HomeMy WebLinkAbout04218 - COAST INTELLIGEN CONVENTION CENTER MO 6613 Coast Intelligen, Inc-
Distributed Generation
- P.S" Conv. Ctr.
AGRE EMENT 994218
M06613, 5-3-00
CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT FOR
DISTRIBUTED GENERATION AT THE PALM SPRINGS CONVENTION CENTER
THISkNTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered
into this Sr- day of 2000, by and between the CITY OF PALM
SPRINGS, a municipal corporation, (h "City") and Coast Intelligen, 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. Fez 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.
12 Compliance with haw. 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.
1.3 Licenses, Pen-nits, 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
pezfonnance of the services required by this Agreement. Contractor shall have the sole obligation
to pay for any fees, assessments and taxes(excluding tax levied on the sale of power and water from
Contractor to City, as set forth in Exhibit "B"),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.
1A 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
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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
written instructions are received from the Contract Officer.
L5 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. The Contract Sum shall include the
attendance of Contractor at all project meetings mutually agreed to by City and Contractor, with
such agreement not unreasonably withheld; Contractor shall not be entitled to any additional
compensation for attending said meetings.
2.2 Method of PgEnent. 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 (Ist) 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 fees 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,
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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 fmal and conclusive upon the parties to this Agreement. Iri 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 eighty-four (84) months from the date Agreement is executed, except that the
City may, at its sole option, I80 days prior to expiration of the Agreement, extend the term of this
agreement for thirty-six (36)months.
4.0 COORDINATION OF FORK
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:
Mr. Pete Bonacic
Coast hitelligen
P.O. Box 5192
Newport Beach, CA 92660
(949) 675-1985 (ph)
(949) 675-2485 (fax)
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 Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Contractor, its principals and employees were a substantial
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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 exception to this prohibition is the "Consent to
Assignment" made with Energy Credit Corporation and attached hereto as "Exhibit E".
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 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,INDENINIk'ICATION AND BONDS
5A 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) Comprehensive General Liability Insurance. A policy of
comprehensive general liability insurance written on a per occurrence basis. If the Contract Sum is
$25,000.00 or less, the policy of insurance shall be written in an amount not less than either (i) a
combined single limit of $500,000.00 or (H) bodily injury limits of $250,000.00 per person,
$500,000.00 per occurrence and $500,000.00 products and completed operations and property
damage limits of $100,000.00 per occurrence and $100,000.00 in the aggregate. If the Contract
Sum is greater than $25,000.00 but less than or equal to $100,000.00, the policy of insurance shall
be in an amount not less than either(i) a combined single limit of$1,000,000.00 for bodily injury,
death and property damage or(ii) bodily injury limits of$500,000.00 per person, $1,000,000.00 per
occurrence and $1,000,000.00 products and completed operations and properly damage limits of
$500,000.00 per occurrence and $500,000.00 in the aggregate. If the Contract Sum is greater than
$100,000,00, the policy of insurance shall be in an amount not less than $5,000,000.00 combined
single limit.
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(b) Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State of California
and which shall indemnify, insure and provide legal defense for both the Contractor and the City
against any loss, claim or damage arising from any injuries or occupational diseases occurring to
any worker employed by or any persons retained by the Contractor in the course of carrying out the
work or services contemplated in this Agreement.
(c) Automotive Insurance. A policy of comprehensive automobile
liability insurance written on a per occurrence basis in an amount not less than either (i) bodily
injury liability limits of $250,000.00 per person and $500,000.00 per occurrence and property
damage liability limits of $100,000.00 per occurrence and $250,000.00 in the aggregate or (ii)
combined single limit liability of $500,000.00. Said policy shall include coverage for owned,
non-owned, leased and hired cars.
