2025-26 RateGain Adara - Addendum re Indemnification & InsuranceADDENDUM TO
INSERTION ORDER
BY AND BETWEEN RATEGAIN ADARA, INC.
AND CITY OF LA QUINTA
This Addendum ("Addendum") is attached to that certain Insertion Order ("Agreement")
entered into on October 1, 2025, by and between the City of La Quinta, ("City"), a
California Municipal Corporation and Charter City organized under the Constitution and
laws of the State of California with its principal place of business at 78495 Calle Tampico,
La Quinta, California 92253, and RateGain Adara, Inc. a Texas Incorporated Company
with a place of business at Crestview Tower, Ste. 540, 105 Decker Ct., Irving, TX 75062
("Contracting Party"), is made between said parties, and modifies said Agreement as
follows..
A. The entire Agreement is amended to include and integrate this Addendum and
exhibits attached hereto as part of the Agreement and understanding between the
parties hereto. In the event of a conflict between the terms of the Agreement and
this Addendum, this Addendum shall prevail.
B. Governing Law and Jurisdiction is added to include and integrate the following:
The Agreement and Addendum are and shall be governed by and construed in
accordance with the laws of the State of California, and applicable U.S. Federal
law, without regard to conflict of law or choice of law rules or principles. The parties
hereto hereby consent to the exclusive jurisdiction and venue of the State and
Federal courts of Riverside County, California, for any dispute or legal matter
involving this Agreement, and Addendum, and the parties hereto agree not to
plead or claim in any such courts that any such dispute or legal matter involving
this Agreement or Addendum has been brought in an inconvenient forum.
C. Exhibits A and B are incorporated into the Agreement as though fully set forth
therein.
D. Any and all limitations of liability included in the Agreement are hereby omitted
therefrom.
E. Any and all Agreement requirements for City to indemnify Contracting Party are
hereby omitted therefrom.
F. In the event the Agreement includes any online or linked terms, such terms
shall only apply to the City as of the effective date of the Agreement. Any
modification to those terms shall only apply to City if accepted by City in writing.
G. In the event of a cyber security incident or a data breach (each an "incident"),
as such cyber security incident or data breaches are defined by applicable law,
which may detrimentally impact City's information technology network,
Contracting Party will report said incident by the fastest means available and
also in writing, within forty-eight (48) hours after Contracting Party reasonably
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believes that there has been a such incident has occurred. The notification
shall identify (a) the nature of the incident; (b) the data accessed, used, or
disclosed; (c) the persons who accessed, used, disclosed, or received the data;
(d) Contracting Party`s approach to quarantine or mitigate the incident; and
(e) what corrective action Contracting Party will take or has taken to prevent
future incidents.
H. Notwithstanding any other provision of the Agreement, if either Party brings any
action, including an action for declaratory relief, to enforce or interpret the
provision of the Agreement, including this Addendum the prevailing Party shall
be entitled to reasonable attorneys' fees and expenses including costs, in
addition to any other relief to which that Party may be entitled; provided,
however, that the attorneys' fees awarded pursuant to this Subsection shall not
exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of the
litigation. The court may set such fees in the same action or in a separate
action brought for that purpose.
In all other respects, the original Agreement shall remain in effect.
[SIGNATURE ON NEXT PAGE]
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IN WITNESS WHEREOF, the City and RateGain Adara have executed this
Addendum to the Agreement on the respective dates set forth below.
CITY OF LA QUINTA
a California municipal corporation
McMILLEN, City Manager
City of La Quinta, California
Dated:
ATTEST:
MONIKA RADEVA, City Clerk
City of La Quinta, California
APPROVED AS TO FORM:
r
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
RATEGAIN ADARA
SIGNED IN COUNTERPART
CHARLIE LITTLEJOHNS
Vice President, Sales - Tourism
Dated:
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Docusign Envelope ID: 744ED88E-D742-41CF-AOD4-C9463CO986FO
IN WITNESS WHEREOF, the City and RateGain Adara have executed this
Addendum to the Agreement on the respective dates set forth below.
CITY OF LA QUINTA RATEGAIN ADARA
a California municipal corporation
DOCUSiggnned by::,�,
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SIGNED IN COUNTERPART 732329577F63402_
JON McMILLEN, City Manager
City of La Quinta, California
Dated:
ATTEST:
SIGNED IN COUNTERPART
MONIKA RADEVA, City Clerk
City of La Quinta, California
SIGNED IN COUNTERPART
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
CHARLIE LITTLEJOHNS
Vice President, Sales - Tourism
Dated:
October 27, 2025
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EXHIBIT A
Indemnification
Indemnification. To the fullest extent permitted by law, Contracting Party shall indemnify,
protect, defend (with counsel selected by City), and hold harmless City and any and all of
its officers, employees, agents, and volunteers as set forth below ("Indemnification").
Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law establishes a
professional standard of care for Contracting Party's Services, to the fullest extent
permitted by law, Contracting Party shall indemnify, protect, defend (with counsel
selected by City), 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 Contracting Party or of any subcontractor), 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 caused in whole or in part by any negligent
or wrongful act, error or omission of Contracting Party, its officers, agents, employees or
subcontractors (or any entity or individual that Contracting Party shall bear the legal
liability thereof) in the performance of professional services under this agreement.
b. Indemnification for Other Than Professional Liabilitv. Other than in the
performance of professional services and to the full extent permitted by law, Contracting
Party shall indemnify, defend (with counsel selected by City), and hold harmless the
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 Contracting Party or by any individual or entity for which Contracting
Party is legally liable, including but not limited to officers, agents, employees, or
subcontractors of Contracting Party.
