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LQ Farms-Precision Landleveling/Farming at SilverRock 10CONTRACT SERVICES AND REVOCABLE LICENSE AGREEMENT THIS CONTRACT SERVICES AND REVOCABLE LICENSE AGREEMENT (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic (the "Agency"), and PRECISION LANRLEVELING, INC., a California Corporation (the "Contractor"). RECITALS WHEREAS, Agency desires to utilize the services of Contractor as an independent contractor to provide the Agency with contract farming of the undeveloped property at SilverRock Resort for the purpose of dust and PM10 control. B. Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees. C. Agency desires to retain Contractor, and Contractor desires to serve Agency to perform these services subject to the terms contained herein and all applicable local, state and federal laws and regulations. D. Agency is the owner of U.S. Trademark Registration No. 3,509,881 for the mark SR SILVERROCK (stylized), as well as Application Serial Nos. 78/426623, 77/521788 and 77/661713 to register the mark SR SILVERROCK RESORT (stylized), SR SILVERROCK (stylized) and SR SILVERROCK RESORT (stylized), respectively (collectively the "Trademarks"), which recite a variety of goods and services. The Trademarks are used by Agency in connection with property on which a luxury resort and retail venue and golf course have been developed (the "Propert '). Contractor seeks to use the Trademarks in connection with produce grown and sold on the Property (the "Licensed Goods"). NOW, THEREFORE, in consideration of the performance by the parties of the mutual promises, covenants, and conditions contained herein, the parties agree as follows: L0 SERVICES OF CONTRACTOR 1.1. Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide those services related to approximately 290 undeveloped acres of property at SilverRock Resort (the "Property"), as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Contractor warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. Exhibit "A" also includes the Agency's provision to Contractor of a revocable license, as defined and conditioned in Exhibit "A" and as further governed by this Agreement, for the sole and exclusive purposes of permitting Contractor to use up to 50 acres of the Property (at a specific location as may be determined and relocated by Agency) for the purpose of Contractor growing vegetables and fruit together with the operation of a vegetable/fruit stand. [zst Revised W02l09 _ 1 1.2. Compliance with Law. All services rendered hereunder and all actions taken by Contractor pursuant to the license shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of La Quinta and any Federal, State or local governmental agency of competent jurisdiction. 1.3. Licenses Permits, Fees and Assessments. Except as otherwise specified herein, Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law and for any farming operation or retail sales of vegetables and fruits permitted by the license. Contractor 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 or all actions taken by Contractor pursuant to the license. 1.4. Familiarity with Work. By executing this Agreement, Contractor warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by Agency, it shall immediately inform Agency of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 1.5. Standard of Care. Contractor acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Contractor's services and work will be held to a heightened standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Contractor represents to Agency that it holds the necessary skills and abilities to satisfy the heightened standard of work as set forth in this Agreement. Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Contractor, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by Agency, except such losses or damages as may be caused by Agency's own negligence. The performance of services by Contractor shall not relieve Contractor from any obligation to correct any incomplete, inaccurate or defective work at no further cost to Agency, when such inaccuracies are due to the negligence of Contractor. 1.6. Additional Services. In accordance with the terms and conditions of this Agreement, Contractor shall perform services in addition to those specified in the Scope of Services only when directed in writing to do so by the Contract Officer, provided that Contractor shall not be required to perform any additional services without compensation. Any addition in compensation not exceeding five percent (5%) of the Contract Sum may be approved by the Contract Officer. Any greater increase must be approved by the Agency. 1.7. Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" provisions in Exhibits "A" and "D" which are incorporated herein by this reference and expressly made a part hereof. Last Revised 06/02,09 _2 In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2.0 COMPENSATION 2.1. Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with Exhibit `B" (the "Schedule of Compensation") in a monthly amount of Twenty -Eight Thousand, Seven Hundred and Fifty Dollars ($28,750.00) not to exceed Three Hundred Forty -Five Thousand Dollars ($345,000.00) per year in any full year of the contract (the "Contract Sum"), except as provided in Section 1.6 and except as may be reduced by credit for sales of Sudan grass in Section 2.3. These payments are inclusive of all of Contractor's costs, and no reimbursement will be provided for Contractor's costs and expenses in carrying out these services. The method of compensation set forth in the Schedule of Compensation shall be paid in the manned in Section 2.2 but shall not exceed the Contract Sum. 2.2. Method of Payment. Subject to the reduction specified in Section 2.3, the Contract Sum will be payable in 12 monthly installments of $28,750.00, pending a monthly Performance Schedule (Exhibit C) review by and between the Contractor's representative and the Contract Officer Contractor shall submit to Agency no later than the tenth (loth) working day of such month, in the form approved by Agency'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 labor, time, and materials. (2) Such invoice shall contain a certification by a principal member of Contractor specifying that the payment requested is for work performed in accordance with the terms of this Agreement. Agency will pay Contractor the sum due pursuant to this Agreement no later than thirty (30) days after invoices are received by the Agency's Finance Department. 