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HomeMy WebLinkAbout04692 - DUDEK ASSOCIATES Cindy Berardi From: Cindy Berardi Sent: Wednesday, September 15, 2010 3:01 PM To: Craig Ewing Subject: Close out contract? Follow Up Flag: Follow up Due By: Wednesday, September 22, 2010 12:00 AM Flag Status: Red Attachments: A4692 Dudek.pdf You can close this one out, too, Cindy. Thanks. Craig A. Ewing,AICP Director of Planning Services City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 760-323-8269 "Go all the way, then come back." - Harley Earl I'm pretty sure the attached can be closed out, but I need verification from you for our file. It's for General Plan/Zoning Map production. Thank you. c_inJly�'jerar�i j7cputy C_.it9 Cler-k Offic."of tkc C.it)ClerL City of Palm Springs P. O. Box 2743 Palm Springs, CA 92262 (760)322-8355 Cindy.Berardi a(7�palmspringsca.gov Please note the office hours for City Hall are Monday-Thursday Sam-6pm, and we are closed on Fridays. Please consider the environment prior to printing this e-mail. Thank you! Dudek & Associates Gen Plan/Zoning Database CITY OF PALM SPRINGS AGREEMENT #4692 CM signed 5-5-03 CONTRACT SERVICE AGREEMENT - - THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this, day of ; , 2003, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein 'pity") and Dudek & Associates, Inc., (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 specified 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 bythis reference as though fullyset forth 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 bythis Agreement. Contractor shall have the sole obligation to pay for anyfees, 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 orimposed 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 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 H:\USERS\WPPUBLIC\03rfp\Dudek Pgreement.wpd t_ ORIGINAL BID ANC OR AGREEN LKC 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/orother components thereof to prevent losses ordamages, 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 underthis 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 isfirst given by the Contract Officer to the Contractor,incorporating therein any adjustmentin (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 bythe 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 ortime 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 in Exhibit "B" shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be oDmpensated 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 nineteen thousand five hundred dollars ($19,500.00) (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 methodsas may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense 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 H:\USERS\WPPUBLIC\03rfp\Dudek Agreementmpd -2- to any additional oumpensation for attending said meetings. 2.2 Method of Payment. 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 (151)working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance,an invoioe 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. Contractorshall 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 bythe 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 Maieure. 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 severeweather,fires,earthquakes,floods,epidemics,quarantine restrictions,riots, strikes,freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractorshall 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 delaywhen 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 oftheAgreement 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 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 thework specified herein and make all decisions in connection therewith: Tim Walsh, GIS Analyst H:\USERS\WPPUBLIC\03rfp\Dudek Pgreementmpd -3- It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principalswerea substantial inducementfor Cityto enterinto 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 supervisethe 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, anyapproval of City required hereunder shall mean the approvalof 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 Against Subcontracting or Assignment. 