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PFM-Solutions LLC /(Whitebirch PFM - Fin. Software) 16PI hi '%W-hitebirch PFM-S SOLUTIONS LLC SUBSCRIPTION AGREEMENT WhitebirchTM Software THIS SUBSCRIPTION AGREEMENT (the "Agreement") is between the City of La Quinta ("Client"), and PFM Solutions LLC located at 1735 Market Street, 43rd Floor, Philadelphia, PA 19103 ("PFM-S"). Client and PFM-S may be referred to herein together as the "Parties" and each a "Part " Y� This Agreement is a completely integrated agreement and, together with the Statement of Work attached hereto as Exhibit A and Order Formattached hereto as Exhibit B, constitutes the final agreement between the parties relating to its subject matter and is a complete and exclusive statement of the terms of that agreement. It supersedes any and all prior or concurrent letters, memoranda, representations, discussions, negotiations, understandings and agreements, whether written or oral, with respect to such subject matter. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms and Conditions. IN WITNESS WHEREOF, the duly Authorized Representatives of the Parties have executed this Agreement on 12th day of July, 2016. PFM SOLUTIONS, LLC By: Name: Albert P. Matteo, Jr Title: President Telephone: 215.557.1491 CITY OF LA QUINTA By: :��Name: �J.SPEVACEK Title: CITY MANAGER Telephone: 760-777-7000 PFM "hitebirch 1. SOFTWARE AND SOFTWARE LICENSE. 1.1. Software. "Software" shall mean the WhitebirchTM Software. 1.2. Documentation. "Documentation" shall mean any and all written, electronic, and/or recorded descriptions of, and tutorials related to, the Software. 1.3. Software License. During the Term of this Agreement, as defined in Section 3 below, subject to the terms and conditions of this Agreement and payment of the applicable fees, PFM-S grants to Client, and Client accepts, a non -transferable, non-sublicensable, non- exclusive, limited license to Access (as defined below) the hosted version of the Software, and to use the Software for its internal business purposes only, subject to the terms and conditions set forth in this Agreement. Access to and use of the Software will be limited to Client only. Except for the express license granted herein, no other licenses are granted to Client by implication or otherwise. 1.3.1. Access. "Access" shall mean that level of control of the Software available to the PowerUser or User as described below. 1.3.1.1. PowerUser. "PowerUser" shall mean those user(s) that have (i) control over and ability to modify and otherwise edit the time -series projection logic, reports, assumptions and variables, data, scenarios, and analyses in the Software (collectively, the "Model") and (ii) change variables, recast analyses, and examine results through one or more HyperText Markup Language (html) interfaces (each, a "Presentation Deck"). 1.3.1.2. User. "User" shall mean those user(s) that only have access to certain Presentation Deck(s). Users will not have Access to the Model. 1.3.1.3. Limitations on Access. Client acknowledges that Access does not constitute a site license. Access is granted to Client through its individual employees, or groups of individual employees, each identified with unique usernames and passwords. Usernames and passwords may not be shared or transferred between or among individuals or groups of individuals. Employee users are collectively referred to in this Agreement as "Authorized Users." 1.4. Limitations on Use of Software. Client may not sublicense, distribute or sell the Software or Documentation, or any derivatives thereof, in any form, or allow the use of or use the Software or Documentation by or for the benefit of any other party (including, without limitation, any other Related Institution). PFM-S currently owns or possesses and retains without conflict all right, title and interest in and to all intellectual property and 2 1 P a g e PFM "hitebirch proprietary rights in the Software, Documentation, and the WhitebirchTM name and system. "Related Institution" shall mean any person, entity, institution, operating unit, division, or department that is related to, a subdivision of, controlling, controlled by, or under common control with Client, in each instance, for which separate audited financial statements are prepared. 1.5. Client Restrictions. Except as expressly authorized by this Agreement, Client shall not provide access to the Software or transfer, sublicense or otherwise distribute the Software to any third party. Client is not authorized to access the Software in any manner to provide service bureau, time sharing or other computer services to third parties. Client shall not use the Software on behalf of any entity or third -party. Client shall not share the results of any Model or Models except to the extent such results are the output of the Model or Models specifically developed for Client. Client shall not modify, translate, reverse engineer, decompile or disassemble the Software or modify the Documentation or create derivative works based upon the Software or Documentation. Client shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Software. Client shall not use any device, software, or routine that interferes with any application, function, or use of the services defined herein, or is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication. 1.6. Ownership. PFM-S shall retain all intellectual property rights, title, and interest in and to the Software and Documentation and any and all new releases, upgrades, revisions, modifications and derivatives thereof. PFM-S is providing access to the Software only on an outsourced basis via the Internet. All rights, title, and interest in and to the Software (including the source code), as well as the Documentation, shall remain in PFM-S at all times. Client agrees that it will not, and will not permit any Authorized User to which it allows access to the Software, to reverse engineer or decompile the Software, its source code, macros, and/or dynamic link libraries, if any. All copies of the Software and Documentation shall bear the appropriate trademark and copyright notices. 1.7. Software Service Levels. PFM-S shall use commercially reasonable efforts to make the Software available to Client via the Internet a minimum of 99.5% of the time during any monthly period, except for times of (a) unavailability during routine upgrades and maintenance or (b) a Force Majeure event. Client understands and acknowledges that PFM-S does not control the flow of data to or from the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Client's connections to the Internet (or portions thereof). Although PFM-S will use commercially reasonable efforts to take the action it deems appropriate to remedy and avoid such events, PFM-S cannot guarantee that such events will not occur. Accordingly, PFM-S disclaims any and all liability resulting from or related to such events to the extent such events are not directly caused by PFM-S, its agents, or subcontractors. 