2011-16 Lance Soll & Lunghard (LSL) - AuditingPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made
and entered into by and between the CITY OF LA QUINTA, ("City"), a.Califorrda
municipal corporation, and Lance, Sol] and Lunghard, LLP CPA's ("Consultant").
The parties hereto agree as follows:
1.0 SERVICES OF CONSULTANT
. 11.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide those services related audit services, as
specified in the "Scope of Services". attached hereto as Exhibit "A" and
incorporated herein by this reference (the "services" or "work"). Consultant
warrants that .all services will be performed in a competent, professional and
satisfactory manner in accordance with the standards prevalent in the industry for
such services.
1.2 Compliance with Law. All services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, regulations and laws
of the City of La Quinta and any Federal, State or local governmental agency of
competent jurisdiction.
1.3 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Consultant shall obtain at its sole cost and expense suchlicenses, permits
and approvals as may be required by .law for the . performance of the services
required by this Agreement. Consultant shall have the .sole obligation to pay for
any fees, assessments and taxes, plus applicable penalties and interest, which may
be imposed by law and arise from or. are necessary for the performance of the
services required by this Agreement.
1.4 Familiarity .with Work: By executing this Agreement, Consultant
warrants that (a) it has thoroughly investigated and considered the work to be
performed, (b) it has investigated the site of the work and fully acquainted itself
with the conditions there existing, (c) it has carefully considered how the work
should be performed, and. (d) it fully understands the facilities, difficulties and
restrictions attending performance of the work under this Agreement. Should
Consultant discover any latent or unknown conditions materially differing from
those inherent in the work or as represented by City, Consultant shall immediately
inform City of such fact and shall not proceed except at Consultant's risk until
written instructions are received .from the Contract Officer (as defined in Section
4.2 hereof).
Lance, Soli & Lunghud LLP CPA's
1.5 Care of Work and Standard of Work..
a: Care of Work. Consultant shall adopt reasonable methods during the life
of the 'Agreement to furnish continuous protection to the work performed. by
Consultant, and the equipment, materials, papers and other components thereof to
prevent. losses or damages, and shall be responsible for all such damages, to
persons or property, until acceptance of the work by City, except such losses or
damages as may be caused. by City's own negligence. The performance of
services by Consultant shall not relieve Consultant from any obligation to correct
any incomplete, inaccurate or defective work at no further cost to.City; when such
inaccuracies are due to the negligence of. Consultant.
b. Standard of Work. Consultant acknowledges and understands that the
services and work contracted for under this Agreement. require specialized skills
and abilities and that, consistent with this understanding, Consultant's services and
work will be held to a heightened standard of quality and workmanship., Consistent
with Section 1.4 hereinabove, Consultant represents to City that it holds the
necessary skills and abilities to satisfy the heightened standard of. work as set forth
in this.Agreement.
1.6 Additional Services. In accordance with the terms and conditions of this
Agreement, Consultant shall. perform services in addition to those specified in the
Scope of Services ("Additional Services") when directed to do so by the Contract
Officer. Consultant shall not perform any' Additional Services until receiving prior
written authorization from the Contract Officer. It is specifically understood and
agreed that oral requests and/or approvals of Additional Services shall be, barred.
and are unenforeceable.. Failure of Consultant to secure the Contract Manager's
written authorization for Additional Services shall constitute a waiver of any and. all
right to adjustment of the Contract. Sum or time due, whether by way 'of
compensation, restitution, quantum meruit, etc. for Additional Services provided
without the appropriate authorization from the Contract Manager. Compensation
for properly authorized Additional Services shall be made in accordance with
Section 2.2 of this Agreement.
1.7 Special. Requirements.- Additional terms and conditions of this
Agreement, if any, which are made a part hereof. are set forth in Exhibit "D". (the
Special Requirements"). In the event of a conflict between the .provisions of the
Special Requirements and any other provisions of this Agreement, the provisions of
the Special Requirements shall govern.
2.0 COMPENSATION -
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of
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Compensation"). in a total amount not to exceed Two Hundred Forty Thousand Nine
Hundred Sixty -Eight Dollars (04O,968) (the ."Contract Sum"), except as provided
in Section 1.6. The method of compensation set forth in the Schedule of
Compensation may include.,a lump sum payment upon completion, payment in
accordance with the percentage of completion of the services, payment for time
and materials based .upon Consultant's rate schedule, but not exceeding the
Contract Sum, or such other, methods as may be specified in the Schedule of
Compensation. Compensation may include reimbursement for actual and .necessary
expenditures for reproduction .costs; transportation expense, telephone expense,
and- similar costs and expenses when and if specified in the Schedule of
Compensation. Regardless of the method of compensation set forth in the
Schedule of Compensation, Consultant's overall compensation 'shall not exceed the
Contract Sum, except as provided in Section 1.6 *of this Agreement, "Additional
Services." .
2.2 Compensation for Additional Services. Additional services approved
in advance by the Contract Manager pursuant .to Section '1.6 of this Agreement,
"Additional Services," shall be paid for in an amount agreed to in writing by both
City and Consultant :in advance of the Additional Services being. rendered by .
Consultant.. Any compensation for Additional Services. amounting to five percent
(5%1 or less of the Contract Sum may be approved by the Contract Officer. Any
greater amount of compensation for additional services must be approved by the La
Quinta City Council. Under no circumstances shall Consultant 'receive
compensation for any Additional Services unless prior written approval for the
Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of
this Agreement.
2.3 Method of Billing. Any month in which Consultant wishes to
receive payment, Consultant shall submit to City no later than the tenth (1Oth)
working day of such month, in the form approved by City's Finance Director, an
invoice for services rendered prior to the date of the invoice. Such invoice shall (1)
describe in detail the services provided, including ,time and materials, and (2)
specify each staff member whohas provided services and the number of hours
assigned to each such staff member. Such invoice shall contain a certification by a
principal member of Consultant specifying that the payment requested is for work
performed in accordance with the terms of this Agreement.. City will pay
Consultant for all expenses stated thereon which are approved by City pursuant to
this Agreement no later than thirty (30) days after invoices are received by the
City's.Finance Department.
3.0 PERFORMANCE SCHEDULE
3.1 dime :ofEssence. Time is of the essence in the performance of this
Agreement.. '
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3.2 Schedule 'of .Performance. All services rendered .pursuant to this
Agreement shall be performed diligently and within the time period established in
Exhibit "C" (the 'Schedule of : Performance") Extensions to the. time. period
specified in the Schedule of Performance may be approved in writing by the
Contract Officer:
3.3 Force Maieure. The time period 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 Consultant, including, but not restricted to,
:acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine
restrictions, riots, strikes, freight embargoes, acts of any governmental. agency
other than City, and unusually severe weather,. if Consultant, shall within.ten 00)
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 forced delay when and' if in his or her judgment such delay is justified, and.the
Contract Officer's determination shall be final and conclusive upon the parties to
this Agreement. Extensions to-the�chedule of Performance which are determined
.by the Contract Officer. to be justified pursuant to this Section shall not entitle the
Consultant to additional compensation in excess of the Contract. Sum.
3.4 Term. The term of this agreement shall commence on July 1; 2011.
and terminate on June 30, 2016 (initial term)- Unless earlier terminated, in
accordance with Sections 7.7 or .7.8 of this ;Agreement, this Agreement shall
continue in full force and effect until completion of the services, except as
otherwise provided in the Schedule of Performance.
.4.0 COORDINATION OF WORK
4.1 . Representative of Consultant. The following principals of Consultant are
hereby designated as being the principals and representatives of Consultant
authorized to act in its behalf with respect to the work specified herein and make
all decisions in connection therewith:
a. Richard K. Kikuchi, CPA, Partner
b.
c .
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
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during; the term of this Agreement for directing all activities of Consultant, and
devoting sufficient time to personally supervise the services hereunder.
The foregoing principals may not be, changed by .Consultant and no other
personnel may be assigned to perform the service required' hereunder without the
express written approval of City.