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 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 contractorwith only such obligations as are consistent with that role. Contractor shall not at anytime or in any manner represent that it or any of its agents or H:\USERS\WPPUBLIC\03rfp\Dudek Pgreementmpd -4- employees are agents oremployees 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 anyjoint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractorshall procure and maintain, at itssole costand 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 at 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 Policyshall namethe Cityof Palm Springs as additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language. (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 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 and issued by companies whose rating satisfies the requirements in Section 5.4 of this agreement. 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 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 H:\USERS\WPPUBLIC\03rfp\Dudek Pgreementmpd -5- 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 orliabilities")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) Contractor will promptly pay anyjudgment rendered against the 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 are made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims 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, 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 's Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City Manager due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement create 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 Manager to the City Council of City within ten(10) days of receipt of notice from the City Manager. H:\USERS\WPPU13LIC\03rfp\Dudek Pgreement.wpd -6- 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 ordecreased 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 rig ht 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 Cityand shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement. 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 Citys 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 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. 7.0 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. 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 H:\USERS\WPPUBLIC\03rfp\Dudek Pgreementmpd -7- 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 author¢es 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 amountsforwhich 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 orvalidity 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 non- defaulting 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 party'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 otherdefault 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 inthis Agreement,the rightsand 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 declaratoryor injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. 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 orwithout cause, upon thirty (30) days written notice to Contractor, except that where termination is due to the fault HAUSERS\WPPUBLIC\03rfp\Dudek Pgreementmpd -8- 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,with orwithout 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,Contractorshall immediately cease all services hereunder except 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 bythe Contract Officer thereafter in accordance with the Schedule of Compensation or 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 tothe failureof 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(providedthat 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. 