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2017-20 Willdan Engineering - On-Call Traffic Engineering Services4016flai -- GEM of the DESERT MEMORANDUM TO: Frank J. Spevacek, City Manager FROM: Julie Mignogna, Management Specialist DATE: November 14, 2017 RECEIVED NOV 16 2017 CITY OF LA DVINrgr'_ CITY CLERK DEPARTMENT RE: Agreement for Contract Services with Willdan for On -Call Traffic Engineering Services. Attached for your signature is the agreement referenced above Please sign the attached agreement(s) and return to the City Clerk for processing and distribution. Requesting department shall check and attach the items below as appropriate: X Contract payments will be charged to account number: 101-7006-60144 X Amount of Agreement, Amendment, Change Order, etc.: $49,000.00 X A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with X no reportable interests in LQ or _ reportable interests A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authority to execute this agreement is based upon: Approved by the City Council on April 18. 2017 X City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $50,000 or less. This expenditure is $49,000 and authorized by contract approved by Bryan McKinney, PE. X Initial to certify that 3 written informal bids or proposals were received and considered in selection The following required documents are attached to the agreement: X Insurance certificates as required by the agreement (approved by Risk Manager on Performance bonds as required by the agreement (originals) X City of La Quinta Business License number: LIC -0102682 Exp. 12/31/17 X A requisition for a Purchase Order has been prepared (amounts over $5,000) X A copy of this Cover Memo has been emailed to Finance (Sandra) date) Revised May 2017 AGREEMENT FOR CONTRACT SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and Willdan Engineering, a Corporation ("Contracting Party"). The parties hereto agree as follows: 1. SERVICES OF CONTRACTING PARTY, 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contracting Party shall provide those services related to On -Call Traffic Engineering Services , as specified in the "Scope of Services" attached hereto as "Exhibit A" and incorporated herein by this reference (the "Services"). Contracting Party represents and warrants that Contracting Party is a provider of first-class work and/or services and Contracting Party is experienced in performing the Services contemplated herein and, in light of such status and experience, Contracting Party covenants that it shall follow industry standards in performing the Services required hereunder, and that all materials, if any, will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "industry standards" shall mean those standards of practice recognized by one or more first-class firms performing similar services under similar circumstances. 1.2 Compliance with Law. All Services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of the City and any Federal, State, or local governmental agency of competent jurisdiction. 1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable Federal, State, and local wage and hour laws. 1.4 Licenses. Permits, Fees and Assessments. Except as otherwise specified herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement, including a City of La Quinta business license. Contracting Party and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for the performance of the Services required by this Agreement. Contracting Party shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the Services required by this Agreement, and shall indemnify, defend (with counsel selected by City), and hold City, its elected officials, officers, employees, and agents, free and harmless against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder. Contracting Party shall be responsible for all subcontractors' compliance with this Section. 698/015610-0002 11222891.1 al1/03/17 1.5 Familiarity with Work. By executing this Agreement, Contracting Party warrants that (a) it has thoroughly investigated and considered the Services to be performed, (b) it has investigated the site where the Services are to be performed, if any, and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the Services should be performed, and (d) it fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. Should Contracting Party discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by City, Contracting Party shall immediately inform City of such fact and shall not proceed except at Contracting Party's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 1.6 Standard of Care. Contracting Party acknowledges and understands that the Services contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Contracting Party's work will be held to an industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove, Contracting Party represents to City that it holds the necessary skills and abilities to satisfy the industry standard of quality as set forth in this Agreement. Contracting Party shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Services performed by Contracting Party, and the equipment, materials, papers, and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City's own negligence. The performance of Services by Contracting Party shall not relieve Contracting Party from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to City, when such inaccuracies are due to the negligence of Contracting Party. 1.7 Additional Services. In accordance with the terms and conditions of this Agreement, Contracting Party shall perform services in addition to those specified in the Scope of Services ("Additional Services") only when directed to do so by the Contract Officer, provided that Contracting Party shall not be required to perform any Additional Services without compensation. Contracting Party shall not perform any Additional Services until receiving prior written authorization (in the form of a written change order if Contracting Party is a contractor performing the Services) from the Contract Officer, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contracting Party. It is expressly understood by Contracting Party that the provisions of this Section shall not apply to the Services specifically set forth in the Scope of Services or reasonably contemplated therein. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforceable. Failure of Contracting Party to secure the Contract Officer's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time to perform this Agreement, whether by way of compensation, restitution, quantum meruit, or the like, 698/015610-0002 11222891.1 al1/03/17 -2- for Additional Services provided without the appropriate authorization from the Contract Officer. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.3 of this Agreement. 1.8 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in "Exhibit D" (the "Special Requirements"), which is incorporated herein by this reference and expressly made a part hereof. In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2. COMPENSATION. 2.1 Contract Sum. For the Services rendered pursuant to this Agreement, Contracting Party shall be compensated in accordance with "Exhibit B" (the "Schedule of Compensation") in a total amount not to exceed Forty Nine Thousand Dollars ($49,000.00) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the Services, payment for time and materials based upon Contracting Party's rate schedule, but not exceeding the Contract Sum, or such other reasonable methods as may be specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contracting Party at all project meetings reasonably deemed necessary by City; Contracting Party shall not be entitled to any additional compensation for attending said meetings. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Contracting Party's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement. 2.2 Method of Billing & Payment. Any month in which Contracting Party wishes to receive payment, Contracting Party shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City's Finance Director, an invoice for Services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the Services provided, including time and materials, and (2) specify each staff member who has provided Services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Contracting Party specifying that the payment requested is for Services performed in accordance with the terms of this Agreement. Upon approval in writing by the Contract Officer and subject to retention pursuant to Section 8.3, City will pay Contracting Party for all items stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City's Finance Department. 698/015610-0002 11222891.1 all/03/17 -3- 2.3 Compensation for Additional Services. Additional Services approved in advance by the Contract Officer pursuant to Section 1.6 of this Agreement shall be paid for in an amount agreed to in writing by both City and Contracting Party in advance of the Additional Services being rendered by Contracting Party. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for Additional Services must be approved by the La Quinta City Council, the City Manager, or Department Director, depending upon City laws, regulations, rules and procedures concerning public contracting. Under no circumstances shall Contracting Party receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. 3. PERFORMANCE SCHEDULE,, 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. If the Services not completed in accordance with the Schedule of Performance, as set forth in Section 3.2 and ",Exhibit C", it is understood that the City will suffer damage. 