HomeMy WebLinkAbout05735 - PALM SPRINGS ECONOMIC DEVELOPMENT CORPORATION BUSINESS RETENTION SERVICES Page 1 of 1
Kathie Hart
From: Cathy Van Horn
Sent: August 08, 2012 10:05 AM
To: Kathie Hart
Subject: RE: A5735 - Palm Springs Economic Develeopment Corp
Good Morning:
The Agreement is not active and can be closed. The company is no longer in business. Actually, the Palm
Springs Chamber took over the PSEDC organization, which is what lead to the Agreement between the City and
Chamber. o
Thanks,
Cathy Van Horn C
Economic Development
760-323-8175 office
760-322-8325 fax %(.6
From: Kathie Hart
Sent: Wednesday, August 08, 2012 9:35 AM
To: Cathy Van Horn
Cc: 'Jay Thompson'
Subject: A5735 - Palm Springs Economic Develeopment Corp
Cathy:
In reviewing the above referenced agreement file it has been noted their general liability
insurance has expired. This agreement is for Consulting Services, New Business Welcome
Program.
Is this agreement still active or may I close it?
Please advise.
Thx!
Kathie Hart, CMC
Chief Deputy City Clerk
City of Palm Springs (760)323-8206
3200 E Tahquitz Canyon Way A (760)322-8332
Palm Springs, CA 92262 ®Kathie.Hart@PalmSpringsCA.gov
Please note that City Nall is open 8 a.m. to 6 p.m.Monday through Thursday,and closed on Fridays at this time.
08/08/12
CONSULTING SERVICES AGREEMENT
(Palm Springs Economic Development Corporation—New Business Welcome Program)
THiS AGR EMENT FOR CONS11LTiNG ERViCES (the "Agreement") is made and
entered into this` -hay of ji" "«`'p'+ „ ygp i4y and between the City of Palm Springs, a
California charter city and m1micipal corporation ("City„) and Palm Springs Economic
Development Corporation, a California Non-Profit Corporation ("Consultant").
RECITALS
A. City requires the services of an entity to implement the "new business welcome"
program for the City of Palm Springs' Business Retention Council Subcommittee. ("Project")-
B. Consultant has submitted to City a proposal to provide Consultant 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. CONSULTANT SERVICES
1.1 Scope of Services. in compliance with all terms and conditions of this
Agreement, Consultant shall provide 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 mariner 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 i,aw. 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:3123107
50709.2
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 COMPIXTION.
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 Fifteen Thousand Dollars
(SI5,000.00.)
3.2 Method of Pavmeut. 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 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 are not made, this Agreement shall automatically terminate
without penalty to City.
4. PERFORMANCE SCHEDULE
2 Revised:3123107
507639.2
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 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.
4.3 Force Maieure. 'rile 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 govermment, fires, earthquakes, floods, epidemic,
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 twelve (12)
months, commencing on W ( 2010, and ending on ° yi a"'?"#° PDAD, unless
extended by mutual written agreement of the parties.
5. COORDINATION OF WORK
5.1 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 in connection
therewith: Tamara Stevens, Executive Director. 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 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
Revised:3/23/W
507G39.2
Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of
law, without the prior written approval of City.
5A 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 perfonn 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 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.
Nance: 'Title:
Tamara Stevens Executive Director
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 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, slate, 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.
4 Revised:3/23107
507639.2
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 hooks 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 he 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 air 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.
5 Ravisad:3/23107
507639.2
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 arc 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 Le a_ g 1 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
iminediate danger to health, safety, and general welfare, the period ornotice 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.
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 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.
6 Revised:3/23107
507639,2
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: Community& Economic
Development Department
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Consultant: Palm Springs Economic Development
Corporation
P.O. Box 3205
Palm Springs, CA 92262
11.2 Luteerated
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 Severability. 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.
