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HomeMy WebLinkAbout04904 - JENQUEST DBA INSURANCE DATA SERVICES INSURANCE TRACKING Jenquest Insurance Tracking Services AGREEMENT#4904 MO 7508, 06-30—04 CITY OF PALM SPRINGS - CONTRACT SERVICES AGREEMENT FOR INSURANCE CERTFICATE DATA MANAGEMENT SERVICES THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this ©ate day of J CLj_ 2004, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein 'City") and Jenquest, Inc. DBA Insurance Data Services, (herein "Contractor'). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specked in the "Scope of Services" attached hereto as Exhibit"A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully setforth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses,Permits, Fees and Assessments. Contractor 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. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest,which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees,assessments,taxes penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor(a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c)fully understands the facilities,difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement 1 of services hereunder. Should the Contractor discover any latent or unknown conditions,which will materially affect the performance of the services hereunder,Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers,documents, plans,studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages,to persons or property,until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in(i)the Contract Sum,and/or(ii)the time to perform this Agreement,which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000;whichever is less,or in the time to perform of up to one hundred eighty(180)days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement,if any,which are made a part hereof are set forth in the"Special Requirements"attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit"B" and any other provisions of this Agreement, the provisions of Exhibit"B" shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit"C" and incorporated herein by this reference, but not exceeding the maximum contract amount of twenty two thousand eighty Dollars, ($22,080)(herein "Contract Sum"),except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii)payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv)such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense 2 approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Pavment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1st)working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the"Schedule of Performance"attached hereto as Exhibit"D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s)specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to,acts of God or of the public enemy,unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten(10)days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement,however caused,Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement,this Agreement shall continue in full force and effect until completion of the services but not exceeding one(1)year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D"). 4.0 COORDINATION OF WORK 3 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Lee Roth It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which 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. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Aqainst Subcontractinq or Assiqnment. The experience, knowledge,capability and reputation of Contractor,its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent(25%)of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley ("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors,if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor,its agents or employees,perform 4 the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge,supervision or control of Contractor's employees,servants,representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor 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. Contractor 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. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain,at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 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 endorsement form CG2010(1185) or equivalent language. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily injury and property damage, Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Additional limits and coverages, which may include professional liability insurance, will be specified in Exhibit B. All of the above policies of insurance shall be primary insurance. (Reference Section 5.4 regarding sufficiency.) The insurer shall waive all rights of subrogation and contribution it may have against the City,its officers,employees and agents,and their respective insurers. In the event any of said policies of insurance are canceled,the Contractor shall, prior to the cancellation date,submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance,endorsements,or binders are approved by the City. The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of 5 damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 5.2 Indemnification. Contractor agrees to indemnify the City,its officers,agents and employees against, and will hold and save them and each of them harmless from, any and all actions,suits,claims,damages to persons or property,losses,costs,penalties,obligations,errors, omissions or liabilities,(herein"claims or liabilities")that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor,its agents,employees,subcontractors,or invitees, provided for herein,or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement,whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (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; (b) Contractorwill promptly pay anyjudgment rendered againstthe City, its officers,agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City,its officers,agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or otherclaims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to,legal costs and attorneys'fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A"or better in the most recent edition of Best Rating Guide,The Key Rating Guide or in the 6 Federal Register, unless such requirements are waived by the City Manager or designee of the City ("City Manager") due to unique circumstances. In the event the City 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 Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Managerto the City Council of Citywithin ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor 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. