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HomeMy WebLinkAbout05724 - PALM SPRINGS ECONOMIC DEVELOPMENT CORPORATION SUSTAINABILITY PROJECT PROFESSIONAL SERVICES AGREEMENT Sustainability Project THIS PROFESSIONAL. SERVICES AGREEMENT (the "Agreement") is made and entered into this 15th day of October, 2008, ("Effective Date') by and between CITY OF PALM SPRINGS, a California charter city and municipal corporation, ("City") and PALM SPRINGS ECONOMIC DEVELOPMENT CORPORATION, a non-profit public interest corporation organized under the laws of the State of California ("Consultant"). City and Consultant are sometimes individually referred to as "Party" and are collectively referred to as the "Parties." RECITALS A. City has determined that it requires the service of an independent contractor to assist the City in the preparation of an overall master plan for a sustainable city. B. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. C. City desires to retain Consultant to provide such professional services. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Description of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to provide those services specified in the Description of Services, Exhibit "A" to this Agreement (the "services" or "work" or "Description of Services."). Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner in accordance with all standards prevalent in the industry. In the event of any inconsistency between the terms contained in the Description of Services and specific terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern. 1.2 Compliance_with Law. All services rendered under this Agreement shall be provided by Consultant in accordance with all applicable federal, state, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder. snn�nv i 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 FamiliaritV 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. 1.5 Personnel. All services shall be performed by Consultant or under her supervision and all personnel engaged in the work shall be qualified to perform such services. 2. TERM OF AGREEMENT. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall commence upon the effective date of this Agreement and continue in full force and effect for a period of six (6) months, unless extended by mutual written agreement of the Parties. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. For the services rendered pursuant to this Agreement, Consultant shall be compensated in an amount not to exceed Sixteen Thousand Seven Hundred and Seventy-Five Dollars ($16,775.00). Consultant will be paid a total amount for each Task as specified on the Schedule of Payment, Exhibit °B" to this Agreement and the Consultant will be paid on a percentage of services work completed basis for each Task. THE MAXIMUM AMOUNT OF THE CITY'S OBLIGATION UNDER EACH TASK IS THE AMOUNT SPECIFIED AS THE TOTAL AMOUNT FOR EACH TASK ON THE DESCRIPTION OF SERVICES. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 3.1, THE DATA AND CALCULATIONS CONTAINED IN THE REVISED COST ESTIMATE SHALL HAVE NO EFFECT ON THIS AGREEMENT AND NOT BE USED FOR ANY PURPOSE IN THE INTERPRETATION OR ADMINISTRATION OF THIS AGREEMENT. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED FOR ANY TASK BEFORE THE CONSULTANT'S SERVICES UNDER THIS SECTION 3.1 ARE COMPLETED, CONSULTANT WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT SPECIFIED FOR EACH TASK. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, on or about the first business day of such month, Consultant shall submit to the City in a form approved by the City's Finance Director, an invoice for services rendered prior to the date of the invoice. Consultant will submit monthly invoices identifying the work completed and an estimate of the amount of services provided as a percentage of the services required pursuant to the applicable Task. Each invoice will be reviewed and approved the Contract Officer and if approved, paid within sixty (50) 2 days of receipt of the invoice. Each request shall be accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the Contract Officer. If the Contract Officer determines that the work under this Agreement or any specified Task hereunder is incomplete or that the amount of payment is in excess of the amount considered by City to be adequate, the Contract Officer, at his or her discretion, may reduce the payment amount accordingly 3.3 Changes in Scope. In the event any change or changes in the Description of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional 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; and/or (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated 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 Consultant shall commence the services on the Effective Date and shall perform all services on an "as needed" basis except as otherwise specified in the Description of Services. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The Consultant designates Robert Wise as 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. 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 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 3 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. Notwithstanding this prohibition, SERA ARCHITECTS, INC., shall be deemed approved to perform services under this Agreement. 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 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. 6. INSURANCE AND INDEMNIFICATION 6.1 Insurance. Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in Exhibit °C" to this Agreement. 6.2 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, 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. Consultant's liability for indemnification hereunder is in addition to any liability Consultant may have to City for a breach by Consultant of any of the provisions of 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. Consultant's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement- 4 7. RECORDS AND REPORTS 7.1 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. 7.2 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. 7.3 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. 7.4 Release of Information and Documents. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. 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. . 7.5 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. 