[SIGNATURE PAGE SEPARATELY ATTACHED]
7 R6visod 3123/07
5076 9.2
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
"CITY"
City of Palm Springs
Date By
T David H. Ready
City Manager APPROVED BY CITY MANAG(iR
APPROVED AS TO DORM: ATTEST
C
By: - By: .
ougl C'� lland, es Thompson, Zq pi ZJ"��--. 2
City ttomey City Clerk
"CONSULTANT"
(Palm Springs Economic Development
Corporation)
Date: i f v By : Wd' 4 JCS 4SY �c
Nn Calerdine, President
Date: L/:2 1 0 lb'l✓vL, Vi,, ecz car {-
Marna Van Horn, Vice President
Not ToExreed $�- 12C)C. C)C;
Without The Expres9 Written
Authorization Of The City
Manager.
g Revised:[Y29/07
50639.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
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County of�.,......_..._..._..-.-���1
on (ILA —'1'.SL before me, n�..�:�!!.....Flame,nanC'i'"rAnma �a 7 ._`......
personally appeared .._..11� ,fa�.
aura a � cl
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
J. NEVIN "a'Mal he/shaftey executed the*am in histherAtioir aufhorixed
Commi:J. N iB57192
Calllornla capacity(ies), and Owl by hitoier/their rigritituieW on the
Notary Public- Instrument the person(s), or the entity upon behalf of
Riverside County which the person(s)acted,cwculed the instrument.
My Comm,E Irea Jul 9 2015 I certify under PENALTY OF PERJURY under the laws
of the Stale of ' la that the foregoing paragraph is
true and cc
WITNESS my and a olficial Beal.
Fnaoa Y�el Afm�d / Signature
OPTIONAL
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Description of Attached Doeurnern
Title or lypa o1 Wournami
Document Date:_ __—Number of Pages:
Signer(s)Other Than Named Above: _... ..._._._................................ _.
Capacity(les)Claimed by Signer(®)
Signer's Name:_............................... .. ............,.,..._� Signer's Name: ---........................._..,µ.,.,_.m.. ..... .....___._
Individual ❑Individual
C! Corporate ORlaar—Tida(s)c _ i.D Corporate Officer—Ttde(s):
0 Partner—U Limited U General ❑Partner-0 Limited L General
E:J Attorney in Fact C]Attorney In F40t
CJ Trustee Too of 7mmb mare C7 Ylustee (Pon of liYr'rU horn
E:I Guardian or Conservator C7 Guardian or Conservator
O Other: L:Other
Signer Is Represen0nig__ Signer Is Repreaenting:
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9 Revised:3/23/07
507639.2
EXHIBIT "A"
Scope of Services
New Business Welcome Program
The PSEDC shall undertake a New Business Welcome Program, which shall be a task
under the Business Retention Council Subcommittee. PSEDC shall focus on new
businesses in the City of Palm Springs who have been issued a Business License.
Under the Agreement, the PSEDC shall:
• Call and visit each new business (sole proprietors to 25 employees) with a
physical address in Palm Springs:
Businesses to be selected from the City's Business Licenses List posted
on the City's website on a monthly basis.
Y From time to time businesses may be selected by the Economic
Development Administrator, the Downtown Administrator, and/or Business
Retention Subcommittee.
• Deliver each new business a welcome letter (Exhibit A-1) from City Council;
resource information packet; and referrals to service providers as needed.
• Identify and coordinate with the City a visit to every new business with more than
25 employees.
• Develop database; track calls; and provide monthly, quarter, semi-annual and
annual reports as may be requested from time to time by the Business Retention
Council Subcommittee.
• Submit to City a Comment and/or Follow up Form for each business requesting
additional information and contact from the City or other service providers as
needed.
• At minimum the report shall contain:
o Contact information (name, address, phone of each business contacted)
o Number of businesses called
o Number of follow up requests
o Types of follow up requests
o Summary of resources provided
o Referrals to service providers
c Tickler date for follow up call
10 Revised:X23107
507639.2
• Re-call each new business at six (6) months to determine the status of the
business and any additional resource or assistance needs.
• Mail a "welcome" letter to new members of the Chamber of Commerce on a
monthly basis; list to be provided by the Chamber of Commerce. (Chamber
Welcome Letter—Exhibit A-2)
Schedule of Performance
Services shall be performed on a monthly basis beginning on the first day of the month
following the signing of this agreement and continue for a 12-month period.
Consultant shall submit an invoice on a monthly basis, not to exceed $1,250 per month
or $15,000 during the 12-month period.
I Revised:3123/07
507639.2.
EXHIBIT A-1
Thank you for your business in Palm Springs! Your presence here is very important to us
and the success of your business is vital to our community's economic stability.
We want to offer every service and resource available to ensure that our business
community continues to prosper and grow. You can look to the Department of Community
and Economic Development as a "broker of assistance" for a myriad of resources from
accessing lending sources, industry trend analysis, business and financial plans, site
selection, employee recruitment and training programs, and much more. To access
information go to the City's website at www.palmspringsca.gov, click on the"Business"tab
and view the resources available under the "hot links"and the Tools for Business Success
section.