7.10 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 8.1 Non-IiabilityofCity Officers and Employees. No officer oremployeeof 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 amountwhich 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,director indirect, in this Agreement nor shall any such officer oremployee 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 accountof race, color, RMERMPPUBLIMOMpOudek Pgreementmpd -9- 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 oris 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 andto the attention of the Contract Officer,CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263. In the case of the Contractor, it should be addressed 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 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) HAUSERS\WPPUBLIC\03rfp\Dudek Pgreementmpd -10- IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS ATIES a municipal corporation City Clerk ° / City Manager Agreement oxw-lunder $25,000 Reviewed and approved by Procurement & Contractiing�,�� by YK�01V Initials �DateON P.O. Number q CONTRACTOR: Check one:_Individual_Partnership_Corporation Corporations re ire two notarized signatures: One signature must be from the Chairman of Board, President,or any Vice President. The second si ature must be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer, or Chief Financial Officer). By. ejta d ,S Cna ure of Chairman of Board, 6Carized Si ure retary, Asst Secretary, Pr ldent or any Vice President sst trea r ror Chief Financial Officer ®tacl®k 8 r SSOC18tA5, Mo. �Fl I L� Name: Fratnk,J. Dudek Name: Title: President Title: r State o ,f et State of County of )"G - County of ` ) "ass On �� before me,`�—(I/ % r�i'r' / i On r�� before me, z personally appeared /— 1, //,7t t personal) appeared<� _f P Y PP � " � �� � Y � �e personally known to me (or prove to me on the basis of personally known_bo me (or prod to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are satisfactory evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/ther signature(s) on the capacity(ies), and that by his/her/their signatue(s) on the instrument the person(s),or the entity upon behalf of which the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed t strument, person(s)acted, executed the instrument. WITNESS m hand a o icias I. WITNESS m hand a official seal. Y•r^ Notary Signature, olary Signature: '`-`' "d-f" Notary Seal: Notary Seal: CO r,EEE1 rA r E,3la^aR up,,;,-,jwT" Ct`Yi�P rr1&A I'a. FiL[:S64e s,. )LY Ccbnrncw cn it ;,,�.,,,-P r't C.�o,rvrt2tl w r,.tft iF➢`7dbz.4"� x -`,e;a r? � r�'� n z�' yr :r: r, ;.PoSrs[t'yy Foss z. mt.r ri9a «� fanyrtfi ,r — �ntix�r _ f .> can rf 'C0.3" ., :'RY7t ..s 5:T C'urs?rrEly M Ccrnm,@°.;m—fr•v,.:sue, ' my r.,cman.Eq.iirm D0�W, " re^w• ,v�:�;+4nu.,"r wr, a y EXHIBIT "A" SCOPE OF SERVICES Contractor will provide all services, supplies and materials necessary to create a digital General Plan/Zoning GIS database covering the City of Palm Springs and it's sphere of influence and produce a hard copy General Plan Land Use map, a hard copy Zoning Map and a hard copy map of the Circulation Element data. The database constructed by Contractor shall be in an ArcView format shapefile. Upon completion of the database and production of the required maps, Contractor shall deliver the database to the City and load the database into the City's ArcView-based GIS platform. The City will provide to Contractor digital parcel data from the Countyof Riverside's GIS database. Tasks necessary to complete the scope of work include: Task 1 Develop General Plan/Zoning GIS Database: Using the County of Riverside's digital parcel data layer, Contractor will perform more accurate quality control on the physical parcel boundaries by .,cleaning up" the data and confirming all parcel polygons are closed. The data is to be topologically/spatially accurate and database quality control issues are to be addressed. Contractor will further develop the data by referencing the City's tabular parcel database to each assessor's parcel numbers. The Contractor shall check each parcel for a correct linkage between the City's parcel table and the County's data layer. The City recognizes that many discrepancies between assessor's parcel number and location of parcel may be found as the two source databases were created by different sources and at different times. The City further recognizes that the Contractor is not liable forthe quality of the Countyof Riverside's parcel information or the City of Palm Springs' tabular parcel information and that the Contractor will need assistance from City staff to determine accurate parcel adjustments should multiple uses be assigned to one parcel and/or if there are questions as to accuracy of City's tabular data and relationship to the APN's. Upon receipt of such