page 16 of 18
n0T ARTS
5 .
Schedule E
Enhanced Data Content for PAC
Subscription Service to Syndetic Solutions
Polaris is a reseller for Syndetic Solutions, which offers enriched content for display in the PAC,
including tables of contents, first chapters, full color cover images, reviews, etc. Pricing for
Syndetic Solutions is an annual subscription, based on annual circulation statistics. Price increases
may occur on an annual basis, at the time of subscription renewal.The Library's reported annual
circulation is 413,712. Based on this figure, the first-year annual subscription will be as follows
(the Library may de-select elements as required to the minimum annual fee of$550):
Component Annual Cost
Table of Contents $290
Fiction Profile Not Selected
Find Similar Titles (must also buy Fiction Not Selected
Profile)
Series Information Not Selected
Awards
Summaries $290
Cover Images $356
First Chapters/Excerpts Not Selected
Author Notes Not Selected
PW Review (includes Criticas Review) Not Selected
LJ Review Not Selected
SU Review Not Selected
Choice Review Not Selected
Booklist Review Not Selected
Horn Book Review Not Selected
Kirkus Review Not Selected
Spanish Not Selected
German Not Selected
Video a Music 1 Not Selected
Total Annual Subscription Fee $936
i'
6/2/09 Palm Springs Public Library Hosted Services Contract Page 17 of 18
PoLAxzs
7PC:W:orkstati6n Requirements
Technical Service/Staff Access Workstations and Patron Access Workstations-
Operating System Windows XP Professional /Vista Business - 32-bit (projected for mld-2008 is
an upgrade to 64-bit capability)
System Processor 1 GHz or better
System Memory 1 GB or better
Hard Disk Requirements 10 GB
Video Requirements SVGA Graphics Controller/4 MB Video Memory or better
Other 100 MB NIC Card
Monitor 17" (1024 x 768)
Terminal Services
The minimum requirement for Remote Desktop Connection(RDC)for Terminal services(by Microsoft)is a client
computer or thin client which has the Remote Desktop Connection Client installed. The Remote Desktop
Connection Client can be run on client computers running Microsoft Windows 95, Microsoft Windows 98,
Microsoft Windows Millennium Edition, Windows NT 4.0, Microsoft Windows 2000 Professional, Microsoft
Windows XP Professional, or Microsoft Windows VISTA. The Remote Desktop Connection Client can also be run
on thin clients running Microsoft Windows CE,or Microsoft Windows XPe.A Remote Desktop Connection Client
for Mac OS X is also available from Microsoft.
Remote Desktop Connection has very low physical RAM requirements and generally works on any device that
meets the minimum requirements for the operating system on which it runs well.
Recommendations'
• Remote Desktop Connection Client on a client computer running Microsoft Windows XP Professional,or
Microsoft Windows VISTA,
• Remote Desktop Connection Client on a thin client running Microsoft Windows CE,orhlicrosoft windows
XPe.
• A reliable network connection with low network latency<100ms between the client and terminal server
n rry
is
6/2/09 Palm Springs Public Library Hosted Services Contract Page 18 of 18
Kathie Hart
From: Tabitha Richards
Sent: Monday,July 29, 2013 7:20 AM
To: Kathie Hart
Cc: Jay Thompson; Dave Barakian;Savat Khamphou; Carrie Rovney
Subject: RE:A5859-1 MSW(Oversight and technical assistance of the PSDS franchise agreement)
You can close that agreement.
l✓�i
Tabitha Richards ` \?Dr�
760-323-8253 ext 8750
From: Kathie Hart
Sent: Saturday, July 27, 2013 5:18 PM
To: Dave Barakian; Savat Khamphou; Carrie Rovney; Tabitha Richards
Cc: Jay Thompson
Subject: A5859-1 MSW (Oversight and technical assistance of the PSDS franchise agreement)
Now that we have a new franchise agreement has this agreement been closed?
Please advise.
Thx!