The City would like to hear your concerns and specific needs to be able to provide you with
both short and long-term assistance. If you have any concerns or suggestions to make
Palm Springs a better place to do business, please feel free to contact the Community and
Economic Development Department at 760-323-8259.
Sincerely,
Steve Pougnet Rick Hutcheson
Mayor Mayor pro tern
Ginny Foat Chris Mills Lee Weigel
Council member Council member Council member
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:3123/07
507639.2
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 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 ol'such insurance and the
delivery of politics, 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:
. 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
nullion 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 [THIS M OPTIONAL WITH USE OP SIIORT-FORM CSA]; 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.
S. Errors and Omissions 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
13 Revised:3/23/07
507639.2
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. [TIRS SF,CTION TO BE INCLUDED ONLY IF ERRORS & OMISSIONS
INSURANCE IS REQURIF,D]
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 B++, Class V11, 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 politics at
any time. Additional insured endorsements are not required f'or Errors and Omissions and
Workers' Compensation policies.
Verification of insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Dorm 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 'far any and all
workperformed with the City"may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-
insurance the City may have..." ("as respects City of Palm Springs Contract No. " or 'for any
and all work performed with the City" may be included in this statement).
3. "Should any of the above described policies he 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.
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.
14 Revis6d:3(23107
507639.2
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
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.
F. 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.
t5 ReviSed'.3/23/07
507639,2
CONSULTING SERVICES AGREEMENT
(Palm Springs Economic Development Corporation, Business Retention Services)
THIS AGR�EMENT FOR CONSULTING SERVICES (the "Agreement") is made and
entered into thislW day of f 2008, by and between the City of Palm Springs,
("City"), and the Palm Springs Economic Development Corporation, a California Non-Profit
Corporation ("Consultant").
RECITALS
A. City requires the services of an entity to provide "new business visitation" and
business retention services for the City of Palm Springs (Project")-
B. Consultant has submitted to City a proposal to provide new business welcome and
business retention services to City pursuant to the terms of this Agreement.
C. Based on its experience, 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. CONSULTANT SERVICES
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide 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 terns contained in the Scope of Services/Work and the tern-is
set forth in the main body of this Agreement, the tenns 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.
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$07639.2
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that
it has carefully considered how the work should be performed and fully understands the
facilities, difficulties, and restrictions attending performance of the work under this Agreement.
2. TIME FOR COMPLETION.
The time for completion of the services to be performed by Consultant is an essential
condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this
Agreement according to the agreed upon schedule of performance set forth in Exhibit "A."
Consultant shall not be accountable for delays in the progress of its work caused by any
condition beyond its control and without the fault or negligence of Consultant. Delays shall not
entitle Consultant to any additional compensation regardless of the party responsible for the
delay.
3. COMPENSATION OF CONSULTANT
3.1 Compensation of Consultant. 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 atnount shall not exceed Thirty Thousand Dollars
($30,000.00)
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 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 arnendrlent 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 of Palm Springs for each fiscal year covered by the
Agreement. If such appropriations are not made, this Agreement shall autornatically terminate
without penalty to City.
4. PERtiORNL4,NCE SCHEDULE
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5076392
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 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.
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 Consultant, including, but 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 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 twelve months,
commencing on �( l " " 2008 and ending onW(Q1nny�V .2009, unless extended by
mutual written agreement of the parties. p�U'
5. COORDINATION OF WORK
5.1 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 in connection
therewith: Tamara Stevens, Executive Director. 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 Director of Community and
Economic Development, 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 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
j Revised 3123/07
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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 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 assignment of the following personnel
without the prior written approval of the Contract Officer. Acting through the Director of
Community and Economic Development, 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:
Tamara Stevens Executive Director
Ed Torres President
6. INSURANCE
Consultant shall procure and maintain, at its sole cost and expense, policies of insurance
as set forth in Exhibit"I3," 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 liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards,
settlements, darnages, 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, 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.
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8. RECORDS AND REPORTS
8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer
such reports concerning the perfonnance 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 docurnents 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 parry of any default must
5 Revised.3123107
507639 2
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 ol'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 tenninate
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.
10. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION
10.1 Non-Liability of Citv 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 PROVTSTONS
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.