3.2 Schedule of Performance. All Services rendered pursuant to this Agreement shall be performed diligently and within the time period established in "Exhibit C" (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Majeure. The time period specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contracting Party, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Contracting Party shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the forced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. Extensions to time period in the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Contracting Party to additional compensation in excess of the Contract Sum. 3.4 Term. Unless earlier terminated in accordance with the provisions in Article 8.0 of this Agreement, the term of this agreement shall commence on November 10, 2017 and terminate on November 30, 2020 ("Initial Term"). This Agreement may be extended for 2 (two) additional year(s) upon mutual agreement by 698/015610-0002 11222891.1 all/03/17 -4- both parties ("Extended Term"). The extended term shall commence automatically, with no further action or amendment to this Agreement required, unless, with or without cause, and upon no less than thirty (30) days' written notice to Consultant ("notice of non -renewal"), City notifies Consultant that this Agreement shall expire prior to the commencement of the applicable extended term. 4. COORDINATION OF WORK. 4.1 Representative of Contracting Party. The following principals of Contracting Party ("Principals") are hereby designated as being the principals and representatives of Contracting Party authorized to act in its behalf with respect to the Services specified herein and make all decisions in connection therewith: (a) Jeffrey Lau, P.E_ E-mail: jlau@willdan.com (b) Vanessa Munoz. P.E. E-mail: vmunoz@willdan.com (c) E-mail: It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Principals shall be responsible during the term of this Agreement for directing all activities of Contracting Party and devoting sufficient time to personally supervise the Services hereunder. For purposes of this Agreement, the foregoing Principals may not be changed by Contracting Party and no other personnel may be assigned to perform the Services required hereunder without the express written approval of City. 4.2 Contract Officer. The "Contract Officer" shall be Bryan McKinney, P.E., Interim City Engineer, or such other person as may be designated in writing by the City Manager of City. It shall be Contracting Party's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the Services, and Contracting Party shall refer any decisions, that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability, and reputation of Contracting Party, its principals, and its employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Contracting Party shall not contract or subcontract with any other entity to perform in whole or in part the Services required 696/015610-0002 11222891.1 a11103/17 -5- hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or by operation of law, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contracting Party, taking all transfers into account on a cumulative basis. Any attempted or purported assignment or contracting or subcontracting by Contracting Party without City's express written approval shall be null, void, and of no effect. No approved transfer shall release Contracting Party of any liability hereunder without the express consent of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contracting Party, its agents, or its employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Contracting Party's employees, servants, representatives, or agents, or in fixing their number or hours of service. Contracting Party shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contracting Party in its business or otherwise or a joint venture or a member of any joint enterprise with Contracting Party. Contracting Party shall have no power to incur any debt, obligation, or liability on behalf of City. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Except for the Contract Sum paid to Contracting Party as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contracting Party for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contracting Party for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Contracting Party agrees to pay all required taxes on amounts paid to Contracting Party under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contracting Party shall fully comply with the workers' compensation laws regarding Contracting Party and Contracting Party's employees. Contracting Party further agrees to indemnify and hold City harmless from any failure of Contracting Party to comply with applicable workers' compensation laws. City shall have the right 698/015610-0002 11222891.1 all/03/17 -6- to offset against the amount of any payment due to Contracting Party under this Agreement any amount due to City from Contracting Party as a result of Contracting Party's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 4.5 Identity of Persons Performing Work. Contracting Party represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all of the Services set forth herein. Contracting Party represents that the Services required herein will be performed by Contracting Party or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. 4.6 City Cooperation. City shall provide Contracting Party with any plans, publications, reports, statistics, records, or other data or information pertinent to the Services to be performed hereunder which are reasonably available to Contracting Party only from or through action by City. 5. INSURANCE. 5.1 Insurance. Prior to the beginning of any Services under this Agreement and throughout the duration of the term of this Agreement, Contracting Party shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, policies of insurance as set forth in "Exhibit E" (the "Insurance Requirements") which is incorporated herein by this reference and expressly made a part hereof. 5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance to Agency along with all required endorsements. Certificate of Insurance and endorsements must be approved by Agency's Risk Manager prior to commencement of performance. 6. INDEMNIFICATION. 6.1 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 in "Exhibit F" ("Indemnification") which is incorporated herein by this reference and expressly made a part hereof. 7. RECORDS AND REPORTS. 7.1 Reports. Contracting Party shall periodically prepare and submit to the Contract Officer such reports concerning Contracting Party's performance of the Services required by this Agreement as the Contract Officer shall require. Contracting Party hereby acknowledges that City is greatly concerned about the cost of the 698/015610-0002 11222891.1 all/03/17 -7- Services to be performed pursuant to this Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Contracting Party is providing design services, the cost of the project being designed, Contracting Party shall promptly notify the Contract Officer of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Contracting Party is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.2 Records. Contracting Party shall keep, and require any subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the "Books and Records"), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contracting Party's business, custody of the Books and Records may be given to City, and access shall be provided by Contracting Party's successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement. 7.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium prepared or caused to be prepared by Contracting Party, its employees, subcontractors, and agents in the performance of this Agreement (the "Documents and Materials") shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the expiration or termination of this Agreement, and Contracting Party shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted 698/015610-0002 11222891.1 a11103/17 -8- documents without specific written authorization by Contracting Party will be at City's sole risk and without liability to Contracting Party, and Contracting Party's guarantee and warranties shall not extend to such use, revise, or assignment. Contracting Party may retain copies of such Documents and Materials for its own use. Contracting Party shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Contracting Party fails to secure such assignment, Contracting Party shall indemnify City for all damages resulting therefrom. 7.4 In the event City or any person, firm, or corporation authorized by City reuses said Documents and Materials without written verification or adaptation by Contracting Party for the specific purpose intended and causes to be made or makes any changes or alterations in said Documents and Materials, City hereby releases, discharges, and exonerates Contracting Party from liability resulting from said change. The provisions of this clause shall survive the termination or expiration of this Agreement and shall thereafter remain in full force and effect. 7.5 Licensing of Intellectual Property. This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials. Contracting Party shall require all subcontractors, if any, to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Contracting Party represents and warrants that Contracting Party has the legal right to license any and all of the Documents and Materials. Contracting Party makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Contracting Party or provided to Contracting Party by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7.6 Release of Documents. The Documents and Materials shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Contracting Party shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 7.7 Confidential or Personal Identifying Information. Contracting Party covenants that all City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussion notes, or other information, if any, developed or received by Contracting Party or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contracting Party to any person or entity without prior written authorization by City or unless required by law. City shall grant authorization for disclosure if required by any lawful administrative or legal proceeding, court order, or similar directive with the force of law. All City data, data lists, trade secrets, 698/015610-0002 11222891.1 all/03/17 -9- documents with personal identifying information, documents that are not public records, draft documents, discussions, or other information shall be returned to City upon the termination or expiration of this Agreement. Contracting Party's covenant under this section shall survive the termination or expiration of this Agreement. 8. ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contracting Party covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety, or general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to this Article 8.0. During the period of time that Contracting Party is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during any period of default. 8.3 Retention of Funds. City may withhold from any monies payable to Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Contracting Party in the performance of the Services required by this Agreement. 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Contracting Party requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contracting Party. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 698/015610-0002 11222891.1 al l/03/17 -10- 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To Expiration Of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contracting Party. Upon receipt of any notice of termination, Contracting Party shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer. Contracting Party shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except amounts held as a retention pursuant to this Agreement. 8.8 Termination for Default of Contracting Party. If termination is due to the failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party shall vacate any City -owned property which Contracting Party is permitted to occupy hereunder and City may, after compliance with the provisions of Section 8.2, take over the Services and prosecute the same to completion by contract or otherwise, and Contracting Party shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Contracting Party for the purpose of setoff or partial payment of the amounts owed City. 8.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees; provided, however, that the attorneys' fees awarded pursuant to this Section 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. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and 698/015610-0002 11222891.1 a11/03/17 -11- all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the same action or in a separate action brought for that purpose. 9. CITY OFFICERS AND EMPLOYEES: NONDISCRIMINATION. 9.1 Non -liability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contracting Party, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Contracting Party or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contracting Party's performance of the Services under this Agreement. Contracting Party further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer. Contracting Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Contracting Party warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Contracting Party covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in the performance of this Agreement. Contracting Party shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 10. MISCELLANEOUS PROVISIONS. 10.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give the other party or any other 698/015610-0002 11222891.1 a11/03/17 -12- person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. To City: CITY OF LA QUINTA Attention: Bryan McKinney, P.E. Interim City Engineer 78-495 Calle Tampico La Quinta, California 92253 To Contracting Party: WILLDAN ENGINEERING Attn: Vanessa Munoz, P.E. Director of Engineering 13191 Crossroads Pkwy N., Ste. 405 Industry, CA 91746 10.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.3 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument 10.5 Integrated Agreement. This Agreement including the exhibits hereto is the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. 10.6 Amendment. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contracting Party and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 10.7 Severability. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material 698/015610-0002 11222891.1 all/03/17 -13- that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 10.8 Unfair Business Practices Claims. In entering into this Agreement, Contracting Party offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Contracting Party without further acknowledgment of the parties. 10.9 No Third Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third -party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.10 Authority. The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties. 698/015610-0002 11222891.1 al1/03/17 [SIGNATURES ON FOLLOWING PAGE] -14- IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, CONTRACTING PARTY: a California Municipal Corporation Digitally signed by Frank Spevacek By: Q_\, DN: serialNumber=3fffgcd7gnjs38w1, Nome: c=US, st=California, I=La Quinta, o=Frank J. Spevacek,cn=Frank Spevacek Title: - � .. {e? „_ Date: 2017.11.22 11:33:19 -08'00' FRANK J. SPEVACEK, City Manager Dated: ATTEST: Digitally signed by Susan Maysels DN: cn=Susan Maysels, o=City of La Quinta, ou=Clerk's Office, email=smaysels@la-quinta.org, c=US Date: 2017.11.27 07:39:31 -08'00' SUSAN MAYSELS, City Clerk La Quinta, California APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California 898/015810-0002 11222891.1 811/03/17 -15- By: 1`-T Name: Title: - ice Exhibit A Scope of Services 1. Services to be Provided: • Provide technical assistance and prepare design plans for traffic signal or signing and striping modifications. • Prepare work orders for signing, striping and traffic signals changes including diagrams to clarify the work that has to be performed. • Perform concept and feasibility studies of intersection and street design alternatives including preparing preliminary design reports. This includes drafting and computer aided drafting support. • Prepare final plans, specifications, record drawing, utility, or other searches, cost estimates (opinions of construction cost) and other design related documents. Review and recommend award of construction contracts. This includes preparing record ("as built") drawings upon completion of construction. • Collect data and prepare traffic capacity/level of service analyses for intersections and street segments. • Assist in collecting or analyzing data needed for grant applications. • Update Engineering and Traffic Surveys for posted speed limit and studies for curve warning signs. • Review school zone signage and striping in response to requests from residents or the Desert Sands Unified School District • Review public street signing and striping to make sure it means the latest provisions of the CAMUTCD • Prepare public transit service feasibility and modification studies. • Collect data and prepare traffic signal and stop sign warrant analysis as well as updating speed surveys for posting speed limits and curve advisory signs. • Assist with monitoring the Traffic Management Center and solving communication problems. Monitoring traffic flow from the live feed of the video cameras and adjust timing to respond to traffic incidents impacting traffic flow on the city's most heavily traveled corridors. • Research equipment specs and obtain bids, process purchase orders, and coordinate the repair of traffic signal equipment with and without warranty coverage. 698/015610-0002 11222891.1 al1/03/17 Exhibit A Page 1 of 5 • Assist with citizen requests, especially those which require collecting and analyzing data for traffic calming requests. Conduct neighborhood traffic management charettes and/or studies as needed. • Provide technical input to city staff with signing and striping changes, signal equipment upgrades and parts, collision analysis, speed limits, traffic volume data and other work performed by City staff, including crafting responses to citizen complaints or media requests. • Respond to data and other requests from Caltrans, Coachella Valley Association of Governments, Riverside County Transportation Commission, Riverside County, agencies such as Indio, Palm Desert, Indian Wells, SunLine Transit and others. • Review work zone traffic plans for capital improvement projects, utility projects, and developer projects and advise City on potential issues. • Update City with new California edition - Manual of Uniform Traffic Control Device standards for traffic control devices which may need be implemented/updated. • Prepare and present education and safety training. • Process data from connected and autonomous vehicles and other sources to provide real time data to members of the public. • Assist with adjusting signal timing based on real time data. • Attend monthly coordination and other project meetings as necessary. Individual Project Task Order: Upon request by CITY, FIRM will submit for CITY review an individual project proposal including all information required to complete a Task Order for the individual project. A sample Task Order form is ,attached as "Attachment '. The Task Order proposal will identify the specific tasks to be performed by FIRM. Tasks will be listed in chronological order reflecting the entire scope of work as requested by CITY, along with an estimated cost per task and a combined total not -to -exceed cost. Proposals will contain the names and titles of FIRM'S personnel assigned to perform the work and specifically identify the individual who will be the Project Manager. Proposals will contain a project schedule indicating the various tasks and estimated time required to complete each task. FIRM'S project schedule Deliverables: • Data presented in Excel and PDF, including graphs, charts and tables. 