3 1 P a g e PFM "hitebirch 2. STATEMENT OF WORK AND SCOPE OF SERVICES. 2.1. Statements of Work. PFM-S shall perform all the professional services set forth in Exhibit A (the "Statement of Work"). In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of Statement of Work, the terms and conditions of such Statement of Work shall govern with respect to matters pertaining to the Services (defined below). 2.2. Scope of Services. The Scope of Services shall mean: (i) the Implementation Services as defined in Section 2.2.1 below (and subsections thereto), and (ii) the Ongoing Services as defined in Section 2.2.2 below; provided, however, that unless specifically included in the Statement of Work or in accordance with Section 2.2.2 below, such Ongoing Services shall be provided to Client upon Client's request and subject to payment of the applicable fee(s) in accordance with Exhibit B (the "Order Form"). The Implementation Services and the Ongoing Services are collectively referred to as the "Services." 2.2.1. Implementation Services. Shall mean the services provided by PFM-S in connection with the implementation of the Model ("Implementation Services") for Access by Client and Authorized Users, as described in the Statement of Work, which are the following: 2.2.1.1. Design. PFM-S shall work with Client to outline the specifications of the Model and import Client's data, including the Required Data, into the Model, each in accordance with the Statement of Work. 2.2.1.2. Customization. To the extent applicable, PFM-S shall support the customization of the Model consistent with the design outlined in the Statement of Work. 2.2.1.3. Training. PFM-S shall provide training in connection with the Implementation Services. Such training shall be provided in such format and session(s) as described in the Statement of Work. 2.2.2. Ongoing Services. Upon payment of all applicable fees for the corresponding ongoing services ("Ongoing Services") and, except as specifically included in the subsections below or in the Statement of Work, upon request of Client for such services, PFM-S will provide the Ongoing Services, which are the following: 2.2.2.1. Development Services. As requested by Client and subject to the applicable fees provided in the Order Form, PFM-S will provide Development Services via telephone, Internet and/or email from 9 AM to 4 1 P a g e PFM "hitebirch 6 PM Eastern Time, Monday through Friday, except on recognized US holidays. Any request for Development Services outside of the times provided in the foregoing sentence shall be on a previously scheduled appointment -only basis as mutually agreed upon by PFM-S and Client. Development Services comprise Development Support Services and Development Assistance. 2.2.2.1.1. Development Support. Shall mean post -implementation modifications, additions, and/or deletions of elements of the Model or Presentation Deck(s) executed on behalf of Client by PFM-S. 2.2.2.1.2. Development Assistance. Shall mean post -implementation assistance by which PFM-S personnel answer Client questions and otherwise direct Client in how Client can or should effect modifications, additions, and/or deletions of elements of the Model or Presentation Deck(s). 2.2.2.2. Technical Support Services. PFM-S will provide Client support, assistance and workarounds in the event that the Software fails to substantially conform to the Documentation (a "Defect'). Client shall submit all support requests through the toll -free support number or support email. The priority of all requests shall be determined by PFM-S and PFM-S will endeavor to respond to and resolve such requests using its commercially reasonable efforts in accordance with the following guidelines: Pl: A P1 level request should be used to request resolution of any Defect causing Client to no longer have Access to the Software. P2: A P2 level request should be used to request resolution of any Defect that causes any mission -critical function of the Software to perform unacceptably or to fail. PI A P3 level request should be used to request resolution of any Defect that does not qualify as a P 1 or P2 level request. PRIORITY LEVEL RESPONSE TIME TARGET RESOLUTION TIME P1 Thirty (30) minutes One (1) hour P2 Two (2) hours Eight (8) hours P3 Twenty-four(24) hours N/A 5 1 P a g e PFM "hitebirch PFM-S technical support staff will, with the Client's assistance if necessary, investigate a suspected error by attempting to reproduce it after receiving a service request. PFM-S is under no obligation to provide Technical Support Services with respect to: (i) altered or modified Software by anyone other than PFM-S; (ii) a release of Software for which Technical Support Services has been discontinued; (iii) problems caused by Client's negligence or fault or by hardware malfunction; (iv) discrepancies that do not impair or affect the operation of the Software; (v) any material violation by Client of the terms and conditions herein; (vi) hardware related problems; or (vii) any systems or programs not approved by PFM-S including browser software or internet connectivity; or (viii) services that have been disabled, suspended or terminated pursuant to Section 3 of this Agreement. 2.2.2.3. Hosting Support Services. The hardware and related services provided by PFM-S to maintain, secure, monitor, backup and otherwise support the delivery of and Access to the Software by the Client via the Internet. 2.2.2.4. Post -implementation Training Services. Shall mean the services provided by PFM-S, upon request by Client and subject to the fees applicable in the Order Form, after implementation of the Model. 2.2.2.5. Upgrades. PFM-S reserves the right, but shall not be obligated, to update and upgrade the Software from time to time, including, but not limited to, user interfaces, features, procedures and Documentation. PFM-S shall have the right, without Client's prior consent, to modify the requirements for use of the Software. 3. TERM, RENEWAL AND TERMINATION. 3.1. Term. The initial term of this Agreement shall be such period as provided in the applicable Order Form ("Initial Term"), which together with any renewal term(s) shall be referred to as the "Term". 