Kathie Hari, CMC
Chief Deputy City Clerk
City of Palm Springs 21�(760)323-8206
3200 E. Tohquitz Canyon Way A (760)322-8332
Palm Springs, CA 92262 ®Kathie.Hort@Palm5,arin sC�A.00v
Please note that City Hall is open 8 a.m. to 6 p.m. Monday through Thursday, and dosed on Fridays at this time.
1
AMENDMENT NO. 6 TO PROFESSIONAL SERVICES AGREEMENT NO. 5859
WITH MSW CONSULTANTS FOR
SOLID WASTE CONTRACT MANAGEMENT
The following articles of Agreement No. 5859 are hereby amended as follows.-
SECTION 4.4"Term"-is hereby modified to read: Unless earlier terminated in accordance with
Section 9.5 of this Agreement, this Agreement shall continue in full force and effect for a period
commencing on June 29, 2009 and ending on December 31, 2012, unless extended by mutual
written agreement of the parties.
Exhibit "A" "Scope of Services - (2'd Paragraph) is hereby modified to read: The term of this
agreement will be 182 weeks commencing on June 29, 2009 through December 31,2012.
..j
Original:
City Manager Approval: June 29, 2009
Contract Amount $ 22,320
Expired August 31,_2009
I Purchase Order Number(s): .10-0279
Agreement Number: 5859
i
Amendment#1:
City Engineer Approval: September 10, 2009
! Amount $(0)zero dollars
Expired October 26, 2009
Amendment#2:
City Engineer Approval: December 1, 2009
Amount of This Amendment $(0)zero dollars
Expired December 31, 2009
i Amendment#3:
Council Approval January 6, 2010
Amount of this Amendment $30,000
r
To Expire December 31, 2010
Amended Contract Total: $52,320
Account Number(s): 138-1270-43200
1
s
1 ORIGINAL BID
/OR.AGREEMENT
........................................................ ................................................................................................................................................... . ._.................. ......................................... . .....
MSW Consultants
Amendment No.6
Page 2 of 3
l Amendment#4:
Council Approval: March 16, 2011
Amount of this Amendment $13,950
To Expire December 31, 2011
Amended contract total $66,270
Account Number 138-1270-43200
Amendment#5:
Council Approval: June 1,2011
Amount $38,285 -
To Expire December 31, 2011
Amended contract total $104,555
.i
Account Number 138-1270-43200
Amendment#6:
f .
City Engineer Approval: December 7, 2011
Amount $(0)zero dollars
{
To Expire December 31, 2012
i
j
i
SIGNATURES ON NEXT PAGE
t
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i
MSW Consultants
i Amendment No.6
Page 3 of 3
I
f
IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated
below.
UCitY3
CITY OF PALM SPRINGS
I
Date B
David J.Baraiaan,Director of Public Works/City Engineer
I ATTEST:
Date \a•Gj��1 .
City Clerk
"FIRM"
3
MSW Consultants
27393 Ynez Road,Suite 259
Temecula, CA 9 591
Date: ' B
David L.Davis,CMA Principal
i
,
I
1
APPROVED BY DEPARMENT HEAD
}
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-
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II
i!
1
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AMENDMENT NO. 5 TO PROFESSIONAL SERVICES AGREEMENT NO. 5859
WITH MSW CONSULTANTS FOR
SOLID WASTE CONTRACT MANAGEMENT
The following articles of Agreement No. 5859 are hereby amended as follows:
Exhibit"A""Scope of Services"- is hereby modified to add:
Finalize Once Weekly Reports and Present Findings:
1.1 Reviewldiscuss written comments; meet with PSDS and with City staff
1.2 Prepare written response to PSDS comments.
1.3 Update draft reports and review with City staff.
1.4 Make addition revisions as needed.
1.5 Meet with City staff and PSDS to review final reports.
Assist in Negotiations of New Franchise Agreement:
2.1 Prepare draft of new franchise agreement based on current agreement and term sheet.
2.2 Meet with City staff to develop negotiation strategy
2.3 Develop new(simpler)rate structure; build rate model to emulate city and PSDS revenues.
2.4 Prepare negotiation materials; meet with City staff and PSDS to discuss new franchise
agreement.