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EXHIBIT B
Insurance Requirements
Insurance. Prior to the beginning of and throughout the duration of this Agreement, 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)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Workers' Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Contracting Party shall procure and maintain, at its cost, and submit concurrently
with its execution of this Agreement, Commercial General Liability insurance against all
claims for injuries against persons or damages to property resulting from Contracting
Party's acts or omissions rising out of or related to Contracting Party's performance under
this Agreement. The insurance policy shall contain a severability of interest clause
providing that the coverage shall be primary for losses arising out of Contracting Party's
performance hereunder and neither City nor its insurers shall be required to contribute to
any such loss. An endorsement evidencing the foregoing and naming the City and its
officers and employees as additional insured (on the Commercial General Liability policy
only) must be submitted concurrently with the execution of this Agreement and approved
by City prior to commencement of the services hereunder.
Contracting Party 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 Contracting Party, its officers, any person directly or
indirectly employed by Contracting Party, any subcontractor or agent, or anyone for
whose acts any of them may be liable, arising directly or indirectly out of or related to
Contracting Party's performance under this Agreement. If Contracting Party or
Contracting Party's employees will use personal autos in any way on this project,
Contracting Party shall provide evidence of personal auto liability coverage for each such
person. The term "automobile" includes, but is not limited to, a land 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
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arising out of Contracting Party's performance hereunder and neither City nor its insurers
shall be required to contribute to such loss.
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 Contracting Party 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.
Contracting Party 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 or disease.
Contracting Party shall procure and maintain Cyber Liability insurance with limits
of $1,000,000 per occurrence/loss which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or
personally identifiable information; including credit monitoring and
regulatory fines arising from such theft, dissemination or use of the
confidential information.
b. Network security liability arising from the unauthorized use of, access to,
or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required
under the contract for Contracting Party to properly perform the services
intended.
d. Electronic Media Liability arising from personal injury, plagiarism or
misappropriation of ideas, domain name infringement or improper deep -
linking or framing, and infringement or violation of intellectual property
rights.
e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims -made basis, Contracting Party shall maintain
such coverage for an additional period of three (3) years following termination of the
contract.
Contracting Party shall provide written notice to City within ten (10) working days if:
(1) any of the required insurance policies is terminated; (2) the limits of any of the required
polices are reduced; or (3) the deductible or self -insured retention is increased. In the
event any of said policies of insurance are cancelled, Contracting Party shall, prior to the
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cancellation date, submit new evidence of insurance in conformance with this Addendum
to the Contract Officer. The procuring of such insurance or the delivery of policies or
certificates evidencing the same shall not be construed as a limitation of Contracting
Party's obligation to indemnify City, its officers, employees, contractors, subcontractors,
or agents.
Remedies. In addition to any other remedies City may have if Contracting Party 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 Contracting Party to stop work under this Agreement and/or
withhold any payment(s) which become due to Contracting Party hereunder until
Contracting Party demonstrates compliance with the 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
Contracting Party'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
Contracting Party may be held responsible for payments of damages to persons or
property resulting from Contracting Party's or its subcontractors' performance of work
under this Agreement.
General Conditions Pertaining to Provisions of Insurance Coverage by Contracting
Party. Contracting Party and City agree to the following with respect to insurance
provided by Contracting Party:
1. Contracting Party agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials,
employees, and agents, using standard ISO endorsement No. CG 2010 with an edition
prior to 1992. Contracting Party also agrees to require all contractors, and subcontractors
to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contracting Party, or Contracting Party's employees, or agents, from waiving the
right of subrogation prior to a loss. Contracting Party 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 Contracting Party 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 City or
its operations limits the application of such insurance coverage.
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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 not been 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 bodily
injury 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. Contracting Party 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 the coverages required and an additional insured
endorsement to Contracting Party'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 under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Contracting Party or deducted from sums due Contracting Party, at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contracting Party or 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.
9. Contracting Party agrees to ensure that subcontractors, and any other party
involved with the project that is brought onto or involved in the project by Contracting
Party, provide the same minimum insurance coverage required of Contracting Party.
Contracting Party 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. Contracting Party agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City for review.
10. Contracting Party 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 Contracting Party'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 Contracting Party,
which may include reduction or elimination of the deductible or self -insured retention,
substitution of other coverage, or other solutions.
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11. The City reserves the right at any time during the term of this Agreement to
change the amounts and types of insurance required by giving the Contracting Party
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Contracting Party, the City will negotiate additional
compensation proportional to the increased benefit to City.
12. 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.
13. Contracting Party acknowledges and agrees that any actual or alleged
failure on the part of City to inform Contracting Party of non-compliance with any
insurance requirement in no way imposes any additional obligations on City nor does it
waive any rights hereunder in this or any other regard.
14. Contracting Party will renew the required coverage annually as long as City,
or its employees or agents face an exposure from operations of any type pursuant to this
agreement. This obligation applies whether the agreement is canceled or terminated for
any reason. Termination of this obligation is not effective until City executes a written
statement to that effect.
15. Contracting Party 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 shall be submitted prior to expiration. A coverage binder or letter from
Contracting Party's insurance agent to this effect is acceptable. A certificate of insurance
and an additional insured endorsement is 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.
16. The provisions of any workers' compensation or similar act will not limit the
obligations of Contracting Party under this agreement. Contracting Party expressly
agrees not to use any statutory immunity defenses under such laws with respect to City,
its employees, officials, and agents.
17. 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 party or insured to be limiting or all-inclusive.
18. 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.
19. The requirements in Exhibit A supersede all other sections and provisions
of the Agreement to the extent that any other section or provision conflicts with or impairs
the provisions of Exhibit A.
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20. Contracting Party 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 Contracting Party 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
requirements. There shall
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