assistance from the City, Contractorwill incorporate the revised data into the ArcView database. Task 2 Create Hard Copy General Plan Land Use Map: Contractor will create a color hard copy map representing the City of Palm Springs General Plan Planned Land Use categories by parcel/area. This map will also display base layers provided (roads, place names, etc.) information for reference, in addition to the developed land cover data layers. All mapping will be plotted in hard copy format at the scale appropriate for showing the entire City limits, and it can be broken into the three major city areas. Task 3 Create Hard copy Zoning Map: Contractor will create a color hard copy map representing the City of Palm Springs Zoning categories by parcel/area. This map will also display base layers provided (roads, place names, etc.) information for reference, in addition to the developed land cover data la yers. All mapping will be plotted in hard copy format at the scale appropriate for showing the entire City limits, and it can be broken into the three major city areas. -12- H:\USERS\WPP UBLI C\03rfp`Dudek Agree men[.wpd Task 4 Create Circulation Element Data and Hard Copy Map: This task covers additional mapping that represents the Circulation System currently displayed on the City's General Plan. This will include specifically re-creating the Circulation hard copy map and digital data. Task 5 Deliver/Install Database: After completion of Tasks 1 through 4 and acceptance by City of the maps, Contractor shall deliver the digital database to the City, install and configure it on the City's ArcView server and verify successful installation. -13- H WSERMWPP HBLIMQ3rfp`Dudek Agreement.wpd EXHIBIT "C° SCHEDULE OF COMPENSATION Compensation for the work to be performed is $19,500.00. The Contractor shall be paid in a lump sum amount after completion of the scope of work and acceptance of the work by the City. -15- H:W SEMWPP UBLIC%03rfpDudek Agreement wpd EXHIBIT "D" SCHEDULE OF PERFORMANCE The work shall be completed within 8 weeks of receipt of Notice to Proceed, City tabular parcel database and County of Riverside parcel data from the Director of Planning or his designee. -16- H\USERS\WPP UBLI C\03rfpVudek Agree men Lwpd ACDRD CERTIFICATE of LIABILITY INSURANCE, APR 22 D 3) TM FIR OUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION MI NAEL J,HALL&COMPANY AIE INSURANCE SERVICES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1957810TH AVENUE N.E. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR POULSBOWA90370 ALTER THE COVERAGE APPOR13ED BY THE POLICIES RELOW. PHONE: (360)590.3700 FAX: (360)590-3703 Arrency Llc#,0792445 INSURERS AFFORDING COVERAGE NAJC N INSURED INSURERA; GREENWICH INSURANCE DUOEK&ASSOCIATES,INC. INSURER 0: AMERICAN MOTORISTS INSURANCE CO' 6053RD STREET INSURER c: LUMBERMENS MUTUAL CASUALTY CO' ENCINITAS CA 92a24 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICYPERIOD INDICATED, NOTWITHSTANDING 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 13 SUBJECT TO ALLTHD TERMS, LYMV61ONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 105 TYPE OF INSURANCE POLICY NUMBER PMJCYlIAlcTNE ,OL=EZPRAWN LIMITO L w UATE GENERAL LIABILITY 7RD82090600 AUG$602 AUG 2003 EACH OCCURRENCE 5 1000,000 X COMMERCIAL GENERAL LIABILITY oAKraE TOt�NRC S 000.000 CLAIMS MADE O OCCUR MET.EKP(AAy On,P,N05) $ 10,000 G PERSONALBADVINJURY S 1,000,000 GENERAL AGGREGATE S 1,000,000 OEN•L AGGREGATE LIMITAPPLIES PERT PRODUCIS.COMPADF AGG. 5 1,D00,000 POLICY AUTOMOBILELIARILI•Y F31-000939.01 AUG 28 02 AUG 26 03 COMBINED SINGLE LIMIT X ANY AUTO (Ea YCCiEenl) 5 1,00D,000 ALL OWNED AUTOS BODILY INJURY (PLIpMeon) S C SCHEDULED AUTOS X HIRED AUTO& BOOBY INJURY S X NON-OWNED AUTOS (PerpccldeSq PROPERTYDAMAGE S GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S ANYAUTO OTHER THAN EA ACC S AUTOONLY: A S EXCESS I UMBERELLA LIABILITY 3SR 014976-01 AUG 28 02 AUG 26 03 EACH OCCURRENCE s 5,000,000 X OCCUR ❑ CLANS MADE AGGREGATE S $,000,00D C S OEpUCTIBLE s RETENTION S S WORKBRS COMPENSATION ANO 7CW305331L04 AUG 20 D2 AUG 2802 wD BTRLL OTHR EMPLOYEPr UAARJTY E.L.EAOH ACCIDENT S 1,000,0 0 0 B CoMEwheWeER E%CLWGCaIXUmE E.L•OISEASE.GA EMPLOYEE S 1,000,000 e, NLP OWp11GL.lw E.L.DE CASE-POLICY LIMIT 15 1,000,ODO OTHER;PROFESSIONAL