8. ENFORCEMENT OF AGREEMENT 8.1 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 Orange, 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. 8.2 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. 8.3 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. 8.4 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. 8.5 Termination Prior to Expiration of Term. City may terminate this Agreement for its convenience at any time, with or without cause, in whole or in part, upon giving Consultant ten (10) days written notice, 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 such notice, City shall pay Consultant for services performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If City terminates a portion of this Agreement, such termination shall not make void or invalidate the remainder of this Agreement. Thereafter, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement pursuant to this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. 9. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 9.1 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. 9.2 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. 6 10. MISCELLANEOUS PROVISIONS 10.1 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. To City: City of Palm Springs 3200 E. Tahquitz Canyon Way P.O. Box 2743 Palm Springs, CA 92263 Attention: City Manager To Consultant: Palm Springs Economic Development Corporation P.O. Box 3205 Palm Springs, CA 92263 Attn: Executive Director 10.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof. No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing. 10.4 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. 10.5 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 and entered into this Agreement as of the date first written above- 7 "CITY" City of Palm Springs David Ready, City Ma ATTEST: APPROVED AS TO FORM: By.. r�r� ' By: i o za 14CC6 Douglas-Rolland / James Thompson, City Clerk City Attorney APPROVED BY CIS COUNCIL "CONSULTANT" Palm Springs Economic Development Corporation By: Print Name and Title Print Name and Title s "CITY" City of Palm Springs By: David Ready, itt r y� ATTEST: r r r APPROV�AS TO FORM: ,r� r"° e„ By: By: Douglas Holland James Thompson, City Clerk City Attorney APPROUED BY CITY COUNCIL "CONSULTANT" Palm Springs Economic Development Corporation By �A;"(fin �( By: vn a ra '-*e C V \ b_ n Ca�rcln V.ct es , -- -1LP_d' e.afi \Je- ( iv�e-Gtor Print Name and Title Print Name and Title s PSEDC'S PROPOSED SUSTAINABILITY SCOPE OF WORK "Description of Services" FOR THE CITY OF PALM SPRINGS — October 13, 2008 Task: Path to Sustainability Program PSEDC will assist the City of Palm Springs in its Path to Sustainability by providing input into the final outreach plan and support for community outreach meetings and workshops in support of the City of Palm Springs Sustainability Master Plan Effort. The purpose and intent of PSEDC's scope of work is to assist the City and the City's contractor for Sustainable Community Consulting Services Cogan Owens Cogan (COC) with the design and implementation of the outreach plan and to support the effort to carry it through completion. At the direction of the City and/or COC, PSEDC will provide support for meetings with local stakeholders as set forth by the City to discuss ideas, distribute and collect questionnaires, assimilate data, and assess the ideas of the targeted stakeholders. The purpose of the program is to educate and engage local stakeholders in the process of joining the City of Palm Springs on the Path to Sustainability. The fundamental strength of this process will be to assess the local business climate through these stakeholder meetings and bring valuable information back to the City at which time a Master Plan for Sustainability can be designed. Proposed Work Plan: 1. As part of this engagement, PSEDC will conduct the following efforts for Community Outreach: • PSEDC will assist in the development of a stakeholder database PSEDC will provide input into the outreach plan being prepared by COC by reviewing drafts and providing comments and suggestions prior to completion • Under the direction of the City Manager or his designee, PSEDC will provide support during up to 10 Outreach Meetings. • Tasks involved with this effort will include: i. Working with the city to identify stakeholder lists, ii. EDC will assist in the distribution of materials needed and questionnaires (to be prepared by COC) to be provided at all outreach meetings and presentations. iii. Notes will be taken during all outreach meetings and flip charts will be transcribed, compiled and summarized. A summary of each outreach meeting (via a template provided by the City) will be provided to the City along with the hardcopy questionnaires. iv. PSEDC will collect questionnaires at each meeting. Questionnaire results will be compiled and the results summarized (according to the City's summary template) and will be given to the City. V. PSEDC will work with City to have the questionnaire entered as an online survey tool and provide a link to the community. vi. Ongoing communications with the City including progress reporting and outreach outcomes will be provided as needed. 2. PSEDC shall also undertake assistance for the "Summit" as part of this agreement. • Tasks involved with this effort include: ii. PSEDC Executive Director and/or Assistant will attend each workshop at the Summit, take notes, and flip charts will be transcribed, compiled and summarized. A summary of all workshops (via City template) will be provided to the City. Section II Palm Springs Economic Development Corporation Schedule of Payment for City of Palm Springs Tasks Sustainability Plan for the City of Palm Springs Tasks Totals PSEDC Admin. Exec. Dir, I Assist. Billing Rates/Hour $75 $50 Sustainable Community Master Planning Efforts Outreach Program Tasks: a Assist in the development of a stakeholder database 3 3 $375 b Participate as needed in meetings regarding outreach plan 10 $750 and implementation c Work with Ci 's contractor for Sustainable Community 5 $375 Consulting Services-Cogan Owens Cogan d) Provide copies of materials at all outreach meetings and/or 5 $250 presentations e Identify staff and volunteers necessary to assist at meetings 20 10 $2,000 and educate them using prepared agendas and materials to solicit input and gather feedback regarding the sustainabili Ian f) Participate in training on sustainability