BMW / 19th Hole Block Party event 16INDEMNITY AND HOLD HARMLESS AGREEMENT
THIS INDEMNITY AGREEMENT AND HOLD HARMLESS ("Agreement") is hereby entered
into by the City of La Quinta ("City") and BMW Performance Center ("Agency") as of
January 20, 2017.
RECITALS
A. Agency has proposed to provide at least, but not limited to, 2 BMW display
vehicles, a BMW display booth and 4 BMW Ultimate Mixer Certificates to the City of La
Quinta for the 19th Hole Block Party in Old Town La Quinta ("Services").
The City wishes to have Agency provide the Services to enhance the experience of the
19th Hole Block Party where its guests and attendees can reap the benefits. The BMW
Ultimate Mixer Certificates will be randomly given away in a social media contest and
the vehicles showcased.
NOW, THEREFORE, in consideration of performance by the parties of the mutual
promises, covenants, and conditions herein contained, the parties agree as follows:
Section 1
The foregoing Recitals are true and correct and are hereby incorporated herein by this
reference and are expressly made a part of this Agreement.
Section 2
2.1 Agency shall defend (with counsel selected by the City), indemnify, and hold
harmless the City and its officers, employees, and agents (collectively, "Indemnified
Parties") from and against any liability (including liability for claims, suits, actions,
arbitration proceedings, administrative proceedings, regulatory proceedings, losses,
expenses or costs of any kind, whether actual, alleged or threatened, including,
without limitation, incidental and consequential damages, court costs, attorneys' fees,
litigation expenses, and fees of expert consultants or expert witnesses) incurred in
connection therewith and costs of investigation, where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the performance
of this Agreement by Agency or by any individual or entity for which Agency is legally
liable, including but not limited to officers, agents, employees, or subcontractors of
Agency, excepting only those claims, actions, obligations, losses, liabilities, judgments,
or damages arising out of the sole negligence, active negligence, or willful misconduct
of the Indemnified Parties.
2.2 In the event the Indemnified Parties are made a party to any action, lawsuit, or
other adversarial proceeding alleging negligent or wrongful conduct on the part of
Agency, Agency shall provide a defense (with counsel selected by the City) to the
Indemnified Parties, or at the City's option, reimburse the Indemnified Parties on an
ongoing monthly basis their costs of defense, including reasonable attorneys' fees,
incurred in defense of such claims.
Revised April 2015
2.3 In addition, Agency shall be obligated to promptly pay any final judgment or
portion thereof rendered against the Indemnified Parties.
Section 3
3.1 Prior to the execution and throughout the duration of this Agreement, Agency
shall maintain insurance in conformance with the requirements set forth below.
Agency may use existing coverage to comply with these requirements. If that existing
coverage does not meet the requirements set forth here, Agency shall have it
amended to do so. Agency acknowledges that the insurance coverage and policy
limits set forth in this Section 3.1 constitute the minimum amount of coverage
required. Any insurance proceeds in excess of the limits and coverage required in this
Agreement and which is applicable to a given loss, will be available to City in the event
of a loss covered by this Agreement.
Agency shall provide the following types and amounts of insurance:
A. Commercial General Liability Insurance using Insurance Services Office
"Commercial General Liability" policy form CG 00 01, with an edition date prior
to 2004, or the exact equivalent. Coverage for an additional insured shall not
be limited to its vicarious liability. Defense costs must be paid in addition to
limits. Limits shall be no less than $1,000,000 per occurrence for all covered
losses and no less than $2,000,000 general aggregate.
B. Workers' Compensation on a state -approved policy form providing
statutory benefits as required by law with employer's liability limits no less than
$1,000,000 per accident for all covered losses.
C. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01
including owned, non -owned and hired autos, or the exact equivalent. Limits
shall be no less than $1,000,000 per accident, combined single limit. If Agency
owns no vehicles, this requirement may be satisfied by a non -owned auto
endorsement to the general liability policy described above. If Agency or
Agency's employees will use personal autos in any way on this project, Agency
shall obtain evidence of personal auto liability coverage for each such person.
D. Excess or Umbrella Liability Insurance (Over Primary) if used to meet
limit requirements, shall provide coverage at least as broad as specified for the
underlying coverages. Such policy or policies shall include as insureds those
covered by the underlying policies, including additional insureds. Coverage
shall be "pay on behalf," with defense costs payable in addition to policy limits.