698/015610-0002 11222891.1 all/03/17 Exhibit A Page ® of 5 ADDENDUM TO AGREEMENT Re: Scope of Services If the Scope of Services include construction, alteration, demolition, installation, repair, or maintenance affecting real property or structures or improvements of any kind appurtenant to real property, the following apply: 1. Prevailing Wage Compliance. If Contracting Party is a contractor performing public works and maintenance projects, as described in this Section 1.3, Contracting Party shall comply with applicable Federal, State, and local laws. Contracting Party is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Sections 16000, et seq., (collectively, the "Prevailing Wage Laws"), and La Quinta Municipal Code Section 3.12.040, which require the payment of prevailing wage rates and the performance of other requirements on "Public works" and "Maintenance" projects. If the Services are being performed as part of an applicable "Public works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and if construction work over twenty-five thousand dollars ($25,000.00) and/or alterations, demolition, repair or maintenance work over fifteen thousand dollars ($15,000.00) is entered into or extended on or after January 1, 2015 by this Agreement„ Contracting Party agrees to fully comply with such Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of payroll records and the employment of apprentices. Pursuant to California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a contract for public work on a "Public works" project unless registered with the California Department of Industrial Relations ("DIR") at the time the contract is awarded. If the Services are being performed as part of an applicable "Public works" or "Maintenance" project, as defined by the Prevailing Wage Laws, this project is subject to compliance monitoring and enforcement by the DIR. Contracting Party will maintain and will require all subcontractors to maintain valid and current DIR Public Works contractor registration during the term of this Agreement. Contracting Party shall notify City in writing immediately, and in no case more than twenty-four (24) hours, after receiving any information that Contracting Party's or any of its subcontractor's DIR registration status has been suspended, revoked, expired, or otherwise changed. It is understood that it is the responsibility of Contracting Party to determine the correct salary scale. Contracting Party shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contracting Party's principal place of business and at the project site, if any. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contracting Party must forfeit to City TWENTY FIVE DOLLARS ($25.00) per day for each worker who works in excess of the minimum working hours when Contracting Party does not pay overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day. Contracting Party also shall comply with State law requirements to maintain payroll records and shall provide for certified records and 698/015610-0002 11222891.1 al1/03/17 Exhibit A Page ®of5 3 inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776. In addition to the other indemnities provided under this Agreement, Contracting Party shall defend (with counsel selected by City), indemnify, and hold City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is agreed by the parties that, in connection with performance of the Services, including, without limitation, any and all "Public works" (as defined by the Prevailing Wage Laws), Contracting Party shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Contracting Party acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Contracting Party shall require the same of all subcontractors. 698/015610-0002 11222891.1 al1/03/17 Exhibit A Page Elof5 ATTACHMENT 1 to EXHIBIT A Otthfij GEM of ?hr DESERT - TASK ORDER Issued under CONTRACT SERVICES AGREEMENT, THREE-YEAR ON-CALL TRAFFIC ENGINEERING SERVICES, <>, dated <>. Task Order No.: <> Date: <> City Purchase Order No.: <> City Project No.: <> Prime Consultant: <> Subconsultant(s): Project Title: <> Project Description: <> Description of Services to be Performed by Consultant under this Task Order: Consultant will perform the following services: • <> • <> Time for Completion for Services to be Performed under this Task Order: Consultant will complete the services described above within <> consecutive calendar days from the date of the signed Contract Purchase Order. Compensation for Services Completed under this Task Order: Consultant will be compensated for services completed in the amount not to exceed $<>. 78-495 Calle Tampico La Quinta, CA 92253 760.777.7000 Exhibit A Page 5 of 5 Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting Party under this Agreement is Forty Nine Thousand Dollars ($49,000.00) ("Contract Sum"). The Contract Sum shall be paid to Contracting Party in installment payments made on a monthly basis and in an amount identified in Contracting Party's schedule of compensation attached hereto for the work tasks performed and properly invoiced by Contracting Party in conformance with Section 2.2 of this Agreement. 698/015610-0002 11222891.1 all/03/17 Exhibit B Page 1 of 3 City of La Quinta Exhibit B Schedule of Compensation Cost Wilidan Hourly Rates Willdan's hourly rates for staff included in our staffing plan are provided below. Our hourly rates schedule for any staff that may be involved in additional services has been pro- vided immediately following the staff rates. Rates for our subconsultant, Counts Unlimited, Inc., are also provided. Team Member Project Role Project Tasks Billing Classification Hourly Rate Project Management and ICey Team Members Vanessa Munoz, PE, TE, PTOE Project Manager Project Management 'Director $190 Jeffrey Lau, PE Deputy Project Manager Traffic Design Task Leader Project Management Traffic Design Task Management Deputy Director 190 Manoochehr Adhami, PE, TE Quality Assurance Manager Quality Assurance/Control Traffic Engineer II 190 Joanne Itagal<i Traffic Studies Task Leader (Traffic Study Task Management lSenior Design Manager 163 Farhad Iranitalab, PE, TE Traffic Operations Task Leader Traffic Operations Task Management Traffic Engineer II 190 Technical SupportTeam Members Robert Burch Technical Support—Traffic Design Traffic Engineering Design Support Senior Design Manager $163 Reginald Greene Technical Support—Traffic Design Traffic Engineering Design Support Associate Engineer II 148 Kevin Custado, EIT Technical Support—Traffic Design Traffic Engineering Design Support Assistant Engineer III 133 Gordon Lum, TE Technical Support —Traffic Studies Traffic Engineering Study Research, Analysis, and Report Preparation Traffic Engineer II 190 Nicolle Spann, EIT Technical Support —Traffic • Studies Traffic Engineering Study Research and Analysis Assistant Engineer III 133 Ayesha Mohsin Technical Support —Traffic Studies Traffic Engineering Study Research and Analysis Assistant Engineer I 106 Steve Libring, TE Technical Support—Traffic Studies Traffic Engineering Design Research, Analysis, and Report Preparation Traffic Engineer II 190 Hernando Cotangco, TE Technical Support—Traffic Operations Traffic Engineering Operations Support Traffic Engineer I 180 Lew Gluesing, PE, TE, PTOE Technical Support—Traffic Operations Traffic Engineering Operations Support Traffic Engineer II 190 Additional Services Hourly Rates Engineering Associate Engineer II ....148 Technical Aide I $ 62 Associate Engineer III 155 Technical Aide II 80 Design Manager 157 Technical Aide III 99 Senior Design Manager 163 Drafter I 100 Senior Engineer I 158 Drafter II .. 116 Senior Engineer II 161 Senior Drafter 129 Senior Engineer III 164 GIS Analyst I 134 Senior Engineer IV 177 GIS Analyst II 152 Supervising Engineer 182 GIS Analyst III 166 Project Manager I 144 Designer I 134 Project Manager II 164 Designer II 139 Project Manager III 179 Traffic Engineer I 180 Project Manager IV 190 Traffic Engineer II 190 Program Manager 190 Senior Designer I 147 City Engineer I 190 Senior Designer II 154 City Engineer II 190 Assistant Engineer I 106 Principal Project Manager 190 Assistant Engineer II 127 Deputy Director • 190 Assistant Engineer III 133 Director... 190 Assistant Engineer IV 138 Principal Engineer 190 Associate Engineer I 140 Exhibit B Comprehensive. Innovative. Trusted. Page 2 of 3 Technical Proposal for On -Call Traffic Engineering Services 18 City of La Quinta Exhibit B Schedule of Compensation Landscape Architecture Assistant Landscape Architect. $116 Associate Landscape Architect 134 Senior Landscape Architect... 147 Principal Landscape Architect 166 Principal Project Manager 190 Mapping and Right -of -Way Engineering Survey Analyst I $116 Survey Analyst II 134 Calculator I 116 Calculator II 129 Calculator III 140 Senior Survey Analyst 152 Supervisor - Survey & Mapping 168 Principal Project Manager 190 Construction Management Labor Compliance Specialist $111 Labor Compliance Manager 139 Utility Coordinator 147 Assistant Construction Manager 139 Construction Manager 163 Senior Construction Manager 168 Project Manager IV - 190 Deputy Director 190 Director 190 Inspection Public Works Observer I* $ 86 Public Works Observer II* 95 Senior Public Works Observer I* 103 Senior Public Works Observer II* 114 Senior Public Works Observer III* 124 Senior Public Works Observer IV* 131 Senior Public Works Observer V* 139 Planning Community Development Technician $ 99 Planning Technician 99 Assistant Community Development Planner 123 Assistant Planner 123 Associate Community Development Planner 134 Associate Planner 134 Senior Community Development Planner 152 Senior Planner 152 Principal Community Development Planner 166 Principal Planner 166 Planning Manager 184 Deputy Director 190 Director . 