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed,Contractor shall promptly notify the Contract Officer of said fact,circumstance,technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services,the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to 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 times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3)years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees,subcontractors and agents 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 Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7 7.0 ENFORCEMENT OF AGREEMENT 7.1 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 Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45)days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health,safety and general welfare,such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties,by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the parry's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. 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. 7.5 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. 7.6 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 declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8 7.7 Liquidated Damaqes. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of _NONE ($ ) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause,upon thirty(30)days'written notice to Contractor,except that where termination is due to the fault of the Contractor,the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination,Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer,except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2,take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages),and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7A0 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action,taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9 8.1 Non-liability of Citv Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that,by and for itself, its heirs, executors,assigns,and all persons claiming under or through them,that there shall be no discrimination against or segregation of, any person or group of persons on account of race,color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, 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 prepaid,first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two(72)hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration;Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations,arrangements,agreements and understandings, if any,between the parties,and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 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 a 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 are hereby declared as severable and shall be interpreted to carry 10 out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is duly organized and existing,(ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (III) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. SIGNATURES ON NEXT PAGE IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS ATTEST: a municipal corporation By. -- City Clerk City Manager _. LA C FIOU6 [ [DIV u"6 ( f. _ ' � 7i 11 CONTRACTOR: Jenquest, Inc. Check one:__Individual_Partnership_Corporation dba Insurance Data Services 151 N Lyon Avenue Hemet, CA 92543 Corporations require two notarized signatures: One from each of the following:A. Chairman of Board,President,or any Vice President: AND B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer). y `Signature(notarized)) y y / Signature(notadz d) 1 Name:---�lJ'7C.f Ir . Name:__SL�i..,=s Title: C F_ - --- Title:---L€,r e —f' ; 'e" 4 F� Address: ( � 8 _'�^ v"2 i +✓C, Address: KA State of�� State ofl 3 VN County 9 lf6dd a )sYYYs County of f)as rn-971U_befarem ��e VI�I/t �Iril/1,,/ OnQ beforeme,<MKf-�� °�• t���_�_ � personally appearedIII • Wad personally appeared j4©tr•.)<oac1� ° Lw - RWrL, personally known to me (or prmvo^ to me r,n ma hack of 1pe®@ffpflr ^^ -Y.. ,, -(or proved to me on the basis of to be the persona)whose name(a)is/are satisfactory evidence)to be the person(s)whose name(oare subscribed to the within instmment and acknowledged to me that subscribed to the within instrument and acknowledged to me that he/epe/iHey executed the same in his/herflfreir authorized /she/they executed the a in(iTs/her/their authorized capaciry(ies), and that by hislherRpeir signature(a) on the capacity(ies), and that 6 his r/then signatures) on the instrument the person(s),or the entity upon behalf of which the instrument the person(s),or a entity upon behalf of which the person(4 acted,executed the instrument. person(s)acted,executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Notary Signature: ^ — 1 -- Notary Signature: ' Notary Seal: Notary Seal: SME:TU R.B, _17 I/ Commission#1416933 YASMIN STORK NOtarl,Public-California Orange C,-rntV_%MyCcm,n. Commission 21324835 i( Notary Public-Califomta �, NlyConrm.PJ,rpiras MSan Diego Ccunhj Expires Oct 1,2,20Y'}5 12 EXHIBIT 'A' SCOPE OF SERVICES Contractor shall provide to the City all data management services necessary to track evidence of proper insurance coverage for accounts identified by the City. Definitions: "Account(s)" means service providers, contractors and others who, as a requirement of doing business with City, must provide proof of insurance coverage to City in the forms and in such amounts as are established by City. For billing purposes, Accounts are considered active while they are on, and for six months after they are removed from,the active Account listing provided by City. "Required Insurance"means those insurance coverages City's Accounts are required to obtain as a condition of doing business with the City. "Insurance Documents" means those documents relating to the Required Insurance for each defined Account category as described in Exhibit A below. "Data Management Services"and/or"Services" means the insurance and administrative services described in Exhibit A below. 