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HomeMy WebLinkAbout05563 - MUNIFINANCIAL CFD ANNEXATION SERVICES DOCUMENT TRACKING Page: 1 Report: One Document Detail February 12, 2009 Condition: Document Numbera5563, Document# [lp_tion Approval Date Expiration Date Closed Date A5563 CFD 2005�1 Ali j in Services 10/07/2007 06/30/2008 Company Name/ MuniFinari l Address: 27368 Via Industria, Suite 110, Temecula, CA 92590 /�� Contact: Paul Whitei ;"�r. Vice Pres. Group: CITY MANAGER Contract Amt. Total Paid Balance Service: In File $25,000.00 $25,000.00 xRef: CITY MANAGER Ins. Status: A policy i has Expired QocumentTracking Items: Due Completed Tracking Am un Amount Code Item Description Date Date Date Added Paid under$25k- CM may auth $25,000.00 kdh / to CM for sig 1 010 5/2 0 0 7 kdh distrib to Marilynn H IN FILE 10/08/2007 kdh / note to�Tom Wilson OK to close? 0211 2/2 0 0 9 V ,� L�" I,J w w w w x w END OF REPORT w w + w w w RECEIVED FEB is 2C09 CONSULTING SERVICES AGREEMENT MuniFinancial for Community Facilities District (CFD)Annexation Services THIS AGREEMENT FOR CONSULFrNG SERVICES (the "Agreement") is made and entered into this5t_hday ofSeptember , 2007, by and between the City of Palm Springs, a California charter city and municipal corporation("City"), and MuniFinancial ("Consultant"). RECITALS A. City requires the services of a professional public sector financial consulting firm for Community Facilities District(CFD) Annexation Services ("Project"). B. Consultant has submitted to City a proposal to provide Community Facilities District(CFD)Annexation services to City pursuant to the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified to provide the necessary services to City for the Project and desires to provide such services. D. City desires to retain the services of Consultant For the Project. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to retain and does hereby retain Consultant and Consultant agrees to provide services to the City as follows: AGREEMENT L CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide Community Facilities District (CFD) Annexation 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 temps contained in the Scope of Services[Work and the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern. 1.2 Compliance with Law. All services rendered under this Agreement shall be provided by Consultant in accordance with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and tegulations 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. Mun]Rnancla�Annoxmon SeNrcuu 313112007 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 amount shall not exceed $2,800 for every three (3) property owners and/or tracts annexed into the district,or$25,000 total during the one year term. 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 an, approved by City consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Chan-ges. 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. MunlFlnanclal AnnexaVon Service 2 a/31/2007 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed 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 perforanance 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 goverment, 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 fourteen months and nine days, commencing on April 21, 2007, and ending on June 30, 2008, 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: Chris Fisher, Principal Consultant. 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 Muni Flnan=T AnnekaGon Semce: 3 0)37/2007 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 City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Chris Fisher Principal Consultant Jennie Carter Analyst II G. 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. INDEM(yIFICATION. 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. 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. MumFnancW AnneWien Services 4 8/31/2007 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 Consuhant 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. 8A 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 perforating under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 'Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. MunlFlnandal Annexatlen$eNLWu $ 8/3112 0 07 9.3 Rights and Remedies are Cumulative. ,Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.4 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant, except that where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare,the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 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. Notice shall be deemed communicated seventy-two (72) hours firom the time of mailing if mailed as provided in this Section. MuniFlnindal Mnaxallan Services b &3��2007 To City: City of Palm Springs Attention: City Manager& City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: MuniFmancial Attention: Chris Fisher 27368 Via Industria, Suite 110 Temecula, CA 92590 11.2 Integrated Agreement_ This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 11.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 11.4 Severabilitv. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 11.5 Authority, The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. [SIGNATURE PAGE SEPARATELY ATTACHED] Manirinanclal Annexafan Services 7 W3112007 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: �p• .