3.2. Renewal. Unless either party shall give 60 days' prior written notice to the contrary to the other party prior to expiration of the Initial Term under Paragraph 3.1 or any renewal term under this Paragraph 3.2, this Agreement shall automatically continue in effect from year to year provided that the Fees applicable to each renewal year shall be 105% of such annualized fee payable for the immediately preceding year. 3.3. Termination. Client may terminate This Agreement without cause and for any reason with 60 days prior written notice. This Agreement may be terminated by either party for default upon the defaulting party's failure to cure a material breach within thirty (30) days 6 1 P a g e PFM "hitebirch after written notice by the non -defaulting party specifying the nature of the default. Any applicable Hosting Support Fees and Licensing Fees payable will be pro -rated to the termination date. 3.4. Effect of Termination. Upon termination of this Agreement for any reason, Client shall immediately cease use of any Software and Services and promptly return to PFM-S, or at PFM-S's request destroy, all Documentation. No termination of this Agreement shall be effective to relieve Client of its obligations with respect to any Fees payable under this Agreement for Services provided prior to the effective date of termination of, or which have accrued during the effectiveness of, this Agreement or which survive termination of this Agreement. 4. FEES AND PAYMENTS. 4.1. Fees. Client will pay to PFM-S fees (collectively, the "Fees") in accordance with the Order Form. Invoices paid more than ten (10) days after the date when due are subject to late payment fees equivalent to 1.5% of the overdue balance per month (or the maximum permitted by law, whichever is lower), plus any expenses associated with collections. Payments are to be made in US dollars. The Fees comprise, as applicable: 4.1.1. Implementation Fees. Client shall pay to PFM-S the fees for the Implementation Services pursuant to Section 2.2.1 of this Agreement (the "Implementation Fees"), in accordance with the Order Form. 4.1.2. Hosting Fees. Client shall pay to PFM-S the fees for the Hosting Services pursuant to Section 2.2.2.3 of this Agreement (the "Hosting Fees"), in accordance with the Order Form. 4.1.3. Licensing Fees. Client shall pay to PFM-S the fees as set forth for the applicable PowerUser(s) and User(s) for Access to the Software as described in Section 1.3.1 above and the Statement of Work (collectively, the "Licensing Fees"), in accordance with the Order Form. 4.1.4. Development Service Fees. Client shall pay to PFM-S the fees for the Development Services pursuant to Section 2.2.2.1 of this Agreement (the "Development Service Fees"), in accordance with the Order Form. 4.1.5. Technical Support Fees. Fees related to the Technical Support Services pursuant to Section 2.2.2.2, shall be included in the Hosting Fees described in Section 4.1.2. 4.1.6. Post -implementation Training Fees. Client shall pay to PFM-S the fees for the Post -implementation Training Services pursuant to Section 2.2.2.4 of this Agreement (the "Post -implementation Training Fees"), in accordance with the Order Form. 7 1 P a g e PFM "hitebirch 4.2. Expenses. Upon receipt of documented invoices and receipts, Client will reimburse PFM- S consistent with Client's then -applicable travel expense policy for reasonable transportation, lodging, and meal expenses incurred by PFM-S for travel to any location outside Philadelphia, Pennsylvania requested by Client under this Agreement; provided, however, that all arrangements for air travel and lodging shall be made by Client utilizing, as applicable, Client's preferred providers if requested. Client will be solely responsible for all expenses incurred by its personnel related to the engagement. 4.3. Payments. Fees are payable according to the schedule of payments set forth in the Order Form, subject to Section 4.1. Client will have twenty (20) days after receipt of notice from PFM-S to cure any late payment, but if Client fails to pay such delinquent amount(s) within 20 additional days, PFM-S will have the right, in its discretion, to terminate the engagement and/or charge a late payment fee on the unpaid balance of one and one-half percent (1.5%) per month. In addition to PFM-S's other remedies, Client shall reimburse PFM-S for any legal fees or costs incurred in collecting any overdue and unpaid amounts with respect to any invoice. 4.4. Taxes. The fees paid pursuant to this Agreement, the Statement of Work and the Order Form do not include sales or use taxes or other ad valorem taxes, duties, or third -party fees, and Client shall pay all applicable taxes related to this engagement, except for those taxes based on PFM-S's net income. Such taxes, duties, fees and other governmental charges payable by the Client shall not be considered a part of, a deduction from, or an offset against the Fees or any other amounts due by the Client to PFM-S under this Agreement. 5. CLIENT RESPONSIBILITIES. 5.1.Information Technology -Related Responsibilities. In connection with the Implementation Services and Ongoing Services provided hereunder, Client will obtain, install and maintain web browser capabilities supporting Client's Access to the Software in connection with this Agreement, which shall be Google ChromeTM or Mozilla FirefoxTM or other supportable web browser(s). Client is responsible for its access to the Software, including without limitation the hardware, browser software, and internet connectivity of Client. 5.2. Data -Related Responsibilities. Client will perform the following responsibilities related to obtaining and providing Client's Data (defined below) to PFM-S in support of this Agreement. 5.2.1. Provide audited financial statements, general ledger information, budget information, and all other data and assumptions ("Required Data") as needed to fully load the Software in support of the Implementation Services pursuant to Section 2.3.1 above, as described in the Statement of Work; and 8 1 P a g e PFM "hitebirch 5.2.2. Attend the training session(s) as scheduled in connection with the Implementation Services pursuant to Section 2.3.1.4 above, as described in the Statement of Work. 6. PFM-S RESPONSIBILITIES. 