1.0 CONTRACTOR shall (at its expense): 1.1 Contractor shall establish and maintain all systems and programs necessaryto maintain an accurate and up-to-date database of information concerning insurance information for City's Accounts. The most recent insurance certificate information and corresponding tracking information is to be kept in the database along with scanned images of current and historical Insurance Document(s) received and accumulated over time. As part of the tracking service, contractor shall: (a.) Establish and maintain a post office box for receiving Insurance Documents and process all such mail received within 5 working days. (b.) Scan all Insurance Documents to the appropriate Account as part of the tracking process. (c.)Keep insurance history records updated with all Insurance Documents that are received and can be matched to Accounts. (d.) Return to City via regular mail, all miscellaneous correspondence and documents received which do not pertain to the Accounts being tracked. 1.2 Contractor will track the following insurance coverage types as required for any Account: General Liability,Auto Liability,Workers'Compensation,Pollution Liability and Professional Liability. 1.3 Contractor will produce and mail insurance"deficiency"letters at specified intervals, (based on the Account category specific insurance requirement parameters supplied by City) to 13 each agreed upon Account or Account's insurance agent/broker. Letter types and timing cycles as follows: Letter Tvpe Timinq Parameter (a.) Introductory/Transition letter Commenced immediately after completion of implementation. (b.) No Coverage Letter (NC1) 14 days after completion of issuance of Notice Type(a),or 5 days after new Accounts have been added to the IDS system (post implementation). (c.) No Coverage—2°d Request (NC2) 21 days after issuance of Notice Type (b) (d.) Pre-expiration 21 days prior to any scheduled expiration date) (e.) Expired notification letter (DN1) 14 days after expiration of Required Insurance (f.) Deficient/ Incomplete coverage letter(DN1) Next business day after identification of deficient coverage. (g.) Deficient/incomplete coverage—2°d (DN2) 21 days after issuance of Notice Type (f) (h.) Canceled coverage letter(DN1) Next business day after cancellation notification (i.) Default/Final Notification (NC3, DN3) 21 days after issuance of Notice Type (c), (e), (g) or(h) above. 1.4 Interface with City (via fax/phone/mail) to resolve City defined insurance "deficiencies" regarding Account's insurance status. 1.5 Provide Account telephone service to answer account and agent questions regarding coverage deficiencies and other issues related to meeting defined insurance requirements. 1.6 Provide management reports, accessible via the Internet, communicating to City, information identifying Accounts failing to provide Insurance Documents required by City evidencing Required Insurance. Reports include: Default Report, Referral Report and Unidentified Certificate Report. 1.7 Develop City's insurance management database within the performance specifications agreed upon by both parties. 1.8 Retain all hard copy insurance certificates supplied to contractorfor one yearfrom receipt. Contractor will return any retained certificates to City upon contract termination unless otherwise instructed by City in writing. 1.9 Provide a report to City upon contract termination listing the known condition (current, inactive, deficiency etc.) of all active/inactive Accounts in the City's IDS databases. The report will be provided in both hard copy and on IBM format CD ROM. Report shall be provided within ten (10) days of Agreement termination. 1.10 Notify City in writing at least sixty (60) days in advance of any software changes affecting data transfer between City and Contractor. 14 each agreed upon Account or Account's insurance agent/broker. Letter types and timing cycles as follows: Letter Tvpe Timinq Parameter (a.) Introductory/Transition letter Commenced immediately after completion of implementation. (b.) No Coverage Letter (NC1) 14 days after completion of issuance of Notice Type(a),or 5 days after new Accounts have been added to the IDS system (post implementation). (c.) No Coverage—2°d Request (NC2) 21 days after issuance of Notice Type (b) (d.) Pre-expiration 21 days prior to any scheduled expiration date) (e.) Expired notification letter (DN1) 14 days after expiration of Required Insurance (f.) Deficient/ Incomplete coverage letter(DN1) Next business day after identification of deficient coverage. (g.) Deficient/incomplete coverage—2°d (DN2) 21 days after issuance of Notice Type (f) (h.) Canceled coverage letter(DN1) Next business day after cancellation notification (i.) Default/Final Notification (NC3, DN3) 21 days after issuance of Notice Type (c), (e), (g) or(h) above. 1.4 Interface with City (via fax/phone/mail) to resolve City defined insurance "deficiencies" regarding Account's insurance status. 1.5 Provide Account telephone service to answer account and agent questions regarding coverage deficiencies and other issues related to meeting defined insurance requirements. 1.6 Provide management reports, accessible via the Internet, communicating to City, information identifying Accounts failing to provide Insurance Documents required by City evidencing Required Insurance. Reports include: Default Report, Referral Report and Unidentified Certificate Report. 1.7 Develop City's insurance management database within the performance specifications agreed upon by both parties. 1.8 Retain all hard copy insurance certificates supplied to contractorfor one yearfrom receipt. Contractor will return any retained certificates to City upon contract termination unless otherwise instructed by City in writing. 1.9 Provide a report to City upon contract termination listing the known condition (current, inactive, deficiency etc.) of all active/inactive Accounts in the City's IDS databases. The report will be provided in both hard copy and on IBM format CD ROM. Report shall be provided within ten (10) days of Agreement termination. 