All of the above policies of insurance shall be primary insurance and
shall name the City, its officers, employees and agents as additional insureds. 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. All of said policies of insurance shall provide that said
insurance may nor be amended or cancelled without providing thirty (30) days prior written notice
by registered mail to the City. 1n the event any of said policies of insurance are cancelled, 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 or appropriate
insurance binders evidencing the above insurance coverages and said Certificates of Insurance or
binders are approved by the City. All certificates shall name the City as additional insured
(providing the appropriate endorsement).
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 persons for which the Contractor is otherwise responsible.
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:
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(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
attomeys' fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment 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 is 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.
53 Sufficiency of Insurer or Sur Insurance 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 Federal
Register, and only if they are of a financial category Class VH or better, unless such requirements
are waived by the Director of Administrative Services or designee of the City ("Director of
Administrative Services") due to unique circumstances. In the event the Director of Administrative
Services 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 required by this Section 5 may be changed accordingly upon receipt of written
notice from the Director of Administrative Services; provided that the Contractor shall have the
right to appeal a determination of increased coverage by the Director of Administrative Services to
the City Council of City within ten (10) days of receipt of notice from the Director of
Administrative Services.
6.0 RECORDS AND REPORTS
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 reasonably require.
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 reasonable access to such records in the event any audit is
required.
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6.3 Ownership of Copies of Documents. All copies of 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 copies of
documents and materials hereunder. Any use of such 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.
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 conceming 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 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.
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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 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 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 reuedies, 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,
7.7 Liquidated Damages, As set forth in Exhibit "D," Contractor agrees that
delivery of services specified in this Agreement is to occur ninety (90) days from execution of the
Agreement. Delivery includes installation of energy equipment and the providing of the requisite
power to the City as specified in this Agreement. If delivery is not completed within this timeframe,
Contractor agrees to pay as liquidated damages the differences between the Agreement price as
specified in Exhibit "A," and the amount paid for an alternative source of power as calculated on a
pro-rata basis for the days beyond the 90-day timefi-ame for delivery. Date of delivery is contingent
upon timely issuance of necessary pen-nits and interconnection of equipment by utilities and shall be
reasonably extended for any delay not the fault of Contractor.
7.8 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. This Section contemplates that the City may terminate this Agreement if for any reason
either Southern California Edison (SCE) or an alternative power source is not able, for any reason,
legal or otherwise, to provide the City's Convention Center with any power needed above what the
Contractor will provide to the City.
7.9 Disposition of Equipment in the Event of Termination. If the Agreement is
terminated pursuant to Sections 7.8, at the discretion of the City, the City may either purchase the
Equipment for its depreciated replacement value, or have the Equipment removed, with the cost of
such removal bome by the City.
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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
8.1 Non-liability of City 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.
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, Pahm 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 terns 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
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• 0
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, of 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 Co orate Author i . 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.
IN WITNESS WI-IEREOF, the parties have executed and entered into this Agreement as of
the date first written above.
CITY OF PALM SPRINGS, CALIFORNIA
a municipal corporation
By:
City Manager
(7122
City Cleric
AIPPPOV7D BY THE r Ci 71; COUNCZ
APPROVED AS TO FORM: BY RES. NO-f
City'torney
CONTRACTOR: COAST INTELLIGEN, INC.
(Check one: individual, partnership,
corporation
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(NOTARIZED) By:
Print Name and Title
(NOTARIZED BN --)
Signature
Print Name and Title
cling Address_
,.,
(Corporations require two signatures: one from each of the following: A. Chairman of Board
President, any Vice President; AND B. Secretary, Assistant Secretary, Treasurer, Assistant
Treasurer, or Chief Financial Officer).
(END OF SIGNATURES]
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EXIIIBIT "A"
SCOPE.OF SERVICES
1. City to Own Equipment in Specified Circumstance- Contractor agrees that the City will, at
City's sole option, be the sole, outright owner of the Convention Center Equipment at the end of the
tern of this Agreement but only if during the tern of the contract the City elects to contract with
Contractor for cogeneration at the City's wastewater treatment plant, or if the City elects to exercise
its three-year option pursuant to section 3.4 of this Agreement- Should the City elect to contract
with Contractor for cogeneration at the City's wastewater treatment plant, such contract will be
negotiated and drafted as a separate document.