4.2 Contract Officer. The Contract Officer shall be Thomas P. Genovese or
such other person as may be designated by the City Manager of City. It shall be
Consultant's responsibility to assure that the Contract Officer is kept informed of
the progress of .the performance of. the services and Consultant 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.
4.3 Prohibition Against Subcontracting or Assignment. The: experience,
knowledge, .capability and reputation of Consultant, its principals and employees
were a substantial inducement for City to enter into this Agreement. Except as set
forth in this Agreement, Consultant shall not contract with any other entity to
perform in whole or in part the services required hereunder without the express
written approval of City.. In addition, neither this Agreement nor any interest herein
may be assigned or transferred, voluntarily or by operation of law, without, the prior
written approval of City.
4.4 Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode or means by which Consultant, its .agents or
employees, perform the services required herein, except as otherwise set forth.
Consultant 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 iconsistent with that role. Consultant shall not at any
time or in any manner represent that it or any of its agents or employees are agents
or employees of City.
4.5 City Cooperation.' City shall provide .Consultant with any plans,
publications, reports, statistics, records or other data or information pertinent to
services to be performed hereunder which are reasonably available to Consultant
only from or through action by City.
5.0 INSURANCE AND INDEMNIFICATION.
5.1 Insurance. Prior to the beginning of and throughout the duration of the
Work performed under this 'Agreement, Consultant shall procure and maintain, at
its cost, and submit concurrently with its .execution of this `Agreement, personal
and public liability and property damage. insurance against :all claims for injuries
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and public liability and property •darns insurance. against all clairrts for injuries
against . persons or damages . to property resulting from. Consultant's acts or
omissions rising out of or . related to Consultant's performarice under this
Agreement. The insurance policy shall contain a severability of interest clause
providing that the coverage shall beprimaryfor losses arising out of Consultant's
performance Hereunder and neither City nor its insurers shall ba required to
contribute to any such loss. A certificate evidencing the foregoing and naming City
and its officers and employees as additional insured (on the general liability policy
only) shall' be delivered to and approved by City prior to commencement of the
services hereunder.,
The following policies shall be maintained and kept in full force and effect.
providing insurance with minimum limits as indicated below and issued by insurers
with A.M. Best ratings of no less than A -:VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1 000,000 (per occurrence)
$2,000,00..0 (general aggregate)
Commercial Auto Liability (at least as broad. as ISO CA 0001)
S 1,000,000 (per accident)
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers' Compensation
(per statutory requirements)
Consultant shall carry automobile liability insurance of :$1,000,000 per
accident against all claims for injuries against persons or damages to property
arising out of the use of any automobile by Consultant,, its .officers, any person
directly or. indirectly employed . by Consultant, any subcontractor or agent, or
anyone for whose acts any of them may be liable, arising directly or indirectly out
of or related to Consultant's .performance under this Agreement. . If Consultant or
Consultant's employees will use personal autos in any way on this project,
Consultant shall .provide evidence of personal auto liability coverage for each such
person. The term "automobile" includes; but is not limited to; .a iand`motor vehicle,
trailer or semi -trailer designed for travel on public roads. The automobile insurance
policy shall contain a severability of interest clause providing that coverage shall be
primary for losses arising out of Consultant's performance hereunder and neither
City nor its insurers shall be required to contribute to such loss.
Professional. Liability or Errors and Omissions Insuranceas appropriate shall be
written on is policy form ,coverage specifically designed to protect ;against 'acts,
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errors. or omissions of the consultant and "Covered .Professional Services." as -
designated in the policy must specifically. include Work, performed under this
agreement. The policy limit shall be no. less than $1;000;000 per claim and':in.the :.
`aggregate. The policy must "pay on behalf of" the insured and roust.include a
provision establishing the insurer's duty to defend. The policy retroactive date shall
be on or.before the effective date of this agreement.`,
Consultant shall carry Workers' Compensation"Insurance in accordance with
State Worker's Compensation laws with employer's;:liability limits no less than
$1,000,000 per accident of disease.
All insurance required by this Section shall be kept in effect during the term of
this Agreement and shall not be cancelable without thirty (3.0) days written notice
to City of proposed cancellation. The procuring of.such insurance or the delivery.of
policies or certificates evidencing the same shall not be construed as a limitation of
Consultant's obligation to indemnify City,. its officers, employees, contractors,
subcontractors, or agents.
5.2 Indemnification.
a. General Indemnification Provision..
1. Indemnification for Professional Liability. When the law
establishes a professionalstandard of care for Consultant's Services, to the fullest
extent permitted by law, :Consultant shall indemnify, protect, defend and hold
harmless City and any and all of its officials, employees and agents ("Indemnified
Parties") from and against any and all claims, losses, liabilities of every kind, nature
and description, damages, injury (including,without limitation, injury to or death of
an employee of Consultant or subconsultants►, costs and expenses 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, to the extent same are cause in whole or in part by any
negligent or .wrongful act, error or . omission of Consultant, its officers, agents,
employees or subconsultants for any entity or.individual that Consultant shall bear
the legal liability thereof) in the performance of professional services under this
agreement. With respect to. the design of public improvements, the Consultant
shall not be liable for any injuries or property damage resulting from the reuse of
the design at a location other than that specified in Exhibit C without the written
consent of the Consultant.
2. Indemnification for Other Than Professional Liability. Other
than in the performance.of professional services and to the full extent permitted by
law, Consultant shall indemnify, defend and hold harmless City, and any and all of.
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its employees; officials and agents from and against any liability (including liability,
for claims, suits, 'Actions, arbitration proceedings, administrative proceedings,.
regulatory proceedings, losses,. expenses or costs of any: kmd,. whether actual,
alleged .or threatened, including, without limitation, incidental and consequential
damages, court costs, attorneys' fees, litigation expenses, and fees of expert
'consL&ants or expert witnesses) incurred in connection therewith and costs of
investigation, where the same arise out of, are a consequence o. kor are in any way '
Attributable to, in whole or in part, the performance of, this. Agreement by
Consultant or by. any individual or entity for which Consultant is legally liable,
includingbut not limited to officers, agents, employees or subconsultants of
Consultant.
3. Standard Indemnification Provisjons. Consultant agrees to
obtain executed indemnity agreements with provisions identical to those set forth
herein this section from each and every subconsultant or any other person or entity
involved by, for, with or on ;behalf of Consultant in . the performance of this
agreement. In the event Consultant fails to obtain such indemnity obligations from
others as required herein, Consultant agrees to be fully responsible according to the
terms of this section. Failure of City to monitor compliance with these
requirements. imposes no additional obligations on City and will in no way act as a
waiver of any rights hereunder.. This obligation to indemnify and defend City as set,
forth herein is binding on the successors, assigns or heirs of Consultant and shall
survive the termination of this agreement or this section.
4. Indemnity Provisions for Contracts Related to construction.
Without affecting the rights of City under any provision of this agreement,
Consultant shall not be required to indemnify and hold harmless. City for liability
attributable to. the active negligence of City, provided such active negligence is
determinedby agreement between the parties or by the findings of a court of
competent jurisdiction. In instances where City is shown to have been actively
negligent and where City's active negligence accounts for only a percentage of the
liability involved, the obligation of Consultant will be for that entire portion .or
percentage of liability not attributable to the active negligence of. City.
b Indemnification Provision for Design Professionals.
1. Applicability of Section '5.2(b). Notwithstanding Section
5.2(a) hereinabove, the following indemnification provision shall apply to
Consultants who constitute "design professionals" as .the term is defined in
paragraph 3 below.
2. Scope of Indemnification. To the fullest extent permitted by
law, Consultant shall indemnify,; defend, and hold harmless -City and .City's,agents
officers, officials, employees; ,representatives, and departments ("Indemnified
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Parties'j from and against any and; a I claims losses, liabilities of every kind, nature
and description, damages, injury (including, :without limitation, injury to or death of.
an employee of Consultant or.subconsultants), costs and expenses '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, that arise out of, .pertain to, or relate to, directly or
indirectly, in whole or in part, thei ndgligenee, recklessness, or willful: misconduct of
Consultant, any subconsultant, anyone directly or indirectly employed by them or
anyone that they control.