2.3. Reduction in Contract Sum Upon Sale of Sudan Grass: The Contract Sum for a year shall be reduced by the amount equal to 80% of the Contractor's Sudan grass sales for the prior year (i.e., 80% of the prior year's Sudan grass sales shall be credited against the Agency's obligation to make Contract Sum payments). As noted in the Scope of Services, the Contractor shall be permitted to keep the remaining 20% of sales. The monthly payments specified in Sections 2.1 and 2.2 shall be adjusted downward to reflect one -twelfth of the adjusted Contract Sum. Contractor shall keep detailed records regarding the sales of the Sudan grass and shall Provide an annual accounting of such sales in a form reasonably acceptable to the Agency's Executive Director. All of Contractor's records regarding the sales shall be available to the Agency upon request during business hours, and shall be maintained for at least three years after the termination or expiration of this Agreement. 3.0 PERFORMANCE SCHEDULE 3.1. Time of Essence. Time is of the essence in the performance of this Agreement. 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. Last Revised 06102,09 -3 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 Contractor, 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 Agency, and unusually severe weather, if Contractor 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 his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4. Term. This Agreement shall commence on August 10, 2009 and expires on June 31, 2012 (initial term) unless earlier terminated pursuant to specific terms in this Agreement. This Agreement may be extended for two (2) additional one-year terms upon mutual agreement by both parties (extended term). Unless earlier terminated in accordance with Sections 7.7 or 7.8 of this Agreement, or the Schedule of Performance, this Agreement shall continue in full force and effect until completion of the services. 4.0 COORDINATION OF WORK 4.1. Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: a. Joe Manion, President b. Bret Manion, Secretary It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for Agency to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. The foregoing principals may not be changed by Contractor and no other personnel may be assigned to perform the service required hereunder without the express written approval of Agency. 4.2. Contract Officer. The Contract Officer shall be Steve Howlett, Golf & Parks Manager or such other person as may be designated in writing by the Executive Director of the Agency. It shall be Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Contractor shall refer any decisions which must be made by Agency to the Contract Officer. Unless otherwise specified herein, any approval of Agency required hereunder shall mean the approval of the Contract Officer. Last Revised 060109 --4 4.3. Prohibition Against Subcontracting or Assignment Preventions of Liens. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for Agency to enter into this Agreement. Except as set forth in this Agreement, Contractor shall not contract, subcontract with any other entity to perform in whole or in part the services required hereunder without the express written approval of Agency. In addition, neither this Agreement nor any interest herein (including, without limit the Revocable License) may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of Agency, with approval may be granted or withheld in the Agency's sole and absolute discretion. Any attempted or purported assignment or sub -contracting by Contractor without the Agency's express written approval shall be null, void and of no effect. In addition, Contractor shall take all steps necessary to insure that no supplier of goods or services to Contractor files any notice, lien or similar document against SilverRock Resort and shall be responsible for the immediate removal of any such cloud on the Agency's title to the Property. 4.4. Independent Contractor. Neither Agency nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of Agency and shall remain at all times as to Agency a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall have no power to incur any debt, obligation, or liability on behalf of Agency. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Agency. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement, and to indemnify and hold Agency harmless from any and' all taxes, assessments, penalties, and interest asserted against Agency by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers' compensation laws regarding Contractor and Contractor's employees. Contractor further agrees to indemnify and hold Agency harmless from any failure of Contractor to comply with applicable workers' compensation laws. Agency shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to Agency from Contractor as a result of Contractor's failure to promptly pay to Agency any reimbursement or indemnification arising under this Section 4.4. 4.5. Agency Cooperation. Agency shall provide Contractor with any plans, publications, reports, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to Contractor only from or through action by Agency. 5.0 INSURANCE AND INDEMNIFICATION. 5.1. Insurance. Prior to the beginning any Work under this Agreement and throughout the duration of the term of this Agreement, Contractor shall procure and maintain, at its sole cost, and submit concurrently with its execution of this Agreement, insurance as described herein. All insurance coverage required by this Agreement shall be placed with insurers authorized to do business in the State of California with an A,M, Best and Company rating level of A- or better, Class VI or better, unless otherwise approved by the Agency's Risk Manager in writing. Last Revised 06/02/09 -5 5.1.1. Minimum Coverage. Insurance shall include the following (or broader) coverage: a. Insurance Services Office Commercial General Liability coverage "occurrence" form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate. b. Insurance Services Office form number CA 0001 or equivalent covering Automobile Liability, including hired and non -owned automobile liability with a minimum limit of $1,000,000 per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non -owned and hired auto endorsement to Contractor's commercial general liability policy. C. Contractor shall carry Workers' Compensation Insurance complying with California's worker's compensation laws, including statutory limits for workers' compensation and an Employer's Liability limit no less than $1,000,000 per accident or disease. 5.1.2. Required Endorsements. Liability insurance policies required to be provided by Contractor hereunder shall contain or be endorsed to contain the following provisions: a. Agency, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the Work or related to the Contract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10 with an edition date prior to 2004, or its exact equivalent. Additional insured status for completed operations shall be provided either in the additional insured form or through another endorsement such as CG 20 37 with an edition date prior to 2004. b. General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. Coverage will not be limited to Agency's vicarious liability. C. Liability coverage shall be primary and non-contributing with any insurance maintained by the Agency. d. Each policy required hereunder, and the associated evidence of coverage (including the workers' compensation and employer's liability policies), shall provide that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after 30 days' prior written notice has been given to Agency. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice. Last Revised 06/02/09 .6 C. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of recovery prior to a loss. Contractor waives its right of recovery against Agency. 5.1.3. Verification of Coverage. Contractor shall deposit with Agency within fifteen (15) days of Notice to Proceed of the Contract certificates of insurance evidencing the coverage required hereunder and all required endorsements. 5.1.4. No Waiver or Obligation. There shall be no recourse against Agency for payment of premiums or other amounts with respect to the insurance required to be provided by Contractor hereunder. Any failure, actual or alleged, on the part of Agency to monitor compliance with these requirements will not be deemed as a waiver of any rights on the part of Agency. Agency has no additional obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this Agreement does not comply with these requirements or is canceled and not replaced, Agency has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Agency will be promptly reimbursed by Contractor or Agency will withhold amounts sufficient to pay premium from Contractor payments. 5.1.5. Prompt Notice. Contractor agrees to provide immediate notice to Agency of any claim or loss against Contractor arising out of the work performed under this agreement. Agency 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 Agency. 5.1.6. Subcontractors. Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor approved by Agency. All coverages for subcontractors, if any, shall be subject to all of the requirements stated herein unless otherwise approved in advance in writing by Agency's Risk Manager. 5.2. Indemnification. 5.2.1. Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless Agency, the City and any and all of their officials, employees and agents ("Indemnified Parties") from and against any and all liability, 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, actual attorney fees incurred by Agency, court costs, interest, defense costs including fees of expert Contractors or expert witnesses incurred in connection therewith and any other costs or expenses of any kind whatsoever incurred in relation to, as a consequence of or arising out of or in any way attributable in whole or in part to the performance of this agreement. All obligations under this provision are to be paid by Contractor as the Agency incurs them. Last Revised 06/02/09 _7 5.2.2. Exception to Contractor's Obligation to Indemnify. Without affecting the rights of Agency under any provision of this agreement or this section, Contractor shall not be required to indemnify and hold harmless Agency as set forth above for liability attributable to the sole fault of City or Agency, provided such sole fault is determined by agreement between the parties or by the findings of a court of competent jurisdiction. This exception will apply only in instances where City or Agency is shown to have been solely at fault and not in instances where Contractor is solely or partially at fault or in instances where City's/Agency's fault accounts for only a percentage of the liability involved. In those instances, the obligation of Contractor will be all-inclusive and City/Agency will be indemnified for all liability incurred, even though a percentage of the liability is attributable to conduct of the City/Agency. 5.2.3. Contractor Acknowledgment. Contractor acknowledges that its obligation pursuant to this section extends to liability attributable to City/Agency, if that liability is less than the sole fault of City/Agency. 5.2.4. Indemnity Provisions for Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor, sub tier contractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this section. 5.2.5. No Waiver,• Survival. Failure of Agency to monitor compliance with the requirements of this Section 5.2 imposes no additional obligations on Agency and will in no way act as a waiver of any rights hereunder. Contractor's obligation to indemnify and defend the Indemnified Parties as a set forth herein is binding on the successors, assigns, or heirs of Contractor and shall survive the termination of this Agreement or this section. 5.3. Remedies. In addition to any other remedies Agency may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Agency 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 Contractor to stop work under this Agreement and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. C. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies Agency may have. The above remedies are not the exclusive remedies for Contractor'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 Contractor may be held responsible for Last Revised O6/02109 _g payments of damages to persons or property resulting from Contractor's or its subcontractors' performance of work under this Agreement. 6.0 RECORDS AND REPORTS. 6.1. Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning Contractor's performance of the services required by this Agreement as the Contract Officer shall require. 6.2. Records. Contractor shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principals. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 6.3. Ownership of Documents. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form, which are prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of Agency and shall be delivered to Agency upon termination of this Agreement or upon the earlier request of the Contract Officer, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by Agency of its full rights of ownership of the documents and materials hereunder. Contractor shall cause all subcontractors to assign to Agency any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify Agency for all damages suffered thereby. 6.4. Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Contractor shall not disclose to any other entity or person any information regarding the activities of Agency, except as required by law or as authorized by Agency. 6.5, Confidentiality. Contractor covenants that all data, documents, discussion, or other information, if any, developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor to any person or entity without prior written authorization by Agency. Agency shall grant such authorization if disclosure is required by law. All Agency data shall be returned to Agency upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. 7.0 ENFORCEMENT OF AGREEMENT. 7.1. California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of Last Revised 06/02M _9 California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2. Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so 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 and general welfare, Agency may take such immediate action as Agency 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 Agency's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3. Retention of Funds. Agency may withhold from any monies payable to Contractor sufficient funds to compensate Agency for any losses, costs, liabilities, or damages it reasonably believes were suffered by Agency due to the default of Contractor in the performance of the services required by this Agreement. 7.4. Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. Agency's consent or approval of any act by Contractor requiring Agency's consent or approval shall not be deemed to waive or render unnecessary Agency's consent to or approval of any subsequent act of Contractor. 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. 7.5. Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6. Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7. Termination Prior to Expiration of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 7.8 for termination for cause or as provided for termination of the License. Agency reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the Last Revised 06/02/09 -10 notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. 7.8. Termination for Default of Contractor. If termination is due to the failure of Contractor to fulfill its obligations under this Agreement, Agency may, after compliance with the provisions of Section 7.2, take over work and prosecute the same to completion by contract or otherwise, and Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that Agency shall use reasonable efforts to mitigate such damages), and Agency may withhold any payments to Contractor for the purpose of setoff or partial payment of the amounts owed Agency as previously stated in Section 7.3. 7.9. Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 8.0 AGENCY OFFICERS AND EMPLOYEES• NONDISCRIMINATION. 8.1. Non -liability of Agency Officers and Employees. No officer or employee of Agency shall be personally liable to Contractor, or any successor in interest, in the event or any default or breach by Agency or for any amount which may become due to Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2. Conflict of Interest. No officer or employee of Agency shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Contractor warrants that it has not paid or given and will not pay or give any third party any money or general consideration for obtaining this Agreement. 8.3. Covenant Against Discrimination. Contractor 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 race, color, creed, religion, sex, marital status, national origin or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1. Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Last Revised 06/02/09 -11- Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. To Agency: CITY OF LA QUINTA Attention: Steve Howlett 78-495 Calle Tampico P.O. Box 1504 La Quinta, CA 92247-1504 To Contractor: PRECISION LANDLEVELING Attention: Joe Manion P.O. Box 3028 Indio, CA 92202 9.2. Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 9.3. Exhibits: Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail except as otherwise provided in Section 1.7. 9.4. Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 9.5. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining 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. 9.6. Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. Last Revised 06/02/09 -12 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA REDEVELOPMENT AGENCY, a public bod c orate and politic THOMAS P. GENOVESE, Executive Director Dated: g/5/O APP ED A TO ORM: � THE INE JENSO , gency Counsel La Quinta Redevelopment Agency CONTRACTOR: PRECISION LANDLEVELING, Inc., a California Corporation By: Name: Title: % ✓� Last Revised 06/02/09 —13— Exhibit A Scope of Services 1. Services to be provided Precision Landleveling shall manage the entire 290 acres of undeveloped property at SilverRock Resort. This includes PM10 management and mitigation, installing above ground irrigation and growing Sudan grass to cover the large portion of the undeveloped area, removing current and future weeds including tamarisk trees, removing current and future debris from the property, cleaning the vegetation that grows in the storm water retention area, providing a temporary parking lot that can be used annually for events from November through April, and (subject to the limitations in this exhibit and the Agreement) a 50 acre farm operation. Irrigation. The above ground irrigation will cover the entire perimeter of the undeveloped property and the interior dirt roads including CVWD canal roads. A water truck shall be on site at all times. The above ground irrigation will additionally include providing water for the annual growing of 80 acres of Sudan grass and 40 acres of rye grass. The water costs will be included in the contractors' service. Sudan Grass. Sudan grass will be planted annually over 80 acres and will be maintained throughout the year. There will be a dormant season for the Sudan grass. The dormant grass will still require maintenance and irrigation for weed and dust control. Sudan grass is used by farmers to condition soils because of its abilities to remove salts and impurities from the soil. Sudan grass can be bailed and fed to livestock. Therefore, Contractor may, at its option, bail Sudan grass on the property for sale. Selling the Sudan grass may reduce the overall costs for maintaining the undeveloped property. The price of Sudan grass is directly affected by fuel prices. As fuel prices increase, the price of corn increases. The higher cost for com causes livestock owners to purchase more Sudan grass which is cheaper than corn feed. • Percentage of Sudan Grass Sales Reduces Contract Sum - As an incentive and for compensation, the Contractor is entitled to retain 20% of the price received from Sudan grass sales. The Contract Sum for a year shall be reduced by the amount equal to the remaining 80% of the Contractor's Sudan grass sales for the prior year (i.e., 80% of the prior year's Sudan grass sales shall be credited against the Agency's obligation to make Contract Sum payments). • Annual Yield and Revenue Reports of Sudan Grass Sales - The contractor will provide an annual revenue report for the harvesting of Sudan grass based upon the current market. See Section 2.3 of the Agreement for additional requirements regarding accounting and records. Temporary Parking Lot. The City utilizes the 40 acres located at the northeast corner of SilverRock Resort along with 5 acres on the west side of the driving range for event parking, and has typically had the area planted with rye grass to control dust and make the area usable as a parking area during City sponsored events. As part of the Scope of Services, the contractor will annually plant the rye grass in October and