2. Equipment. The Contractor will provide to the City, and the City shall accept from the
Contractor, a 1-150 IOW Coast Intelligen generation unit, Model 2150, along with appropriate
catalytic converters.
3. Location. City of Palm Springs, Palm Springs Convention Center. Equipment is to be
located at existing natural gas meter location.
4. Power to Be Supplied. Contractor will supply the City's Convention Center with a
minimum of 150 kw of electrical power on a daily basis.
5. Description of Work to Be Performed. Engineering, permitting, delivery of equipment,
filing for interconnect agreement, installation, start-up, maintenance of equipment, warranty of
equipment,providing of requisite power.
6. Agreement Price--Fixed Tariff Discount. The City agrees to purchase, and the Contractor
agrees to supply, electricity for the Convention Center at a fixed discount of the lower of either 5%
off the City's current electric rate tariff for the Convention Center(as of the date the equipment goes
on line) as calculated on a monthly basis, or any subsequent lower replacement rate tariff otherwise
available to the City in the open market in die absence of this Agreement (inclusive of any direct
access charges or additional gas consumption costs directly attributable to the Coast equipment) for
the entire tern. This Agreement price shall be the total Agreement price, and the City shall pay no
other charges or costs, including, but not limited to, installation and maintenance charges or costs,
which shall be born solely by Contractor. Should the Public Utilities Commission, at a future date,
establish "stand-by-charges" for "distributed generation" or any other charge that is assessed
because a distributed generation system is cormected to the Convention Center, Contractor shall be
fully responsible for that cost.
7. Contractor to Have Access to Site for Maintenance. City shall provide access to the
equipment site at reasonable times in order to allow Contractor to perform any required
maintenance or warranty work on the Equipment All maintenance shall be performed in off-peak
periods.
8. Dedicated Phone Line. City shall provide access for a dedicated, voice quality, phone
modem line in order to allow Contractor to remotely monitor the Equipment. The costs of
installing,maintaining and the regular service fees of the phone line will be paid by Contractor.
EXHIBIT "A"
1032/014094-0001
60436.01 04/21/00 -1-
9. Guaranty of Up and Running Time. Contractor guarantees that Equipment will run properly
(defined as supplying the needed electricity on a daily basis) at least 95% of high peak times (as
commonly understood in the industry), exclusive of authorized and necessary previously scheduled
maintenance. Contractor agrees as liquidated damages that should equipment failure exceed this
percentage, Contractor shall pay to City the difference between the Agreement price, as specified in
Exhibit "A," as calculated on a pro-rata basis for the days during which the Equipment is
nonoperativc, and the amount paid to obtain an alternative source of power, but only if City
complies with the notification process set forth immediately hereafter. In order to document
equipment failure, the designee of the City shall notify Contractor via facsimile within 24 hours of
such equipment failure, such notice stating the period of time that the equipment failed. The
notification shall specify the manner of failure and any other pertinent details so as to allow
Contractor the ability to quickly remedy the failure.
10. Removed EquiRment. Any existing cogeneration equipment at City's premises that is
removed by Contractor during the course of its installation work shall become, at the option of the
City, the property of Contractor. Prior to exercising such an option, Contractor shall provide a list
of all equipment to the City.
11. Installation and Inspection. The City will provide at no cost a suitable and mutually
satisfactory space for installation of Equipment,which shall conform to the specifications provided
by Contractor_ Although the City acknowledges that an interruption of existing utility service may
be required in order to complete installation, Contractor will ensure that any such interruption
occurs at off-peak hours as defined by common industry usage and understanding. Further,
Contractor will notify the City before any said interruption occurs. Contractor and the City will
mutually agree upon a date for installation of the equipment. Upon installation, City will inspect the
equipment to ensure that it is functioning properly. Upon completion of inspection the City will
notify Contractor that the equipment is installed and functioning at an acceptable level. The date
this notice is provided will be deemed the Date of Delivery as set forth in Exhibit"D."
