HomeMy WebLinkAbout05556 - KEENAN & ASSOCIATES INC LOSS CONTROL AND RISK MGMT SVCS OCUMENT TRACKING
Page:1
Report: One Document Detail — —Q � �� 0311512010
Condition: Document Numbera5556, �� \� qQ
Document# Description Approval Date Expiration-Date Closed Date
A5556 Loss Conlrol and Rish Mgmt Services 0912612007 02/28/2008
Company Name: Keenan &Associates, Inc.
Address: John Stephens,Sr.Vice President, P B Box 4328,Torrance,CA 90601
Contact: Mr.Stephens
Group: ADMINISTRATION
Service: In File
xRef: TROY BUTZLAFF 760 323-8202
Ins.Status: Certificate has Discrepancies
Document Tracking Items: Due Completed Tracking Amount Amount
Code Item Description Date Date Date Added Paid
not more than$25k-CM may auth
CM signed before submitting to our dept
kdh to Jay for Sig 09/2712007
kdh distrib to Marilynn IN FILE 09/28/2007
" END OF REPORT A�
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CONSULTING SERVICES AGREEMENT
(Loss Control and Risk Management Services)
THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is made and
entered into this I" day of September 2007, by and between the City of Palm Springs, a
California charter city and municipal corporation ("City"), and Keenan & Associates, Inc., a
California corporation("Consultant").
RECITALS
A. City requires the services of a professional risk management consultant to
perform inspections at certain City facilities and to conduct certain risk management related
training classes for certain City personnel ("Project").
B. Consultant has submitted to City a proposal, dated July 26, 2007, to provide loss
control and risk management services to City pursuant to the temms 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 loss control and risk management 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 sen7ices and work
shall be perfonned in a competent, professional, and satisfactory manner in accordance with all
standards prevalent in the industry. In the event of any inconsistency between the tenns
contained in the Scope of Services/Work and the terms set forth in the main body of this
Agreement, the terms set forth in the main body of this Agreement shall govern.
1.2 Compliance_with Law. All services rendered under this Agreement shall be
provided by Consultant in accordance with all applicable federal, state, and local laws, statutes
and ordinances and all lawful orders, rules, and regulations promulgated thereunder.
1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such
licenses, permits, and approvals as may be required by law for the performance of the services
required by this Agreement.
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0R1,G I ,iIL :S9D
AND/OR AGREZWER11I
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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 tinder this Agreement.
2. TIME FOR COMPLETION.
The time for completion of the services to be perfonned 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." City
shall provide Consultant with timely access to such information and individuals, including its
outside advisors and consultants, as may be necessary for Consultant to perform the services.
Consultant shall not be responsible for any delay in its performance that results from the failure
of City, or any person acting on behalf of City, to make available such information or individual
in a timely manner.
City represents and warrants that all information provided to Consultant shall, to the best
of its knowledge, be complete, accurate, and current, and that Consultant may rely upon such
information without further investigation or review. City understands such information will not
be independently audited by Consultant, and that Consultant shall have no liability to City or to
any third person as a result of Consultant's reliance on any information provided to it by City, or
City's outside representatives (e.g., City's accountants, contractors, attorneys, and vendors).
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 $25,000_
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. Payment shall be based on the fee schedule set forth in Exhibit "A" for authorized
services perfonned. 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.
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3.4 Appropriations. This Agreement is subject to and contingent upon funds being
appropriated therefore by the City Council of City for each fiscal year covered by the
Agreement. If such appropriations are not made, this Agreement shall automatically terminate
without penalty to City.
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All services rendered pursuant to this Agreement
shall be perfonned 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. Neither party shall be liable or deemed to be in default for any
delay or failure in performance under this Agreement resulting, directly or indirectly, from acts
of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions,
earthquakes, floods, power outages, failure of computer systems, machinery or supplies,
vandalism, strikes, or other work interruptions, or any similar or other cause that is beyond the
reasonable control of either party. The parry whose performance is affected by such condition
shall within ten (10) days of the commencement of such condition notify the other party who
shall ascertain the facts and the extent of any necessary delay, and extend the time for
performance if such other party determines the delay is justified. Both parties shall make good
faith efforts to perform under this Agreement in the event of any such circumstances, and full
performance shall resume as soon as is practicable once the condition that is cause for the delay
has abated.