1.10 Notify City in writing at least sixty (60) days in advance of any software changes affecting data transfer between City and Contractor. 14 EXHIBIT'B' SPECIAL REQUIREMENTS Section 5.1 (d)Contractor shall procure and maintain a policy of Professional Liability Insurance in the amount of$2,000,000 in conformance with the provisions of Section 5 of this Agreement. Section 5.2 Indemnification. Contractor's obligations and liabilities under this Agreement, including but not limited to those of Section 5.2 and Section 7.9, shall be limited to the amount of compensation paid to Contractor by City under this Agreement or the amount that will be covered by Contractor's Errors & Omissions insurance policy, whichever is less. Contractor shall not be liable for any special, incidental, indirect or consequential damages arising under tort, contract, strict liability or any other legal theories. City agrees to accept this limitation on Contractor's liability as part of a bargain to lower the cost of the Data Management Services performed by Contractor, and City understands the cost of the Data Management Services would be significantly higher without this limitation of liability. Section 5.3 Performance Bond is waived. Section 6.1 Reports Delete the first line as follows: Contractor shall periodically prepare and submit to the Contract Officor such roports concerning the porformanco of the eorvicos required by this Agroemont as the Contract Officer shall require. Replace with the following:Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services as described in Exhibit"A"Section 1.6. Section 6.3 Ownership of Documents Delete the first line as follows: All drawings,Spesificatiens, reports, records, documeat&and-ether materials prepared by Contractor, its employees,subcontractors and agents 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 Contractor shall have no claim for faklaer-employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder-.- Replace with the following: All insurance data created by Contractor and insurance documents received by Contractor on City's behalf in the performance of this Agreement shall be the property of the City and shall be delivered to the City (unless City has previously instructed Contractor to destroy such documents) upon the request of the Contract Officer or upon the termination of this Agreement,and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Section 7.2 Disputes City and Contract agree to attempt to resolves disputes as follows: Negotiation. Each party to this Agreement shall be free to bring any controversy, claim, dispute or counterclaim arising out of or in connection with this Agreement or any resulting transaction, whether involving a disagreement about meaning, interpretation,application,performance, breach, termination, enforceability or validity and whether based on statute, tort, contract, common law or otherwise("Dispute"),to the attention of the other party at any time without prejudicing such party's 16 EXHIBIT'C' SCHEDULE OF COMPENSATION Total compensation for services to be provided hereunder shall not exceed $22,080. 1_0 COST OF SERVICES 1.1 Certificate Tracking and Reporting (including phone support) $2.10 per account, per month (Subject to a minimum fee of$1,300 per month.) 1.2 Fees charged for work performed by Contractor during the initial phases of this agreement to commence service to City and to begin bringing Accounts into compliance with City's requirements are as follows: File Set-up and Conversion:A one-time fee of$3,250 shall be required to perform set up programming and for loading of City's database to the IDS system. Data Capture of Current Certificates:Contractorwill capture data from current certificates provided directly by City. Contractor will capture data from such documents and compare data to City's Required Insurance coverages. If necessary, perform deficiency follow up activities consistent with those outlined in Exhibit A. A fee of$1.70 shall be required for each document entered into IDS's system. City acknowledges that a significant portion, if not all,of the cost of file set up/conversion is incurred in the initial stages of implementing City's program. Therefore, there will be no refunds of any amounts paid in the event City terminates this contract prior to expiration of the term outlined in Section 8 of this agreement. 1.3 Additional fees may be assessed for additional services and/or program modifications added after the inception of service to City. City will have the right to review and approve changes before being assessed. 2.0 BILLING 2.1 Invoices will be issued to City by Contractor monthly for services rendered at the pricing specified in 1.1 to 1.3. 2.2 Invoices will be issued on the first day of each month for services to be rendered during that month. 2.3 City will remit total payment due for Services provided by CONTRACTOR upon receipt of invoice from Contractor. 2.4 Contractor shall not be obligated to provide services to City if payment has not been remitted by City in accordance with Paragraphs 2.1 through 2.3 above. 2.5 Service billings shall commence 45 days after the effective date of this agreement. 18 EXHIBIT'C' SCHEDULE OF COMPENSATION Total compensation for services to be provided hereunder shall not exceed $22,080. 1_0 COST OF SERVICES 1.1 Certificate Tracking and Reporting (including phone support) $2.10 per account, per month (Subject to a minimum fee of$1,300 per month.) 1.2 Fees charged for work performed by Contractor during the initial phases of this agreement to commence service to City and to begin bringing Accounts into compliance with City's requirements are as follows: File Set-up and Conversion:A one-time fee of$3,250 shall be required to perform set up programming and for loading of City's database to the IDS system. Data Capture of Current Certificates:Contractorwill capture data from current certificates provided directly by City. Contractor will capture data from such documents and compare data to City's Required Insurance coverages. If necessary, perform deficiency follow up activities consistent with those outlined in Exhibit A. A fee of$1.70 shall be required for each document entered into IDS's system. City acknowledges that a significant portion, if not all,of the cost of file set up/conversion is incurred in the initial stages of implementing City's program. Therefore, there will be no refunds of any amounts paid in the event City terminates this contract prior to expiration of the term outlined in Section 8 of this agreement. 