3. Design Professional Defined. As: used in this Section 5.2(b),
the term "design professional" shall be limited to licensed architects, registered
Professional engineers, licensed professional land surveyors and landscape
architects, all as defined under current law, and as may be amended from time to
'time by Civil Code § 2782.8.
5.3 Remedies. In addition to any other remedies City may have if Consultant
fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of :the
Premiums for such insurance from any sums due under this Agreement.
b. Order Consultant to stop_. work under this Agreement. and/or
withhold any payment(s) which . become due to Consultant hereunder until
Consultant demonstrates compliance withthe requirements hereof.
C. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to any, other
remedies City may have. The above remedies are. not the exclusive remedies for
Consultant's failure to maintain or secure appropriate policies . or endorsements.
Nothing herein contained shall be construed as limiting in .any way the extent to
which Consultant may be held responsible for payments of damages to persons or
property resulting from Consultant's or its subcontractors' performance of work
under this Agreement.
5.4 General Conditions pertaining to provisions of insurance coverage by
Consultant. Consultant and City agree to the following with respect. to insurance
provided by Consultant:
1. Consultant agrees to have its insurer endorse the third part y:general
liability coverage required herein to include as additional insureds City;'. its officials,
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f
employees and agents, using standard ISO endorsement No. CG 2010 with an.
edition prior to 1-992. 'Consultant also agrees to require all contractors, and
subcontractors.to do likewise.
2. No liability insurance coverage. provided to comply with this
Agreement shall. prohibit Consultant, or Consultant's employees, or agents, from
waiving; the right; of subrogation prior to a loss. "Consultant agrees to waive
subrogation rights against City regardless of the applicability of any insurance
proceeds, and to require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and
available or applicable to this agreement are intended: to apply to the full extent of
the policies. Nothing contained in this Agreement or any other agreement relating
to the City or its operations limits the application of such insurance coverage.
4. None of .the coverages required herein will be in compliance with.
these requirements if they include any limiting endorsement of any kind that has
notbeen first submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would
serve to eliminate so-called "third party action over',claims, including any exclusion
for bodilyinjury to an employee. of. the insured. or of any ,contractor.. or
subcontractor.
6._ All coverage, types and limits required are subject to approval,
Modification and additional requirements by . the City, as the need arises.
Consultant shall not make any reductions in scope of coverage (e.g. elimination of
contractual liability or reduction of discovery period) that may affect .City's
protection without City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting
of certificates of insurance evidencing all of the coverages, required and an
.additional insured endorsement to Consultant's general liability policy, shall be
delivered to City at or prior to the execution of this Agreement. In the event such
proof of any insurance is not delivered as required, or in the event such insurance is
canceled at any time and no replacement coverage is provided, City has the right.,
but not the duty, to obtain any insurance it deems necessary to protect its interests
underthis or any other agreement and to pay the premium. Any premium so paid
by City shall be charged to and promptly paid by Consultant or deducted from
sums due Consultant, at City option.
8.-Certificate(s) are to -reflect that the insurer will provide thirty (30)
days notice to City of any cancellation of coverage. Consultant agrees to require
its insurer to modify such, certificates to delete any exculpatory wording stating
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thaf. failure of the insurer to mail written notice of cancellation imposes': no
obligation, or that any party Will ."endeavor" (as opposed to being required) to
comply with the requirements of the certificate.
9 It is acknowledged by the, parties of this agreement. that all
insurance coverage required to be, providedby Consultantor any subcontractor, is
''.intended to apply first and on a primary, non-contributing basis in relation to any
other insurance or self insurance: available to City.
10. Consultant agrees to ensure that subcontractors, and any other
party involved with the project that is brought onto or involved in the project by.
Consultant, provide the same minimum insurance coverage required of Consultant.
:Consultant agrees to monitor and review all such `coverage .and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section.. Consultant agrees that upon request, all agreements
with subcontractors and.others engaged in the project will be submitted to City for
review.
11. Consultant agrees not to self -insure or to use any self -insured "
retentions or deductibles on any portion of the insurance required herein (with the
exception of professional liability coverage, if required) and further agrees that it
will not allow any contractor, subcontractor, Architect, Engineer or other entity or
person in any way involved in the performance of . work_ on the project
contemplated by this agreement to self -insure its obligations to City. If
Consultant's existing coverage includes a deductible or self -insured retention, the
deductible or self -insured retention must be declared to the City. At that time the
City shall review options with. .the Consultant, which may include reduction or
elimination of the deductible or .self -insured retention, substitution of other
coverage, or other solutions.
12. The City reserves the right at any time. during. the term of the
contract to change the amounts and types of insurance required by giving the
Consultant ninety (90) days advance written notice of such change. If such
change results in substantial additional cost to the Consultant, the City will
negotiate aIdditional.compensation proportional to the'increased benefit to City..
13. For purposes of applying insurance coverage only, this Agreement
will be deemed to have been executed immediately upon any party hereto taking
any steps that can be deemed to be in furtherance of or towards performance of
this Agreement.
14. .Consultant. acknowledges and agrees that any actual or alleged
failure on the part ,of City to inform Consultant of non-compliance with any
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insurance requirement in no way ._impose&;:any additional obligations; on City nor
does it waive any rights hereunder in this or "any other regard
M. Consultant will renew the requiredcoverage annually as long as .
City, or its employees or agents face an exposure from operations of any type
pursUaht to this. agreement. This obligation applies whether•.or not the agreement
is -canceled or terminated for any. reason. Termination of this obligationis not
effect)ve until City executes a written statement to that effect.
16. Consultant shall provide proof that policies, of, insurance required
herein .expiring.during the term of this Agreement have been renewed or replaced
with other policies providing at least. the same coverage. Proof that such coverage
`has been ordered shallbe submitted prior to expiration. A coverage binder or letter
from Consultant's insurance agent to .this effect is acceptable.. A certificate of
insurance. and/or additional insured endorsement as required in these specifications
applicable to the renewing or new coverage must. be provided to City within five (5)
days of the expiration of coverages.
17. ' The provisions of any workers'. compensation or similar act will not
limit the obligations of Consultant under this agreement. Consultant ,expressly
agrees not to use any statutory immunity defenses under such laws with respect to
City, its employees, officials and agents.
18. Requirements ,of .specific coverage features or limits contained in
this section are not intended as .limitations .on coverage,. limits or other
requirements, nor as. a waiver, of any coverage normally provided by any given
policy. Specific reference to a given coverage feature is for purposes. of
clarification only as it pertains to a given issue, and is not intended by any parry or
insured to be limiting or all-inclusive.
19. These, insurance requirements are intended to be separate and
distinct from any other provision in this agreement and are intended by the parties
here to be interpreted as such: '
20. The requirements in this Section supersede all other sections and
provisions of ,this Agreement to the extent that any other section or :provision
conflicts with or impairs the provisions of this Section.
21. Consultant agrees to be responsible for ensuring that. no contract
.used by any party involved in any way with the project reserves the right to charge
City or Consultant for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is not ;
the intent of City to reimburse any third party for the cost of complying with these
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requirements. There shall be no recourse against City for payment of premiums or
other amounts with respect thereto. .
Consultant agrees to provide immediate notice to City of any claim or loss
against Consultant arising out of the work performed under this agreement.. City
assumes no obligation or liability by such notice, but has the right (but. not the
duty) to monitor the .handling of ,any suchclaim or claims if they are likely to
involve City.
6.0 RECORDS AND REPORTS.
6.1. Reports. Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning Consultant's performance of the services required
by this Agreement as the Contract Officer shall require.
6.2 Records. Consultant shall 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 cost and.the performance of such services. Books
and. records pertaining to costs shall bekept and prepared in accordance with
generally accepted accounting principals. The Contract Officer shall havefull and
free access to such books. and records at all reasonable times, including the right to
:inspect, copy, audit, and make records and transcripts from such records.