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 six months,
commencing on September 1, 2007, and ending on February 29, 2008, unless extended by
mutual written agreement of the parties.
5. COORDINATION OF WORK{
5.1 Representative of Consultant. The following individual 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-. John
Stephens, Senior Vice President. Such individual shall be responsible during the tern of this
Agreement for directing all activities of Consultant and devoting sufficient time to personally
supervise the services hereunder. Such individual 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, frilly 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.
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543990.1
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
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 persormel
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:
John Stephens Senior Vice President
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
A. Consultant agrees to defend and indemnify, and hold the City, its council
members, officials, officers, agents, and its employees free and harmless from and against any
and all losses, damages, liabilities, clairns, causes of action (whether legal, equitable or
administrative), judgments, court costs and legal or other expenses (including attorneys' fees)
(collectively "Claims") which the City, its council members, officials, officers, agents, or its
employees may suffer or incur arising from the willful misconduct or negligence of Consultant
and those acting on behalf of Consultant, except to the extent such Claims arise from the willful
misconduct or negligence of the City, its council members, officials, officers, agents, or its
employees.
B. City agrees to defend and indernrrify, and hold the Consultant free and harmless
from and against any and all Claims which Consultant may suffer or incur arising from the
willful misconduct or negligence of City, its council members, officials, officers, agents, and its
4 Keenan&A=ciates,Inc
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employees, except to the extent such Claims arise from the willful misconduct or negligence of
the Consultant.
8. RECORDS AND REPORTS
8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer
such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require_
8.2 Records. Consultant shall keep such books and records as shall be necessary to
properly perform the services required by this Agreement and enable the Contract Officer to
evaluate the performance of such services. The Contract Officer shall have full and free access
to such books and records at all reasonable times, including the right to inspect, copy, audit, and
make records and transcripts from such records.
8.3 Ownership of Documents,. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of this Agreement
shall be the property of City and shall be delivered to City upon request of the Contract Officer
or upon the iennination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights or
ownership of the documents and materials hereunder. Consultant may retain copies of such
documents for its own use. Consultant shall have an unrestricted right to use the concepts
embodied therein.
8.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract
Officer.
8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee
time sheets, accounting records, and other evidence pertaining to costs incurred while performing
under this Agreement and shall make such materials available at its offices at all reasonable
times during the tern 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 perfonnance 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 or any right or remedy of a non-
de£aulting party on any default shall impair such right or remedy or be construed as a waiver.
No consent or approval of City shall be deemed to waive or render unnecessary City's consent to
5 Keenan&Associates,Inc
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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 ofthis Agreement.
9.3 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or
remedies for the same default or any other default by the other party.
9.4 Legal Action. hi 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 inay be detennined by the City. Upon receipt of the notice of termination, Consultant
shall irmnediately 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.
9.6 Attorney Fees. In the event either party shall commence any action against the
other party relating to this Agreement, or for the breach of any obligation contained herein, the
prevailing party shall be entitled to recover from the losing party reasonable attorneys' fees,
expenses, and court costs.
10. CITY OFFICERS AND EMPLOYEES; NON-DISCRINIINATION
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 atnount 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
Keenan&Associates Inc
543990 7
either served personally or sent by pre-paid, first-class mail to the address set forth below. Either
party may change its address by notifying the other party of the change of address in writing.
Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed
as provided in this Section.
To City: City of Palm Springs
Attention: City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Consultant: Keenan &Associates, Inc_
Attention: Legal Department
2355 Crenshaw Boulevard, Suite 200
Torrance, California 90501
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.
11.6 Marketing. Consultant may use City's name in its representative client list-
Consultant shall obtain City's written consent before using City's name for any other purpose.
11.7 Solicitation of Employees. Throughout the term of this Agreement and for one
year following its termination date, City shall not solicit or employ directly or indirectly (whether
as an employee, consultant, or otherwise, or for itself or a third party) any of Consultant's
employees, contractors, or consultants who perfonned work for City under this Agreement without
Consultant's prior written approval.