6.1. Client Data. PFM-S acknowledges that Client owns all rights, titles, and interest in and to Client Data and will (i) routinely backup all Client Data (ii) use industry standard security measures to maintain authorized users' login information (e.g., User IDs and passwords) for the services in confidence; and (iii) not use Client Data for any purpose other than to provide support services. During the term, PFM-S may access Client's account and Client Data to identify and resolve technical problems reported by Client, respond to Client's complaints about the Services, and/or provide Services, as requested by Client. Subject to the terms of this Agreement, PFM-S will use commercially reasonable efforts to maintain the confidentiality of Client Data. 6.2. Required Disclosure. PFM-S may disclose evidence of Client's unlawful use of the software to law enforcement if after consulting with counsel PFM-S determines that such action is reasonably necessary: (a) to comply with the law, regulatory requirements, or legal process; (b) to enforce the terms and conditions of this Agreement; or (c) to seek an injunction if Client is using the Services to perform or support activities that violate the law or the rights of third parties; or (d) pursuant to law or regulatory or judicial process, in which PFM-S will, to the extent practicable and not prohibited by applicable law, provide Client with notice thereof to allow Client to seek a protective order. 7. CONFIDENTIALITY AND NONDISCLOSURE. 7.1. Confidential Information. PFM-S acknowledges that Client Data provided to PFM-S by Client under this Agreement are proprietary to Client and PFM-S has a limited, non- exclusive license to use these data as provided in this Agreement solely for the purpose of performing its obligations hereunder. PFM-S will take reasonable steps to protect Client Information from disclosure, including, without limitation, the employment of appropriate administrative, physical, and technical safeguards to secure such data from unauthorized access, disclosure and use. Client acknowledges that the Software, including without limitation the source code, if any, are proprietary of PFM-S (whether so marked or not), have not been generally published or distributed, and contain trade secrets of PFM-S. PFM-S will observe any ethical restrictions that apply to Client Data to which access has been granted and will abide by applicable laws with respect to access, use or disclosure of information. In no event will Client or any of its trustees, officers, agents, employees, guests and contractors be liable to PFM-S or any other person or entity for payment of any consequential, incidental, punitive or other special damages arising from PFM-S's failure to perform its obligations to protect the Client Data. 9 1 P a g e PFM "hitebirch 7.2. Nondisclosure. Client will use reasonable efforts to prevent the disclosure to third parties the Software, Documentation, or any copies, portions, or derivatives thereof. If a Client learns of any misuse or unauthorized disclosure of the Software, Documentation, or any copies, portions, or derivatives thereof, Client will immediately notify PFM-S in writing. Exclusions. The foregoing confidentiality obligations limiting disclosure and use will not apply to information (i) generally in the public domain, (ii) already lawfully disclosed to or known by the receiving party prior to the date of this Agreement, or lawfully received by the receiving party without breach of this Agreement or a duty of confidentiality to the other party, or (iii) to information required to be disclosed by law or legal or regulatory process. Neither PFM-S nor Client will disclose the terms of this Agreement to any third party without the prior written consent of the other, except to the extent required to do so by law. Client hereby grants PFM-S the right to reference the Client's name and use Client's logo, trade name and/or trademark in PFM-Ss normal course of business including press releases and Client lists. Upon Client's consent, which shall not be unreasonably withheld, delayed or conditioned, PFM-S may also use case studies referencing Services provided hereunder to Client and testimonials provided by Client. 8. DUTY OF CARE, WARRANTIES AND LIMITATION OF LIABILITY. 8.1. Duty of Care. PFM-S represents and warrants only that (i) any Services provided by PFM-S under this Agreement shall be provided by qualified personnel in a professional, timely, non -infringing, and workmanlike manner conforming to best industry standards and practice and in compliance with all laws, and (ii) that the Software is free of viruses, Trojan horses, etc., free from errors, non -infringing, and will perform in accordance with the Documentation and the specifications set forth on the Order Form. In the event that, after acceptance by Client, the Software fails to perform in accordance with the Statement of Work or any Documentation, PFM-S shall promptly repair or replace the Software. Client is entirely responsible the accuracy of its Client Data input into the Software. 8.2. Disclaimers. The limited warranties above are exclusive and in lieu of all other warranties, whether express, implied, or statutory, including without limitation the implied warranties of merchantability, fitness for a particular purpose, or any requirements of Client that, except as provided in this Agreement, no representations have been made respecting the Software, or any other services provided, and that Client has not relied on any representation not included in this Agreement. PFM-S does not offer financial or accounting advice. PFM-S may provide general information about standard accounting principles, but such information is intended for informational purposes only, and is not intended to be relied upon as professional accounting services. 8.3. Warranties of Client. Client represents and warrants to PFM-S that Client is not limited or restricted by any agreement or understandings between Client and other persons or companies from entering or performing this Agreement. Client represents that, to its 101Page PFM "hitebirch knowledge, its hardware and software systems to be used in conjunction with the Software are fully compatible with the Software. 8.4. Limitation of Liability. IN NO EVENT SHALL PFM-S BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST OR DAMAGED FILES OR DATA, LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. IN NO EVENT SHALL PFM-S BE LIABLE FOR ERRORS MADE BY CLIENT IN USING THE SOFTWARE. PFM-S'S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF LEGAL THEORY (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE SUM OF FEES PAID BY CLIENT OVER THE IMMEDIATELY PRECEDING 12 MONTHS FOR THE SPECIFIC SOFTWARE GIVING RISE TO THE LIABILITY. THE LIMITATIONS OF LIABILITY INCLUDED IN THIS SECTION 8.4 ARE FUNDAMENTAL TO THIS AGREEMENT AND HAVE BEEN REVIEWED AND BARGAINED BY THE PARTIES, AND NEITHER PARTY WOULD BE WILLING TO ENTER INTO THIS AGREEMENT OR THE BUSINESS RELATIONSHIP CONTEMPLATED HEREBY, UNLESS SUCH LIMITATIONS ARE GIVEN EFFECT. 