6.3 Ownership of Documents. Originals of all drawings, specifications,
reports,records, documents and other materials, whether in hard copy or electronic
form,. which are prepared by.. Consultant, its employees, subcontractors and agents
in the performance of this Agreement, shall be the property of City and shall be
delivered to City upon termination of this Agreement or upon the earlier request of
the Contract Officer, and Consultant 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. Consultant shall cause all
subcontractors to assign to City any documents or materials prepared by them, and
in the event Consultant. fails to secure such assignment, Consultant shall indemnify
City for all damages suffered thereby.
In the event City or any person, firm or. corporation authorized by City reuses
said documents and materials without written verification or adaptation by
Consultant for the specific. purpose intended and causes to be made. or makes any
changes or alterations in said documents and materials, City. hereby releases,
discharges, and exonerates Consultant from .liability resulting,. from said change.
The provisions of this clause shall survive the completion of this Contract and shall
thereafter remain in full force and effect:
IListtevised 11-18-10 13
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared: by Consultant :in the performance`' of
services under this Agreement shall not be released publicly without the prior.
written approval of the Contract Officer or as required by law. Consultant shall not -
disclose to any other entity or person any information regarding the activities of
City, except as required by law or as. authorizedby City.
7.0 ENFORCEMENT OF AGREEMENT.
7.1 California Law: This Agreement shall be construed and interpreted' both
as to validity and to performance of the parties in accordance with the laws of the
State of California. Legal actions concerning any dispute; claim or matter arising
out of or in relation to this Agreement shall be instituted in the Superior Court of
the County of Riverside, State of California, or any other appropriate court in such
county, and. Consultant 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 therefore. The injured party shall continue performing its
obligations hereunder so lohg .as the injuring party commences to cure such default
within ten 110) 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 Contract. Officer; provided that if the default is an
immediate. danger to the health, safety and general welfare, City may take such
immediate action as City deems warranted. 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 right to terminate this Agreement without cause
pursuant to Section 7.7.
7.3 Retention of Funds. City may withhold from any monies payable to.
Consultant sufficient funds to compensate City for any losses, -costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of
Consultant in the performance of the services required by this Agreement.
7.4 Waiver. No delay or omission in the exercise of any right or remedy of a
non defaulting party on any default shall impair such right or remedy or be
construed as.. a waiver'. City's consent or approval of any act by Consultant
requiring City's consent or, approval shall not be deemed to waive or render
unnecessary City's consent to or approval of any subsequent act of Consultant.
A.ny waiver by either party of any, default must be :in writing and shall not be e
-'Las[.revised 11718.10; - .. 14
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 bythe other party.
7.6 Legal Action. In addition to any other rights or remedies, either party.
may- take legal action, at law or at equity, to cure, correct or remedy any default,
to recover damages for any default, to compel specific performance of this
Agreement, to obtain injunctive relief, or to obtainany other remedy consistent
with the purposes of this'Agreement: .
7.7 Termination Prior To Expiration Of Term. This section shall govern any
termination of this Agreement, except as specifically provided in the following
Section 7.8 for termination for cause. City reserves the right. to terminate this
Agreement at any time, with or without cause, 'upon thirty (30) days' written.
notice to Consultant. Upon receipt of any notice of termination, Consultant shall
immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to receipt of the notice of termination and for any
services authorized by .the Contract Officer thereafter in`accordance with the
Schedule of Compensation or such as, may be approved by the Contract Officer, .
except as provided in Section 7.3.
7,8 Termination for Default of Consultant. If termination is due to the failure
of Consultant. to fulfill its obligations under this Agreement, City may, after
compliance with the provisions of Section 7.2, take. over work and. prosecute the
same to completion by contract or otherwise, and Consultant shall be liable to the
extent that the total cost for completion of the services required hereunder exceeds
the compensation herein stipulated (provided that City shall use reasonable efforts
to mitigate such damages), and City may withhold any payments to Consultant for
the purpose of setoff or partial payment' of the amounts owed City .as previously,
stated in Section 7..3.
7.9 Attorneys' Fees. If either party commences an action against the other
party arising out. of or in connection with this Agreement, the prevailing party shall
be entitled to recover reasonable attorneys' fees and costs .of suit from the losing
party.
Lastmised 11-1910 15 _ . .
8.0 ."CITY OFFICERS.AND EMPLOYEES; NONDISCRIMINATION. '
8.1. Non -liability of City Officers and Employees. No officer or employee of
City shall be personalty liable to Consultant, or any successor in interest, in the ,
event or any default or breach by City or for any. amount which may become -due to
Consultant or to its successor, o 'for breach of. any obligation of the, terms of. this
Agreement.
8.2 Conflictof Interest. No officer or employee of City shall have any
personal interest, direct` or indirect, in this Agreement nor shall any such officer or
employee participate in any decision relating to the. Agreement which affects' his or
her personal interest or the interest of any corporation, partnership or association in
which she or he is, directly or indirectly, interested; in violation of any State statute
or regulation. Consultant warrants that it has not paid or given and will not.pay`or
give` any third party any money or general .consideration for ,obtaining this
Agreement.
.8.3 Covenant against Discrimination. Consultant covenants that, by and for
itself; its heirs, executors, assigns, and all persons claiming under, or through them; .
that there shall be no discrimination against or segregation of, any person or group
of persons on account ofrace, color, creed, religion, sex, marital status, national
origin or ancestry in the performance of this Agreement. Consultant 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, consent, approval, communication
either party desires or is required to give the other party, or any other person shall
be in writing and either served personally or sent by prepaid; first-class mail to the
address set forth below. Either party may change its address by notifying the other
party of the change of address in writing. Notice shall be deemed corrmunicated
forty-eight (48) hours *from the time of mailing if mailed as provided in this section.
To City: To Consultant:
CITY OF LA QUINTA Lance, Soil and Lunghard, LLP, CPA's
Attention: Thomas P. Genovese 203 N. Brea Blvd., Ste. 203
City Manager Brea, California 92821
787495 Calle:Tampico Attn: Mr. Richard K. Kikuchi
P.O. Box 1.504 1 CPA, Partner. -
La-Quinta, California 92247-1504
Last mvised 1.1-18-10' - 16 -
�aseoasa�n
ATTEST:
CMC, City Clerk
I
Exlu6if � -
Schedule of.GompIs'ensetign
With the exception of compensation for 'Additional Services,
provided for in
Section 2.2 of. this. Agreement 'the maximum total compensation
to be, paid' to
Consultant under this Agreement .is $240,988-('Co6trw.:t Sum')..
The Contract
Slm Oak be paid to Consultant in installment payments made on. a monthly., basis.
and in . an amount identified in: Consultants Schedule of : Compensation attached:
hereto for the work task's -performed and properly invoiced by
Consultant in
conformance whh Section 22 of the Agreement.
.
City arLaQu>nft
La No SoH dkiue6hord. W'-Qlats f9r Semie�r
-
2012 2013 IM
2016
33,027 . $ $5,627 $ #,621 $ 36,646
$ 36A96
RDA w4.HmwkV Aulh * 1g472. 10.4n 1oA72 1O,786
10,786
F AutlrorNy 1,523 I,533 1 3
tS69.
Total S 47.a22 S 47,. 2 $ #X& 5 4OA61
i 49 M
- [:"M Sall & "shard UP CPA's
scga�uur.E r»-
lf'Ii�YE'Atllb (i�
AN
Standard
Qom.
Hot*- Y
ilomty
Total
Anngei Total .. .
Partners
45:00
03.00
195.00 '
8;770.00
Managers
69:00
120.00
114.90
7,870.00
Supervisory stab
t03 00
100.00 '
9S.00
9J90.00
Staff
248.00
90.00
86.00
W10.00
Other (Vecifr)�
Rounding
(18.00)
Subtotal
465:00
515.00
490.00
47,622.00
Total for services '4escn'6ed in narrative
section of RFP (Detail on subsequent pages)
47,622.00
Out-of-pocket expenses;
Meals and lodging
Included
Transportation
_ included.
Report word processing and printing
Included
Other (specify)
Included
Total all-inclusive me=' um price for audit
47,622.00
3
Standard
Quoted
Hourly
Hourly
Hours
Rate
Rato +a.