11.8 Third Party Beneficiary. Nothing contained in this Agreement is intended to
confer, nor shall this Agreement be construed as conferring, any rights, including, without
limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party
hereto.
543990 1 7 Keenan&Associates,Inc
[SIGNATURE PAGE SEPARATELY ATTACHED]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
Not To Exceeda
"CITY" Without The Expo ss Written
City of Palm Springs Authorization Of The City
Manager.
Date: By
David H. Ready,
City Manager
APPROVED BY CITY MANAGER
�1�a1•v� 55b
APPROVED O FORM: ATTEST ~
y gJ
Douglas [olland, Thompson,City Atto ey lerk
"CONSULTANT"
Keenan & Associates, Inc., a California corporatiOn
Date: I z- I a By: 5)�2=
J Stephens
Senior Vice President
Date:
�eitls'Pippa d°
Secretary
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543990.1
EXHIBIT "A"
CONSULTANT'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
543990.1 9 Keenan&Associates,Inc
EXHXBIT "A"
PROPOSAL FOR LOSS CONTROL /RISK MANAGEMENT
SERVICES
July 26, 2007
To Whom It May Concern:
Keenan and Associates ("Consultant")is pleased to present the following proposal for loss control and
risk management services for the City of Palm Springs, California.
PART I. CONSULTANT'S SCOPE OF SERVICESIWORK
AAIn��Seayi�es
Keenan will provide property and liability inspections, as described below, of City-owned
facilities that are open for public use.
• Keenan and Associates boss Control Consultants will conduct a visual inspection of City
owned parks and recreational facilities for the purpose of identifying potential property
damage and liability exposures. '1 he Loss Control Consultants conducting the inspections
have the designation of Certified Playground Safety Inspectors (CPS1) issued by the National
Playground Safety Institute through the National Recrc:atton and Parks Association. A
written report will be provided within 14 working days after the physical inspections. The
report will contain an explanation of the observations made by the inspector and
recornmendations specific to each location inspected. Photographs of priority observations
will be included in the reporr. Keenan's sole deliverable with respect to the above-described
service shall be its written report.
• Keenan and Associates Loss Control Consultants will conduct a visual inspection of City
owned facilities open to the public (excluding Palm Spring Airport) for the purpose of
identifying potential property damage and liability exposures. The Loss Control Consultants
conducting the inspections have the designation of Associate Risk Manager. A written report
will be provided within 14 working days after the physical inspections. The report will
contain an explanation of the observations made by the inspector and recommendations
specific to each location inspected. Photographs of priority observations will be included in
the report. Kcenan's sole deliverable with respect to the above-described service shall be its
written report.
• Prior to any inspection, representatives of.Keenan and the City shall establish in wilting. (i)
the facilities to be inspected, (it) the date(s) of each inspection, (iii) the nature and scope of
each inspection, and (iv) mutually agreed procedures relating to the performance of each
inspection.
1
• Keenan's inspection services are intended to (i) promote safety awareness, (it) assist in the
identification of conditions which may pose a risk of bodily injury and/or property damage,
and (iii) offer recommendations and/or suggestions to help mitigate Elie risks identified.
Keenan does nor represent that its inspections will identify every potentially hazardous
condition at a City facility. Furthermore,while we are confident rhar Kcenan's loss control
services will promote a safer environment,we do not represent that our recommendations
will eliminate all risk of injury-or property damage, or that they will result in unproved loss
experience. Keenan's inspections are not intended to substitute for ongoing inspection and
maintenance of City facilities, or any service that should be performed by a licensed or
certified service professional (e.g., I IVAC conEtactoz, electrician, plumber, elevator service
personnel, etc.).
D. Office Ergonomics Training
A Keenan and Associates ergonomist will conduct 3 one-hour office ergonomics training
sessions designed for clerical employees, as described below:
• The employees to receive this training will be selcctud by the City. The training session will
address proper equipment placement and repetitive motion injury prevention. Handouts will
be provided by Keenan and Associates to [hose attending the training.