2.5 Revise new franchise agreement based on discussions with PSDS.
Original:
City Manager Approval: June 29, 2009
Contract Amount $ 22,320
Expired August 31, 2009
Purchase Order Number(s): 10-0279
Agreement Number 5859
Amendment#1:
City Engineer Approval: September 10, 2009
Amount $(0)zero dollars
Expired October 26, 2009
OFC6CaEi`AL ;B'
AND/OR t GREEMEN7
3
MSW Consultants
Amendment No. 5
Page 2 of 3
Amendment#2:
City Engineer Approval: December 1, 2009
Amount of This Amendment $ (0)zero dollars
Expired December 31, 2009
Amendment#3:
Council Approval January 6, 2010
Amount of this Amendment $30,000
To Expire December 31, 2010
Amended Contract Total: $52,320
Account Number(s): 138-1270-43200
Amendment#4:
Council Approval March 16, 2011
Amount of this Amendment $13,950
To Expire December 31, 2011
Amended contract total $66,270
Account Number 138-1270-43200
Amendment#5:
Council Approval June 1, 2011
Amount $38,285
To Expire December 31, 2011
Amended contract total $104,555
Account Number 138-1270-43200
SIGNATURES ON NEXT PAGE
4
MSW Consultants
Amendment No. 5
Page 3 of 3
IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated
below.
.city,
CITY OF PALM SPRINGS
Date b �,a \\ By:
David H.Ready, 89er
ATTEST:
Date •b• \ B
City clerk
FIRM"
MSW Consultants
27393 Ynez Road, Suite 259
Temecula, CA9 59���"'-'
Date: J�L-C' 2, Z D 11 By
David L. Davis, CMA Principal
APPROVED BY CITY COUNCIL
dmLhd� b •111 �0
'i'mOVED AS 10 FORM
Jt City Attorney
e�
ff
Without Expre Written
Authorization Of The City
Manager.
5
AMENDMENT NO. 4 TO PROFESSIONAL SERVICES AGREEMENT NO. 5859
WITH MSW CONSULTANTS FOR
SOLID WASTE CONTRACT MANAGEMENT
The following articles of Agreement No. 5859 are hereby amended as follows:
SECTION 4.4 "Term" - is hereby modified to read: Unless earlier terminated in accordance with
Section 9.5 of this Agreement, this Agreement shall continue in full force and effect for a period
commencing on June 29, 2009 and ending on December 31, 2011, unless extended by mutual
written agreement of the parties.
Exhibit "A" "Scope of Services" - (2nd Paragraph) is hereby modified to read: The term of this
agreement will be 130 weeks commencing on June 29, 2009 through December 31, 2011.
Perform Audit of AB 939 and Diversion Facility Fees for four fiscal years 2005-2008
1. Prepare for audit. Obtain info from City; notify PSDS of needed information.
2. Perform on-site review of tonnage records.
3. Review and analyze tonnage data; compile work papers; review findings with PSDS.
4. Prepare draft audit report.
5. Review draft audit report with City and PSDS and update as needed.
6. Meet with City staff to review audit findings.
Provide Ongoing Contract Management Services:
1. Provide ongoing contract management.
Rate shall remain at $155 per hour
Original:
City Manager Approval: June 29, 2009
Contract Amount $ 22,320
Expired August 31, 2009
Purchase Order Number(s): 10-0279
Agreement Number: 5859
Amendment#1:
City Engineer Approval: September 10, 2009
Amount $ (0) zero dollars
Expired October 26, 2009
ORIGIN
WDIOR AGREEMENT
MSW Consultants
Amendment No.4
Page 2 of 3
Amendment#2:
City Engineer Approval: December 1, 2009
Amount of This Amendment $ (0)zero dollars
Expired December 31, 2009
Amendme
Council Approval January 6, 2010
Amount of this Amendment. $30,000
To Expire December 31, 2010
Amended Contract Total: , $ 52,320
Account Number(s): 125-1270-43200
Amendmgnt#4:
Council Approval March 16, 2011
Amount of this Amendment $13,950
To Expire December 31, 2011
Account Number 138-1270-43200
SIGNATURES ON NEXT PAGE
i
MSW Consultants
Amendment No.4
Page 3 of 3
IN WITNESS WHEREOF,the parties have executed this Amendment as of the dates stated
below.