EXI--IIBIT "A"
1032/014084-0001
60436.01 0412000 -2-
EXI-I]BIT "B"
SPECIAL RE UIREMENTS
1. Taxes on the Sale of Power and Water. Applicable tax on the sale of power and water from
Contractor to City shall be the responsibility of City to pay and Contractor to timely collect and
remit to the proper authorities. The party which is delinquent in performing its duties under this
section shall be liable for any fees or penalties imposed for delinquent tax payment.
2 Disposition of E ui ment Upon Expiration of A eement. Upon expiration of this
Agreement, Contractor will remove contractor's Equipment at Contractor's sole expense and restore
the City's property to its original condition at Contractor's sole expense, >mless otherwise agreed in
writing by the City and Contractor, or unless Section I of Exhibit "A" is applicable.
EXHIBIT "B"
10MJ014054-0001
60436.01 a04/20/00 _I_
E] T' IT "C"
SCHEDULE OF COMPENSATION
1. Payment Schedule. Payments will begin thirty (30) days after installation with the first
payment prorated as per the meter readings for usage from the time of operation to the first day of
the following month. Payments will be made in arrears and each payment not received within thirty
(30) days of date due shall have a late charge of .015% of the amount due. The amount and
determination of payments is set forth in the section entitled "Agreement Price -- Fixed Tariff
Discount' in Exhibit "A."
E)=IT "C"
1032/014094-0001 60436 01 u04/20/00 -I-
EXHBIT"D"
SCHEDULE OF PERFORMANCE
1. Term. The term of this Agreement shall be eighty-four (84) months unless terminated
pursuant to Section 7.8 of the Agreement or unless the Option to Renew as specified below is
exercised.
2. Date of Delivery. Date of delivery is to occur within ninety (90) days fi-om the date of
execution of this Agreement. Delivery includes both installation of the equipment, as well as the
providing of the requisite power to the City as specified in this Agreement. Date of Delivery is
contingent upon timely issuance of necessary permits and interconnection of equipment by utilities
and shall be reasonably extended for any delay not the fault of Contractor.
3. Option to Renew_. City shall have the option to renew this Agreement following the Term of
the Agreement.
EXHIBIT "D"
1032/014084.0001
60436,01 a04/20100 "1"
+ CALIFORNIA ALL-POSE ACKNOWLEDG T
State of California
County of San Diego
On before me, C._L,—Czo]nez,-Notary Public
personally appeared � ��-�� �+� ��✓� 1�1��� �-� * * * * **_
J
personally known to me - OR - P proved to me on the basis of satisfactory
evidence to be the person(s) whose
name(s) is/are subscribed to the within
instrument and acknowledged to me
-� that he/she/they executed the same in
L. �D\7—E his/her/their authorized capacity(ies),
_ mm and that by bis/her/their signature(s) on
S_a363
i7 � %7'�v, FRY POT-I� Cqu�ORNIp� the instrument the person(s), or the
sq" °j` 'OUNTr entity upon behalf of which the
r-y7 CG'mm Gxa AUr L6 }
T T °p person(s) acted executed the
instrument.
TNESS my hand and official seal.
(1,716,
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
DOCUMENT DATE NUMBER OF PAGES
SIGNERS) OTI]ER THAN NAMES ABOVE _.