9. INDEMNITY. 9.1. PFM-S Indemnification. PFM-S will indemnify, defend and hold harmless Client, its trustees, officers, agents and employees, from and against any third party claim, demand, cause of action or proceedings (whether threatened, asserted, or filed) against Client (a "Claim") and all related damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) to the extent that such Claim is based upon: (i) a finding that the Software or Documentation unlawfully infringes a valid United States patent or copyright or a trade secret of a third party ("Infringement"); (ii) the negligence or willful misconduct of PFM-S, its officers, contractors, agents and employees; or (iii) PFM-S's material failure to perform its obligations to protect the Confidential Information of Client. PFM-S's indemnity obligations under this Agreement are conditioned upon Client reasonably assisting PFM-S as requested in defense of such Claim and PFM-S having sole authority to defend or settle any Claim. In the event that PFM-S must discontinue Client's use of the Software and Documentation due to Infringement, in addition to any other remedies Client may have under this Agreement or the law, Client will be entitled to a pro -rated refund of the Hosting and Licensing Fees paid to PFM-S by Client at the beginning of the 3-month period during which use is discontinued, and future payments of the Hosting Fees and Licensing Fees shall be terminated. 9.2. Client Indemnification. Client shall indemnify, defend and hold PFM-S harmless from any and all Losses or Claims arising from or in connection with (a) Client's breach of this Agreement; (b) Client's unauthorized use of the Software; (c) Client's activities after 111 Page PFM "hitebirch PFM-S has notified Client that such activities may result in the infringement of the intellectual property rights of any third party; (d) Client's use of the Software other than as indicated by PFM-S with respect to the use, operation, or combination of the Software with third party programs, Third Party Products, data, equipment, or documentation; or (e) any claim that the Software or the use thereof infringes upon, misappropriates or violates any patents, copyrights, trade secret rights or other proprietary rights of a third party if such claim results from or relates to: (i) a modification of the Software which modification is not authorized in writing by PFM-S, (ii) in whole or in part results from or relates to the combination of the Software with software, hardware or equipment not provided by PFM-S if the Software alone would not be the subject of such claim; or (iii) Client's use of the Software other than as indicated by PFM-S. PFM-S shall have the right to employ counsel, at its own expense, to assist it with respect to any such claim, provided that if Client does not elect to control the defense of such claim, the reasonable costs and expenses of PFM-S's counsel shall be borne by Client. 10. GENERAL. 10.1. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, such decision shall not affect the validity or enforceability of the Agreement or any of the remaining provisions and this Agreement shall be construed by adding a valid provision which effectuates the intent of the invalid provision as nearly as lawfully possible. 10.2. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of California, without reference to choice -of -law principles. Any disputes arising under this Agreement may be brought only in courts of competent jurisdiction in State of California, situated in Riverside County, California. 10.3. Notices. All notices required to be sent hereunder shall be in writing and shall be delivered in person, by confirmed facsimile, or mailed with first class postage to the respective address set forth on the signature page of this Agreement to the attention of the signatory of this Agreement, or to such other address and individual as a party may specify from time to time by written notice to the other party. 10.4. Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. 10.5. Assignment. Client may not assign this Agreement without prior written consent of PFM-S and Client, PFM-S may not assign this Agreement without prior written consent of Client. 121Page PFM "hitebirch 10.6. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 10.7. Force Majeure. In no event will either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any payment obligation) when and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including without limitation acts of God, flood, fire, earthquake or explosion, war, terrorism, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate power or telecommunications or transportation, inability to obtain necessary products, components, or assistance from third party suppliers or distributors, or failure of communications equipment not owned or controlled by such Party. 10.8. Non -Waiver; Limitations. The waiver by any party of any right, claim, default, or breach of this Agreement will not constitute a waiver of any other or subsequent right, claim, default or breach. No right, power, or remedy conferred upon any party is exclusive of any other right, power, or remedy, and all rights, powers and remedies shall be cumulative. No action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has accrued. 10.9. Entire Agreement. This Agreement, together with any Exhibits, each of which is incorporated herein by reference, constitutes the complete agreement between the parties and supersedes all prior or contemporaneous proposals, agreements or representations, written or oral, concerning the subject matter of this Agreement and such schedules. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party. No act, document, usage or custom shall be deemed to amend or modify this Agreement. 10.10. Survival. The terms of Sections 6.2, 7, 8, 9, and 10 shall survive any termination of this Agreement. 131Page PFM "hitebirch PFM-S SOLUTIONS LLC SUBSCRIPTION AGREEMENT WhitebirchTM Software EXHIBIT A STATEMENT OF WORK This Statement of Work shall be attached to and made a part of the Subscription Agreement ("Agreement") by and between PFM Solutions LLC ("PFM-S") and the City of La Quinta, California ("Client") dated on 12th day of July, 2016 (the "Agreement"). Client acknowledges and agrees that this Statement of Work covers the implementation services described below (the "Implementation Services"). Any services provided by PFM-S to Client not otherwise addressed in this Statement of Work shall be subject to the fees set forth on Exhibit B of the Agreement. 