"City'
CITY OF PALM SPRINGS
Date B
David H. Ready,City Manager
ATTEST:
Data o`T` o G, Z v B ; c_.
City Clerk
M°
MSW Consultants
27393 Ynez Road,Suite 259
Temecula, 92591
Date: — l 7r 1 B
David L.Davis,CMA Principal
APP0VLD BY CITY COUNCIL
�i•te-���-__- ao _ A�`b M
r✓w UVEU AS 1-0 FORM
goal
CIS► A
w
AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT NO. 5859`1
WITH MSW CONSULTANTS FOR
SOLID WASTE CONTRACT MANAGEMENT
The following articles of Agreement No. 5859 are hereby amended as follows:
SECTION 1.4 `Term" - is hereby modified to read: Unless earlier terminated in accordance with
Section 9-5 of this Agreement, this Agreement shall continue in full force and effect for a period
commencing on June 29, 2009 and ending on December 31, 2010, unless extended by mutual
written agreement of the parties.
Exhibit "A" "Scope of Services" - (2"d Paragraph) is hereby modified to read: The term of this
agreement will be 78 weeks commencing on June 29, 2009 through December 31, 2010.
Perform 2010 Performance and Financial Review:
1. Obtain and review financial statements and general ledger; vouch to cost proposal.
2. Review factors used to allocate cost between DVD and PSDS.
3. Review factors used to allocate cost among sectors(i.e., residential, commercial, etc).
4. Evaluate expenditures for appropriateness (e.g-, related party transactions, etc.).
5. Evaluate cost estimates for reasonableness (e.g., cost of automated carts, vehicles, etc.).
6. Determine current and projected residential revenue requirement-
7- Review and evaluate productivity for current and proposed once-weekly service.
8. Review profit issues (e.g., 8% margin, industry benchmarks, etc.)-
9. Develop current and projected revenue requirement for once-weekly service.
10. Review findings and adjustments to proposed costs with City staff and PSDS.
11. Compare new rates to rates in other Coachella Valley cities.
12. Prepare draft report background, objectives, findings and recommendations.
13- Review draft report with City staff and PSDS.
14, Finalize report based on feedback from City and PSDS.
15. Prepare power point and present findings and recommendations to City Council.
16. Attend meetings, resolve issues.
Rate shall remain at$155 per hour
Original:
Assistant City Manager Approval: June 29, 2009
Contract Amount $ 22,320
Expired August 31, 2009
Purchase Order Number(s): 10-0279
Agreement Number: 5859
�r — �-Tr
MSW Consultants
Amendment No. 3
Page 2 of 3
Amendment 41:
City Engineer Approval: September 10, 2009
Amount $ (0) zero dollars
Expired October 26, 2009
Amendment#2:
City Engineer Approval: December 1, 2009
Amount of This Amendment $ (0) zero dollars
Expired December 31, 2009
Amended Contract Total: $ 22,320 (No Contract Amount Change)
Account Number(s): 125-1280-43200
125-1280-43220
Amendment#3:
Council Approval January 6, 2010
Amount of this Amendment $30,000
Amended Contract Total: $52,320
To Expire December 31,2010
Account Number 138-1270-43200
SIGNATURES ON NEXT PAGE
MSW Consultants
Amendment No. 3
Page 3 of 3
IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated
below.