CAPACITY(XES) CLAIMED BY SIGNER(S)
Signer's Name Signer's Name
i
0(ndividual Olndividual
I
OCorporate Officer OCorporate Officer
Title(s) Title(s) f,
I
Gartner-- _ Limited General OPartner-- — Limited _ General
I
OAttorney-in-Fact OUtorney-m-fact
❑frustee(s) ' [krustee(s)
OGuardian or Conservator RlGlrr ❑Guardian or Conservator i RIGHT
THUMP=OF ; ; TffumpRINT or
I SIGNER I I SIGNER
�-I�, I Top of thumb here I I Top of thumb here
LbTHER: ODTHER: _----...—
SIGNER IS REPRESENTING: i SIGNER IS REPRESENTING: j
I I I
i
PAL H
City of Palm Springs
ryr�••Oenifo yi
Office of the Ciry Cleric
3200 Tahquhr Canyon Way• Palm Springs,California 92262
TEL.(760)323-8204 •TDD:(760)864-9527
May 17, 2000
Coast Intelligen, Inc-
Atten: Don Giovenihi
#1 Annabelle Lane, Suite 206
San Ramon, CA 94523
Dear Sir"
Attached is one executed copy of the agreement regarding provide distributed generation at the
Palm Springs Convention Center between the Coast Intelligen and the City of Palm Springs,
approved by the City Council on May 3, 2000, by Minute Order 6613, Agreement#4218,
Certificates of Insurance must be required in the amounts of General Liability-$500,000 CSL;
Automobile Liability-$500,000 CSL; and Workers Compensation-California Statutory Limits.
Further the cancellation clause must stated: Should any of the policies be cancelled before the
expiration date thereof, the issuing insurer will mail 30 day written notice to the certificate holder-
The City should likewise be named as Additional Insured.
Should you have any questions, please let me know.
Sincerely,
PATRICIA A. SANDERS, CMC
City Clerk
cc. City Manager w/agreement
Finance w/agreement
Post Office Box 2743 0 Palm Springs, California 92263-2743
EXHIBIT "E"
CONSENT TO ASSIGNMENTS
This Consent, dated as of , 2000, is given and made by the City of
, a Municipal corporation (the "Customer"), in favor of Energy Credit Corporation, a
Delaware corporation("ECC").
RECITALS
1
The Customer and Coast Intelligen, Inc.® (the "Company") are parties to an Energy
Share Agreement, dated as of (the "Contract")- Terms defined in the
Contract shall have the same defined meanings when such terms are used herein.
ECC and the Company are parties to a Financing and Security Agreement, dated as of
, 2000 (the "Financing Agreement"), pursuant to which ECC has agreed to
provide financing to the Company for the Contract. In connection with the Financing
Agreement, the Company has executed and delivered to ECC (a) an Assignment of Contract
payments, pursuant to which all payments to be made by the Customer under the Contract are
assigned to ECC (the "Contract Payments Assignment"), and (b) a Conditional Assignment,
pursuant to which the Company assigns to ECC all of the Company's rights to perform the
obligations of the Company under the Contract (the "Conditional Assignment").
It is a condition precedent to closing under the Financing Agreement that the Customer
execute and deliver this Consent. Accordingly, to induce ECC to provide financing for the
Contract, the Customer agrees as follows:
I. The Customer acknowledges that it has reviewed the provisions of the "Consent
to Assignments" and consents to the terms thereof as expressed herein.
2. Upon written demand from ECC, the Customer agrees to make all payments due
under the Contract to ECC at:
Energy Credit Corporation
660 Beaver Creek Circle
Maumee, Ohio 43537
Attention: Jauel A. Krebs
Prior to receipt of such demand, the Customer may continue to make payments to the
Company.
3. It is a condition precedent to Customer executing this Consent that BCC Consent
to all of the terms of the Contract executed between the Customer and the Company- To this
end, by executing this Consent, ECC acknowledges that it has reviewed the provisions of the
Contract, including all Exhibits attached thereto, and consents to all of the terms thereof.