1.1. Design Process. PFM-S will work collaboratively with Client to develop design specifications for Client's WhitebirchTM model (the "Design Process"). The Design Process will comprise the following steps, as needed. PFM-S and Client will work on a best efforts basis to complete the Design Process within two (2) weeks of execution of this Agreement, or within a mutually agreed upon timeframe. 1.1.1. Initial Design. PFM-S will interview and debrief Client to determine Client's institutional goals, needs, and preferences. Based on these interviews and analyses, PFM-S will outline the structural requirements of the time -series projection logic, reports, assumptions and variables, data, (collectively, the "Model") that will be developed and customized for Client on the WhitebirchTM Software platform. These structural requirements constitute the Initial Design (the "Initial Design") for Client's customized WhitebirchTM Model. 1.1.2. Required Data. PFM-S will describe the data requirements of the engagement ("Required Data"). Client will work on a best efforts basis to provide the Required Data as quickly as practicable. Completion of the Implementation Services cannot begin until the Required Data is received, and Client acknowledges all subsequent steps are serially dependent thereon. 1.1.3. Initial Data Import and Reconciliation Webinar(s). PFM-S will conduct up to two (2) one -hour internet sessions during which Client will work with PFM-S to import the Required Data into the Model and reconcile the Required Data with Client's expectations. 1.1.4. Design Modification Webinar. PFM-S will conduct a two-hour internet session during which Client and PFM-S will re -consider the Initial Design in light of the imported and reconciled Required Data. 1.1.5. Final Design. Client will identify specific structural needs and design preferences that differ from the Initial Design (if any), with the goal of refining the Initial 1IPage PFM "hitebirch Design. The revised Initial Design will constitute Client's final specifications (the "Final Design"). The Final Design will serve as the basis of the Customization process, described below. 1.1.6. Documentation. PFM-S will provide Client with a summary of the Final Design, which will become an addendum to this Agreement titled Schedule 1. 1.1.7. Preliminary Model. Client will work with PFM-S to prepare a prototype of the Model reflecting the Final Design (the "Preliminary Model"). 1.1.8. Base Case. Client will work collaboratively with PFM-S to finalize the Preliminary Model and use it to develop and load a set of assumptions that reflect Client's projected operating and capital position. 1.1.9. Validation. Client will work with PFM-S to validate Preliminary Model results, ensuring all functions and relationships between and among variables have integrity and meet the Final Design. 1.2. Training Process. Client participation in the Initial Design and Customization Processes constitute informal training processes. In addition to the informal training, PFM-S will conduct up to five (5) one -hour formal training session. The informal and formal training processes comprise the "Initial Training." The Initial Training will teach Users, as defined in the Section 1.3.1.2 of the Agreement, how to change variables, recast analyses, and examine results in the Presentation Deck(s). PFM-S and Client will work on a best efforts basis to complete the Training Process within two (2) weeks of completion of the Customization Process, or within a mutually agreed upon timeframe. 1.3. Delivery. Upon completion of the Initial Design, Customization, and Training Processes, Client will have Access to the Model and Presentation Deck(s) per the terms of this Subscription Agreement. -PFNI 1lhitebirch Schedule 1 Summary of Final Design [short description of structural elements and reports to come] ­ff- PFM SOLUTIONS LLC hitebirch SUBSCRIPTION AGREEMENT WhitebirchTM Software Exhibit B Order Form Basis NumbA a r •. Total Implementation Fees per institution i $12,500 $12,500 July 15, 2016 to September 30, 2016 July 15, 2016 Hosting per institution 1 $0 $0 October 1, 2016 to June 30, 2017 October 1, 2016 1 $0 $0 July 1, 2017 to June 30, 2018 July 1, 2017 1 $0 $0 July 1, 2018 to June 30, 2019 July 1, 2018 1 $0 $0 July 1, 2019 to June 30, 2020 July 1, 2019 Licensing Fees • User peruser 3 $3,300 $7,398 October 1, 2016 to June 30, 2017 October 1, 2016 3 $3,300 $9,900 July 1, 2017 to June 30, 2019 July 1, 2017 3 $3,300 $9,900 July 1, 2018 to June 30, 2019 July 1, 2018 3 $3,300 $9,900 July 1, 2019 to June 30, 2020 July 1, 2019 3-year Total $49,598 (63.1%Discount) Less: Credits $0 Net Payable $49,598 Ongoing Fees $9,900 per year Development Service Fees • Development Support per hour as needed $350 • Development Assistance up to 1 hour per month included in Licensing Fees Technical Support Fees as needed included in Hosting Fees Post -Implementation Training Fees per day as needed $5,000 The Parties hereto have caused this Order Form to be executed by their respective duly authorized representative. Client: The City of La uinta Company: PFM Solutions LLC Signature Signature: Name: Name: Albert P. Matteo, Jr. Title: Title: President Date: JULY 27, 2016 Date: ta Qw� K rev GEM oftbe DF9FRT -- Amendment to the Whitebirch PFM-S Solutions LLC Subscription Agreement INSURANCE REQUIREMENTS EA 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) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Consultant 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 Consultant's acts or omissions rising out of or related to Consultant'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 Consultant's performance hereunder and neither City nor its insurers shall be 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 Commercial General Liability policy only) shall be delivered to and approved by City prior to commencement of the services hereunder. 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 eF fly employed by Consultant, a or anyone for whose acts oFiy elr-tkeFk may be liable, arising directly out of or related to Consultant's performance under this Agreement. Page 1 of 6 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 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 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. 