"City"
CITY OF PALM SPRINGS
Date By:
David H. Ready, a er
ATTEST: VW
iJ
By:
City Clerk
"FIRM"
MSW Consultants
27393 Ynez Road, Suite 259
Temecula, CA 9 591 _4
Date: d 2 -Z,1�>- C)
By-
David L. Davis, CMA Principal
APPROVED BY CITY COUNCIL
r AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT NO. 5859`l
WITH MSW CONSULTANTS FOR
SOLID WASTE CONTRACT MANAGEMENT
The following articles of Agreement No. 5859 are hereby amended as follows:
SECTION 1-4 "Term" - is hereby modified to read: Unless earlier terminated in accordance with
Section 9.5 of this Agreement, this Agreement shall continue in full force and effect for a period
commencing on June 29, 2009 and ending on December 31, 2009, unless extended by mutual
written agreement of the parties.
Exhibit "A" "Scope of Services" - (2"1 Paragraph) is hereby modified to read: The term of this
agreement will be 26 weeks commencing on June 29, 2009 through December 31, 2009. Any
modification to the total amount of the contract that causes the total contract amount to exceed
S25,000 will require City Council approval.
The intent is to extend the agreement until December 31, 2009 and does not change the total
contract amount.
Original:
Assistant City Manager Approval: June 29, 2009
Contract Amount $ 22,320
Expired August 31, 2009
Purchase Order Number(s): 10-0279
Agreement Number: 5859
Amendment#1:
City Engineer Approval: September 10, 2009
Amount $ (0)zero dollars
Expired October 26, 2009
Amendment#2:
City Engineer Approval. December 1, 2009
Amount of This Amendment $ (0)zero dollars
To Expire December 31, 2009
Amended Contract Total: $ 22,320 (No Contract Amount Change)
Account Number(s): 125-1280-43200
125-1280-43220
SIGNATURES ON NEXT PAGE
V.SW Consultants
Amendment No. 2
Page 2 of 2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated
below.
"City"
CITY OF PALM SPRINGS
Date By: XL
David J. Barakian, City Engineer
ATTEST:
City Clerk 7 p-r 9 g a0 r -
RW
MSW Consultants
27393 Ynez Road, Suite 259 --
Temecula, CA 9 59
Date:
David L. Davis, CMA Principal
Uy APPROVED By CITY MANAGER
1,•at� o� P�� .\
AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT NO. 5859
MSW CONSULTANTS FOR
SOLID WASTE CONTRACT MANAGEMENT
The following articles of Agreement No. 5859 are hereby amended as follows:
SECTION 4.4 "Term" - is hereby modified to read: Unless earlier terminated in
accordance with Section 9.5 of this Agreement, this Agreement shall continue in full
force and effect for a period commencing on June 29, 2009 and ending on October 26,
2009, unless extended by mutual written agreement of the parties.
Exhibit "A" "Scope of Services" -(2"d Paragraph) is hereby modified to read. The term of
this agreement will be (17) weeks commencing on June 29, 2009 through October 26,
2009. Any modification to the total amount of the contract that causes the total contract
amount to exceed $25,000. Will require City Council Approval.
The intent is to extend the agreement until October 26, 2009, and does not change the
total contract amount.
Original:
Assistant City Manager: June 29, 2009
Contract Amount $ 22,320
Expired August 31, 2009
Purchase Order Number(s): 10-0279
Agreement Number. 5859
Amendment#1:
Amount $ 0
Extended to. October 26, 2009
Amended Contract Total: $ (No Amount Change)
Account Number(s): 125-1280-43200
125-1280-43220
SIGNATURES ON NEXT PAGE
MSW Consultants
Amendment No. 1
Page 2 of 2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates
stated below.
"City"
CITY OF PALM SPRINGS
cr /a
Date G/ D Q� By:
David J. Barakian, City Engineer
ATTEST:
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/1z Zonr City Clerk"
MSW Consultants
27393 Ynez Road, Suite 259
f Temecula, CA 92591
Date. Rl/D By:
L-1—
David L. Davis, CMA Principal
PROFESSIONAL SERVICES AGREEMENT
THIS AGREE ENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered
into this-tday of ' �. by and between the City of Palm Springs, a California Charter
City ("City"), and MSW Consul gn , a California Corporation, ("Corporation").
RECITALS
A. City requires the services of a firm for professional contract administration
oversight, and technical assistance related to the City's Franchise Agreement with Palm
Springs Disposal Service. ('Project').