LIABILITY PEC000520301 AUG 26 02 AUG 28 03 1$5,000,000 PER CLAIM A POLLUTION LIABILITY $5,000,001)AGGREGATE CLAIMS MADE POLICY DESCRIPTION OF OPERATIONSILOCATIONfVEHICLESIEXCLUSIONS ADDED ENDORSEMENT/SPECIAL PROVISIONS SEE SUPPLEMENTAL CERTIFICATE INFORMATION CERTIFICATE 1 ADDITIONAL INSURED;INSURER LETTER: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLIOIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL SO DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEPT,BUT CITY OF PALM SPRINGS PAILURE TO 00 SO$HALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY IOND UPON THE 3200 E.TARQUITZ CANYON WAY INSURER.IVS AGENTS OR REPRESENTATNEB. PALM SPRINGS,CA 92262 AUTHOR26D REPRESENTATIVE Altentloe: ACDRD 25(2001108) Certificate# 20232 ASHLEY HURD mTunT, • I rnn� •r� •,: T� Z 'd HE 'ON POLICY NUM6ER:7RD820906-00 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS (Form B) This endorsement modifies insurance provided under the following; COMMERCIAL GENERAL LIABILITY SCHEDULE Name of Person or organization; CITY OF PALM SPRINGS 3200 E.TAHQUITZ CANYON WAY PALM SPRINGS, CA 92262 (If no entry appears above. information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of"your work'for that insured by or for you CG 20 10 1165 Copyright. Insurance Services Office, Inc., 1984 CenHlcate# 20232 d HN U TATWnfi I rnn? r? 'NT ry SUPPLEMENT' TO CERTIFICATE OF LIABILITY INS �#20232 PAR 22 03 DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESISP£CIAL ITEMS CERTIFICATE HOLDER IS AN ADDITIONAL INSURED ON THE COMMERCIAL GENERAL LIABILITY AS RESPECTS LIABILITY ARISING OUT OF ACTIVITIES BY,OR ON BEHALF OF THE NAMED INSURED. *THE INSURER'S POLICY PAYMENT OBLIGATIONS ARE BACKED BY A CUT-THROUGH TO NATIONAL INDEMNITY COMPANY,AN A++RATED BERKSHIRE HATHAWAY SUBSIDIARY. PLEASE SEE ATTACHED ENDORSEMENT CONFIRMING THIS ARRANGEMENT. THIS INSURANCE IS PRIMARY INSURANCE AND ANY OTHER INSURANCE MAINTAINED BY THE ADDITIONAL INSUREDS SHALL BE EXCESS ONLY AND NON CONTRIBUTING WITH THIS INSURANCE. A WAIVER OF SUBROGATION APPLIES TO THE GENERAL LIABILITY,AUTO LIABILITY,WORKERS COMPENSATION AND UMBRELLWEXCESS LIABILITY POLICIES IN FAVOR OF THE ADDITIONAL INSURED. Certificate# 20232 T&TV O b f`n(1'] 'ITT 'IT TIT � 'd 580Z 'Ohi Search Results -Page- - Best's Ratings and Analysis Page 1 of 1 April 23,2003 1,BEST ambesCcattt ,i Raiings&Ann yj im +Raves PublicErions A Products&Seroices Y Insuranua Reanume: Company Search Pa +Abaut A f1.Best Choose:h All Companies 1 Rated Companies ll� Secure Rated Companies Rating C 1 Rated or Unrated companies found, results sorted b Company Name(ascending) 5ea.rccRt'' P Y P Y � 9) G Ratings Criteria Used: Company Name: Company names starting with american motorist r carnpanylnforri To refine your search, please use our Advanced Search_ or view our Onl ne,Help for more in Select the Company Name or Rating links below for additional information about each corn f Enter Company Name access to reports, news and related products. crAM Berblumber Business ® AMB# Type Company Name Rating ® Domicile `Fihtl 02274 P American Motorists Insurance B u United States: Illin Uoca Baarch Ciptiuns Company CONTACT Us *Ratings as of 4/23/2003 7:08:01 PM E.S.T. 'ilne ne Business Types: X ,}vrodd is P = Property/Casualty(non-life) A.M.BEST? Rmd our locations L = Life/Health What do?'. yory trrFnxl View the Current Guide to Best's Ratings for an in-depth explanation of Best's Ratings Sy SenSenus your cdmmen:_ Procedures. Accessing the pages Important Notice: Best's Ratings reflect our opinion based on a comprehensive on ambest.com qualitative evaluation of a company's balance sheet strength, operating performance and constitutes the user's These ratings are not a warranty of an insurer's current or future ability to meet its contra agreement to our terms of use; View our entire notice for a complete details. Information collected via this web site is Companies interested in placing a Best's Security Icons on their web site to promo protected by our P P 9 Y priv_acy---sta tire tno t; strength may register online. Comments or concerns should be directed to our customer service Customer Service I Product Support I Careers I Contactanfo About A.M. 