maintain the grassed area through the month of April. Last Revised 06;02i09 -14- This will provide at least six months of a special use area that can be used by the event parking. The contractor will require at least two days notice to remove the temporary irrigation for the use area with no additional cost to the City. Weed Removal. Tumbleweeds and Tamarisk trees are issues that continue to be a problem at SilverRock Resort. The tumbleweeds, when not eradicated, cause problems along Jefferson Street and at the Hideaway Development during wind events. Tamarisk trees are growing throughout the undeveloped property. These trees are difficult to remove and will damage the water features at SilverRock Resort if they are not eradicated. The contractor will annually remove these weeds from the 80 acre Sudan grass area and 40 acre rye grass area. Debris Removal. The perimeter of the SilverRock Resort development is mostly open landscape with a few wall and fence features. Unfortunately, this design provides access to trespassers who occasionally dump debris on the property. The contractor, as part of the services contract, will monitor trespass activity and remove current and future debris. Storm Water Retention Area. A storm water retention basin currently exists on the north section of the undeveloped property along Avenue 52 and just east of the SilverRock Resort entrance. This retention basin is the termination point for the Calle Rondo Channel which collects most of the storm and run-off water from the La Quinta Cove and Village communities. The contractor will annually remove the vegetation that grows within and around the storm water retention area as part of the services contract. REVOCABLE LICENSE 1. GRANT; LIMITATION OF RIGHTS. Agency hereby grants to Contractor a non- exclusive, revocable license over the Licensed Property during the Term for the sole purpose of the activity identified below in Paragraph 3. 2. DESCRIPTION OF LICENSED PROPERTY. The Licensed Property shall consist of up to 50 acres and shall be located on the east side along Jefferson Street at a precise area to be determined by the Agency. The Agency may, upon ninety (90) days written notice, require Contractor to relocate its use of the Licensed Property as described below to an alternative site at SilverRock Resort ,or terminate this License altogether. Agency shall not be liable for any costs incurred by Contractor for relocation or termination and all such costs (including any costs already incurred) shall be borne solely by Contractor; provided, however, that if crops are planted prior to the date of the Agency's notice, then Agency shall compensate Contractor as provided in Paragraph 8 below. 3. USE OF LICENSED PROPERTY. Aside from Contractor's access to the Property for the purpose of performing the Scope of Services, Contractor may use the Licensed Property only for the following purposes: Growing vegetables and fruit together with the operation of a vegetable/fruit stand. The contractor shall not compete with the Old Town Farmers Market and will therefore remain closed on Sundays during the operation of the Farmers Market. 4. CONTRACTOR'S OPERATION. Contractor hereby acknowledges that the Property and Licensed Property is unimproved, undeveloped, and unoccupied. Contractor hereby Last Revised 06/02/09 -15- assumes all risks of injury to person or property associated with the condition of the Property and Licensed Property, and Contractor's use of the Licensed Property is subject to the Indemnity provisions contained above in Agreement Section 5.2. All materials and equipment, if any, shipped or brought to the Property or Licensed Property under this Agreement shall be unloaded, checked and stored at no expense or risk to Agency. Contractor shall retain full responsibility and risk of loss for its materials, equipment and supplies stored on the Property or Licensed Premises. Contractor shall (i) conduct all activity in connection with this License at its sole cost and expense and in a safe manner and workmanlike manner and not allow any dangerous or hazardous conditions created by Contractor or its agents, representatives, consultants or contractors to occur on the Licensed Property during such activity and Contractor shall promptly and diligently cure any such conditions should they occur; (ii) comply with all applicable laws and governmental regulations (including, without limitation, any Hazardous Materials laws); (iii) keep the Licenses Property free and clear of all liens, lis pendens and other liens arising out of the entry or activity performed pursuant to this License; and (iv) provide to the Agency prior to initial entry the certificates of insurance required by this Agreement. 5. SECURITY OF LICENSED PROPERTY. At all times, Contractor shall secure the Licensed Property to permit only lawful activity to occur on site. 6. NO RELOCATION ASSISTANCE. Contractor acknowledges that SilverRock Resort is a redevelopment project and Contractor's use of the Licensed Property is for the short term convenience of the Agency to help with the PM10 and dust control of the site. Contractor irrevocably and absolutely waives, releases and discharges the Agency, the City and any present or former employees, subsidiaries, officers, agents, consultants, attorneys, insurers, successors and assigns of the Agency or City from all claims that Contractor has or may be entitled to Relocation Assistance (defined below) or from all claims that Contractor is or may be deemed "displaced persons" as a result of termination of the License or relocation of the Licensed Property. It is understood and agreed that the Agency and City shall have no liability for any Relocation Assistance, including without limitation, relocation benefits payable under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601, et. seq.) and the implementing regulations thereto, or under Title I, Division 7, Chapter 1 of the Government Code of the State of California (Section 7260, et. seq.) and the California Relocation Assistance and Real Property Acquisition Guidelines (25 C.C.R. § 6000 et sM), or relocation assistance or benefits payable to any owner or tenants (collectively, "Relocation Assistance"). Contractor acknowledges that it has no property interest in the Licensed Property, and that it will have no claim for loss of business, loss of profits, or loss of goodwill upon termination of Contractor's use of the site. 7. REMOVAL OF CONTRACTORS PROPERTY. Upon termination of the License or relocation of the Licensed Premises Contractor shall remove any and all construction, structures, buildings, improvements and fixtures from the Licensed Property at its sole costs and expense. Such removal shall be completed no later than twenty (20) days after termination. If the Contractor does not adequately remove all such property, then the Agency may deduct the cost of doing so from the Contract Sum. last Revised 0602,09 -16- 8. TERMINATION OF LICENSE. This is a revocable License and the Agency may terminate this License at any time and for any reason. Within 90 days of written notification of termination by the Agency, Contractor shall cease using the Licensed Property and shall remove all property as provided in Section 9 and shall restore the Licensed Property to its original condition or such other condition as is satisfactory to the Agency. Notwithstanding this paragraph, if crops are planted prior to the date of the Agency's notice, then Agency shall compensate Contractor for (a) the actual out of pocket cost incurred by Contractor to acquire the crops/seeds/seedlings if such crops/seeds/seedlings were planted less than 90 days prior to the Agency's termination notice or (b) the the actual out of pocket cost incurred by Contractor to acquire the crops/seeds/seedlings as well as the market value of the crops (as agreed to by the Parties) if such crops/seeds/seedlings were planted more than 90 days before the Agency's termination notice. 