B. Firm has submitted to City a proposal to provide said professional services pursuant
to the terms of this Agreement.
C. Based on its experience and reputation, Firm is qualified to provide the necessary
services for the Project and desires to provide such services.
D. City desires to retain the services of Firm for the Project.
NOW, THEREFORE, in consideration of the promises and mutual agreements contained
herein, City agrees to employ and does hereby employ Firm and Firm agrees to provide
professional services as follows:
AGREEMENT
1. PROFESSIONAL SERVICES
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, Firm shall provide
professional staff services as described in the Scope of Services attached to this Agreement as
Exhibit "A." Firm warrants that all services 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 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 in accordance with all
laws, ordinances, resolutions, statutes, rules, and regulations of City and any federal, state or local
governmental agency of competent jurisdiction.
1.3 Licenses and Permits.
Firm 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, Firm warrants that Firm 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 Firm is an essential condition of
this Agreement. Firm shall prosecute regularly and diligently the work of this Agreement according
to the agreed upon schedule set forth in Section 4.2. Firm 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 Firm. Delays shall not entitle Firm to any additional compensation regardless of the
party responsible for the delay.
3. COMPENSATION OF FIRM
3A Compensation of Firm.
For the services rendered pursuant to this Agreement, Firm shall be compensated
and reimbursed, in accordance with the terms set forth in the Scope of Services, in an amount not
to exceed $22,320.
3.2 Method of Payment.
An invoice shall be submitted for services rendered to the Contract Officer.
Payments shall be based on the 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 receipt of Consultant's invoice. There shall be a
maximum of one payment per month.
3.3 Changes.
In the event any change or changes in the work is requested by City, the parties
hereto shall execute an addendum to this Agreement, setting forth with particularity all terms of
such addendum, including, but not limited to, any additional fees. Addenda 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 Firm'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
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 pursuant to this Agreement shall be performed within the time
periods mutually agreed to by Lhe parties. The extension of any time period must be approved in
writing by the Contract Officer.
4.3 Force 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 the Firm, including, but not restricted 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 if the Firm 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.
4A Term.
Unless earlier terminated in accordance with Section 8.5 of this Agreement, this
Agreement shall continue in full force and effect for a period commencing on June 29, 2009 and
ending on August 31, 2009, unless extended by mutual written agreement of the parties.
5. COORDINATION OF WORK
5.1 Representative of Firm.
The following principal of the Firm is hereby designated as being the principal and
representative of Firm authorized to act in its behalf with respect to the work specified herein and
make all decisions in connection therewith: David L. Davis, CMA, Principal.
It is expressly understood that the experience, knowledge, 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 Firm and devoting sufficient time to personally supervise the services
hereunder. The foregoing principal may not be changed by Firm without the express written
approval of City.
5.2 Contract Officer.
The Contract Officer shall be David Barakian, Director of Public Works/City
Engineer, or his designee. It shall be the Firm's responsibility to keep the Contract Officer fully
informed of the progress of the performance of the services and Firm 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, capability, and reputation of Firm, its principals and
employees, were a substantial inducement for City to enter into this Agreement. Therefore, Firm
shall not contract with any other 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.
5.4 Independent Contractor.
Neither City nor any of its employees shall have any control over the manner, mode
or means by which Firm, its agents or employees, perform the services required herein, except as
otherwise set forth herein. Firm shall perform all services required herein as an independent Firm
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. Firm 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.
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, officers, employees,
agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liability,
actions, suits, proceedings, claims, demands, losses, costs, judgments, damages, expenses,
including legal costs and attorneys' fees, and causes of action for injury to or death of person or
persons, for damage to property, including property owned by City, for any violation of any federal,
state, or local law or ordinance, and for errors and omissions committed by Consultant, Its officers,
employees, representatives, and agents, arising out of or related to Consultant's performance
under this Agreement. 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.
8. RECORDS AND REPORTS
8.1 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 performance of such services. The Contract Officer shall have full and free access to
such books and records at all reasonable times, including the right to inspect, copy, audit, and
make records and transcripts from such records.