• The City will provide the training facility.
• The ergonomist will also provide a set of 6 office ergonomics safety awareness materials
supervisors can distribute to reinforce the training provided to employees.
C Compliance Training
Keenan and Associates will provide 3 Training scissions for City personnel, as described below:
• rich training session is one hour with the exception of the Harassment Prevennon Training
for Supervisors which is 2 hours.
• Handouts appropriate to each session will he provided.
• Topics shall be selected b y the City from the following list:
Back Safety Awareness for Public Works Employees
Heat Stress Prevention Training
Idazard Communication Program Traiaiing
Defensive Driver Training
Equipment/Machine Guarding Training
Personal Protective Equipment Training
T,ockout/Tagout Training
Accident Investigation Training (Supervisors)
Harassment Prcvcnrion Training (Supervisors)
Harassment Prevenuon Training
PART II. SCHEDULE OF PERFORMANCE
2
The dates and times of all inspections and training classes will be scheduled at die mutual agreement and
convenience of the parties, provided that the performance of all Consultanr services identified in this
Proposal shall be completed no later than six months from September 1, 2007
PART 111. PEES
Keenan's fees for this engagement are twenty-five thousand dollars ($25,000). Client shall pay five thousand
dollars ($5000) upon execution of the service agreement. A second installment of ten thousand dollars
(510,000) shall be payable on Dccumber 1,2007 and the final installment of ten thousand dollars ($10,000)
shall be paid on the sooner of February 29, 2007 or Keenan's completion of all services described in this
proposal.
We are looking forward to working with the Ciry of(halm Springs, anti recommend that that, prior to the
anticipated September 1,2007 contract commencement,we meet with the City Manager and other City
personnel, as appropriate, to establish the specific parameters of the inspections and to schedule the service
dates far the inspections and the training classes.
Respectfully submitted,
j n Steph� s, em ce p1es nt
I. Associates
3
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)
Keenan&ASscciates,Inc
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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 terin 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 ($1,000,000.00) combined single limit coverage per occurrence and two
million dollars ($2,000,000) general aggregate;
2. Automobile liability insurance with limits of at least one million dollars
($1,000,000.00)per occurrence;
3. Professional liability (errors and omissions) insurance with limits of at
least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000)
annual aggregate; and,
4. Workers' Compensation insurance in the statutory amount as required by
the State of California and Employer's Liability Insurance with limits of at least one million
dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the
City's Request for Waiver of Workers' Compensation Insurance Requirement form.
For any claims related to this Agreement, Consultant's insurance coverage shall be.
primary insurance as respects City and its respective elected officials, officers, employees,
agents, and volunteers. Any insurance or self-insurance maintained by City and its respective
elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's
insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability
Insurance only, the insurer shall waive all rights of subrogation and contribution it may have
against City, its elected officials, officers, employees, agents, and volunteers.
B. Errors and Omissions 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
11 Keenan&Associates Inc.
543990.1
the completion of Consultant's services under this Agreement, or (2) to maintain professional
liability insurance coverage with the same carrier, or equivalent coverage with another company,
in the amount required by this Agreement for at least three years after completion of
Consultant's services under this Agreement. Consultant shall also be required to provide
evidence to City of the purchase of the required tail insurance or continuation of the professional
liability policy.
C. Sufficiency of Insurers. Insurance required herein shall be provided by
authorized insurers in good standing with the State of California. Coverage shall be provided by
insurers admitted in the State of California with an A.M. Best's Key Rating of A-, Class VII, or
better, unless otherwise acceptable to the City.
D. Verification of Coverage. Consultant shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, effecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be
received and approved by the City before work commences. City reserves the light to require
Consultant's insurers to provide complete, certified copies of all required insurance policies at
any time. Additional insured endorsements are not required for Errors and Omissions and
Workers' Compensation policies_
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees, and agents are named as an
additional insured... " ("as respects City of Palm Springs Contract No. " or '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 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.
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All certificates of insurance and endorsements are to be received and approved by the City
before work connnences. 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 docwueats 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 Linder 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.
R 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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