9. TRADEMARK LICENSE RIGHTS GRANTED (a) General. Agency hereby grants to Contractor, and Contractor hereby accepts, upon the terms and conditions set forth herein, a non-exclusive, non -transferable, non- sublicensable, revocable license to use the Trademarks solely for the marketing and sale of the Licensed Goods. Contractor acknowledges that the Trademarks are owned solely and exclusively by Agency. Contractor hereby acknowledges and agrees that, except as set forth herein, Contractor has no rights, title or interest in or to the Trademarks and that all use of the Trademarks by Contractor shall inure to the benefit of Agency. Contractor agrees that it will not oppose, contest or challenge the validity of the Trademarks or Agency's ownership or registration thereof during the Term of this Agreement. Contractor understands and agrees that it does not have the right to use the Trademarks in any manner that weakens or impairs Agency's rights in and to the Trademarks. If, in Agency's sole determination, Contractor's use of the Trademarks weakens or impairs Agency's rights in and to the Trademarks, then Contractor agrees to immediately terminate or modify such use in accordance with Agency's instructions. In the event Contractor fails to terminate or modify such use as directed by Agency within ten (10) business days of having been notified by Agency, then Agency may terminate this Agreement. (b) Quality Standards. Upon Agency's request, Contractor shall furnish to Agency, at no expense to Agency, samples of License Goods offered by Contractor in connection with the Trademarks. Agency shall control the quality of all materials bearing the Trademarks and Contractor's use of the Trademarks. If Agency believes that the Trademarks are being used in a manner that could diminish Agency's rights in or protection of the Trademarks, Contractor agrees, at Contractor's sole cost and expense, to make whatever changes and/or corrections Agency deems necessary to protect the Trademarks. Contractor agrees that it shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of Agency or the Trademarks. Licensee agrees to comply with all applicable local, state and federal laws and, at all times, to conduct its activities under this Agreement in a lawful manner. (c) Use and Display of Licensed Marks. Contractor agrees to use the Trademarks solely in the manner that Agency shall specify from time to time in Agency's sole discretion. After the Effective Date of this Agreement, all literature and materials printed, distributed or Last Revised 06,02/09 -1 electronically transmitted by Contractor containing the Trademarks shall include the following notice: SILVERROCK and the SILVERROCK Logo are trademarks of the City of La Quinta. (d) Effect of Termination. Upon the termination of this Agreement, all rights granted to Contractor hereunder shall immediately revert to Agency. Thereafter, Contractor will refrain from further use of the Trademarks or any further reference to the Trademarks in connection with the sale or offering of any goods or services. (e) Cooperation and Protection. In the event any third party asserts a claim for infringement or unfair competition against Contractor based on allegedly superior rights in the Trademarks, or marks similar thereto, Contractor shall promptly notify Agency of said claim. Contractor agrees to cooperate with and assist Agency in protecting and defending the Trademarks against any claim, at Agency's expense; provided, however, that Agency shall have the sole right to determine whether any action shall be taken on account of any such infringement, claim or action. Contractor shall not take any action on account of any such infringement, claim or action without the prior written consent of Agency. SPECIAL REQUIREMENTS 1. ENVIRONMENTAL. (a) Approved List of Fertilizers and Pesticides- Only non -restricted and approved products will be used on the Property as identified on Exhibit "D" SilverRock Resort property. (b) Address Concerns Regarding Odors- Manure will not be used on the property, only dry and liquid fertilizers which do not have lingering odors. (c) Liability - Contractor shall be liable and responsible for the clean-up of any Hazardous Materials (defined below) or environmental contamination, which occur as a result of, or arises in connection with, any activities conducted by Contractor, its employees, agents, subcontractors or representatives, under this Agreement and shall indemnify and hold Agency and City of La Quinta harmless from and against any and all claims, losses, damages and injuries of any nature whatsoever resulting from or arising out of Contractor's activities under this Agreement, except to the extent resulting from the gross negligence or willful misconduct of Agency, its employees, agents, contractors or representatives. Contractor's obligation to observe and perform this covenant shall survive the expiration or other termination of this Agreement. If any toxic or chemical Hazardous Materials attributable to Contractor, its agents, employees, on -site subcontractors, or invitees, or the activities of any of them, are found in the soil, air, surface or ground water on, under or about the Property, Contractor, at its sole expense, shall promptly take any and all actions necessary to return the Property to the condition existing prior to the introduction of such Hazardous Materials to the Property in accordance with applicable laws and the requirements of all governmental agencies with jurisdiction, provided that Agency's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld. If Contractor causes or permits a Last Revised 06/02/09 -1 significant release of Hazardous Materials or is in material noncompliance with any applicable law or requirement of this Section, Agency may make a reasonable demand for action upon Contractor. If Contractor does not respond within thirty (30) days (unless there is an emergency, in which case