8.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of this Agreement shall
be the property of City 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 from 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 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 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 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 are
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 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 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 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.
110. 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 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
11A 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.
To City: City of Palm Springs
Attention: Public Works Director
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263
To Firm: MSW Consultants
Attention David L Davis, CMA, Principal
27393 Ynez Road, Suite 259
Temecula, CA 92591
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 carry 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
"City"
City OF PALM SPRINGS
Date ,UhQ, (�f1 2I90� By:
David H. Ready i Wa'eager
APPROVED,•-/ TO FORM. ATTEST: _
City'A�forney City Clerk
/ "FIRM"
MSW Consult ants
By :
Date: David L. Davis, CMA, Principal
APPROVED BY CITY MANAGER
nJ, �poo
I
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Not To E,,ceed $ � Q
W tl'ra,, The Express Written
AL'th0vization Cif The City
it+iaRalgee.
Exhibit "A"
Scope of Services-MSW Consultants
Provide contract administration, oversight and technical assistance related to the City's Franchise
Agreement with Palm Springs Disposal Service "PSDS". Typical Scope of Services shall include:
• Ongoing monthly contract management services
• Annual billing accuracy and contract fee review services
• Annual review of rate adjustment requested by PSDS
• As-needed financial advisory and review services
o Review PSDS's proposal, and meet to discuss it with City Staff.
o Perform a financial review.
o Based on the findings from financial review, make any appropriate adjustments to
PSDS's reported costs and proposed rates.
o Once the City and PSDS have agreed on new rates and terms, assist the City in
preparing the necessary contract documents and, if needed, revisions to the City's
municipal code.
• Other solid waste-related services, as directed by City Staff.
• Addressing specific complaints where customer claims issue can't be resolved with PSDS.
The term of this agreement will be nine (9) weeks, commencing on June 29, 2009 thru August 31,
2009. Any extension of term will require Council approval.
Services to be provided would consist, on average, of sixteen (16) hours per week, travel included,
at David L Davis rate of $155 per hour which provides for a rate of $2,480 per week, for total
contract amount not to exceed $22,320. All services are to be provided by David L. Davis, unless
otherwise approved by City. On-site services will be provided on days of the week mutually agreed
upon by Contract Officer and Consultant.
EXHIBIT "B"
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 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 written notice to City of
any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the
City, its elected officials, officers, employees, agents, and volunteers as additional named insureds
by original endorsement shall be delivered to and approved by City prior to commencement of
services. The procuring of such insurance and the delivery of policies, certificates, and
endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation
to indemnify City, its elected officials, officers, agents, employees, and volunteers.
A. Minimum 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) combined single limit coverage per occurrence;
2. Automobile liability insurance with limits of at least five hundred thousand
dollars ($500,000) per occurrence;
3. Workers' Compensation insurance in the statutory amount as required by the
State of California and Employer's Liability Insurance with limits of at least one million dollars
($1,000,000) per occurrence.
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. 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 B++, Class Vill, or better,
unless otherwise acceptable to the City-
C. Verification of Coverage. Consultant shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, affecting 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.
b 1 an
Verification of Insurance Coverage may be provided y O 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 (see attached) 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 a specific contract" 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 a specific contract" or "for any and all work performed with the
City" may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration date thereof,
the issuing company will mail 30 days written notice to the Certificate Holder named."
Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no
obligation or liability of any kind upon the company, its agents or representative" is not
acceptable and must be crossed out. See example below.
4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's
waive of subrogation in favor of City, its elected officials, officers, employees, agents and
volunteers. See example below.
In addition to the endorsements listed above, the City of Palm Springs shall be named the
certificate holder on the policy.
All certificates and endorsements are to be received and approved by the City before work
commences. Failure to obtain the required documents prior to the commencement of work shall
not waive the contractor's obligation to provide them.
D. Deductibles and Self-insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. At the option of the City, either the
insurer shall reduce or 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.
E. 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.