1032101408+4001 EXHIBIT "E"
60341.01 a03/29/00
4. The Customer shall give written notice within 10 days to ECC of any default by
the Company under the Contract. If, within 10 days after receipt of such notice, ECC, or its
designee, commences to cure such default and thereafter diligently pursues to completion the
curing of such default within 45 days after Service of the notice of default or such longer period
as may be permitted by the Customer, the Customer will not exercise any of its rights or
remedies afforded the Customer under the contract. If ECC or the Company cannot cure the
default within the reasonable time specified, Customer may exercise any and all termination
rights specified in the Contract-
s. In the event that ECC gives the Customer notice of the exercise by ECC of its
rights and obligations under the Conditional Assignment, the Customer agrees that it shall
recognize ECC or its designee as the party to perform the obligations of the Company under the
Contract, so as to establish direct privity of contract between the Customer and ECC or its
designee with the same force and effect as if ECC or its designee had initially entered into the
Contract with the Customer. In the event that it becomes necessary for ECC to appoint a
designee, the Customer shall have the right to approve or reject the designee prior to the
designee's appointment Such approval shall not be unreasonably withheld but shall be subject to
Customer's discretion after Customer has the opportunity to thoroughly investigate the designee's
qualifications and experience, and ensure that such qualifications and experience are satisfactory
to the Customer. From and after the date it receives such notice, the Customer shall accept the
assignment of performance by ECC, or its designee after Customer's approval of designee, in the
place of the Company, under the Contract. The Customer agrees that ECC shall not have any
liability under the Contract unless it gives the Customer written notice of the exercise of its rights
under the Conditional Assignment.
6. ECC agrees that should ECC exercise its rights under the conditional Assignment
as set forth in Section 5 and elsewhere, that it (ECC) or its designee will be bound by all of the
terms of the Contract executed between Customer and the Company, including all of the
obligations specified in the Exhibits attached thereto.
7_ The Customer acknowledges and agrees that if the Customer is in default under
the Contract for a period of 90 days, ECC shall have the right to enter the Customer's premises to
remove the Equipment in accordance with the terms of the Contract,
8_ The Company and the Customer shall not consent to any amendment,
modification or waiver of any term of the Contract unless it shall first receive the written consent
of ECC.
9_ The Consent and Contract constitute the entire agreement between the parties
hereto with respect to the transactions contemplated hereby and supersedes all prior discussions,
understandings, agreements and negotiations between the parties hereto. The Consent may be
modified only by a written instrument executed by all the parties hereto-. ECC, Company and
Customer.
10. This Consent shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
EXHIBIT "E"
1032Jo140e4-0001 _
60341.01 ao329/00 _z
11. This Consent and all documents referred to herein shall be governed by, construed
and interpreted in accordance with, the laws of the State of California, without reference to
conflict of laws principles.
12. This Consent may be executed in as many counterparts as may be required by the
parties. It shall not be necessary that this signature on behalf of the parties hereto appear on each
counterpart hereof, and it shall be sufficient that the signature on behalf of the parties hereto
appear on one or more such counterparts. All counterparts, collectively, shall constitute a single
agreement.
13. If any term, covenant or provision of this Consent, or the application thereof to
any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this
Consent, or the application of such term, covenant or provision to other persons or
circumstances, shall not be affected thereby, and each term, covenant or provision of this
Consent shall be valid and enforceable to the fullest extent permitted by law.
14. All notices, requests, demands and other communications hereunder shall be in
writing and shall be delivered by hand, sent prepaid by Federal Express (or a comparable
overnight delivery service) or sent by the United States mail, certified, postage prepaid, return
receipt requested, at the addresses and with such copies designated below. Any notice, request,
demand or other communication delivered or sent in the manner aforesaid shall be deemed given
or made (as the case may be) when actually delivered to the intended recipient.
For ECC: For the Customer:
Energy Credit Corporation City of Palm Springs
660 Beaver Creek Circle 3200 Tahquitz Canyon Way
Maumee, OH 43537 Palm Springs, CA 92262
Attention: Janel A. Krebs Attention: Al Smoot
For the Company:
Coast Intelligen, Inc.
One Annabel bane, Suite 206
San Ramon, CA 94584
Attention: Don Giovanetti
Any party hereto may change its address or designate different or other persons or entities to
receive copies by notifying the other parties in a manner described in this paragraph.