Total
Annual Total
Partners
45.00
205A
20100
9,030A0 .
M
69.00
120.00
118.00
%ito.,00-
Supervisory staff
163.06
100.00
98.00
10.090.00
staff
248.00
90.00
89.00
21,850.00
Othar(specify)
R°undma.
29.00
Subtotal .
465.00
515.00
505.00
4$051.00
Total for services described in narrative
section of RFP (Detail on subsesquent pages)
49,051.00
Out-of-pocket expenses:
Meals and lodging
_.
Included
Transportation .
Included
Report woad praxssing and printing
included
Other(specify)
Included
.Total all-inclusive maximum price for audit
44f056.00
CERTIFICATE OF LIABILITY INSURANCE
4/2/2011
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
The Liberty Company Insurance Brokers, Inc.
NAONEACT Kathy Jesser
FAX
PHONE (gqg) 777-0570 UVC No: (866)294-6475
CA Lic# OD79653
n DD RIESs: kjeaser@libertycompany. corn
111 Pacifica Suite #220
PRODUCER 00071557
INSURERS AFFORDING COVERAGE
NAIC0
Irvine CA 92618
INSURED
INSURER A:Continental Casualty Company
0443
INSURER B:TranB ortation Insurance CO
20494
INSURERC:
Lance Soll 6 Lunghard LLP
INSURER D:
203 N. Brea Blvd., #203
INSURER E :
Brea CA 92821
INSURER F:
COVERAGES CERTIFICATE NUMBERCL314101947 REVISION NUMBER:
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.
INSR
LTR
TYPE OF INSURANCE
POLICY NUMBER
POLICY
WD YEFF
MMWD�
LIMITS
GENERAL UABILITY
EACH OCCURRENCE
$ 2,000,000
PREMISES Ea =umenoal
$ 300,000
X COMMERCIAL GENERAL LIABILITY
A
CLAIMS -MADE OCCUR
rNP4025915835
/1/2011
/1/2012
MED EXP(Any on a Parson)
$ 10,000
PERSONAL S ADV INJURY
$ 2,000,000
GENERAL AGGREGATE
$ 4,000,000
GEN'L AGGREGATE
LIMIT APPLIES PER:
PRODUCTS - COMP/OP AGO
$ 4,000,000
$
POLICY
PRO LOC
AUTOMOBILE
LIABILITY
COMBINED SINGLE LIMIT
(Ea accident)
$ 1, 000,000
X
A
ANY AUTO
ALL OWNED AUTOS
SCHEDULEDAUTOS
HIRED AUTOS
P4025915835
DINNED AUTOS EXCLUDED
/1/2011
/1/2012
BODILY INJURY (Per parson)
E
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
(Par academ)
$
$
X
NON -OWNED AUTOS
$
X
UMBRELLA LAB
X
OCCUR
EACH OCCURRENCE
$ 1,000,000
AGGREGATE
$ 1,000,000
EXCESS LAB
CLAIMS -MADE
DEDUCTIBLE
$
X
$
A
RETENTION $ 10,000
PUP4025915933
/1/2011
/1/2012
B
WORKERS COMPENSATION
AND EMPLOYERS' UABILTY
ANY PROPRIETORIPARTNERIEXECUTIVE YINMC402591883
X WCSTATU- ER
E.L. EACH ACCIDENT
$ 1,000,00
OFFICERIMEMSER EXCLUDED'! E]
(Mandatory In NH)
NIA
4/1/2011
/1/2012
E.L. DISEASE - EA EMPLOYEE
$ 1,000,00
E.L. DISEASE -POLICY LIMIT
$ 11000.000
It d
DrSdReecrihe under
DESCRIPTION OF OPERATIONS below
CALIFORNIA WORK COMP
***As required by Written
contract**•
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schetlule, If more space Is required)
Re: Operations of the Named Insured as on file With the insurance carrier. Certificate Holder is Additional Insured as
respects General Liability per SB146932-D. Waiver of subrogation (GL) per SB147082-C.
jfalconer@la-quinta.org
City of La Quints
78495 Celle Tampico
La Quints, CA 92253
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
Butts/KJESSE
ACORD 25 (2009109) 01988-2009 ACORD CORPORATION. All
INS025 (2(Xre09) The ACORD name and logo are registered marks of ACORD
Aco & CERTIFICATE OF LIABILITY INSURANCE 3izizo DiYYYI
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: N the continents holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. N SUBROGATION IS WAIVED, subject to
the terms and conditions of the pocky, certain polick" may require an endorsement. A slatement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
:'PRODUCER
KAPLIA
5 Whittier Street 4th Floor
Framingham, Ma. 01701
NAME'
MEs, .508 656-1300 Ac.NoS08 656-1399'
AMss
PRODUCER
CUSTOMERIDO
INaaRMI AFFOREAMS COVERAGE Nalco
',.INSURED
INSURERA.NeW York marine & General 16fi08
INSURERS;
Lance, Soll & Lunghard, LLP
INSURER c:
203 N. Brea Blvd., Suite 203
D:
Brea, CA 92821
nnER
agSURER E
INSURER F.
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
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.
INSR
UP TYPE OF INSURANCE
ADDL
POLICY NUMBER
lKQAVDA`YYYi
MMODYYYYftDCCU�NCE
LIMITS
GENERAL LIABILITY
RRENCE
$
.EFRCOMMERCIAL
e occurence
GENERAL LIABILITY
CtAIMSMADE C ODOUR
-—ADV
dne peraonj
5
INJURY
5
GREGATE
5
GEHL AGGREGATE
LIMIT APPLIES
PER:
COMPIOP AGG
5
POLICY
PRO-
JECT
LOC
$
AUTOMOaLE
---_.
LABILITYCOMBINED
SINGLE LIMIT
(Ea aceldeoU
$
F_�ANYAUTO
omLY INJURY (Per Parson)
5 __..
ALL OWNED AUTOS
BODILY INJURY IPer acddenD
5
^_
SCHEDULED AUTOS
HIRED AUTOS
PROPERTY DAMAGE
(par accident
f
s
NON -OWNED AUTOS
3
"
UMBRELLA OAS
OCCUR
EACH OCCURRENCE
5
AGGREGATE
$
''.
EXCESS LOB
CLAIMSMAOE,.
DEDUCTIBLE
Is
',,..._._
5
RETENTION S
WORKERS COMPFNSA710N
AND EMPLOYERS' EMPLOYERS' LIABILITY YIN
ARv PRDPRIF-orz. urr.OLFVECurnf j
'':, piCFPMEMSER fSCLJOfD° I_..
I lxanaxLaryMxp
xIA
T RVTATU O
_-'--
E.L. EACH ACCIDENT
s_
EL. DISEASE -EA EMPIDYEE
5 '
E.L. DISEASE -POLICY UNIT
5
if e" awnbe under
I OFSCRWON OF OPERATIONS bebw
Professional
Per Claim: $2,000,000
X Liability
CG107619
10/12/10
1D/12/11
Aggregate: $2, 000, 000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (AIMm ACORD 1111. Addil xud Remains; Schedi d nee elate Is Mquiradi
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE i
City of La Quinta THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
78495 Callas Tampico ACCORDANCE WITH THE POLICY PROVISIONS.
La Quinta, CA 92253
AUTHORIZED REPRESENTATIVE
I
(D19U&2OD9 ACORb CORPORATION. All rights reserved.
ACOR025(2009=) The ACORD name and logo are registered marks of ACORD
Lance Soil a Lunghard, LLP S -14 932-D CNA
Policy #CNP4025915835
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION
This endorsement modifies Insurance provided under the following:
LIABILITY COVERAGE FORM
Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered
as an additional insured on any other endorsement now or hereafter attached to this Policy.