1.3 Additional fees may be assessed for additional services and/or program modifications added after the inception of service to City. City will have the right to review and approve changes before being assessed. 2.0 BILLING 2.1 Invoices will be issued to City by Contractor monthly for services rendered at the pricing specified in 1.1 to 1.3. 2.2 Invoices will be issued on the first day of each month for services to be rendered during that month. 2.3 City will remit total payment due for Services provided by CONTRACTOR upon receipt of invoice from Contractor. 2.4 Contractor shall not be obligated to provide services to City if payment has not been remitted by City in accordance with Paragraphs 2.1 through 2.3 above. 2.5 Service billings shall commence 45 days after the effective date of this agreement. 18 2.6 Interest of 1.5% per month (but not exceeding the maximum rate allowable by law)will be payable on amounts invoiced but not paid within 30 days of the invoice date. Any payment made thereafter shall first be applied to the interest owing and the balance applied to the principal balance. City shall pay attorney's fees and other costs associated with collection of delinquent balances owed. 19 r EXHIBIT 'D' SCHEDULE OF PERFORMANCE The term of this agreement shall be for a period consisting of the time necessary for program implementation and 12 months of insurance tracking services. 20 DEC-03-2004 FRI 11 :32 AM FAX N0, P, 01/08 ACOR1,N CERTIFICATE OF LIABILITY INSURANCE M/ODTY4 , 12/0 12/03/2004 � PRODUCER (714)923-1860 FAX (714)939-1654 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Brown & Brown of California, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE PO Box 6989 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. _ 500 N. State College Blvd. , Ste 1300 Orange, CA 92868 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERA, CNA Insurance Companies )enQuest, Inc. INSURERB: State Compensation Insurance Fun dba; Insurance Data Services INSURER C: — 151 N. Lyon Avenue INSURER D. Hemet, CA 92543 INSURERE: COVFRAGFS THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDIN ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR p0' POLICY EFFECTIVE POLIGT-ae%PIRATIppN LTA�NSrj TYPE OFINSURANCE pOLIDY NHMBER OATP IMM/OD/Y�I pd1TE(MM/DDIM LIMTS GENERAL LIABILITY 2067145349 22/01/2004 12/01/2005 EACH OCCURRENCE $ 11000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE To RENTED $ 100,OOO -PRPMI,4FR fPT lIMllrgrfYl CLAIMS MADE �OCCUR MED EXP(Any one Pemep) It 10,000 A PERSONAL G ADV INJURY S 11000,000 GENERAL AGGREGATE S 2,000,060 GE14%AGGREGATE LIMIT APPLIES PER; PRODUCTS-COMPIOP AGG S 2,000,000 X I POLICY n PROS 7 LOC JECT 1 I AUTOMOBILE LIABILITY ANYAUTO I fee e 4c SINGLE LIMIT c 5 1,000,,000 ALL OWNED AUTOS BODILY INJURY S r SCHEDULED AUTOS 2067145349 12/01/2004 12/01/2005 (Porpere0n) A X HIRED AUTOS _ BODILY INJURY S X NON-OVVNEDAUT06 (Perocwldenf) PROPERTY DAMAGE $ (Pel accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S ANYAUTO OTHER THAN EAACC $ AUTO ONLY: AGE $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE S OCCUR CLAIMS MADE _AGGREGATE $ PEDUCTIBLE $ � RETENTION S _ 6 WORKERS COMPENSATION AND 167974404 04/18/2004 04/18/2005 -X I WC T0RYIIMITSI I Eg EMPLOYERS'LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVE E.L,EACHACCIpENT S 1,000,000 OFFICER/MEMBER EXCLUDED? E,L,DISEASE•EA EMPLOYEE S 1,000,000 If yes,descrine ugdor SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 OTHER DJSCRIPTI NOF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS --it, o? Palm Springs, its officers, employees and agents are named as additional insured as respects to General Liability per endorsement C-134844-A attached and primary wording applies per form G-134844-A attached. General Liability Waiver of Subrogation is attache per farm G-20866-A. Workers Compensation 4aiver of Subrogation to follow from insurance company. Hired Auto Physical Damage Limit. 50,000/Dede $250 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL City of Palm Springs 30 DAYS WRITTEN NOTICETO THECERTIFICATE HOLDER NAMEDTOYHE LEFT, Attn: Bruce Johnson BUT PAILURETO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 3200 E, Tahquit2 Canyon Way OF ANY KIND UPON THE INSURER,ITS AGENTS OR REIENTATIVES. Palm Springs, CA 92262 AUTHORIZED REPRESENTATIVE Roger A. Emmons, SP Pree{}L7"� �Y� ACORD 25(2007108 FAX: (760)323-8236 a- TIO ' 1 ,V� ®ACORD CORPORATION 1888 DEC-03-2004 FRI 11 :33 AM FAX NO. P. 02/08 IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(les)must be endorsed.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s),authorized representative or producer,and the certificate holder,nor does it affirmatively or negatively amend,extend or alter the coverage afforded by the policies listed thereon. ACORD 26(200110a) DEC-03-2004 FRI 11 :33 AM FAX NO, F. 03/08 CNA (E 34844- (Ed. 99199) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ iT CAREFULLY. NONCONTRACTOR'S BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following' BUSINESS ACCOUNT PACKAGE POLICY BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESS ACCOUNT PACKAGE-POLICY SUSINESSOWNERS COMMON POLICY CONCITIONS A. WHO IS AN INSURED (Section C. of the (2) This insurance applies only with reseec: Susinessowners Liability Coverage Forth) is to operations oerfcrmed by you or on amended to include as an insured any person or your behalf for whicn the state or organization (called additional Insured) described in political subdivision has issued a permir. paragraphs 2.a. through 2.g. below whom you are This insurance does not apply to 'bcwly required to add as an additional insure darn this Injury." "prccerty damage' or 'personal and policy under: advertising injury' arising out of operations 1. A wnttell conirac:or agreement; or performed mr;he state or municipality. 