There shall be no cross liability exclusion precluding coverage for claims or suits
by one insured against another. Coverage shall be applicable to City for injury
to employees of Agency, subcontractors or others involved in the provision of
services under this Agreement. The scope of coverage provided is subject to
approval of City following receipt of proof of insurance as required herein.
Revised April 2015
3.2 Agency agrees to provide evidence of the insurance required herein,
satisfactory to City, consisting of: (a) certificate(s) of insurance evidencing all of the
coverages required and, (b) an additional insured endorsement to Agency's
Commercial General Liability policy using I50 Form CG 20 10 with an edition date prior
to 1988, which form shall include coverage for completed operations. The additional
insured endorsement shall expressly name City, and its officers and employees as
additional insureds on the policy(ies) as to Commercial General Liability coverages,
and completed operations coverages, with respect to liabilities arising out of Agency's
performance of the Services under this Agreement.
3.3 Proof of compliance with these insurance requirements, consisting of
endorsements and certificates of insurance, shall be delivered to City prior to Agency
commencing performance of any of the Services described in this Agreement.
3.4 Copies of this Agreement and any other forms of communication between the
parties shall be directed to the addresses set forth below:
To City: To Consultant:
CITY OF LA QUINTA
Attention: Chris Escobedo
78-495 Calle Tampico
La Quinta, California 92253
cescobedo@la-quinto.org
Rev iscd April 2015
Daniel Gubitosao�—
Vendor Name:��.'
Attn: Daniel Gubitosa, Manager, BMW Performance Centers
Address: 1155 Highway 101 South
City ST ZIP: Greer, SC 29651
Email address: dQoiei gwbitoso@bmwmc.com
("Agency")
1M
Its:
ATTEST:
CITY OF LA QUINTA
("City")
IN
Digitally signed by Chris
Do
Daate:te:2017.01.19 12:52:37
-08'00'
Frank J. Spevacek, City Manager
Digitally signed by Susan Maysels
1 n DN: cn=Susan Maysels, s City La Quinta,
V(/� ou=Clerk's Office, email=smayselels@la-
quinta.org, c=US
Date: 2017.01.19 13:29:26-08'00'
Susan Maysels, City Clerk
APPROVED AS TO FORM:
By:i ...�—.rr
William H. Ihrke, City Attorney
Revised April 2015
, L CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
01/10/2017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
MARSH USA, INC- NAME:PHOFAX
-
501 MERRITT 7 -WCNo, M#: [ , No):
NORWALK, CT 06856 aA R}ES$e
Attn: Norwalk, certrequest@marsh.com / FAX:203-229-6511
S60296-STND-GAWU-17-18 NORTH GAWU
INSURER A : HDI-Geding America Insurance Company
41343
INSURED
BMW OF NORTH AMERICA LLC
INSURER B : Fireman's Fund Insurance Co.
-
21873
INSURER C : Trumbull Insurance Company
27120
ATTN: JAMES BURTON
INSURER D : Twin City Fire Insurance Company
P O. BOX 1227
WESTWOOD, NJ 07675-1227
29459
COVERAGES CERTIFICATE NLIMRFR.- NYC-008707894-02 RFVISIAN NIIMRFR•3
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 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.
INSH TYPE OF INSURANCE DDL SUBR POLILf EFh -FOLI(:Y EXP
LT POLICY NUMBER M
LIMITS
A X COMMERCIAL GENERAL LIABILITY GLD10578-09 01/01/2017 01/01/2018
EACH OCCURRENCE $
1,000,000
CLAIMS a OCCUR
uEB u nt i
1,000,000
-MADE
E
S a o e $
MI9
EXP one: mn) $
10,000
PERSONAL & ADV INJURY $
1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE $
1,000.000
POLICY PRO ❑ LOC
X JECT
PRODUCTS - COMP/OP AG_G $ _
1,000,000
OTHER:$
B
AUTOMOBILE
LIABILITY
IMXA80322275
12/31/2016
12131/2017
20,T1NtU SINIiLE LIh/111
a e e
$
1,000.000
X
BODILY INJURY (Per person)
$
ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
$
NON -OWNED
HIRED AUTOS AUTOS
A
X
UMBRELLA LIAB
X
OCCUR
CUD12441-04
01101/2017
01/01/2018
EACH OCCURRENCE
$
5,000,000
AGGREGATE
$
5,000,000
EXCESS LIAB
CLAIMS -MADE
DED I I RETENTION $
$
C
WORKERS COMPENSATION
10 WN S16700 (AOS)
1213112016
121311201T
X � 7 TH
D
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N
10 WBR S16702 (WI)
12/3112016
12131/2017
E L. EACH ACCIDENT
$
3,000,000
OFFICER/MEMBER EXCLUDED?