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Best Company, Inc,, ALL RIGHTS RESERVED No part of this report may be distributed in any electronic form or by any ,means,or stored in a database or retrieval syst written permission of the A.M.Best Company.Refer to ourterms of use for additional details. rNA TW) http://www3.ainhest.com/ratings/RatingsScarch.asp 4/23/2003 Search Results - Page - - Best's Ratings and Analysis Page 1 of 1 April 23,2003 ?a BEST r amtr�R.gtrm ® � • Rating &Analyc_s • - • News Putdlralianc r Products&services *'In`mmpae ResoOfCes Company Search Pa w Abaut A.M.Best Choose: All Companies I Rated Companies ► Secure Rated Companies tl a t A R C ri� 2 Rated or Unrated companies found, results sorted by Company Name (ascending) C: Ratings Criteria Used: Company Name: Company names starting with lumbermen's mutual C company Information To refine your search, please use our Advanced Search or view our Online Help for more in Select the Company Name or Rating links below for additional information about each comr Enter enrapanyName access to reports, news and related products. or A.M.Bet Number Business AMB# Type Company Name Rating ® Domicile iF d 02279 P Lumbermens Mutual Casualty B..0 United States: llin Mere 9enmh Option Company ---- — — - ------ --- 86574 P Lum¢ermens_Mutual Casually B_u. Canada: Ontario CONTACT US Company CAB Whet e Yz u n the *Ratings as of 412312003 T 08:01 PM E.S.T. ;x�tYfedd la wr�l;� A.M.eE*,rTtr Find our locations Business Types: P = Property/Casualty(non-life) Whatda `; L = Life/Health y.t6Pdk,j_ Lend uu3 your comments, View the Current Guide to Best's Ratings for an in-depth explanation of Best's Ratings Sy Procedures. Accessing the pages on ambest.com — constitutestheusers Important Notice: Best's Ratings reflect our opinion based on a comprehensive agreement to our qualitative evaluation of a company's balance sheet strength, operating performance and terms or use; These ratings are not a warranty of an insurer's current or future ability to meet its contra, Information collected via this Web site is View our entire notice for a complete details. protected by our privacy statement, Comments or concerns Companies interested in placing a Best's Security Icons on their web site to promo should be directed to strength may register online. our customer service group;For other matters refer to our Customer Service I Product Support I Careers I Contact Info I About A.M. BeE contact.us page. Site Map I Privacy Policy I Security I Terms Use I Legal &t Licensi_ng Copyright©2003 by A.M_Best Company, Inc. 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Refer to our terms„ot,use for additional details. http://www3.ambest.coin/ratings/RatingsSearch.asp 4/23/2003 Search Results - Page - -Best's Ratings and Analysis Page 1 of 1 April 23,2003 in BEST" _ a nrbeis#.eone Raainga 8 Analyais e w Navas Publicafiens ,i Pro ducr_&Seraicea 4 Insurance Rawurm Company Search Pa *About A.rA Bes[ Choose:F All Companies F Rated Companies / Secure Rated Companies Rating s R A R c tt 2 Rated or Unrated companies found, results sorted by Company Name (ascending) C, Ratings Criteria Used: Company Name: Company names starting with Greenwich C Company Intormalicn To refine your search, please use our Advanced Search or view our Online Help for more in I Select the Company Name or Rating links below for additional information about each com f Enter Company Name access to reports, news and related products. or A.M.Ben 0 Number Business AMB# ® 0 Company Name ® Rating Domicile Find Type 11095 P Greenwich Insurance Company A+ United States: Cal rnicra 13earch Ciptirne 86950 Greenwich international Bermuda Reinsurance Ltd CONTACT US __..^--- --------- ---------- -_ „5�rhe,.e *Ratings as of 412312003 7:08:01 PM E.S.T. in the wodd is n.M.8EST? 