1. ADDITIONAL INSURED — BLANKET VENDORS
WHO IS AN INSURED is amended to include as an
additional insured any person or organization (referred
to below as vendor) with whom you agreed, because
of a written contract or agreement to provide
Insurance, but only with respect to 'bodily injury' or
'property damage' arising out of 'your products' which
are distributed or sold In the regular course of the
vendor's business, subject to the following additional
exclusions:
1. The insurance afforded the vendor does not apply
to:
a. 'Bodily injury' or 'property damage' for which
the vendor is obligated to pay damages by
reason of the assumption of liability in a
contract or agreement. This exclusion does
not apply to liability for damages that the
vendor would have in the absence of the
contract or agreement;
b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the
product made intentionally by the vendor;
p d. Repackaging, except when unpacked solely
for the purpose of inspection, demonstration,
testing, or the substitution of parts under
Instructions from the manufacturer, and then
repackaged in the original container,
.0. Any failure to make such inspections,
adjustments, tests or servicing as the vendor
has agreed to make or normally undertakes to
s= make in the usual course of business, in
connection with the distribution or sale of the
products;
I. Demonstration, installation, servicing or repair
operations, except such operations performed
at the vendors premises in connection with
the sale of the product;
g. Products which, after distribution or sale by
you, have been labeled or relabeled or used
as a container, part or Ingredient of any other
thing or substance by or for the vendor; or
o h. 'Bodily injury' or 'property damage' arising
tE out of the sole negligence of the vendor for its
own acts or omission or those of its
employees or anyone else acting on its
behalf. However, this exclusion does not
apply to:
(1) The exceptions contained in
Subparagraphs d. or 1.; or
(2) Such Inspections, adjustments, tests or
servicing as the vendor has agreed to
make or normally undertakes to make in
the usual course of business, In
connection with the distribution or sale of
the products.
2. This insurance does not apply to any insured
person or organization, from whom you have
acquired such products, or any ingredient, part or
container, entering into, accompanying or
containing such products.
& This provision 2. does not apply to any vendor
included as an insured by an endorsement Issued
by us and made a part of this Policy.
4. This provision 2. does not apply N'bodily injury' or
'property damage' included within the 'products -
completed operations hazard' Is excluded either
by the provisions of the Policy or by endorsement.
2. MISCELLANEOUS ADDITIONAL INSUREDS
WHO IS AN INSURED is amended to include as an
insured any person or organization (called additional
insured) described in paragraphs 2.a. through 2JL
below whom you are required to add as an additional
insured on this policy under a written contract or
agreement but the written contract or agreement must
be:
1. Currently in effect or becoming effective during the
term of this policy; and
2. Executed prior to the 'bodily injury; 'property
damage' or'personal and advertising injury; but
Only the following persons or organizations are
additional insureds under this endorsement and
coverage provided to such additional Insureds is
limited as provided herein:
a. Additional insured —Your Work
That person or organization for whom you do
work is an additional insured solely for liability
due to your negligence specifically resulting
SB-146932-D
(Ed. 07I09)
Page 1 of 5
SO-146932-D
(Ed. 07/09)
from your work for the additional insured
which is the subject of the written contract or
written agreement. No coverage applies to
liability resulting from the sole negligence of
the additional insured.
The insurance provided to the additional
Insured is limited as follows:
(1) The Limits of Insurance applicable to the
additional insured are those specified in
the written contract or written agreement
or in the Declarations of this policy,
whichever is less. These Limits of
Insurance are inclusive of, and not in
addition to, the Limits of Insurance shown
in the Declarations.
(2) The coverage provided to the additional
insured by this endorsement and
paragraph FA of the definition of 'insured
contracr under Liability and Medical
Expenses Definitions do not apply to
'bodily injury' or 'property damage'
arising out of the 'products -completed
operations hazard' unless required by the
written contract or written agreement.
(3) The insurance provided to the additional
Insured does not apply to 'bodily injury,'
'property damage; or 'personal and
advertising injury' arising out of the
rendering or failure to render any
professional services.
b. State or Political Subdivisions
A state or political subdivision subject to the
following provisions:
(1) This insurance applies only with respect
to the following hazards for which the
state or political subdivision has issued a
permit in connection with premises you
own, rent, or control and to which this
insurance applies:
(a) The existence, maintenance, repair,
construction, erection, or removal of
advertising signs, awnings, canopies,
cellar entrances, coal holes,
driveways, manholes, marquees,
hoistaway openings, sidewalk vaults,
street banners, or decorations and
similar exposures; or
(b) The construction, erection, or
removal of elevators; or
(2) This insurance applies only with respect
to operations performed by you or on your
behalf for which the state or political
subdivision has issued a permit.
This insurance does not apply to 'bodily
injury;' 'property damage' or 'personal and
advertising injury' arising out of operations
performed for the state or municipality.
c. Controlling Interest
Any persons or organizations with a
controlling interest in you but only with respect
to their liability arising out of:
(1) Their financial control of you; or
(2) Remises they own, maintain or control
while you lease or occupy these
premises.
This insurance does not apply to structural
alterations, new construction and demolition
operations performed by or for such additional
insured.
d. Managers or Lessors of Remises
A manager or lessor of premises but only with
respect to liability arising out of the ownership,
maintenance or use of that specific part of the
premises leased to you and subject to the
following additional exclusions:
This insurance does not apply to:
(1) Any 'occurrence' which takes place after
you cease to be a tenant in that premises;
or
(2) Structural alterations, new construction or
demolition operations performed by or on
behalf of such additional insured.
e. Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver but only
with respect to their liability as mortgagee,
assignee, or receiver and arising out of the
ownership, maintenance, or use of a premises
by you.
This insurance does not apply to structural
alterations, new construction or demolition
operations performed by or for such additional
Insured.
t. Ownera/Ofher Interests — Land Is Leased
An owner or other Interest from whom land
has been leased by you but only with respect
to liability arising out of the ownership,
maintenance or use of that specific part of the
land leased to you and subject to the following
additional exclusions:
This insurance does not apply to:
(1) Any 'occurrence' which takes place
after you cease to lease that land; or
SB-146932-D
(Ed. 07/09)
Page 2 of 5
SB-146932-D
(Ed. 07/09)
(2) Structural alterations, new
Damage To Property, is replaced by the
construction or demolition operations
following:
performed by or on behalf of such
k. Damage To Property
additional insured.
g. Co-owner of hisured Premises
'Property damage' to:
A co-owner of a premises co -owned by you
1. Property you own, rent or occupy,
including arty costs or expenses
and covered under this Insurance but only
incurred you, or arty other person,
with respect to the co -owners liability as co-
tio
organization or entity, for repair,
owner of such premises.
replacement, enhancement,
h. Lessor of Equipment
restoration or maintenance of such
Any person or organization from whom you
property for any reason, including
prevention injury to a person or
lease equipment. Such person or organization
damage to ann other s properly;
are insureds only with respect to their liability
arising out of the maintenance, operation or
2. Premises you sell, give away or
use by you of equipment leased to you by
abandon, if the 'property damage'
such person or organization. A person's or
arises out of any part of those
organization's status as an insured under this
premises;
endorsement ends when their written contract
3. Property loaned to you;
or agreement with you for such leased
equipment ends.
4. Personal property in the care,
With respect to the insurance afforded these
custody or control of the insured;
additional Insureds, the fallowing additional
S. That particular part of any real
exclusions apply:
property on which you or any
This insurance does not apply:
contractors or subcontractors working
directly or indirectly in your behalf are
(1) To any goccurrenceo which takes place
performing operations, ifthe 'property
after the equipment lease expires; or
damage' arises out of those
2 To 'bodi Injury,* 'propertydame a or
() ly 9'
operations; or
'personal and advertising injury' arising
6. That particular part of any property
out of the sole negligence of such
that must be restored, repaired or
additional insured.
replaced because your work' was
incorrectly performed on it.
Any Insurance provided to an additional insured
designated under Paragraphs b. through h. above
Paragraph 2 of this exclusion does not
does not apply to 'bodily injury' or 'properly
apply If the premises are your work' and
damage' included within the 'products -completed
were never occupied, rented or held for
operations hazard.'
rental by you.