principles and planning 5 3 $1,525 process to be provied by City or City designee Take notes, transcribe, compile and summarize outreach 10 100 $5,750 meetings and provide summaries (,according to template) to the City designee h Distribute questionnaires as needed, collect and compile 10 25 $2,000 information and provide summaries(according to template) to City designee alon2 with questionnaire hard copies i) Enter questionnaire into online survey tool, provide link to the 10 20 $1,750 community; collect, compile and summarize according to template and deliver City ') Maintain ongoing communications with City and report 10 $750 progress and outcomes regarding outreach activities as needed Summit Event Tasks: a Take notes durin Summit workshops and transcribe flipcharts 10 10 $1,250 used durin breakout sessions. Compile and summarize notes and deliver to City. Task Totals 1 931 176 0 $ 16,775 Schedule of Payment for Tasks to be performed: October, 2008 Payment-113 upon signing of contract= $5,591.67 November, 2008 Payment� $3,727.78 December, 2008 Payment= $3,727.78 January, 2009 Final Payment= $3,727.77 Billing Rates Include the following Overhead Items: Sustainable Community Master Plan Schedule of Payment 10-08 Rent, Telephone, Normal Office Supplies,Computer Resources, Insurance, Inhouse Xerox, and Mileage Sustainable Community Master Plan Schedule of Payment 10-08 INSURANCE REQUIREMENTS I. Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Consultant, its agents, representatives, or employees. Insurance required herein shall be provided by an authorized insurance company and admitted-in the State of California and having a minimum A.M. Best's Guide Rating of B+, Class VII or better, unless such requirements are waived in writing by the Risk Manager or his/her designee due to unique circumstances. In the event the Risk Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager or his/her designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. Consultant shall provide City certificates of insurance in a form acceptable to City indicating the deductible and self-insured retention amounts and the expiration date of the policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of the policy. All insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows: A. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least One Million Dollars ($1,000,000.00) bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The commercial general liability policy shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsements. B. Workers' Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. C. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of One Million Dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. II. Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the Risk Manager prior to commencing any work or services under this Agreement. At the option of the Risk Manager, either the insurer shall reduce or eliminate such deductibles or self insured retentions as respects City, its officers, employees, agents or volunteers; or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. III. Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant pursuant to this Agreement: A. The commercial general, business automobile, and employer liability policies shall be endorsed to contain the following provision, or a similar provision approved by the Risk Manager: "City and its officers, council members, officials, employees, agents, and volunteers, and any public agencies whose approval of the project is required, are additional insureds with respect to: liability arising out of acts or omissions of or on behalf of Consultant, products and completed operations of Consultant; premises owned occupied or used by Consultant, or automobiles owned, leased, hired, or borrowed by Consultant." The coverage shall contain no special limitations on the scope of protection afforded to additional insureds. Additional insured endorsements are not required for the professional liability and workers' compensation policies. B. For any claims related to this Agreement, Consultant's coverage shall be primary insurance as respects City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. In the alternative, the insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, council members, officials, employees, agents, and volunteers, and their respective insurers- C. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. D. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. E. Each insurance policy required by this section shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or modified by either Party, or reduced in coverage or in limits, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been provided to the City. Notwithstanding the foregoing in this subsection, if coverage is to be suspended, voided, or cancelled because of Consultant's failure to pay the insurance premium, the notice provided to City shall be by ten (10) days prior written notice- F. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. G. None of the insurance coverages required herein will be in compliance with these requirements if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the Risk Manager and approved in writing. H. Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsement§ may delay commencement of the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided herein. I. Consultant agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review- J. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights hereunder in this or any other regard. K. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage- L. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. M. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this section. N. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. O. Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant's activities or the activities of any person or person for which the Consultant is otherwise responsible. IV. Verification of Coverage. Consultant shall furnish City certificates of insurance and original endorsements, including additional insured endorsements, in a form acceptable to the Risk Manager, affecting all of the coverages required by this section. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. Consultant shall provide to City all certificates and endorsements required by this section before commencing any work on the Project.