�'� David H. Rea y City Manager Not-To-Exceed S �% • f APPROVED AS TO FORM: ATTEST f y: ' By: - Douglas C. H I'�nd, ies Thompson, 1 d/bB�ZDQ� City Attorney ity Cleric APPROVED SY CITY //MANAGER "CONSULTANT" MuniFinancial Date: 09/05/2007 By :Paul Whit:elaw name) (Senior Vice President) Date: 09/06/2007 Roy Gill (name) _ — - �z (secretary) Not Ya Exceed zs4s—:� Without i'Ite WHtten Authoriz Manager.011011 Of The City MuniFinanclal Annexation SeNices $ W3112007 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of fees And Schedule of Performance MunAnanaial Anne Uon SuNice3 9 al3VZ007 SCOPE OF SERVICES Community Facilities ■ (CFD)Annexation Services Contractor will work closely with City staff and its other consultants and advisors in the annexation of specified residential tracts into Community Facilities District 2005-1 which was formed by the City Council in 2005 to help fund public safety services. Contractor's Responsibilities For each annexation, Contractor will: A. Research and collect relevant information, such as the tax parcel maps and information, land use and development plan, improvements to be constructed, cost estimates and phasing. B. Prepare a Boundary Map of the proposed annexation that meets the requirements of the Community Facilities Act, C. Assist legal counsel in the preparation of the following documents: petition for staff to mail to the developers; necessary consent and waiver documents; and resolutions for the Intent Meeting and Public Hearing, including the Resolution of Intention and Resolution of Formation. MuniFinancial will also review staff report(s) drafted by City staff and provide comments and edits, if applicable. D. Coordinate with the City Clerk or other City staff in order for the City to tally all ballots. E. Prepare draft resolutions as necessary and, if requested, assist in the preparation of staff reports. The City acknowledges that all resolutions are intended to be reviewed by the City Attorney for form and content. Additional Responsibilities of Contractor 1. Attend Meetings Contractor shall attend up to two (2) meetings with the City and the consultant team as directed by the City engineer or project coordinator. Additionally, we will attend the Council meetings for the adoption of the resolution of intention and the public hearing. Contractor shall attend up to two (2) meetings per annexation project, one (1) City Council meeting for the adoption of the Resolution of Intention; and one (1) City Council meeting for the Public Hearing and adoption of the Resolution of Formation. MiniFnanefal AnnexpUbn Sewlcus 10 8/31/2007 2. Coordinate with City and Consultant Team Contractor shall coordinate with the City and other members of the City's consultant team during the formation of the district. Client Responsibilities Contractor will rely on being able to obtain the following information from the City or the developer: • Proposed project development information. • Estimated costs of maintaining the facilities to be included in the CFD. • Property owner information on an as-needed basis. 7. CONTRACTORS QUALIFICATIONS 2. MuniFinancial is one of the largest public-sector financial consulting firms in the United States with corporate headquarters in California and regional offices throughout the country. Since 1987 we have helped over 600 public agencies and nonprofit organizations successfully address a broad range of financial challenges. MuniFinancial assists local agencies with arbitrage rebate, investment consulting, municipal disclosure, and special district administration. The firm currently has a staff of 70 dedicated professionals with the range of expertise necessary to provide high-quality service to all our clients. 3. Key Staff Assigned Contractor proposes to assign the following key staff in the performance of this project: a. Chris Fisher, Principal Consultant Chris Fisher is a Principal Consultant in the Financial Consulting Services Group at MuniFinancial. He is one of MunlFinancial's experts in Community Facilities District (CFD) and Assessment District formation and administration. Prior to joining the Financial Consulting Services group, Mr. Fisher served as Senior Project Manager for the Northern California region in the District Administration Services Group at MuniFinancial. He has specialized expertise in the administration of 1915 Act Assessment Districts, 1972 Act Landscape and Lighting Districts, 1982 Benefit Assessment Districts, and Meilo-Roos Community Facilities Districts, including: MunlFinanclal Annuxallon services 11 8131l2007 Administration of Marks-Roos and Mello-Roos Pools, + Delinquency monitoring, and Preparation of Continuing Disclosure Reports to bondholders. Mr. Fisher oversaw the annual administration of all of the aforementioned district types for cities, counties, and Special Districts throughout Northern California. Before taking over his management responsibilities, Mr. Fisher was an analyst responsible for day-to-day district administration. Prior to joining MuniFinancial, he worked as a budget and financial analyst for an airline and an electronics corporation. b. Jennie Carter, Analyst II Jennifer Carter is an Analyst II within the Financial Consulting Services Group based in MuniFinancial's Temecula office. She provides support to senior associates for special district formations and annexation projects. Client interaction also falls under her purview. Ms. Carter's responsibilities include coordinating and conducting activities involved with