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 or disease. Consultant shall provide written notice to City within 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, Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Exhibit 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 Consultant's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. E.2 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 with the requirements hereof. c. Terminate this Agreement. Page 2 of 6 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 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 Consultant or deducted from sums due Consultant, at City option. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant 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. 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 some 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. 10. 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. 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 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 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. Page 4 of 6 shall be no recourse against City for payment of premiums or other amounts with respect thereto. 21. 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 such claim or claims if they are likely to involve City. PFM SOLUTIONS. LLC Name: 11,115:fj rp. MorWro Pa Title: a s i Clem + Date: 2.0• 06-C. t'+W P5, W. 2ory Page 6 of 6 Client#: 203700 PUBLIFINAN DATE (MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 12/01/2016 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 NA Conner Strong & Buckelew PHONE 877-861-3220 1- 856-552-6885 IA/C, No, Ezt): AIC No Two Liberty Place E-MAIL ADDRESS: 50 S. 16th Street, Suite 3600 INSURER(S)AFFORDING COVE RAGE NAICN Philadelphia, PA 19102 INSURER A: Great Northern Insurance Compan 20303 INSURED INSURER B: Federal Insurance Company 20281 PFM Solutions, LLC 1735 Market Street 43rd Floor Philadelphia, PA 19103-2770 INSURER C : INSURER D : INSURER E : INSURER F : Ct7VFRAnFA CFRTIFICATF NIIMRFR- 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. INSFZ' ADD LSUB POLICY EFF POLICX LIMITS LTR TYPE OF INSURANCE ly {{ Wv POLICY NUMBER MM/DDIYYYY MMIDDi A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR 35363950 1 /30/2016 11/30/2017 EACH OCCURRENCE $1.000 OOO PREMISES EaE r ante $1 OOO OOO MED EXP (Any one person) $1 O 000 PERSONAL & ADV INJURY $1 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑aJECT X i LOG OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $Included in $General A B AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS IX AUTOS N 73248555 11/30/201611/301201 b70 @°tsl L1M.IT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE 'Per accident $ B X UMBRELLA LIAB EXCESS LIAR X OCCUR CLAIMS -MADE 79774080 1113012016 11/30/2017 EACH OCCURRENCE $10,000,000 $1 O 000 000 AGGREGATE DED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y I N OFFICER/MEMBER EXCLUDED? N (Mandatory in NH) Ityes, describe under DESCRIPTION OF OPERATIONS below N / A 71739979 )1101/2017 01/01/201 X PER,TZ CUTH- E.L EACH ACCIDENT $1 00O OOO E.L- DISEASE - EA EMPLOYEE $1 000 000 Er . DISEASE - POLICY LIMIT 1 $1 OOO OOO DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of La Quinta is included as an additional insured under the captioned Commercial General Liability Policy if and to the extent required by written contract. CFRTIFICATF Hni nFR CANCELLATION City of La Quinta Department of Finance 78-495 Calle Tampico La Quinta, 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 141. T ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S1626115/M1610510 J5C 'D DATE (MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 12/13/2016 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 Crystal & Company Crystal IBC LLC 32 Old Slip New York NY 10005 INSURED PFM Solutions LLC 1735 Market Street 43rd Floor Philadelphia PA 19103 NAME' NAME: Brian Roz nski Pti 91 a I,. 212-504-1882 FAAC. Nat; 212-504-1899 INSURERS) AFFORDING COVERAGE INSURER A: Endurance American Specialty Insura PUBLFI INSURER B AL Specialty Insurance Company INSURER C: Conti nenta l Casualty Company INSURERD:Starr Indemnity & Liability Co INSttRER F . Everest National Insurance Company rMMrlIMIr ATE hn lnsvco. dRR'Zrid,:tnd L)9:!►ICI r1tJ MI IMRFR- 41718 37885 20443 38318 10120 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LIS-TED 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 -_ DD ilHR - _--... -.. -- POLICY EFF ... .,POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDDIYYYY MMQD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE D OCCUR DAMAGE TORr=MTI!7_ PREMISES fEa occurrence $ MED EXP (Any one erson) $ PERSONAL & ADV INJURY $ GEVIL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ POLICY 0 JE� LOG $ d' OTHER: AUTOMOBILE LIABILITY Pa IEU SINGLE LIMIT $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMA POracaio—y—O $ NON -OWNED HIREDAUTOS IAUTOS D E X Ll UMBRELLA LIAB EXCESS LIAR OCCUR CLAIMS -MADE 1000057499161 FL5ML00220161 ' 11/30/2016 11/30/2016 11/30/2017 11/30/2017 EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ _ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN _ P7A7U7 ER E,L. EACH ACCIDENT . $ E..L DISEASE - EA EMPLOYE $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA E.L DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below _ A B Professional Liability FIP10008161701 ELU14750016 11/30/2016 11/30/2016 11,30/2017 11/30/2017 Limit of Liability: $30,000,000 Aggregate Limit C 596398650 11/30/2016 11/30/2017 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Evidence of coverage only. THE PROFESSIONAL LIABILITY POLICY IS NON -CANCELABLE BY THE INSURER EXCEPT FOR NON-PAYMENT OF PREMIUM. P`COTICIn ATC Un1 noo CAldr Fl I ATInhI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of La Quinta Department of Finance THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 78-495 Calle Tampico La Quinta CA 92253 AUTHORIZED /REPRESENTATIVE U 19St3-ZU14 ACUKU cUKI UKA I IUrv. AU rlgnLs reserve0. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 17324.W55 COMMERCIAL, AUTO 1"2.0316 Ed. 1014 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND MON-CONTRIBUTORY LIABILITY INSURANCE This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the Inception date of the policy unless another date Is Indicated below. Named insured: PUBLIC FINANCIAL MANAGEMENT, INC. Endorsement Effective Data: 1 1/ 3 0/ 1 6 SCHEDULE Name(*) Of Person(s) Or Organizatfon(s): Persons or Orgaizati.ons described in the Who Is An Insured section of this contract and that you are obligated pursuant to a written contract or agreement, to provide with primary insurance as is afforded by this policy, but only to the minimum extent required by such contract or agreement. shown The following Is added to Item 5. —"Other Insurance" of Item S. -- "General Conditions' under Section IV —'Business Auto Conditions': e. Regardless of the provisions of paragraph 5.a, through d. above, for any liability arming out of the ownership, maintenance, use, rental, lease, Iran, hire or borrowing by an "insured" of a covered "auto" for which an 'Insured* is contractually obligated to provide primary insurance coverage to a client, this Coverage Form will be primary and non-contributary with respect to the Persons or Organizations in the schedule, regardless of the availability or existence of other collectible insurance under any other Coverage Farm or policy that applies on a primary masts. 