3. The following is added to Paragraph H. of the
Paragraphs 1; 3, and 4, of this exclusion
BUSINESSOWNERS COMMON POLICY
do not apply to 'property damage' (other
CONDITIONS:
than damage by fire or explosion) to
H. Other insuranee
premises:
(1) rented to you:
4. This insurance is excess over any other
insurance naming the additional Insured
(2) temporarily occupied by you with the
as an insured whether primary, excess,
permission of the owner, or
contingent or on any other basis unless a
(3) to the contents of premises rented to
written contract or written agreement
you for a period of 7 or fewer
specifically requires that this Insurance be
consecutive days.
either primary or primary and
A separate limit of insurance
noncontributing.
applies to Damage To Premises Rented
4. LEGAL LIABILITY — DAMAGE TO PREMISES
To You as described In Section D —
Liability and Medical Expenses Limits of
A. Under B. Exclusions, 1. Applicable to
Insurance.
Business Liability Coverage, Exclusion k.
SB-1469W-D Page 3 of 5
(Ed. 07109)
SB-146932-D
(Ed. 07/09)
Paragraphs 3, 4, 5, and 6 of this
exclusion do not apply to liability
assumed under a sidetrack agreement.
Paragraph 6 of this exclusion does not
apply to 'property damage' included in
the 'products -completed operations
hazard.'
B. Under B. Exclusions, 1. Applicable to
Business Liability Coverage, the last
paragraph of 2. Exclusions is deleted and
replaced by the following:
Exclusions c, d, e, f, g, h,1, It, 1, m, n, and o,
do not apply to damage by fire to premises
while rented to you or temporarily occupied by
you with permission of the owner or to the
contents of premises rented to you for a
period of 7 or fewer consecutive days. A
separate limit of insurance applies to this
coverage as described in Section D. Liability
And Medical Expenses Limits Of
Insurance.
C. The first Paragraph under item S. Damage To
Premises Rented To You Limit of Section
D. Liability And Medical Expenses Limits
Of buaaance is replaced by the following:
The most we will pay under Business Liability
for damages because of 'property damage"
to any one premises, while rented to you, or
temporarily occupied by you, with the
permission of the owner, including contents of
such premises rented to you for a period of 7
or fewer consecutive days, is the Damage to
Premises Rented to You limit shown in the
Declaration.
5. Broad Knowledge of Occurrence
The following items are added to E.
Businessowners General Liability Conditions
in the Bushnessowners Liability Coverage
Form:
e. Paragraphs a. and b. apply to you or to any
additional insured only when such
'occurrence; offense, claim or'suW is known
to:
(1) You or any additional insured that is an
. individual;
(2) Any partner, if you or an additional
insured is a partnership;
(3) Any manager, N you or an additional
insured Is a limited liability company;
(4) Any 'executive officer' or Insurance
manager, if you or an additional Insured is
a corporation;
(5) Any trustee, if you or an additional
insured is a trust; or
(6) Any elected or appointed official, If you or
an additional insured is a political
subdivision or public entity.
This paragraph e. applies separately to you
and any additional insured.
6. Bodily Injury
Section F. Liability and Medical Expenses
Definitions, item 3. 'Bodily Injury' is deleted and
replaced with the following:
"Bodily injruy" means bodily injury, sickness or
disease sustained by a person, including death,
humiliation, shock, mental anguish or mental
injury by that person at any time which results as
a consequence of the bodily injury, sickness or
disease.
7. Expended Personal and Advertising hqury
Definition
The following is added to Section F. LhM ty and
Medical Expenses Definitions, item 14.
Personal and Advertising Injury, in the
Businessownem General Liability Coverage
Form:
h. Discrimination or humiliation that results in
injury to the feelings or reputation of a natural
person, but only if such discrimination or
humiliation is:
1. Not done intentionally by or at the
direction of:
a. The insured; or
b. Any 'executive officer,' director,
stockholder, partner, member or
manager (d you are a limited liability
company) of the insured; and
2. Not directly or indirectly related to the
employment, prospective employment,
past employment or termination of
employment of any person or person by
any insured.
B. The following is added to Exclusions, Section
B.:
(15)Discrimination Relating to Room,
Dwelling or Premises
Caused by discrimination directly or
Indirectly related to the sale, rental, lease
or sub -lease or prospective sale, rental,
lease or sub -lease of any room, dwelling
or premises by or at the direction of any
insured.
SB-146932-D
(Ed. 07/09)
Page 4 of 5
SB-146932-D
(Ed. 07/09)
i
(16) Fines or Penalties
Fines or penalties levied or imposed by a
governmental entity because of
discrimination.
C. This provision (Expanded Personnel and
Advertising Injury) does not apply to
discrimination or humiliation committed in the
states of New York or Ohio. Also, Expauled
Personal and Advertising Injury Coverage
does not apply to policies issued in the states
of New York or Ohio.
D. This provision (Expanded Personal and
Advertising Injury) does not apply if
Personal and AdveAWng Injury Uabgity is
excluded either by the provisions of the Policy
or by endorsement.
SB-146932-D
(Ed. 070))
Page 5 of 5
N
8
S
rJ7l
SB-147082-C
(Ed. 07rog)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BUSINESSOWNERS COMMON POLICY CONDITIONS
All Coverage Parts included in this policy are subject to the following conditions:
A. Cancellation
1. The first Named Insured shown in the
Declarations may cancel this policy by mailing or
delivering to us advance written notice of
cancellation.
2. We may cancel this policy by mailing or delivering
to the first Named Insured written notice of
cancellation at least:
a. 5 days before the effective date of
cancellation R any one of the following
conditions exists at any building that is
Covered Property in this policy.
(1) The building has been vacant or
unoccupied 60 or more consecutive days.
This does not apply to:
(a) Seasonal unoccupancy; or
(b) Buildings in the course of
construction, renovation or addition.
Buildings with 65% or more of the rental
units or floor area vacant or unoccupied
are considered unoccupied under this
provision.
(2) After damage by a covered cause of loss,
permanent repairs to the building:
(a) Have not started, and
(b) Have not been contracted for,
within 30 days of initial payment of loss.
(3) The building has:
(a) An outstanding order to vacate;
(b) An outstanding demolition order; or
(c) Been declared unsafe by
governmental authority.
f4) Fixed and salvageable items have been
or are being removed from the building
and are not being replaced. This does not
apply to such removal that is necessary
or incidental to any renovation or
remodeling.
(5) Failure to:
SB-147082-C
(Ed. 07M)
(a) Fumish necessary heat, water, sewer
service or electricity for 30
consecutive days or more, except
during a period of seasonal
unoccupancy; or
(b) Pay property taxes that are owing
and have been outstanding for more
than one year following the date due,
except that this provision will not
apply where you are in a bona fide
dispute with the taxing authority
regarding payment of such taxes.
b. 10 days before the effective date of
cancellation 0 we cancel for nonpayment of
premium.
c. 30 days before the effective date of
cancellation if we cancel for any other reason.
3. We will mail or deliver our notice to the first
Named Insureds last mailing address known to
US.
4. Notice of cancellation will state the effective date
of cancellation. The policy period will end on that
date.
6. If this policy is cancelled, we will send the first
Named Insured any premium refund due. if we
cancel, the refund will be pro rate. If the first
Named Insured cancels, the refund may be less
than pro rate. The cancellation will be effective
even ff we have not made or offered a refund.
6. If notice is mailed, proof of mailing will be
sufficient proof of notice.
B. Changes
This policy contains all the agreements between you
and us concerning the insurance afforded. The first
Named Insured shown in the Declarations is
authorized to make changes in the terms of this policy
with our consent. This policys terms can be amended
or waived only by endorsement issued by us and
made a part of this policy.
C. Concealment, MisrepreserdeSon Or Fraud
This policy is void in any case of fraud by you as it
relates to this policy at any time. It Is also void ff you or
any other insured, at any time, intentionally conceal or
misrepresent a material fact concerning:
1. This policy;
2. The Covered Property;
3. Your interest in the Covered Property; or
Page 1 of 3
SB-147082-C
(Ed. 07/09)
4. A claim under this policy.
D. Examination Of Your Books And Records
We may examine and audit your books and records as
they relate to this policy at any time during the policy
period and up to three years afterward.