190 Administrative Support Administrative Assistant I $ 73: Administrative Assistant II 88 Administrative Assistant III 103 Project Accountant I . 83 Project Accountant II 97 Project Controller I 103 Project Controller II 116 *169/hour for Prevailing Wage Valid July 1, 2017 thru June 30, 2018, thereafter, rates may be raised once per year to value of change in Consumer Price Index for Los Ange- les/Orange County/Sacramento/San Francisco/San Jose areas, but not more than 5 percent per year. Additional billing classifications may be added as new positions are created. Consultation for litigation and court appearances will be quoted separately. Above schedule is for straight time. Overtime will be charged at 1.5 times standard rates with Sundays and holidays at 2.0 times. Blueprinting, reproduction, mes- senger services, and printing will be invoiced at cost plus 15 percent. Subconsultant management fee of 15 percent will be added to direct cost of all subconsultant services to provide for cost of administration, consultation, and coordination. Mileage reimbursement will be charged at the current federal guideline rate at the time of billing. Vehicles will be charged at a monthly rate of $500. Terms are Net 30 days. Counts Unlimited, Inc. Services Unit Rates Tuming Movement Counts Manual Turning Movement Counts (per man-hour) $ 40 Single or Dual -Tube 24 Hour Machine Count (per day) 50 Three -Leg 24 Hour Approach Count (per day) 120 Four -Leg 24 Hour Approach Count (per day) 160 24 Hour Axle Classification Count (per day) 175 24 Hour Speed Count (per day) 175 Additional Services Radar Speed Survey (per location) $ 55 Exhibit B Page 3 of 3 Comprehensive. Innovative. Trusted. Technical Proposal for On -Call Traffic Engineering Services 19 Exhibit C Schedule of Performance The Contract period for the On -Call Traffic Engineering Services shall be from November 10, 2017 to November 30, 2020 ("Initial Term"). This Agreement may be extended for 2 (two) additional years upon mutual agreement by both parties ("Extended Term). Contracting Party shall complete all services within the TIME ALLOWED BY THE TOTAL CONTRACT SUM. 698/015610-0002 11222891.1 al l/03/17 Exhibit C Page 1 of 1 698/015610-0002 11222891.1 al1/03/17 Exhibit D Special Requirements None Exhibit D Page 1 of 1 Exhibit E Insurance Requirements E.1 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 Noncontributory Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident)✓ Personal Auto Declaration Page if applicable Errors and Omissions Liability./ $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Must include the following endorsements: Workers Compensation 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 698/015610-0002 11222891.1 a11103/17 Exhibit E Page 1 of 6 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 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 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 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 Contracting Party'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 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. 698/015610-0002 11222891.1 all/03/17 Exhibit E Page 2 of 6 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. E.3 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. 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 of the coverages required and an additional insured endorsement to Contracting Party's general liability policy, shall be delivered 698/015610-0002 11222891.1 al1/03/17 Exhibit E Page 3 of 6 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. 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 696/015610-0002 11222891.1 a11/03/17 Exhibit E Page 4 of 6 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 or not 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/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 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 this Exhibit supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 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 be no recourse against City for payment of premiums or other amounts with respect thereto. 698/015610-0002 11222891.1 a11/03/17 Exhibit E Page 5 of 6 21. Contracting Party agrees to provide immediate notice to City of any claim or loss against Contracting Party 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. 698/015610-0002 11222891.1 a11/03/17 Exhibit E Page 6 of 6 Exhibit F Indemnification F.1 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 approved 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. With respect to the design of public improvements, the Contracting Party shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Contracting Party. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contracting Party shall indemnify, defend (with counsel approved 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. c. Indemnity Provisions for Contracts Related to Construction (Limitation on Indemnity). Without affecting the rights of City under any provision of this agreement, Contracting Party shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage 698/015610-0002 11222891.1 all/03/17 Exhibit F Page 1 of 2 of the liability involved, the obligation of Contracting Party will be for that entire portion or percentage of liability not attributable to the active negligence of City. d. Indemnification Provision for Design Professionals. 1. Applicability of this Section F.1(d,),. Notwithstanding Section F.1(a) hereinabove, the following indemnification provision shall apply to a Contracting Party who constitutes a "design professional" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. 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 and hold harmless City and any and all of its officials, employees, and agents ("Indemnified Parties") from and against any and all 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, including, without limitation, incidental and consequential damages, court costs, reimbursement of 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 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. With respect to the design of public improvements, the Contracting Party shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Contracting Party.. 3. Design Professional Defined. As used in this Section F.1(d), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. F.2 Obligation to Secure Indemnification Provisions. Contracting Party agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Exhibit F, as applicable to the Contracting Party, from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contracting Party in the performance of this Agreement. In the event Contracting Party fails to obtain such indemnity obligations from others as required herein, Contracting Party agrees to be fully responsible according to the terms of this Exhibit. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligations to indemnify and defend City as set forth in this Agreement are binding on the successors, assigns or heirs of Contracting Party and shall survive the termination of this Agreement. 698/015610-0002 11222891.1 all/03/17 Exhibit F Page 2 of 2 "� r'�h' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/06/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or 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 AOn Risk Insurance Services West, Inc. Los Angeles CA Office 707 Wilshire Boulevard Suite 2600 Los Angeles CA 90017-0460 USA CONTACT NAME. 1AICNNo. Eat): (866) 283-7122 FAX C ); (800) 363-0105 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC 8 INSURED Willdan Engineering- Industry 2401 East Katella Avenue Suite 300 Anaheim CA 92806 USA INSURER A: Travelers Property Cas Co Of America 25674 INSURERS: Lexington Insurance Company 19437 INSURER C: 1f 41'//V7/Ltins INSURER D: $1,000,000 INSURER E: INSURER F: NUMBER: 570069171646 • 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 POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested ,NSR LFR TYPE OF INSURANCE Am. INSD SUaR WVD POLICY NUMBER POUCY'EFF tIV 9 1S�j, PDLICY Falx' IMPup yYy LIMITSLIMITS �7r iecta X COMMERCIAL GENERAL LIABILITY 63073366586M1711/U`J/s LUl/ 1f 41'//V7/Ltins EACH OCCURRENCE $1,000,000 CLAIMS -MADE I X OCCUR l.J DAMAGE i Ea accEG PREMISES (Ea occurrence) 51,000,000 X Employee Benefits Liability MED EXP (Any one person) $15,000 PERSONAL & ADV INJURY 51,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICYrai PRO - ]ECT LOC PRODUCTS - COMP/OP AGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY BA -7J365332 -TIL -17 11/09/2017 11/09/2018 COMBINED SINGLE LIMIT fEa accidanll $1,000,000 X ANY AUTO BODILY INJURY ( Per person) — OWNED — SCHEDULED AUTOS BODILY INJURY (Per accident) — AUTOS ONLY HIRED AUTOS ONLY r-- NON -OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) ^ UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS -MADE AGGREGATE OEOi 'RETENTION A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N UB9J 558819TIL17 11/09/2017 11/09/2018 x PER STATUTE OTH. ER ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? N N I A E L EACH ACCIDENT 51,000,000 (Mandatory in NH) If yes. describe under E L DISEASE -EA EMPLOYEE 51,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT 51, 000, 000 B Archit&Eng Prof 028174912 SIR applies per policy terms 11/09/2017 & condi 11/09/2018 .ions Aggregate Per Claim 52,000,000 51,000,000 OESCRIPTIOr( OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached H more space is required) city of La Quinta is included as Additional Insured in accordance with the policy provisions of the General -Liability and Automobile Liability policies. General Liability and Automobile Liability evidenced herein is Primary and Non -Contributory to other insurance available to an Additional Insured, but only in accordance with the policy's provisions. A Waiver of Subrogation is granted in favor of Certificate Holder in accordance with the policy provisions of the Workers' compensation policy. CERTIFICATE HOLDER CANCELLATION Holder Identifier : ACDF 570069171646 Certificate No ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Ci ty of La Quinta Attn: Bryan McKinney, P.E. EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 78-495 Calle Tampico La Quinta, CA 92253 USA ,J " �7r iecta re d „ J, „ +L Ye `f'iJ// al(`i Holder Identifier : ACDF 570069171646 Certificate No ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: 6307J366586TIL17 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury', "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement shall not increase the limits of insurance described in Section III — Limits Of Insurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- CG D4 14 04 08 plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to "other insurance" available to the additional in- sured which covers that person or organization as a named insured for such Toss, and we will not share with that "other insurance". But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible "other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "other insurance". 