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Live Well Clinic/Nutrition Lectures 15INDEMNITY AND HOLD HARMLESS AGREEMENT This Indemnity Agreement and Hold Harmless ("Agreement") is hereby entered into by the City of La Quinta ("City") and Live Well Clinic ("Agency") as of January 19, 2015. RECITALS A. The Agency has proposed to provide Family Health & Nutrition monthly lectures on a Wednesday evening 5-6pm at La Ouinta Library: and Healthy Living lecture series on the second Wednesday of the month from 12-1pm at Wellness Center: and Vitamin B12 injections weekly on Fridays at Wellness Center. B. The City wishes to have Agency provide the Services to senior citizens and residents/non-residents of the community. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties agree as follows: Section i 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, indemnify and hold harmless the City and its officers, employees, and agents (collectively, "Indemnified Parties") from and against any and all of claims, causes of action, obligations, losses, liabilities, judgments, or damages, including reasonable attorneys' fees and costs of litigation (collectively "Claims") arising out of and/or in any way relating to the Agency's activities in the performance of the Services described in this Agreement, or to the Agency's acts and/or omissions in providing or administering the same, 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 the Agency, the Agency shall provide a defense 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 2-5-14 2.3 In addition, the 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. 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 2-5-14 D. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, 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 must 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. 3.2 Agency agrees to provide evidence of the insurance required herein, satisfactory to the 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 ISO 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 the City, 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. Copies of this Agreement and any other forms of communication between the parties shall be directed to the addresses set forth below: To City: CITY OF LA QUINTA Attention: Christina Calderon 78-495 Calle Tampico La Quinta, California 92253 Email address: ccalderon la- uinta.or Revised 2-5-14 To Consultant: Vendor Name: Live Well Clinic Attn. Theresa Miller Address: 78-900 Ave. 47 #102 City ST ZIP: La Quinta, Ca 92253 Email address: tnliller(@livewellclinic.org APPROVED AS TO FORM: By: . William H. Ihrke, City Attorney CITY OF LA QUINTA rCity") Digitally signed by Frank J. Spevacek DN: serialNumber=1 n615nh01202cvrnj, c=US, st=California, I=La Quinta, o—Frank J. Spevacek, cn=Frank J. Spevacek By: Date: 2015.04.09 17:25:12-07'00' Frank J. Spevacek, City Manager Digitally signed by City of La Quinta DN: serialNumber=6fmhzhdhvfjz93cr, "1 c=US, st=California, I=La Quinta, o=City of La Quinta, cn=City of La Quinta Date: 2015.04.09 17:27:56-07'00' TO: FROM: DATE: RE: AR t MEMORANDUM Frank J. Spevacek, City Manager Edie Hylton, Deputy City Manager March 16, 2016 Healthy Nutrition, Healthy Living Lectures, and Vitamin B-12 Injections Attached for your signature are two (2) original contracts/agreements between Living Well Clinic and the City of La Quinta for the project or services referenced above. Please sign and return both originals to the City Clerk for final distribution.