2. An oral contract or agreement where a b. Any persons or organizations with a certificare of insurance showing that person or controlling interest in you but only with organization as an additional insured has been respect m their!labiiity arising cut cr issued; but (1) Their 9nana2i oontrol of you; or The written or oral contract or agreemenr must be : (2) Premises :hey own. maintain or ccntroi 3 Currently in effect or becoming effective during while you ;ease or occupy these the term of this policy; or premises. 4, Executed prior to the "bodily injury," 'property This insurance does not apply to structural damage" or "personal injury and advertising alterations, new construction and demolition injury," but operations performed by or for such Only the following persons or organizations are additional insured. additional insured under this endorsement and c. A manager or lessor of premises but only coverage provided to such additional insureds is with respect to liability arising out of the limited as provided herein: ownership, maintenance or use of that a. A state or political subdivision subject to Specific part of the premises leased to you the following provisions; and subject to the following additional exclusions: (1) This insurance applies only with This insurance does not apply to: respect to the fallowing hazards for which the state or political subdivision (1) Any "occurrence' which takes place has issued a permit in connection with after you cease to be a tenant in that premises you own, rent, or control and premises; or to which this insurance applies: (2) Structural alterations, new construction (a) The existence, maintenance, or demolition operations performed by repair, construction, erection, or or on behalf of such additional insured, removal of advertising signs, d. A mortgagee, assignee or receiver bur only awnings, canopies, cellar with respect to their liability as mortgagee, entrances, coal holes, driveways, assignee, or receiver and arising out of the manholes, marquees. hoistaway ownership, maintenance, or use of a openings, sidewalk vaults, street premises by you, banners, or decorations and similar exposures; or This insurance does not apply to structural (b) The construction, erection, or alterations, new construction or demolition operations performed by or for such removal of elevators; or additional insured. (c) The ownership, maintenance, or e. An owner or other interest form whom land use of any elevators covered by has been leased by you but only with this insurance. respect to liability arising out of the G-134844-A Page 1 of 2 (Ed. M99) UFO-03-2004 hHl 11 :33 AM FAX N0, P, 04/08 CNA G-134844-A (Ed. 09/99) ownership, maintenance or use of that above does nor aepri to 'bodily injury' or Specific part of the land leased to you and "property damage' included within the suniecr to the following additional "products-completed operations hazard excusions: B. As respects the coverace Provided under this This insurance does not apply :o: endorsement. Section H. OTHER INSURANCE. 1. any 'occurrence' which takes place of the Businessowners Common Policy al ar you cease to tease ;ha[land; or Conditions is deletec arc replaced with the following,- 2, Structural alterations, new construction or demolition operations performed by H. Other Insurance or on behalf of such additional insured. 1. If :here is other :nsurance covering f. A co-owner of a premises cn-owned by you the same Joss or damage, we will anc covered under this insurance but only pay only for :he smcunt of mverec with respect to the co-owners liability as lass -or damage :n excess of the co-owner of such premises. amount due from that other g. Any person or organization from whom you insurance (excedt as indicated in 2, lease equipment. Such person or below), whether you can collect on t or not. But we will not pay more than organization is insured only with respect to the applicable L:mii ar Insurance. their liability arising out of the maintenance, operation or use by you of equipment 2. This insurance is excess over: leased to you by such person or organization. A person's or organization's Any other valid and collectible status as an insured under this insurance available to the additional endorsement ends when their contract or insured whether primary, excess, agreement with you for such leased contingent or on any other basis equipment ends. unless a contract or agreement With respect to the insurance afforded soecifically requires that- this these additional insureds, the following insurance be either grtmary or additional exclusions apply: primary and non-contributing. Where required by contract or agreement. This insurance does not apply: We will consider any other insurance maintaned by the additional insured 1. To any "occurrence" which takes place for injury or damage covered by this after the equipment lease expires; or endorsement to be excess and non- coniriburinq with this insurapce. 2. To "bodily injury" or "property damage" 3, When this insurance is excess, we arising out of the sole negligence of will have not duty under Business such additional insured. Account Package Policy Liability Any insurance provided to an additional Coverage Co defend any claim or "suit" that any other insurer has a insured designated under paragraphs a, duty to defend. If no other insurer through g. defends, we will undertake to do so; but we will be entitled to the insured's rights against all those other insurers_ G-134844-A Page 2 of 2 (Ed. 09/99) DEC-03-2004 FRI 11 ;34 AM FAX N0, P. 05/08 ciA hrll N*r raenea rm%Ibr MAW BUSINESS ACCOUNT PACKAGE POLICY BUSINESSOWNERS COMMON POLICY CONDITIONS Ail coverages of this policy are sucject to the following conditions. A. CANCELLATION this provision will not apply where y 1. The first Namec Insured shown in the Declarations are in a bona .`fide dispute with the taxi may cancel this polio pv mailing or delivering to us authority regarding payment of su advance written netica of cancellation. takes. 2. We may cancal :his policy by mailing or delivering to a. t C days oafcre the affective data of cancallaticr fir st st Named insured written notice of cancellation me cancai !or nonpayment of premium, at least: a 1.0 cays hafcre the affective data or oancallanor a. 10 days cafora :he affective cafe of cancallabcn it .ve :ancelfor any other reason. any one of :he following xnaitions exists at any 3. 