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: 2008 The Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY I. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to Page 2 of 2 any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. © 2008 The Travelers Companies, Inc. CG D4 14 04 08 Policy Number: 6307J366586TIL17 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ARCHITECTS, ENGINEERS AND SURVEYORS INDUSTRYEDGE SM ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured B. Incidental Medical Malpractice C. Reasonable Force — Bodily Injury Or Property Damage D. Non -Owned Watercraft — Increased To Up To 75 feet E. Aircraft Chartered With Pilot F. Extension Of Coverage — Damage To Premises Rented To You G. Personal Injury — Assumed by Contract H. Increased Supplementary Payments I. Additional Insured — Owner, Manager Or Lessor Of Premises J. Additional Insured — Lessor Of Leased Equip- ment K. Additional Insured — State Or Political Subdivisions — Permits Relating To Premises L. Additional Insured — State Or Political Subdivisions — Permits Relating To Operations PROVISIONS A. BROADENED NAMED INSURED — UNNAMED SUBSIDIARIES The Named Insured in Item 1. of the Declarations is amended as follows: The person or organization named in Item 1. of the Declarations and any organization, other than a partnership, joint venture, limited liability com- pany or trust, of which you are the sole owner or in which you maintain the majority ownership in- terest on the effective date of the policy. How - CG D4 15 05 08 (Rev. 10-08) M. Who Is An Insured — Newly Acquired Or Formed Organizations N. Injury To Co -Employees And Co -Volunteer Workers O. Medical Payments Limit P. Knowledge And Notice Of Occurrence Or Offense Q. Other Insurance Condition R. Unintentional Omission S. Waiver Of Transfer Of Rights Of Recovery Against Others To Us When Required By Contract T. Amended Bodily Injury Definition U. Amended Insured Contract Definition — Rail- road Easement V. Additional Definition — Written Contract Re- quiring Insurance ever, coverage for any such additional organiza- tion will cease as of the date, if any, during the policy period, that you no longer are the sole owner of, or maintain the majority ownership in- terest in, such organization. B. INCIDENTAL MEDICAL MALPRACTICE 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission © 2008 The Travelers Companies, Inc. Page 1 of 8 COMMERCIAL GENERAL LIABILITY committed by any of your "employees" who is employed by you as a registered nurse, li- censed practical nurse, emergency medical technician or paramedic, in providing or failing to provide "incidental medical services" or "Good Samaritan services" to a person. 2. The following is added to the DEFINITIONS Section: a. "Incidental medical services" means medical, surgical, dental, laboratory, x-ray or nursing service, treatment, advice or instruction; the related furnishing of food or beverages; the furnishing or dispens- ing of drugs or medical supplies or appli- ances; or first aid. b. "Good Samaritan services" means those medical services rendered or provided in an emergency and for which no remu- neration is demanded or received. 3. The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED Paragraphs (1) (a), (b), (c) and (d) above do not apply to any of your "employees" who are employed by you as a registered nurse, li- censed practical nurse, emergency medical technician or paramedic but only while per- forming the services described in Paragraph 1. above and while acting within the scope of their employment by you. Any such "employ- ees" rendering "incidental medical services" or "Good Samaritan services" will be deemed to be acting within the scope of their employ- ment by you. 4. The following exclusion is added to Para- graph 2. Exclusions of SECTION I — COV- ERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale of Pharmaceuticals "Bodily injury" or "property damage" arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuti- cals committed by or with the knowledge or consent of the insured. 5. The following is added to Paragraph 4.b., Ex- cess Insurance, of SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDI- TIONS: This insurance is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to you or any of your "employees" Page 2 of 8 for "bodily injury" that arises out of providing or failing to provide "incidental medical ser- vices" or "Good Samaritan services", except for insurance purchased specifically by you to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage Part. 6. The following is added to Paragraph 5. of SECTION 111 — LIMITS OF INSURANCE: For the purposes of determining the applica- ble Each Occurrence Limit, all related acts or omissions committed by any of your "employ- ees" in providing or failing to provide "inciden- tal medical services" or "Good Samaritan ser- vices" to any one person will be deemed to be one "occurrence". C. REASONABLE FORCE PROPERTY DAMAGE — EXCEPTION TO EXPECTED OR INTENDED IN- JURY EXCLUSION The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the in- sured. This exclusion does not apply to "bod- ily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. D. NON -OWNED WATERCRAFT — INCREASED TO UP TO 75 FEET 1. The following replaces Paragraph (2) of Ex- clusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge. 2. The following is added to SECTION 11 — WHO IS AN INSURED: Any person who, with your expressed or im- plied consent, either uses or is responsible for the use of a nonowned watercraft that is Tess than 75 feet and not being used to carry per- son or property for a charge is included as an insured under this Coverage Part. © 2008 The Travelers Companies, Inc. CG D4 15 05 08 (Rev. 10-08) E. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any insured; and (b) Not owned by any insured. F. EXTENSION OF COVERAGE — DAMAGE TO PREMISES RENTED TO YOU 1. The following replaces the last paragraph of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAM- AGE LIABILITY: Exclusions c. through n. do not apply to dam- age to premises while rented to you, or tem- porarily occupied by you with permission of the owner, caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explosion, or lightning; or e. Water. A separate limit of insurance applies to this coverage as described in SECTION III — LIM- ITS OF INSURANCE 2. The insurance under this Provision F. does not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Rupture, bursting, or operation of pres- sure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from wa- ter; or c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines. 3. The following replaces Paragraph 6. of SEC- TION III — LIMITS OF INSURANCE Subject to 5. above, the Damage To Prem- ises Rented To You Limit is the most we will pay under Coverage A for the sum of all damages because of "property damage" to any one premises while rented to you, or temporarily occupied by you with permission CG D4 15 05 08 (Rev. 10-08) COMMERCIAL GENERAL LIABILITY of the owner, caused by: fire; explosion; light- ning; smoke resulting from such fire, explo- sion, or lightning; or water. The Damage To Premises Rented To You Limit will apply to all "property damage" proximately caused by the same "occurrence", whether such damage results from: fire; explosion; lightning; smoke resulting from such fire, explosion, or light- ning; or water; or any combination of any of these causes. The Damage To Premises Rented To You Limit will be the higher of: a. $300,000; or b. The amount shown for the Damage To Premises Rented To You Limit in the Declarations for this Coverage Part. 4. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINI- TIONS Section: a. A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for damage to premises while rented to you, or tempo- rarily occupied by you with permission of the owner, caused by: fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or water is not an "insured contract"; G. PERSONAL INJURY — ASSUMED BY CON- TRACT The following replaces Exclusion e., Contractual Liability in Paragraph 2. of SECTION I — COV- ERAGES — COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY: "Advertising injury" for which the insured has as- sumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. H. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: b. Up to $2,500 for cost of bail bonds re- quired because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to fur- nish these bonds. © 2008 The Travelers Companies, Inc. Page 3 of 8 COMMERCIAL GENERAL LIABILITY 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION 1 — COVER- AGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. I. ADDITIONAL INSURED — OWNER, MANAGER OR LESSOR OF PREMISES 1. The following is added to SECTION 11 — WHO IS AN INSURED: Any person or organization that you have agreed in a "written contract requiring insur- ance" to include as an additional insured on this Coverage Part is an insured, but: a. Only with respect to liability for "bodily in- jury" or "property damage" that occurs, or "personal injury" caused by an offense committed, after you have entered into that "written contract requiring insurance"; and b. Only if the "bodily injury", "property dam- age" or "personal injury" is caused, in whole or in part, by acts or omissions of you or any person or organization per- forming operations on your behalf, and arises out of the ownership, maintenance or use of that part of any premises leased to you under that "written contract requir- ing insurance". 2. The insurance provided to such additional in- sured under this Provision 1. is subject to the following provisions: a. The limits of insurance afforded to such additional insured shall be the limits which you agreed to provide in the "writ- ten contract requiring insurance", or the limits shown in the Declarations for this Coverage Part, whichever are less; and b. The insurance afforded to such additional insured does not apply to: (1) Any "bodily injury" or "property dam- age" that occurs, or "personal injury" caused by an offense committed, af- ter you cease to be a tenant in that premises; (2) Any structural alterations, new con- struction or demolition operations Page4of8 performed by or on behalf of such additional insured; or (3) Any premises for which coverage is excluded by another endorsement to this Coverage Part. 3. This Provision 1. does not apply on any basis to any person or organization for which cov- erage as an additional insured specifically is added by another endorsement to this Cover- age Part. J. ADDITIONAL INSURED — LESSOR OF LEASED EQUIPMENT 1. The following is added to SECTION 11 — WHO IS AN INSURED: Any person or organization that you have agreed in a "written contract requiring insur- ance" to include as an additional insured on this Coverage Part is an insured, but: a. Only with respect to liability for "bodily in- jury" or "property damage" that occurs, or "personal injury" caused by an offense committed, after you have entered into that "written contract requiring insurance"; and b. Only if the "bodily injury', "property dam- age" or "personal injury" is caused, in whole or in part, by acts or omissions of you or any person or organization per- forming operations on your behalf, in the maintenance, operation or use of equip- ment leased to you by such additional in- sured. 2. The insurance provided to such additional in- sured under this Provision J. is subject to the following provisions: a. The limits of insurance afforded to such additional insured shall be the limits which you agreed to provide in the "writ- ten contract requiring insurance", or the limits shown in the Declarations for this Coverage Part, whichever are less; and b. The insurance afforded to such additional insured does not apply: (1) To any "bodily injury" or "property damage" that occurs, or "personal in- jury" caused by an offense commit- ted, after the equipment lease ex- pires; or (2) If the equipment is leased with an operator. © 2008 The Travelers Companies, Inc. CG D4 15 05 08 (Rev. 10-08) 3. This Provision J. does not apply on any basis to any person or organization for which cov- erage as an additional insured specifically is added by another endorsement to this Cover- age Part. K. ADDITIONAL INSURED — STATE OR POLITI- CAL SUBDIVISIONS — PERMITS RELATING TO PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any state or political subdivision that has issued a permit in connection with premises owned or oc- cupied by, or rented or loaned to, you, is an in- sured, but only with respect to "bodily injury", "property damage", "personal injury" or "advertis- ing injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of advertising signs, awnings, cano- pies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, side- walk vaults, elevators, street banners or decora- tions for which that state or political subdivision has issued such permit. L. ADDITIONAL INSURED — STATE OR POLITI- CAL SUBDIVISIONS — PERMITS RELATING TO OPERATIONS The following is added to SECTION II — WHO IS AN INSURED: Any state or political subdivision that has issued a permit is an insured, but only with respect to "bod- ily injury", "property damage", "personal injury" or "advertising injury" arising out of operations per- formed by you or on your behalf for which that state or political subdivision has issued such permit. However, no such state or political subdi- vision is an insured for: 1. "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of op- erations performed for that state or political subdivision; or 2. "Bodily injury" or "property damage" included within the "products — completed operations hazard". M. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4.a. of SEC- TION II — WHO IS AN INSURED: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy pe - CG D4 15 05 08 (Rev. 10-08) COMMERCIAL GENERAL LIABILITY riod, whichever is earlier. Any such newly ac- quired or formed organization that you report in writing to us within 180 days after you ac- quire or form the organization will be covered under this provision until the end of the policy period, even if there are more than 180 days remaining until the end of the policy period. N. INJURY TO CO -EMPLOYEES AND CO - VOLUNTEER WORKERS The following is added to SECTION II — WHO IS AN INSURED: 1. Your "employees" are insureds with respect to "bodily injury" to a co -"employee" in the course of the co -"employee's" employment by you, or to your "volunteer workers" while per- forming duties related to the conduct of your business, provided that this coverage for your "employees" does not apply to acts outside the scope of their employment by you or while performing duties unrelated to the conduct of your business. 2. Your "volunteer workers" are insureds with respect to "bodily injury" to a co -"volunteer worker" while performing duties related to the conduct of your business, or to your "employ- ees" in the course of the "employee's" em- ployment by you, provided that this coverage for your "volunteer workers" does not apply while performing duties unrelated to the con- duct of your business. 3. Subparagraphs 2.a.(1)(a), (b) and (c) and 3.a. of SECTION II — WHO IS AN INSURED do not apply to "bodily injury" for which insur- ance is provided by paragraph 1. or 2. above. O. MEDICAL PAYMENTS LIMIT The following replaces paragraph 7. of SECTION 111 — LIMITS OF INSURANCE: Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sus- tained by any one person, and will be the higher of: a. $10,000; or b. The amount shown on the Declarations for Medical Expense Limit. P. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2. Duties In The Event of Occurrence, Offense, Claim Or © 2008 The Travelers Companies, Inc. Page 5 of 8 COMMERCIAL GENERAL LIABILITY Suit of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: Notice of an "occurrence" or of an offense which may result in a claim must be given as soon as practicable after knowledge of the "occurrence" or offense has been reported to you, one of your "executive officers" (if you are a corporation), one of your partners who is an individual (if you are a partnership), one of your managers (if you are a limited liability company), one of your trustees who is an individual (if you are a trust), or an "employee" (such as an insurance, loss control or risk manager or administrator) designated by you to give such notice. Knowledge by any other "employee" of an "occur- rence" or offense does not imply that you also have such knowledge. Notice of an "occurrence" or of an offense which may result in a claim will be deemed to be given as soon as practicable to us if it is given in good faith as soon as practicable to your workers' com- pensation, accident, or health insurer. This ap- plies only if you subsequently give notice of the "occurrence" or offense to us as soon as practi- cable after you, one of your "executive officers" (if you are a corporation), one of your partners who is an individual (if you are a partnership), one of your managers (if you are a limited liability com- pany), one of your trustees who is an individual (if you are a trust), or an "employee" (such as an in- surance, loss control or risk manager or adminis- trator) designated by you to give such notice dis- covers that the "occurrence" or offense may in- volve this policy. Q. OTHER INSURANCE CONDITION 1. The following replaces Paragraph 4., Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: 4. Other Insurance If valid and collectible "other insurance" is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance Page 6 of 8 This insurance is primary except when b. below applies. If this insur- ance is primary, our obligations are not affected unless any of the "other insurance" is also primary. Then, we will share with all that "other insur- ance" by the method described in c. below. b. Excess Insurance This insurance is excess over any of the "other insurance", whether pri- mary, excess, contingent or on any other basis: (1) That is Fire, Extended Coverage, Builder's Risk, Installation Risk, or similar coverage for "your work"; (2) That is Fire insurance for prem- ises rented to you or temporarily occupied by you with permission of the owner; That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or tempo- rarily occupied by you with per- mission of the owner; or (4) If the loss arises out of the main- tenance or use of aircraft, "autos", or watercraft to the ex- tent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Li- ability; or That is available to the insured when the insured is an additional insured under any other policy, including any umbrella or excess policy. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any provider of "other in- surance" has a duty to defend the in- sured against that "suit". If no pro- vider of "other insurance" defends, we will undertake to do so, but we will be entitled to the insured's rights against all those providers of "other insurance". When this insurance is excess over "other insurance", we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such "other insurance" would pay for the loss in the absence of this in- surance; and (3) (5) © 2008 The Travelers Companies, Inc. CG D4 15 05 08 (Rev. 10-08) (2) The total of all deductible and self-insured amounts under that "other insurance". We will share the remaining Toss, if any, with any "other insurance" that is not described in this Excess Insur- ance provision. c. Method Of Sharing If all of the "other insurance" permits contribution by equal shares, we will follow this method also. Under this approach each provider of insurance contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, which- ever comes first. If any of the "other insurance" does not permit contribution by equal shares, we will contribute by limits. Under this method, the share of each provider of insurance is based on the ratio of its applicable limit of insur- ance to the total applicable limits of insurance of all providers of insur- ance. 2. The following definition is added to SECTION V — DEFINITIONS: "Other insurance": a. Means insurance, or the funding of losses, that is provided by, through or on behalf of: (1) Another insurance company; (2) Us or any of our affiliated insurance companies, except when the Non cumulation of Each Occurrence Limit section of Paragraph 5. of LIMITS OF INSURANCE (Section III) or the Non cumulation of Personal and Advertis- ing Injury limit sections of Paragraph 4. of LIMITS OF INSURANCE (Sec- tion 111) applies; Any risk retention group; Any self-insurance method or pro- gram, other than any funded by you and over which this Coverage Part applies; or Any similar risk transfer or risk man- agement method. b. Does not include umbrella insurance, or excess insurance, that you bought spe- cifically to apply in excess of the Limits of (3) (4) (5) CG D4 15 05 08 (Rev. 10-08) COMMERCIAL GENERAL LIABILITY Insurance shown on the Declarations of this Coverage Part. R. UNINTENTIONAL OMISSION 1. The following is added to Paragraph 6. Rep- resentations of SECTION IV — COMMER- CIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or uninten- tional error in, any information provided by you which we relied upon in issuing this policy shall not prejudice your rights under this in- surance. 2. This Provision R. does not affect our right to collect additional premium or to exercise our right of cancellation or nonrenewal in accor- dance with applicable insurance laws or regu- lations. S. WAIVER OF TRANSFER OF RIGHTS OF RE- COVERY AGAINST OTHERS TO US WHEN REQUIRED BY CONTRACT The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of SECTION IV — COMMERCIAL GENERAL LI- ABILITY CONDITIONS: We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of: 1. Premises owned by you, temporarily occu- pied by you with permission of the owner, or leased or rented to you; 2. Ongoing operations performed by you, or on your behalf, under a contract or agreement with that person or organization; 3. "Your work"; or 4. "Your products". We waive these rights only where you have agreed to do so as part of a "written contract re- quiring insurance" entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense or "advertising injury" offense is committed. T. AMENDED BODILY INJURY DEFINITION The following replaces the definition of "bodily injury" in the DEFINITIONS Section: "Bodily injury" means bodily injury, mental an- guish, mental injury, shock, fright, disability, hu- miliation, sickness or disease sustained by a per- © 2008 The Travelers Companies, Inc. Page 7 of 8 COMMERCIAL GENERAL LIABILITY son, including death resulting from any of these at any time. U. AMENDED INSURED CONTRACT DEFINITION — RAILROAD EASEMENT 1. Subparagraph c. of the definition of "insured contract" in the DEFINITIONS Section is re- placed by the following: c. Any easement or license agreement; 2. Subparagraph f.(1) of the definition of "in- sured contract" in the DEFINITIONS Section is deleted. V. ADDITIONAL DEFINITION — WRITTEN CON- TRACT REQUIRING INSURANCE The following definition is added to the DEFINI- TIONS Section: Page 8 of 8 "Written contract requiring insurance" means that part of any written contract or written agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. © 2008 The Travelers Companies, Inc. CG D4 15 05 08 (Rev. 10-08) TRAVELERSJ WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) - POLICY NUMBER: UB9J558819TIL17 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization 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 us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FUNISH THIS WAIVER. DATE OF ISSUE: - ST ASSIGN: TRAVELERS.I WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) — POLICY NUMBER: UB9J558819TIL17 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FUNISH THIS WAIVER. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 11/09/2017 Policy No. UB9J558819TIL17 Endorsement No. Insured Premium Insurance Company Travelers Property Casualty Company of America DATE OF ISSUE: - - ST ASSIGN: Countersigned by Page 1 of 1 TRAVELERSJ WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 J9 (00) - POLICY NUMBER: UB9J558819TIL17 KANSAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Kansas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization 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 us, and 1. Such written contract is not a construction contract subject to the Kansas Fairness in Private Construction Contract Act (Kan. Stat. Sections 16-1801 through 16-1807) or the Kansas Fairness in Public Construction Con- tract Act (Kan. Stat. Sections 16-1901 through 16-1908), or any amendments to those laws; or 2. This policy is part of a consolidated or wrap-up insurance program. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FUNISH THIS WAIVER. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to issuance of the policy.) Endorsement Effective 11/09/2017 Policy No. UB9J558819TIL17 Endorsement No. Insured Premium $ Insurance Company Countersigned by Travelers Property Casualty Company of America DATA OF ISSUE ST ASSIGN Page 1 of 1 O Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 42 03 04 ( B) POLICY NUMBER: UB9J558819TIL17 TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule: The premium for this endorsement is shown in the Schedule. Schedule 1. ❑ Specific Waiver Name of person or organization X❑ Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 11/09/2017 Policy No. UB9J558819TIL17 Endorsement No. Insured Premium Insurance Company Countersigned by Travelers Property Casualty Company of America DATE OF ISSUE: ST ASSIGN: © Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved. Page 1 of 1 Policy Number: BA7J365332TILI7 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which CA T3 53 02 15 H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. Page 2 of 4 (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION 11 — COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION 11 — COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER - AG E: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and CAT3530215 COMMERCIAL AUTO (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: Page 4 of 4 The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. CALIFORNIA FORM 700 FAA f'04incni. PRACTICES COM11I:;5i(N A PUBLIC DOCUMENT Please type or print In Ink. STATEMENT OF ECONOMIC INTERESTS COVER PAGE Date Initial Filing Received Official Use Only NAME OF FILER (.A31) LAU (FIRST) (MIDDLE) JEFFREY C 1. Office, Agency, or Court Agency Name (Do not use acronyms) CITY OF LA QUINTA Division, Board, Department, District, if applicable Your Position CONSULTANT ► If filing for multiple positions, list below or on an attachment. (Do not use acronyms) Agency: Position: 2. Jurisdiction of Office (Check at least one box) 0 State 0 Judge or Court Commissioner (Statewide Jurisdiction) 0 Multi -County ❑ County of 0 Other ❑x City of LA.QUINTA 3. Type of Statement (Check at least one box) ❑x Annual: The period covered Is January 1, 2016, through 0 Leaving Office: Date Left —I:I December 31, 2016. (Check one) -Or- The period covered is _1_1 through December 31, 2016. O Assuming Office: Date assumed—J O The period covered is January 1, 2016, through the date of leaving office. -or- O The period covered is through the date of leaving office. O Candidate: Election year and office sought, If different than Part 1: 4. Schedule Summary (must complete) ► Total number of pages Including this cover page: Schedules attached ❑ Schedule A-1 - Investments - schedule attached ❑ Schedule A-2 - Investments - schedule attached ❑ Schedule B • Real Property - schedule attached -or- 12 None - No reportable interests on any schedule ❑ Schedule C - Income, Loans, & Business Positions- schedule attached ❑ Schedule D • Income - Gifts - schedule attached ❑ Schedule E - Income - Gifts - Travel Payments - schedule attached 5. Verification ArI MAILING ADDRESS STREET CITY (Business or Agency Address Recommended - Pubic Document) 13191 CROSSROADS PKWY NORTH #405 CITY OF INDUSTRY STATE ZIP CODE CA 91746 DAYTIME TELEPHONE NUMBER ( 562 ) 364-8526 E-MAIL ADDRESS JLAU@WILLDAN.COM I have used ail reasonable diligence In preparing this statement. I have reviewed this statement and to the best of my knowledge the information contained herein and in any attached schedules is true and complete. I acknowledge this is a public document. I certify under penalty of perjury under the laws of the State of California that the foregoing is true and co Date Signed—.0810121211 /ze/ /7 (month, day, year) Signatu s'vnadrlalefi7nlrat }our filing ollb ) FPPC Form 700 (2016/2017) FPPC Advice Email: advice@fppc.ca.gov FPPC Toll -Free Helpline: 866/275-3772 www.fppc.ca.gov