16-02-0316 Ed. 1014 POLICY NUMBER: )7324-85-55 COM MCIALAUTO CA 04 44 0310 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER. OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US(WAIVER OF SUBROGATION) This endorsement modilles Insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKEM COVERAGE FORM h'1 th respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modl- fled by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date Is Indicated below. Narnedinswed: Public Financial Management, Inc. Fadorsement EM dlv+e Date: 1 1/ 3 0/ 1 6 Narae(s) Of Person(s) Or Orpnization(s): . Any person or organization where you are required pursuant to a written contract or agreement to waive rights of subrogation against such person or organization. not The Transfer Of Mghts Of Recovery Agdn-st Others To Lis Condition does not apply to the person(s) or organizatlon(s) shown In the Schedule, but only la the extent that subragaflon is waived prior to the "ac- cidene or the loss' under a contract with that person or organization. CA 04 44 0310 0 insurance Services OIQce, Inc., 2009 Page 1 of i I] Liability Insurance Endorsement PoicyPeriod November 30, 2016 — November 30, 2017 Effective Date 1 1 / 3 0 / 16 Poky Number 353d-39-50 PHL Insured PUBLIC FINANCIAL MANAGEMENT, INC. Name orcompany GREAT NORTHERN INSURANCE COMPANY Date Issued .__ .. .. .... _.oLe rd •_wr�^rxs.:• ixc r_n _�-.�... :_: _•:. '.w�-._. .. .•r.�:ai a asv This Endorsement applies to the following forms. - GENERAL LIABILITY Under Who Is An Insured, the following provision Is added. Who /s An Insured Additional Insured - Persons or organizations shown in the Schedule are Insureds; but they are losureds only Ifyou are Scheduled Person obligated pursuant to a contract or agreement to provide them with such Insurance as is afforded by Or Organization this policy. However, the person or organization is an Insured only: • if and then only to the extent the person or organization is described In the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an Insured; • for activities that did not occur, in whole or In parr. before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which This Insurance applies. No person or organization Is as Insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, Ion, cost or expense for injury or damage. to which this Insurance applies. that the person or organization would have In the absence of such contractor agreement. U0111ry Insurance AddldwW 1ngr eRygg r=gr0Tvnr Atn con0hued Pban 8"2-2367 (Rev. "?) EndorserrvM Page i Llabffity Endorsement (continued) Under Conditions. the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — If you are obligated. pursuant to a contract or agreement, to provide the person or organization Primary, Afancorrldbutory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance — Scheduled this Insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or Organizations desribed in the Who Is An Insured section of this contract and that you are obligated pursuant to a written contract or agreement, to provide with primary insurance as is afforded by this policy, but only to the minimum extent required by such contract or agreement. All other terms and condillons remain unchanged. Aathodied Repmsoalmthe '� Liabilityln9umnce Addlionarinjjv#fL.!J;rjgf CPCVtJryenkntirxr b3lpar Form 9"2.2367 (Rev. 5.07) cndarsemenr Page 2 Uaibility Insurance Endorsement PoilcyPeriod November 30, 2016 — November 30, 2017 Effective Date 1 1/ 3 0/ 16 Policy Number 3536-39-50 PHL Insured PUBLIC FINANCIAL MANAGEMENT, INC. Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Under Conditions, Transfer Or Waiver Of Rights Of Recovery Against Others, the following provision is added: Condidons Transfer Or Waiver Of However, we waive any right of recovery we may have against the designated person or Rights Of Recovery organization shown below because of payments we make for injury or damage arising out of your Against Others ongoing operations or done under a contract with that person or organization and included in the products -completed operations hazard. This waiver applies to the designated person or organization. Liability Insurance Condon—WsiverOfTransfer OtMots OlReeovery continued Form SO.OZ-2362 IRty. 4-01) Endorsement Pepe 1 Conditions Transfer Or Waiver Of Designated Person Or Organization Rights Of Recovery Any person or organization where you are required pursuant Against Others - t6 'a 'rani-tten ooiitiract 'or agre*6ment to waive rights of (continued) subrogation against: such person or organization. All other terms, and conditions remain unchanged. Authorized RepresentatM► Q M, !a UsbiMy insurance CondWor►—Waiver Of Transfer Of Mots Of Recovery lest page Form 60.02-2362 (Ray. 4-01) Endarsament Page 2 WORKERS' COMPENSATION AND EPAPLOYERS' LIABILITY INSURANCE POLICY WC 1124 (4-84) WC 00 03 13 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the poky to which A is attached effective on the inception date of the policy unless a different date Is fndlcated below, (Tye lokwing "attadit clause" need be completed only when thta endorsement Is bsued subsequent to preparation of the poky.) This endorsement, effective on 01 / 01 ro�2 01 7 at 12:01 A. M. standard time, forms a part of Policy No. 7173.99-79 of the GREAT NORT iE N INSURANCE COMPANY Issued to PUBLIC FINANCIAL MANAGEMENT INC Endorsement No. We have the right to recover our payments from anyone liabif for an Injury Vera y this policy. We will not enforce our right against the person or organisation named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from UV This agreement shag not operate directly or Indimcity to benefit any one not named In the Schedule. Schedule Any person or organization where you are required pursuant: to a written contract or agreement: to waive rights of subrogation against such person or organization. WC 124 (4.64) WC 00 0313 Copyright 1903 National Cound on Compensation lmuranc& Page 1 of 1