15. Further Assurances. The Company and the Customer agree to sign, execute and
deliver, or cause to be signed, executed and delivered, and to do or make, or cause to be done or
made upon the request of ECC: a) any and all subordinate or confirmatory agreements, and
b) any and all instruments,papers, deeds, acts or things, supplemental, confirmatory or otherwise
EXHIBIT "E"
1"3v01403¢0 0l
60341.01 303/29/00 -3-
as may be required by ECC for the purpose of or in connection with consummating the
transactions described herein.
IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Consent by their duly authorized representatives, all as of the day and year first above written.
ENERGY CREDIT CORPORATION,
a Delaware corporation
By:
Jonathan P_ Ahlberg, Vice President
[SIGNATURES CONTINUED]
COAST INTELLIGEN, INC.®,
a California corporation
By:
Donald B. Giovanetti, President
CITY OF
a Municipal corporation
By:
Name:
Title:
Approved as to form and legality:
EXHIBIT "E"
1032/0140844=1
60341.01.03/29/0 -4-
r. -qqM CERTIFICA f OF LIABILITY INSUR&ICDvD VU DATE(MMI°D"
COASTXI 06/22/00
PRODUCER THIS CERTIFICATE ISi=UED AS A MATTER OF INFORMATION
WaterONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
10525 is Insurance Services / T ! / / HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR
10525 Vista Sorrento Pkwy M300 ' / ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
San Diego CA 92121 (/ COMPANIFS AFFOROING COVE AGE
John Doddri.dge COMPANY
Phone No 858-452-2200 Fax No 858-452-fi004 A Allied utual Co.
INSURED
COMPANY
B
Coast Intelligen, Inc. COMPANY
DBA Intelligen Cogeneration C
One Annabel Lane $209
San Ramon CA 94583 COMPANY
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVB BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
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 IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION
LTR DATE(MMIDD/1'Y) DATE(MM/DDffY) LIMITS -
GENERALUASIUTY GENERAL AGGREGATE Is2,000,000
A X COMMERCIAL GENERAL LIABILITY 7800632841 01/08/00 01/08/01 PRODUCTS-COMPIOP AGG $ 1,000,000
CLAIMS MADE 7 OCCUR PERSONAL a ADV INJURY 5 1,000,000
OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE Is 1,0O0,D00
FIRE DAMAGE(Any one fire) s 50,000
AUTOMOBILE LIABILITYMED EXP(Anyone person) T 5,000
A X ANY AUTO 7800632041 01/08/00 01/08/0, COMBINED SINGLE LIMIT 51,000,000
ALL OWNED AUTOS
SCHEDULED AUTOS BODILY INJURY 5
X HIRED AUTOS (Per Pcr.Pn),�� o^r•�✓
X NON•CWNED AUTOS (ParawldenR 5
PROPERTY DAMAGE g
GARAGE LIABILITY AUTO ONLY•EA ACCIDENT 3
ANY AUTO rnn — OTHER THAN AUTO ONLY:
EACH ACCIDENT S
AGGREGATE S
EXCESS LIABILITY
EACHOCCURRENCE 55,000,000
A X UMBRELLA FORM
7800632841 01/08/00 01/08/01 AGGREGATE S5,000,000 '
OTHER THAN UMBRELLA FORM
S
WORKERS COMPENSATION AND WC ST4PJ OTH-
EMPLOYERS LIAB.LITY TOPYAIT5 - ER '-
S
THE PROPRIETOR/ INCL EL EACH ACCIDENT
i1VE
PARTNERS/EXECU EL DISEASE•POLICY LIMIT 5
OFFICERSARE P1 EXCL OTHER EL DISEASE-EA EMPLOYEE E
A Any Other Location 7800632841 01/08/00 01/08/01 Property $300 000
$1,000 Ded.