all aspects of the formation and annexation processes of special districts. She is also responsible for creating district diagrams and boundary maps. Ms. Carter joined MuniFinancial in May 2005, MuniFnanolal Annexation SeNiGus 12 8/31/2007 SPECIAL REQUIREMENTS 1. Section 5.2(2) is hereby modified to read as follows: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'fees incurred in connection therewith that may be asserted or claimed by any person, firm, or entity to the extent caused by the negligent activities of Contractor its agents or employees hereunder, excepting only liabilities due to the active negligence or willful misconduct of the CITY, its agents or employees; 2. Except as expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. Munlpinancial Annexation Services 13 5/31/2007 SCHEDULE OF COMPENSATION Contractor agrees to perform all phases of the project described herein for a fixed not- to-exceed price of$2,800 for every three (3) property owners and/or developers of property to be annexed into the district. For tracts where the developer and property owner are not the same, they may be considered separate entities in the annexation proceeding. This price includes all direct expenses required to complete the project. Additional Service Information Contractor agrees to remain available to attend additional meetings and provide additional consulting services beyond the scope of the tasks listed here, as requested by the City. Such services may include: • Changes in project scope ■ Any other services not specified in this scope It is understood that if City requires services outside of the agreed upon scope of services, Contractor will invoice City at an hourly rate as set forth in Contractor's Schedule of Rates. Invoicing will occur on a monthly basis, as work is completed. 2007 Schedule of Rates i._._c[.{.'t-•pa , i. an :,,.:::,-,___.-.__..__,. .-.-�`h'-rile---__= ->;MST;-:--==_=_i. ;�r,,:__-_•.:_�_,,-=_. =Qiarl,^;;Rate_ ._,�-- _ _ Division Manager $200 Principal Consultant 190 Principal Engineer 170 Senior Project Manager 155 Project Manager 135 Senior Project Analyst 120 Senior Analyst 110 Analyst 90 Analyst Assistant 75 Property Owner Services Representative 55 - Support Staff 50 MunlFlnarchl Annexadan SeNlces 44 8137/2007 SCHEDULE OF PERFORMANCE Time is of the essence of this agreement. CONTRACTOR shall perform all services hereunder as expeditiously as is consistent with professional skill and care, as well as the orderly progress of the Project work so as not to be the cause, in whole or in part, of delays in the completion of the Project or in the achievement of any Project milestones, as provided herein. Specifically, CONTRACTOR shall perform its Services so as to allow for the full and adequate completion of the Project within One Hundred and Twenty(120) days of receipt of a notice to proceed. If at any time it appears that the project cannot be completed by the date specified, CONTRACTOR shall notify CITY of that fact and provide an estimate of the time when the project will be completed. If CONTRACTOR has been the sole source of delay, and if completion of the project would be expedited by use of other or additional consulting services, CITY may use the retained amounts for the purpose and shall be relieved of paying such retention to CONTRACTOR. If the CONTRACTOR's work is not satisfactory, CITY has the right to take appropriate action, including but not limited to: (1) meeting with the CONTRACTOR to review the quality of the work and resolve matters of concern; (2) requiring the CONTRACTOR to perform the work at no additional fee until it is satisfactory; (3) suspending the delivery of further work to the CONTRACTOR for an indefinite time; (4) withholding payment; or(5) terminating the Agreement as set forth in Section 7.8. MuniFnancial Annexatlon services 1S 9/31/2007 EXHIBIT CW3 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) MunlFlnanclal Annomfian 5crv1ce5 16 MIP2007 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 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 Scone of Insurance. The minimum amount of insurance required hereunder shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)per occurrence; 3, Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate; and, 4_ Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one trillion dollars$1 trillion 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 MunlFlnandal Anne allcn Servlees 17 8/31=07 the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier, or equivalent coverage with another company, in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement, Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. C. Sufficiency of Insurers. Insurance required herein shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Racing of Ba+, Class VII, or better,unless otherwise acceptable to the City. D. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf All proof of insurance is to be received and approved by the City before work conunences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 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 far any and all workperfonned 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 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 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. MUM,Fpancial Annexation Semccs 18 WaV2007 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. MuniSronclal Annexation Servlcc„ 19 8 I/W07