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507639 2
To City: City of Palm Springs
Attention: Director of Community and
Economic Development/City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Consultant: Patin Springs Economic Development
Corporation
P.O. Box 3205
Patin Springs, CA 92262
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 Severability. 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.
[SIGNATURE PAGE SEPARATELY ATTACHED]
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307fi39 2
IN WITNESS WHEREOF, the parties have executed this A.g-eemejit as of the dates
stated below.
"CITY"
City of Palm Springs
_ h
Date: 1 Z/ o Zoe By.
David H. Ready, Es1,r�
City Manager
ATTEST: APPROVED AS TO FORM:
V
i�
By. y rYY
es Thompson � /Dou a C
92[0 i• Alt . yityClerk omeoll
61)
"CONSULTANT"
Palm Springs Economic Development Corporation
Date: �10 Q By : / V
( S �• President)
Date:
G Vice President)
APPROVED BY CITY COUNCIL
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EXHIBIT "A"
CONSULTANT'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Perfonnance
9 Revised 3123/07
5076.192
EXHIBIT "A"
SCOPE OF SERVICES/WORK
Business Retention and Expansion Program and New Business Welcome Program
The PSEDC shall undertake a Business Retention and Expansion Program and a New Business
Welcome Program. The programs shall be combined into the Business Retention Program,
directing the PSEDC to focus resources on those businesses just getting started in Palm Springs,
when the need is greatest. The PSEDC shall have the flexibility to commit its resources to the
activities which they determine to be most productive.
Under the Agreement, the PSEDC shall:
• Visit each new small business (sole proprietors to 25 employees) with a physical address
in Palm Springs once they have applied for a business license, to provide the businesses
with business start-up information. In addition, PSEDC shall conduct a short survey to
determine opportunities to assist the business and refer resources and assistance.
• Identify and coordinate with the City a visit to every new business with more than 25
employees.
• Revisit each "visited" new business at G months to determine the status of the business
and any additional resource or assistance needs.
• Provide businesses information on resources available and assist the business in receiving
assistance by providing follow up with the service provider.
• Provide twice-yearly reports to the City, which shall include the following information:
1. Number of new businesses visited and the contact information for each business,
including e-mail. (Round 1).
2. Number of follow up visits made (Round 2).
3. Retention rate (Round 2/Round 1).
4_ Summary of resources provided and/or service providers connected.
5. Recoimnendations for future policy discussion.
The contract shall be a flat (paid monthly) contract to give the flexibility to the PSEDC to
commit resources to the most productive activities.
10 Revised 3123/07
5076,191
EXHIBIT "B"
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minlinum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
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507639 2
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 tern of this
Agreement, including any extension thereof, and shall not be cancelable without thirty (30) days
advance written notice to City of any proposed cancellation_ Certificates of insurance evidencing
the foregoing and designating the City, its elected officials, officers, employees, agents, and
volunteers as additional named insureds by original endorsement shall be delivered to and
approved by City prior to commencement of services_ The procuring of such insurance and the
delivery of policies, certificates, and endorsements evidencing the same shall not be construed as
a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents,
employees, and volunteers.
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 (S1,000,000.00) 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
(S1,000,000.00) per occurrence; and,
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 SI million per occurrence. if Consultant has no employees, Consultant shall complete the
City's Request for Waiver of Workers' Compensation Insurance Requirement fora.
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 VII, 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, effecting all of the
12 Revised:3123107
S%639?
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 Fonn 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:
I. "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
worlcperformed with the City"maybe included in this statement).
2. "This insurance is prima>'y and non-contributory over any insurance or set(-
insurance the City may have..." ("as respects City of Palm Springs Contract Na. " or 'for any
and all worlcperformed with the City" may be included in this statement).
I "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.
4. Both the Workers' Compensation and Employers' Liability politics shall contain
the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees,
agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the
certificate holder on the policies.
All certificates of insurance and endorsements are to be received and approved by the City
before work commences. All certificates of insurance must be authorized by a person with
authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter.
Failure to obtain the required documents prior to the commencement of work shall not waive the
Consultant's obligation to provide them-
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
eliminate such deductibles or self-insured retentions as respects the City, its elected officials,
officers, employees, agents, and vohmteers; 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
13 Revised:3/23/07
507639 2
retention under the policy. Consultant guarantees payment of all deductibles and self-insured
retentions.
F. 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.
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