N/A
E.L, DISEASE - EA EMPLOYE
$
3,000,000
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
E L. DISEASE - POLICY LIMIT
$
3,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
RE: 19TH HOLE BLOCK PARTY, JANUARY 20, 2017- LOCATION: 78100 MAIN STREET, LA QUINTA, CA 92253
CITY OF LAQUINTA IS INCLUDED AS ADDITIONAL INSURED (EXCEPT WORKERS COMPENSATION) ONLY AS CONTRACTUALLY OBLIGATED.
THIS INSURANCE IS PRIMARY AND NON-
CONTRIBUTORY OVER ANY EXISTING INSURANCE AND LIMITED TO LIABILITY ARISING OUT THE OPERATIONS OF THE NAMED INSURED AND WHERE REQUIRED BY WRITTEN CONTRACT- WAIVER
OF SUBROGATION IS APPLICABLE WHERE REQUIRED BY WRITTEN CONTRACT AND ALLOWED BY LAW.
L;LK 1 II -ILIA I E CANCELLATION
CITY OF LAQUINTA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
ATTN: MARCIE GRAHAM THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
78495 CALLE TAMPICO ACCORDANCE WITH THE POLICY PROVISIONS.
LAQUINTA, CA 92253
AUTHORIZED REPRESENTATIVE
of Marsh USA Inc.
Manashi Mukherjee _Maua�o►.� te..u.a e e
@ 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: GLD1057809
COMMERCIAL GENERAL LIABILITY
CG 20 26 0413
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):
When required by written contract or agreement
I Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II — Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property
damage" or "personal and advertising injury"
caused, in whole or in part, by your acts or
omissions or the acts or omissions of those acting
on your behalf:
1. In the performance of your ongoing operations;
or
2. In connection with your premises owned by or
rented to you.
However:
1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and
2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III — Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.
CG 20 26 04 13 0 Insurance Services Office, Inc, 2012 Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF OUR RIGHT TO RECOVER
FROM OTHERS ENDORSEMENT
Policy Number: 10 WN S16700 Endorsement Number:
Effective Date:12/31/2oi6 Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address: BMW (US) HOLDINGS CORP.
300 CHESTNUT RIDGE ROAD
WOODCLIFF LAKE, NJ 07677
We have the right to recover our payments froriii anyone liaule for an injury covered by this policy. -We will not
enforce our right against the person or organization named in the Schedule.
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
SCHEDULE
ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY CONTRACT OR AGREEMENT
TO OBTAIN THIS WAIVER FROM US.
Countersigned by'»
Authorized Representative
Form WC 00 03 13 Printed in U.S A
Process Date: Policy Expiration Date:
MEMORANDUM
TO: Chris Escobedo, Community Resources Director
FROM: Jaime Torres, Management Assistant
DATE: January 11, 2017
RE: Agreement with the BMW Performance Center for display vehicles and
Ultimate Mixer Certificates.
Attached for your signature is the indemnity and hold harmless agreement with the
BMW Performance Center for display vehicles and ultimate mixer certificates. These
services will be utilized during the 19th Hole Block Party to enhance the guest
experience.
Please sign the attached agreement(s) and return to the City Clerk for processing and
distribution.
Requesting department shall check and attach the items below as appropriate:
N/A Contract payments will be charged to account number:
N/A Amount of Agreement, Amendment, Change Order, etc.: $
N/A A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with
no reportable interests in LQ or reportable interests
N/A A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant
does not meet the definition in FPPC regulation 18701(2).
Authority to execute this agreement is based upon:
N/A Approved by the City Council on
N/A Director's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of
$50,000 or less
N/A Initial to certify that 3 written informal bids or proposals were received and considered in selection
The following required documents are attached to the agreement:
_X_ Insurance certificates as required by the agreement (approved by Risk Manager on dote)
N/A Performance bonds as required by the agreement (originals)
N/A City of La Quinta Business License number
N/A Purchase Order number