E Inspections And Surveys
We have the right but are not obligated to:
1. Make inspections and surveys at any time;
2. Give you reports on the conditions we find; and
3. Recommend changes.
Any inspections, surveys, reports or recommendations
relate only to Insurability and the premiums to be
charged. We do not make safety inspections. We do
not undertake to perform the duty of any person or
organization to provide for the health or safety of
workers or the public. And we do not warrant that
conditions:
1. Are safe or healthful; or
2. Comply with laws, regulations, codes or
standards.
This condition applies not only to us, but also to any
rating, advisory, rate service or similar organization
which makes insurance Inspections, surveys, reports
or recommendations.
F. Insurance Under Two Or More Coverages
If two or more of this policy's coverages apply to the
same loss or damage, we will not pay more than the
actual amount of the loss or damage.
G. LBreralization
If we adopt any revision that would broaden the
coverage under this policy without additional premium
within 45 days prior to or during the policy period, the
broadened coverage will immediately apply to this
policy.
H. Other brsurance
1. If you have other insurance covering the same
loss or damage, we will pay only for the amount of
covered loss or damage in excess of the amount
due from that other insurance, whether you can
collect on it or not. But we will not pay more than
the applicable Limit of Insurance.
2. Business Liability Coverage is excess over any
other insurance that insures for direct physical
loss or damage.
3. When this insurance is excess, we will have no
duty under Business Liability Coverage to defend
any claim or 'suit that any other Insurer has a
duty to defend. If no other insurer defends, we will
SB-147052-C
(Ed. 07/09)
undertake to do so; but we will be entitled to the
insured's rights against all those other insurers.
I. Premiums
1. The first Named Insured shown in the
Declarations:
a. Is responsible for the payment of all
premiums; and
b. Will be the payee for any return premiums we
pay.
2. The premium shown in the Declarations was
computed based on rates in effect at the time the
policy was issued. On each renewal, continuation
or anniversary of the effective date of this policy,
we will compute the premium in accordance with
our rates and rules then in effect.
3. With our consent, you my continue this policy in
force by paying a continuation premium for each
successive one-year period. The premium must
be:
a. Paid to us prior to the anniversary date; and
b. Determined in accordance with Paragraph 2.
above.
Our forms then in effect will apply. if you do not
pay the continuation premium, this policy will
expire on the first anniversary date that we have
not received the premium.
4. Undeclared exposures or change in your business
operation, acquisition or use of locations may
occur during the policy period that are not shown
In the Declarations. If so, we may require an
additional premium. That premium will be
determined in accordance with our rates and rules
then in effect.
J. Premium Audit
1. This policy is subject to audit if the Declaration
shows subject to audit. We will compute the final
premium due when we determine your actual
exposures.
2. Premium shown in this policy as advance
premium is a deposit premium only. At the close of
each audit period we will compute the earned
premium for that period. Audit premiums are due
and payable on notice to the first Named Insured.
If the sum of the advance and audit premiums
paid for the policy period is greater than the
earned premium, we will return the excess to the
first Named Insured.
3. The first Named Insured must keep records of the
Information we need for premium computation,
and send us copies at such times as we may
request.
Page 2 of 3
K. Transfer Of Rights Of Recovery Against Others To
Us
1. Applicable to Businessowners Property Coverage:
If any person or organization to or for whom we
make payment under this policy has rights to
recover damages from another, time rights are
transferred to us to the extent of our payment.
That person or organization must do everything
necessary to secure our rights and must do
nothing after loss to impair them. But you may
waive your rights against another parry in writing:
a. Prior to a loss to your Covered Property.
SB-147082-C
(Ed. 07/09)
This will not restrict your insurance.
2. Applicable to Businessowners Liability Coverage:
II the insured has rights to recover all or part of
any payment we have made under this policy,
those rights are transferred to us. The Insured
must do nothing after loss to Impair them. At our
request, the insured will bring 'suit or transfer
those rights to us and help us enforce them. This
condition does not apply to Medical Expenses
Coverage.
L Transfer Of Your Rights And Duties Under This
Policy
b. After a loss to your Covered Property only if, Your rights and duties under this policy may not be
at time of loss, that party is one of the transferred without our written consent except in the
following: case of death of an individual Named Insured.
(1) Someone insured by this insurance;
(2) A business firm:
(a) Owned or controlled by you; or
(b) That owns or controls you; or
(3) Your tenant.
You may also accept the usual bills of lading or
shipping receipts limiting the liability of carriers.
If you die, your rights and duties will be transferred to
your legal representative but only while acting within
the scope of duties as your legal representative. Until
your legal representative is appointed, anyone having
proper temporary custody of your property will have
your rights and duties but only with respect to that
property.
SB-147082-C
(Ed. 07/09)
Page 3 of 3
3c
LSL9.
EeT l4a
CERTIFIED PUBLIC ACCOUNTANTS
., Brandon W. Burmese. CPA
* David E. Hale, GPA. CFP
A Prolns matCUIP4/aliUa
Donald G. Stow, CPA
Richard K. Kiklxhi. CPA
6USall F. MuZ. CPA
Shelly K. Jackley, CPA
• Dlyae S. Brunei, CPA
DChdratl A. Harper, CPA
August 28, 2012
Mr. Frank J. Spevacek
City of La Quinta
78495 Calle Tampico
La Quinta, CA 92253
Dear Mr. Spevacek
Lance, Soil & Lunghard, LLP (LSL) is pleased to provide this quote to perform your AS 1484 Due
Diligence Review for the City of La QuAta. As a leader in the field of governmental accounting and
auditing, we appreciate this opportunity given us to present our professional qualifications. Because of
our extensive government experience (including Redevelopment Agencies) and since LSL currently
provides auditing services to your city, we are certain that Lance, Soil & Lunghard, LLP is the most
qualified accounting firm to provide this service.
In performing this Due Diligence Review, LSL will
• Conduct a due diligence review to determine the unobligated balances available for transfer
to taxing entities as stated in AS 1484 Sl7 34179.5(a).
• This review will be summarized in an Agreed Upon Procedures Report which will summarize
the procedures performed and the results thereof.
Per Section 18 34179.6, "By October 1, 2012, each successor agency shall provide to the oversight
board, the county auditor -controller, the Controller, and the Department of Finance the results of the
review conducted pursuant to Section 34179.5 for the Low and Moderate Income Housing Fund and
specifically the amount of cash and cash equivalents determined to be available for allocation to taxing
entities. By December 15, 2012, each successor agency shall provide to the oversight board, the county
auditor -controller, the Controller, and the department the results of the review conducted pursuant to
Section 34179.5 for all of the other fund and account balances and specifically the amount of cash and
cash equivalents determined to be available for allocation to taxing entities." Since the required
procedures for the Due Diligence Review were just approved on August 27, 2012, the time frame in order
to accomplish these procedures in a timely manner is at best challenging. LSL will make every effort to
abide by the deadlines, however, due to the late approval of these procedures, we cannot and do not
guarantee that we will complete the review by the required filing dates. It will be the City's responsibility to
provide the attached requested documentation in its entirety at the timelines stated. Any pending items
will further the delay in the issuance of our report.
Lance, Soil & Lunghard, LLP 203 North Brea Boulevard • Suite 203 . Brea, CA 92821 , TEL: 714.672.0022 Fax: 714.672.0331 wwwJsicpas.com
Orange County • Temecula Valley • Silicon Valley
:iflili l[0 YUJIIL AC:CV4:Axt}
Mr, Frank J.Spevacek
City of La Quinta
August 28, 2012
Towards this end, we would like to propose a not to exceed contract of $20,000 to perform your due
diligence review. Please sign below to acknowledge your understanding of these time constraints and
acceptance of this agreement and return to my attention. Should you or any other representative of the
City of La Quinta have additional questions regarding this agreement, please do not hesitate to contact
Bryan Gruber, Partner at (714) 672-0022.
Very truly yours,
/ l 10
'w= ranF� nJ. Spevacek,"City f La Quinta
a A? .-
Date