DESCRIPTION OF OPERATIONS/LOCAnONS/VEHIGLEBISPECIAL LTEMS
*Except 10 Days Notice for Nonpayment of Premium. Certificate Holder is
named as an Additional Insured pper CG2026 and insurance is primA2 per
Company Form 28 attached. Job: Pawer Generation @ Convention Center A4218
CERTIFICATE HOLDER CANCELLATION
PALMSP8 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
3 0** DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
City Of Palm Springs
City Clerk BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
P.O. Box 2743 OF ANY KIND UPON THE COMPANY ITS AGENTS OR REPRESENTATIVES
Palm Springs CA 92263-2743 AUTHORIZED REPRESENTATIVE
ACORD?S-S(7/95) .7ohn Doddridge
- ACORD CORPORATION 88
acoRD CERTIFICATCpOF LIABILITY INSUR CkoA$TTl Do3i28io2
PRODUCER THIS CERTIFICATE IS I cD AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Wateridge Insurance Services HOLDER-THIS CERTIFICATE DOES NOT AMEND,EXTEND OR
10525 Vista Sorrento Pkwy #300 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
San Diego CA 92121 COMPANIES AFFORDING COVERAGE
Ronald 8- Guy az COMPANY Travelers Property 6 Casualty
INSURED
PhoneNo. 658-452-2200 F No.856-452-6004 _ _
INSURED - —
COMPANY
Coast Intelligon, Inc- COMPANY
DMA Intelligen Cogeneration C z 'L22 "i
2460 Ash Street - _
Vista CA 92083 CO AANY -�IL`IxJ-D P
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OFANY 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.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAMS.
CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION
LTR DATEIMMIDDIYY) DATE(MMIDDM) LIMITS
GENERAL LIABILITY GENERAL AGGREGATE 52,000,000
A X COMMERCIAL GENERAL LIABILITY 630525D4984 01/24/02 01/24/03 PRODUC75-COMP/OPAGG f l,_00
IJ 01000
CLAIMS MADE OCCUR PERSONAL INJURY S1,000,000
OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000
FIRE DgMAGE(Any one fire) S 50,000
MED EXP(Any one putson) S 5,000
AUTOMOBILE LIABILITY
A X ANY AUTO 810525D4984 01/24/02 01/24/03 COMBINED SINGLE LIMIT S1,000,000
ALL OWNED AUTOS BODILY INJURY
SCHEDULED AUTOS (P-r pnn:an)
X HIRED AUTOS
BODILY dent 5
X NON-OWNED AUTOS (Pei accident)
PROPERTY DAMAGE 5
GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S
ANY AUTO OTHER THAN AUTO ONLY
EACHACCIDENT F
AGGREGATE S
EXCESS LIABILITY EACH OCCURRENCE $5,000,000
A X UMBRELLAFORM CUP525D4984 01/24/02 01/24/03 AGGREGATE s5,000,000
OTHER THAN UMBRELLA FORM
$
WORKERS COMPENSATION AND WC STATU. OTH-
EMPLOYERS'LIABILI7V To RY LIMITS ER
cl`EACH-ACC:BEI.T� I-S----
TIIEPROPRIETORI INCL EL DISEASE-POLICY LIMIT 5
PARTNERSIEXECUTIVE
OFFICERS ARE: EXCL EL DISEASE"EA EMPLOYEE S
OTHER
A Any Other Location 630525D4964 01/24/02 0103 Property $300,000
$1,000 Ded.
DESCRIPTION OF OPERA ONSILOCATIONSIVEHICLESISPECIAL ITEMS
*Except 10 Days Notice for Nonpayment of Premium- Re: 4216, Power Generation
@ Convention Center A4218
CERTIFICATE HOLDER CANCELLATION
CTTYOP3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
City of Palm Springs BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
3200 Tahuuit2 Canyon Way OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES,
Palm Springs CA 92262 AUTHORIZED REPRESENTATIVE
Ronald P. Guy una'�(
ACORO 25-5(1195) ACORD RPORATION 1988