'Na wail Tali or vetiver our notice m the :first Nam building that;s Covered Property in this policy, rsurac's last,,railing accress mown :c cs. (1) The budding nas oaen vacant or unoccupied 4. ;Notice cf caricatla ion will state tha affective date 60 or mere :onseeutive days, A building is oancarlatren. ne --c0cy perice'mil and =n ;hat cafe_ vacant wnen it does not contain enougn S. it this ❑onc/ 's :ancaiec, we mil sane,ra first Namur ousiness personal property to conduct insured any oramrum rafur.^. -ue. ;f Are cancel. d customary "operations". Buildings under refund will ba ro rota. if ;he rust ,Named Insure constvci❑n are of cansrderad vacant. this cancats, :he narunc may da :ass Shan oro rasa. Ti does not apply.�: cancellation will as arfaatrve aven if we nave ,, (a) Seasonal unocpupancy; or mace or offered a refurtc. (b) Buildings in the course of construction, S. If norres Is mailed, proof a' .,nail1r.g will ca suffic;e renovanon or addition, proof or notice. Buildings with e5%or mcra of the rental units B. CHANGES or floor area vacant or unoccupied are This policy contains all the agreements oeivvaan you ar considered unoccupied under this provision. us concerning the insurance afforded. The first Name (2) After damage by a covered cause of lass, Insured shown in the Declarations is authorized to mak permanent repairs to the building: changes in the terms of this policy with our consent. Th policy's terms can be amended or waived only F (a) Have not started, and endorsement issued by us and made a part of this policy (b) Have not been contracted far, C. CONCEALMENT,MISREPRESENTATION OR FRAUD within 60 days of initial payment of loss. This policy is void in any case of fraud by you as it relate to this policy at arty time. It is also void it you or any othf (3) The building has: insured, at any time, intentionally conceai or misrepssai (a) An outstanding order to vacate; a material fact concerning: (b) An outstanding demolition order;or 1. This oclicy; (e) Been declared unsafe by governmental 2. The Covered Property; authority. 3. Your interest in the Covered Property; or (4) Fixed and salvageable items have been or 4. A claim under this policy. are being removed from the building and are D. EXAMINATION OF YOUR BOOKS AND RECORDS not being replaced. This does not apply to sr such removal that is necessary or incidental We may examine, audit and make copies of your bock to any renovation or remodeling, and records as they relate to this policy at any time dunn the policy period and up to three years afterward. (S� Failure to: E, INSPECTIONS AND SURVEYS (a) Furnish necessary heat, water, sewer service or electricity for 30 consecutive We have the right but are not obligated to: days or more, excapt during a period of 1. Make inspections and surveys at anytime; seasonal unoccupancy; or 2. Give you reports on the conditions we find; and (h) Pay property taxes that are owing and 3. Recommend changes. have been outstanding for more than and Any inspections, surveys, reports or recommendation year 'allowing the date due, except that relate only to insurability and the premiums to be charger C-20866-A Page t of (Ed. 04/94) DEC-03-2004 FRI 11 :34 AM FAX NO, P. 06/08 We do nor make salary inspections, We do not undertake during the policy period that are not shown it to perform the duty of any person or organization to Declarations. If so, we may require an acdlt provide for the health or safety Of you, your workers or the premium. That premium will be determioai public. And we do not warrant that conditions: accordance with our rates and rules then in effect 1. Are safe or healthful: or J. TRANSFER OF RIGHTS OF RECOVERY ALAI 2. Comely with laws, regulations, codas or standards. OTHERS TO US This condition applies not only to us, but also to any 1- Applicable to The Business Account Package R rating, advisory, rate service or similar organization which cavarage: makes insurance inspections, surveys, reports or If any person or organization to or for wham we m recammeneatiens, payment under this policy has rights to race F. INSURANCE UNDER TWO OR MORE COVERAGES damages from another, those rights are transfarre f two or mare of this policy's coverages apply !o he same us to the extent of our payment That parson organization must ..a everything necessary to sac loss or damage, we will not Bay mare !hen the actual our rights and must do nothing after loss to im! amount of.he loss or carnage. them. But you may warve you 7gnts against anal G. I.IHERALQATION party in wniing: If we acorn any revision that wouic tiroacen the coverage a. ?rrcr:a a loss rc your Coverec Prepuny. under this policy without accitional oremium within 49 days prior to or during the caficy period. the broadened b. Altar a 'ass :o your Ccverea Property onry .f. coverage will immeciatery apply to this policy. time cf;css. .hat party !s one of the -'allowing: H. OTHER INSURANCE (t) Someone ;nsured cy :his cnsuranca. 1. If there is other insurance covering the same !ass or (2) A ousmass'irm: Carnage. we will pay only for the amount of covered joss or Carnage in excess of the amount due from that (al Ownec or Oontrcllod by you; or other Insuranca, whether you can collect an it or not. (b) That owns or ccrtrcis you: cr But we will not pay more than the applicable limit of (3) Your tenant. Insurance. 2 Business Acqunt Package Policy Liability Coverage You may also accept the usual bills of lading shipping receipts limiting the liability Of ea is excess over any other insurance that insures for Carriers. direct physical loss or damage. This will not restrict your insurance. 