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Information collected via this Web site is privacted by y statement; Companies interested in placing a Best's Security Icons on their web site to promo privacy statement; p P 9 Y Comments or concerns strength may register„online. should be directed to our customer service group;For other Customer Service I Product Support I Careers I Contact,Info I About A.M. Be, matters refer to our Site Ma contact.us page. p I Privacy-Po..licy I Security I Terms of Use I Legal &Licensing Copyright©2003 by A.M. Best Company Inc. ALL RIGHTS RESERVED No part of this report may be distributed in any electronic form or by any means,or stored in a database or retrieval syst written permission of the A.M.Best Company Refer to our terms of use for additional details. http://www3.ainbest.com/ratings/RatingsSearch.asp 4/23/2003 i F A X TRANSMITTAL &ASSOCIATES,INC. neuu...uur..rnn.r.nrnunun..urun.nr.uunnrruu.rrnu.rnnrr.nu....nru. pmfusimxal7eams(orCompirxPralefs 605 Third Street - Encinitas, CA 92024 (760) 942-5147 ■ FAX (760) 632-0164 TO: City of Palm Springs DATE? 4/23/03 JOB NO. 3714.1 ATTENTION: Bruce Johnson RE. Certificate of Insurance FAX# (60)323-8238 124G WE ARE SENDING YOU VIA FAX C Attached Under separate cover via the following items: These are transmitted as checked below., ❑ For your approval ❑ For your use ❑ As requested ❑ For review and comment REMARKS; HI Bruce Attached is our Certificate of Insurance listing the City as a certificate holder. The original will follow by mail from our Insurance carrier. I will follow-up with a phone cat)to ensure you have received the fax. Sorry for the delay I was on vacation. STATEMENT OF CONFIDENTIALITY:The information in this facsimile message is legally privileged and confidential informat)on and is intended only for the use of the addressee listed on this cover sheet. If you have received this transmission in error, please immediately notify us by telephone at the number Indicated below to arrange return of the document. COPY TO SIGNED Joyce Skeens If enclosures are not as noted, kindly notify us at once. MneM NORTH Annex i ❑ANAHEIM 0 PALM DESERT Q SANTA 13ARBARA O ENVIRONMENTAL Q LAND DEVELOPMENT FAX 760632.6710 FAX 760.942.9976 2400 E.Katells,Suile 1200 75.150 Sheryl Avenue,Suite C 621 Chapala Street Anaheim,CA 92806 Palm Desert,CA 9411 Santa Barbara,GA 93101 MMXNCRT14 A...S.M TEL 714,939.9810 TEL760.341.6660 TEL 805.963,0651 ❑NYOROIDISTRICT ❑ENGINEERING FAX714.939,9776 FAX 760.346.6118 FAX 805,963.2074 FAX 760.942.5206 FAX 760.942A506 I 'd HE 'Old KVP:L AH 'N 'M 71 012-04050 Insurance Cvmppnies ff). S;� `7 Amy 5 2W3 RECEIVED February 13 2003 / / j V y'�,V CLEQ�L DUDEK &ASSOCIATES, INC. ST EN / n /b✓ ENGINIINITAS CA 92024-3573 Dear DUDEK&ASSOCIATES, INC. : You recently received a letter from Kemper with a notice referring to a "cut-through" agreement we have reache with National Indemnity Company, an `A++' rated Berkshire Hathaway subsidiary. Our records indicate that yor notice may not contain the inception date of the"cut-through."To remedy this, enclosed is a revised notice for yo to keep with your insurance policy. Please disregard the previous notice_ The notice inception date for the cu' through is December23,2002, which is properly displayed on the enclosed. Our original letter contained information related to the °cut-through." We ask that you keep the original letter as contains educational information that you may desire. Please accept our sincere apologies for this error. If yol have any questions, please contact your professional insurance agent or call our toll free number (800-833-0355) Sincerely, t David B. Duclos SBGCustLetter 21IV2003 Z 'd 7.fi77 'n�1 - ( Kemper. Inturencn Cvmpnnles IMPORTANT NOTICE CONCERNING YOUR RIGHTS UNDER A CUT-THROUGH AGREEMENT NATIONAL INDEMNITY COMPANY Insurance Policy(the "Policy")to which this notice applies: 7RDS20906-00 s // Insurer(the "Company"): LUMBERMENS MUTUAL CASUALTY CO. v/ Policy Inception Date:08/28/2002 Policy No.:7RDS20906-00 ^ Y� Named Insured(the "Insured"): DUDEK&ASSOCIATES, INC. /fJ The Notice Inception Date is 12/23/2002 For value received, National Indemnity Company(hereinafter referred to as "National Indemnity") agrees that in th event the Company does not pay amounts otherwise payable under the Policy as a result of a court of competer jurisdiction or the state insurance regulatory authority in the Company's domiciliary state ("insurance regulator authority") issuing an order finding such Company to be insolvent or entering an order to the Company whic legally prohibits the Company from paying Policy amounts otherwise payable because of the Company's financk condition, then National Indemnity will pay on behalf of the Company 100% of any amount payable by th. Company under the Policy that has not been previously paid by the Company, subject always to the other term; conditions, exclusions and limitations of the Policy. National Indemnity will make such payment directly to th Insured (or to its mortgagees, assignees or loss payees, as their interests may appear) in the event of first-pat1) coverages, or directly to the claimant or claimants to whom the Insured is legally liable in the event of third-part, coverages. As a condition of National Indemnity's payment obligation, the Insured, after receiving actual notice o the receivership or insolvency of the Company, shall provide prompt written notice to National Indemnity, attention. Kemper Cut-Through, at its statutory Home Office as on record with the National Association of insurance Commissioners, of any claim or suit for which National Indemnity may be liable by reason of this agreement herein As a condition precedent to payment hereunder, National Indemnity shall be deemed to have all the rights of the Company and be subrogated to all the rights of the Insured to the extent of such payment. In the case of third-party liability coverages, payment shall be due herettnder-only after any one of the following three conditions is met: (1) the claimant obtains a judgment against the Insured or the Company after actual trial by a court of competent jurisdiction; or (2) the claimant enters into a settlement with the Insured or the Company approved by National Indemnity; or (3) the claimant enters into a settlement with the Insured or the Company approved by the Company prior to it being declared insolvent or prohibited from paying amounts due under the Policy. None of these conditions shall apply to first-parry coverages, including but not limited to any state workers' compensation or similar federal compensation coverages that may be provided by the Policy. IL 60 38(Ed.12 02) Page 1 of 2 Printed in U.S.A. 'd ZfiZZ 'nNT Upon the Company being declared insolvent or being legally prohibited from paying Policy amounts otherwise payable because of the Company's financial condition by a court of competent jurisdiction or insurance regulator authority or upon any insurance regulator assuming any control over the Company's claims handling process National Indemnity has the right, but not the duty, to assume any obligation the Company may have to provide defense to the Insured, if such an obligation is created by the Policy. If National Indemnity does not assume sucl obligation, it will reimburse the Insured for the reasonable cost of such defense to the extent that the Compan would have been obliged to pay such cost under its obligation to defend. National Indemnity and the Insured wi cooperate in the selection of defense counsel at the commencement of litigation. Nothing herein shall makc National Indemnity the insurer under the Policy. National Indemnity's obligation hereunder is limited to th Company's obligations under the Policy and shall not include any payment arising under claims of bad faith, extre contractual obligations or payments in excess of policy limits. In the event the Notice Inception Date is later than the Policy Inception Date, then this Notice does not apply to an damages, offense or loss of any nature for which coverage is otherwise provided under the Policy if such damages offense or loss 'commences" in whole or in part prior to the Notice Inception Date, even if such damages, offense or loss continues, is alleged to continue, or is deemed to continue on or after the Notice Inception Date. For the purposes of,this Notice only, 'commences"shall mean: (i) first occurs, is alleged to first occur or is deemed to firs+ occur: or (H) incepts, is alleged to incept or is deemed to incept: or (iii) first manifests, is alleged to have first manifested, or is deemed to have first manifested. "Commence'is the earliest point in time of (i), (ii) or fill). National Indemnity has no liability to make payments or reimburse any person for payments if the payments were incurred in connection with or were in any way related to such excluded damages, offense or loss. NATIONAL INDEMNITY COMPANY LUMBERMENS MUTUAL CASUALTY CO. President Chairman and Chief Executive Officer IL 80 38 (Ed. 12 02) Page 2 of 2 Printed in U.S.A. fi 7R77 'nit -