3. When this insurance is excess, we will have no duty 2. Applicable to The Business Account Package Poik under Business Account Package Policy Liability Liability coverage: Coverage to defend any claim or°suit that any other insurer has a duty to defend. It no other insurer If the insured has rights to recover all or part of ar defends, we will undertake to do so; but we will be payment we have made under this policy, those right entitled to the insured's rights against all those other are transferred to us, The insured must do nothin insurers, after loss to impair them. At our request, the insure 1. PREMIUMS will bring "suit" or transfer those rights to us and het Lis enforce them. This condition does not apply t, 1. The first Named Insured shown in the Declarations: Medical Expenses Coverage. a. Is responsible for the payment of all premiums; K, TRANSFER OF YOUR RIGHTS AND DUTIES UNDEF and THIS POLICY b. Will be the payee for any return premiums we Your rights and duties under this policy may not be pay, transferred without our written consent except in the case 2. The premium shown in the Declarations was at death of an individual Named Insured, computed based on rates in affect at the time the If you die, your rights and duties will be transferred to your policy was issued, On anch renewal, of the effective legal representative but only while acting within the steps data of this policy, we will compute the premium in at duties as your legal representative. Until your legal accordance with our rates and rules then in affect, representative is appointed, anyone having property 3. Undeclared exposures or change in your business temporary custody of your property will have your rights operation, acquisition or use of locations may occur and duties but only with respect to that property. Includes Copyrighted Material of Insurance Services Office, Inc., with its Permission. Copyright, Insurance Services Office, Inc. 1989 G-2088a-A Pags 2 at 2 (Ed. 04/94) DEC-03-2004 FRI 11 :35 AM FAX N0, P. 07/08 032 a'AC . CERTIFICATE OF LIABILITY INSURANCE 12/ / 0 PRODUCER (714)923-1860 FAX (714)939-1654 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Brown & Brown of California, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE PO Box 6989 HOLDER. THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, 500 N. State College Blvd. , Ste 1300 Orange, CA 92868 INSURERS AFFORDING COVERAGE NAIC IN INSURED INSURERA: National Union Fire Insurance Co parry _ Jenquest, Inc. INSURERS: of Pittsburg, PA./Al(; DBA: Insurance Data Services INSURER C; 151 N. Lyon Avenue INSLIRF.R D: Hemet, CA 92543 INSURERE: FOVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INOICATED.NDTWITHSTANDIN ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SLIDJ50T TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INTR NSRC TYPE OF INSURANCE POLICY NUMBER POLICY RFFECTIVE POLICYEXPIRATION I. PATE/MMIDP/YYI DATE IMM/DD/Y^YI LIMITS GENERAL LIABILITY EACH OCCURRENCE S COMMERCIAL GENERAL LIABILITY DAMAGEC TO RENTED S VRFAd R1 /FP M1[CIROIIfP) CLAIMS MADE ED OCCUR MEO EXP(Any one person) $ PERSONAL&ADV INJURY c _ GENERAL AGGREGATE 5 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAOG S POLICY n JECT n LOC AUTOMOBILE LIABILITY COMBINED M ANY AUTO (Na ip idanISINGLE LIMIT $ _ ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per parson) S HIREDAUTOS BODILY INJURY NON-OWNED AUTOS (PeraWdenl) PROPERTY DAMAGE S IPeraceldenl) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S ANYAUTO EA ACC S AUTO ONLY; qGG S EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE S _! I DETECTIBLE Y RETENTION $ $ WORKERS COMPENSATION AND I WC-ffATU- I OTH- EMPLOYERS'LIABILITY _ TORY LIMITS I ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACHACCIDENT S OFFICER,MEMBER EXCLUDED? I(yea,tlescrlBe undor E.L.DISEASE•EA EMPLOYEE $ SPECIAL PROVISIONS Below E.L.DISEASE•POLICY LIMIT I S A IProossional Liability 005479864 10/31/2004 l0/31/2005 Limit: $2,000,000 Aggregate Deductible: $5,000 Each Wrongful Act DES CHIPTIONOFOPERAT19NS/LOCATIONSI1 VEHICLES/EXCLUSIONS ADDED BY END RSEME T/BPECIALPROVISIONS rance T Certificate of insus issued i evidence of Provessional Liability coverage. ERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL City of Palm Springs 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn: Bruce Johnson BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 3200 F. Tahquitz Canyon Way _ OF ANY KIND UPON THE INSURER,ITS AGENTS VACORD PRESENTATIVES.Palm Springs, CA 92262AUTHORIZED REPRESENTATIVERoger A. EmmonACORD 25(2001108) FAX; (760)323-9239 / CORPORATION 1988 DEC-03-2004 FRI IM5 AM FAX N0, P. 08/08 IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED,subject to the terns and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in Ileu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2009/08) CERTHOLDER COPY STATE P.O. BOX 420807, SAN FRANCISCO, CA 94142-0807 COMPENSATION INSURANCE FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 12-03-2004 GROUP: POLICY NUMBER: 1679744-2004 CERTIFICATE ID: 1 CERTIFICATE EXPIRES: 04-18-2005 04-18-2004/04-18-2005 CITY OF PALM SPRINGS ATTN: BRUCE JOHNSON 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262 JOB: ALL OPERATIONS This is to certify that we have issued a valid Worker's Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 10 days advance written notice to the employer. We will also give you 10 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend,extend or alter the coverage afforded by the policy listed herein.Notwithstanding any requirement,term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain,the insurance afforded by the policy described herein is subject to all the terms,exclusions, and conditions,of such policy. 8C%� A(�,, c . 644- AUTHORIZED REPRESENTATIVE PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #1600 - ROBERT M WARD, CEO - EXCLUDED. ENDORSEMENT #1600 - THOMAS H WICKES, COO - EXCLUDED. ENDORSEMENT #1600 - H.LEE ROTH, VP - EXCLUDED. ENDORSEMENT 42570 ENTITLED WAIVER OF SUBROGATION EFFECTIVE 12-03-2004 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. THIRD PARTY NAME: CITY OF PALM SPRINGS EMPLOYER JENQUEST, INC DBA: INSURANCE DATA SERVICES 151 N LYON AVE HEMET CA 92543 [SLCsP[ PRINTED 12-03-2004 SCIF 10262E Accept this certl0cale only Ry.0 see a Wnlwate,m ,k lhalreads"OFFICIAL STATE FUND DOCUMENT PAGE 1 OF CONTRACT ABSTRACT Contract Company Name: Empire-General E Company Contact: Lee Roth Summary of Services: Insurance tracking services Contract Price: $22,080 Funding Source: 1330-43200 Contract Term: 12 months for insurance tracking services Contract Administration Lead Department: Procurement & Contracting Contract Administrator: Bruce Johnson Contract Approvals Council/ Community Redevelopment Agency Approval Date: Minute Order/ Resolution Number: +d Agreement No: Contract Compliance Exhibits: Attached Signatures: Complete Insurance: Attached Bonds: Waived Contract prepared by: Procurement & Contracting Submitted on: 12/3/04 By Bruce Johnson