Contractor shall be required to respond as soon as practicable), Agency may, at its option, take reasonable actions to remedy the release or noncompliance at Contractor's sole expense, which sums shall be immediately due and payable to Agency as additional compensation. At any time during the tern of this Agreement, Contractor shall, if required by any governmental agency, promptly take whatever steps are necessary to investigate and remedy any contamination by Hazardous Materials caused by Contractor, its agents, employees, on -site subcontractors or invitees. (d) For purposes of this Agreement, the term "Hazardous Materials" shall mean (1) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including, but not limited to, substances deemed as "hazardous wastes," "hazardous materials," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA "), 42 U.S.C. § 9601 et seq.; the Toxic Substance Control Act ("TSCA"), 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act ( "RCRA"), 42 U.S.C. § 9601, et seq.; the Clean Water Act ("CWA"), 33 U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300 et seq.; the Clean Air Act ("CAA"), 42 U.S.C. § 7401 et seq.; the Hazardous Waste Control Law, California Health and Safety Code § 25025 et seq., the Carpenter -Presley -Tanner Hazardous Substance Account Act, California Health and Safety Code, Division 20, Chapter 6.8, the Hazardous Materials Release Response Plans and Inventory Act, California Health and Safety Code, Division 20, Chapter 6.95, The Underground Storage of Hazardous Substances Act, California Health and Safety Code, Division 20, Chapter 6.7, the Porter -Cologne Act, California Water Code § 13050 et seq. and in any permits, licenses, approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines promulgated pursuant to the preceding laws or other similar federal, state or local laws, regulations, rules or ordinances now or hereafter in effect relating to environmental matters (collectively the "Environmental Laws"); and (ii) any other substances, constituents or wastes subject to any applicable federal, state or local law, regulation, ordinance or common law doctrine, including any Environmental Law, now or hereafter in effect, including, but not limited to, (A) petroleum, (B) refined petroleum products, (C) waste oil, (D) waste aviation or motor vehicle fuel, (E) asbestos, (F) lead in water, paint or elsewhere, (G) radon, (H) polychlorinated biphenyls (PCB's) and (1) urea formaldehyde. Last Revised 06/02,09 -19- Exhibit B Schedule of Compensation Payment under this Agreement shall be monthly amount of Twenty -Eight Thousand, Seven Hundred and Fifty Dollars ($28,750.00) not to exceed Three Hundred Forty -Five Thousand Dollars ($345,000.00) per year in any full year of the contract. The monthly payment is subject to downward adjustment pursuant to Section 2.3 of the Agreement. The monthly payments are inclusive of costs and expenses incurrent by Contractor. No reimbursables are provided for by the Agreement and such costs and expenses shall be the sole responsibility of Contractor. Additional authorized services beyond the scope of services outlined in this Agreement and in Exhibit A will be billed at Contractor's then current hourly consulting rates. Contractor's current hourly rates are set forth in the attached rate schedule. Last Revised 06/02,09 -20 PRECISION LnNDLEVEUNG & CusTom FARmiNG .=� .. 44-41 ] GOM Cen[er 12rkway. Suite 12 • IOtlio. CA 922DI • ]6034]-1585 • Fax ]60-34]-2295 s Disking- $45.00 per acre Sprinkler Pipe- $25.00 perjoint per month Mowing- $85.00 per acre Labor- $45.00 per acre Plowing- $65.00 per acre Deep Ripping- $75.00 per acre Watertwek-$l00.00 per day Lasering-$150.00 per hour $800.00 per acre to plant & grow poster Pump- $2300.00 per month plus diesel Last Revised 06/02/09 —21- Exhibit C Schedule of Performance Contractor shall complete all services in accordance with the Schedule of Performance set forth below and made a part of this Agreement: December Irrigation for Roads and Perimeter Sudan Grass Temporary Parking Lot Weed Removal Debris Removal Storm Water Retention Area Irrigation Retention Pond Farm Operation Last Revised 06/02/09 -22 Exhibit D Special Requirements Contractor shall provide an approved list of fertilizers and pesticides. Only these non- restricted products will be used on the SilverRock Resort property. hst Revised O6/02/09 -23 AGO D CERTIFICATE OF LIABILITY INSURANCE OPID DB °^�'""°°"""^ PRECI-2 07 21 09 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ISO Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE The Willingham 6 Frederick Agy HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 2469 Pomona Rd. , Ste. 101 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Corona CA 92080-6983 Phone:951-278-1388 Far:951-278-0664 INSURERS AFFORDING COVERAGE NAIC0 INSURE INSURER A, ANCO Insurance Company INSURER B: Precision Landleveling Inc INSURER C. Joe Manion - P.OI Hor 30 02 INSURER07 Indio CA 9922 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TEMA OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN WAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE POLICY NUMMM OA GATE LISTS A GENERAL LIABILITY X coinaRcIAGENERAL LIABILITY CLAMS MADE ®OCCUR FPK FMP 7071205460 12/31/00 12/31/09 EACH OCCURRENCE $1000000 PREMN)ESEeo�rrEa 1 $300000 MED EV(A,rym Pa ) $5000 PERSONALSADVIWURY $1000000 GENERAAOOREGATE s2000000 GENL AGGREGATEPLOWAPPLIES PER: POLICY JECT X LOC PRODUCTS -COIPIOP AGO $1000000 A AUTOMOBILE LIABILITY ANY AUTO ALLOWNEOAUTOS SCHEDULEDAIROB HIRED AUTOS _ NON40VJNED AUTOS FPR BA 7871205460 12/32/08 12/31/09 COMBINED SINGLE LIMIT $1000000 X BODILY INJURY (Pwl BODILY INJURY (PM ad" $ FROPEATY DAMAGE (Pa eeri$NII) $ OARACELUUMI ANYA/TO AUTO WILY-FAACCIDENT $ OTHERTHAN EAACC AUTO ONLY. AGO s $ OXCESSAMBRELIALYBMM OCCUR CLAMS MADE DEDUCTIBLE RETENTION S EACH OCCURRENCE s AGGREGATE S s S s WORILFJISCOKPENSATONANO EMPLOYERS LIABILITY ANY PROPRIETORIPARTNENE:fECUIVE OFFICERME"BER EXCWDEDT WIN. dmrbeSIGNS Dopy TORY MITE ER EL EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYE s EL DISEASE -POLICY LIMIT $ A OTHER Auto Phys Damage FPK FMB 7871205460 $500 MO. CUR A O)LLISIO 12/31/08 12/31/09 Limit 250,000 DESCRaiMN OF OPERATIONS LOCATIONS I VEHICLES EXCLUSIONS ADDED BY ENDORSEMENT ISPECIAL PROVISIONS *Exception: 10 Day notice of cancellation due to non-payment of premium. City of LaQuinta is named as an additional insured with regard to the planting of barley for dust control. CERTIFICATE HOLDER CANCELLATION LA=50 SHOULD ANY OF THE ABOVE DESCRIBED POI OF Be CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUmG NSURERWILL ENDEAVOR TO MAIL *30 DAYBWRITTEN NOTICE TO ME CERTIFICATE HOLDER NAKED TO THE LEFTT, BUT FAILURE TO 0080 SHALL City of La Quinta P.O. Box 1504 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KING UPON THE INSURER, ITS AQENTS OR REPREBENTATNEB La Quinta CA 92247-2504 i ACORD 25 (2001108) w Acuku cuRPORA OW m"B DECLARATIONS -Continued ITEM THREE -SCHEDULE OF COVERED AUTOS YOU OWN Policy No.: FPK BA 7881205460 AUTO NO. 41 VEHICLE DESCRIPTION 2004 FORD F350 AN NUMBER 1 FDWF36P64EC28698 OCNI SYMBOL 35 498 AGE 1 6 STATED AMOUNT GVW/GCW M RADIUS I L USE S PRINCIPAL GARAGING THERMAL, CA 92274 TERRITORY 0069 LOSS PAYEE FORD MOTOR CREDIT 260 NORTH INTERSTATE PARKWAY ATLANTA, GA 30339 CLASS CODE 2149NO COVERAGES - PREMIUMS, LIMITS AND DEDUCTIBLES LIABILITY P. LP. MED PAY UM BI COLL WAIVER LIMITIDED 1,000 000 See P.LP Endorsement 5,000 300, 000 PREMIUM 748.00 50.00 62.00 11.00 COMPREHENSIVE COLLISION TOTAL LIMITIDED 500 Deductible 500 Deductible Days PREMIUM PREMIUM 101.00 196.00 1,168.00 AUTO NO. 42 VEHICLE DESCRIPTION 1989 FORD AN NUMBER 1FTHF26MOKPB31035 OCNI SYMBOL AGE 6 STATED AMOUNT GVWtGCW L RADIUS L USE S PRINCIPAL GARAGING THERMAL, CA 92274 TERRITORY 0069 LOSS PAYEE Cuss CODE 0149940 COVERAGES - PREMIUMS, LIMITS AND DEDUCTIBLES LIABILITY PrP, MED PAY UM BI UM PD LIMITIDED 11000,000 See P.I.P Endorsement 5,000 300,000 3,500 PREMIUM 713.00 50.00 62.00 15.00 TOTAL LIMIT/DED Deductible Deductible Days PREMIUM PREMIUM 840.00 AUTO NO. 45 VEHICLE DESCRIPTION 2001 CHEVROLET TAHOE BASE AN NUMBER 1GNEC13TOIRIB4701 OCR, SYMBOL 11 AGE 6 STATED AMOUNT GVWIGCW RADIUS USE PRINCIPAL GARAGING THERMAL, CA 92274 TERRITORY 0069 LOSS PAYEE CLASS CODE 899012 COVERAGES - PREMIUMS, LIMITS AND DEDUCTIBLES LIABILITY P.I.P. MED PAY UM BI COLL WAIVER LIMITIDED 1,000,000 See P.I.P Endorsement 5,000 500,000 PREMIUM 446.00 25.00 106.00 11.00 ' COMPREHENSIVE COLLISION RENTAL REIMB. TOTAL LIMITIDED 500 Deductible 500 Deductible $ 50/ 30 Days PREMIUM PREMIUM 156.00 212.00 47.00 1,003.00 AUTO NO. 46 �AZHICLEDESCMPTION 2002 FORD F-250 SUPE AN NUMBER 1 FTNW21 F32ED79835 OCNI SYMBOL 17 AGE 6 STATED AMOUNT GVWIGCW RADIUS USE PRINCIPAL GARAGING THERMAL, CA 92274 TERRITORY 0D69 LOSS PAYEE CLASS CODE 899D20 COVERAGES - PREMIUMS, LIMITS AND DEDUCTIBLES LIABILITY P.I.P. MED PAY UM BI COLL WAIVER LIMITIDED 1, 000,000 See P.I.P Endomement 5.000 300,000 PREMIUM 577.00 33.00 106.00 11.00 COMPREHENSIVE COLLISION RENTAL REIMB. TOTAL LIMITIDED $00 Deductible 500 Deductible $ SO/ 30 Days PREMIUM PREMIUM 262.00 330.00 47.00 1,366.00 Absence of a deductible Or limit entry in any column means that the limit or deductible, if any, in the corresponding ITEM TWO Column applies instead. EKB043 78NX 2008331 INSURED COPY FPK BA 7881205460 661315W 78 0006183 DECLARATIONS -Continued ITEM THREE -SCHEDULE OF COVERED AUTOS YOU OWN Policy No.: FPK BA 7881205460 AUTO No 27 VEHICLE DESCRIPTION 2000 FORD F-260 SUPE VIN NUMBER i FTNX21 F1 YEA65034 OCN/ SYMBOL 16 AGE 6 STATED AMOUNT GVW/GCW RADIUS L USE PRINCIPAL GARAGING THERMAL, CA 92274 TERRITORY 0069 LOSS PAYEE ADDITIONAL INSURED FORD MOTOR CREDIT PO BOX 239850 LAS VEGAS, NV 89105-9850 CLASS CODE 899012 COVERAGES - PREMIUMS, LIMITS AND DEDUCTIBLES LIABILITY P.LP. MET PAY UM BI COLL WAIVER LIMITIDED 1 000 000 See REP EndorsemeM 5,000 300,000 PREMIUM 446.00 25.00 106.00 11.00 COMPREHENSIVE COLLISION TOTAL LIMITIDED SOO Deductible 500 Deductible Days PREMIUM PREMIUM 164. 00 212.00 964.00 AUTO NO. 28 VEHICLE DESCRIPTION 19M FORD 8000 WTR TRK VIN NUMBER IFTXR132AOLVA24718 OCNI SYMBOL AGE 6 STATED AMOUNT GVWIGCW L RADIUS L USE F PRINCIPAL GARAGING THERMAL, CA 92274 TERRITORY 0069 LOSS PAYEE CLASS CODE 7993000 COVERAGES - PREMIUMS, LIMITS AND DEDUCTIBLES LIABILITY P.I.P. MED PAY UM BI UM PD LIMITIDED 1,000,000 See P.LP EndorsemeM 5,000 3001000 3,500 PREMIUM 97.00 8.00 62.00 15.00 TOTAL LIMITIDED Deductible Deductible Days PREMIUM PREMIUM 182.00 AUTO NO. 31 VEHICLE DESCRIPTION 1995 DODGE SERVICE TRK VIM NUMBER 1BSMC36C3SS313048 OCN/ SYMBOL AGE 6 STATED AMOUNT GVW/GCW M RADIUS L USE S PRINCIPAL GARAGING THERMAL, CA 92274 TERRITORY 0069 LOSS PAYEE cuss CODE 2149840 COVERAGES - PREMIUMS, LIMITS AND DEDUCTIBLES LIABILITY P.I.P. MED PAY UM BI UM PD LIMIT/DED 1,000,000 See P.I.P EndorsemeM 5,000 300,000 3,500 PREMIUM 748.00 50.00 62.00 15.00 TOTAL LIMITIDED Deductible Deductible Deys PREMIUM PREMIUM 875.00 AUTO NO. 40 VEHICLE DESCRIPTION 2000 HOMEMADE TRAILER WIWELDER/DRILUSAW VIM NUMBER CASIS192 OCN/ SYMBOL 7,000 AGE 6 STATED AMOUNT GVW/GCW TR RADIUS L USE PRINCIPAL GARAGING INDIO, CA 9MI-3028 TERRITORY 0089 LOSS PAYEE CLASS CODE 6049940 COVERAGES - PREMIUMS, LIMITS AND DEDUCTIBLES LIABILITY P.I.P. UM BI UM PD LIMITIDED 1,000r000 See P.I.P EndorsemeM 300,000 3,500 PREMIUM 71.00 INCL. 15.00 COMPREHENSIVE TOTAL LIMIT/DED 1,000 Deductible Deducible Days PREMIUM PREMIUM 23.00 109.00 Absence of a deductible or limit entry in any column means that the limit or deductible, if any, in the corresponding ITEM TWO column applies instead. EKBO43 78NX 2DDS331 INSURED COPY FPK BA 7381205460 661315588 78 OOD6182 POLICYHOLDER COPY NK STATE P.O.13OX 420807, SAN FRANCISCO,CA 94142-0807 COMPENSATION INSURANCE FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 07-21-2009 GROUP: 000913 POLICY NUMBER: 00000E9-2009 CERTIFICATE ID 46 CERTIFICATE EXPIRES: 07-01-2010 07-01-2008/07-01-2010 CITY OF LA QUINIA NK PO BOX 1504 LA QUINTA CA 92247-1504 This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period Indicated This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend. extend or alter the coverage afforded by the policy listed herein Notwithstanding any requirement term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain. the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. THORIZED REPRESENTATI&J PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT M1600 - BRET MANION VP SEC - EXCLUDED. ENDORSEMENT O'1600 - JOE MANION PRES TRES - EXCLUDED. ENDORSEMENT M2055 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 07-01-2002 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. EMPLOYER PRECISION LANDLEVELING INC NK PO BDX 3028 INDIO CA 92202 [B1A,NKj Ev.2-051 PRINTED : 07-21-2000 k ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT This Assignment and Assumption Agreement and Consent (this "Assignment") is entered by PRECISION LANDLEVELING INC., a California corporation ("Contractor"), LA QUINTA FARMS, LLC, a California limited liability company ("Assignee") and, for the purpose of providing consent to this Assignment, the La Quinta Redey_e,}opment Agency, a public body, corporate and S politic (the "Agency"), as of the '^day ofQ" 1 2010 ("Effective Date"), with reference to the following facts: v d A. Contractor and the Agency, have entered into that certain Contract Services and Revocable License Agreement dated as of August 5, 2009 (the "Agreement"). B. In accordance with Section 4.3 of the Agreement (i) Contractor now desires to assign all of its obligations and its right, title, and interest in and to the Agreement to Assignee, (ii) Assignee desires to accept such assignment on, and subject to, the terms and conditions set forth in this Assignment and (iii) Agency desires to consent to the assignment of the Agreement on, and subject to, the terms and conditions set forth in this Assignment. C. Capitalized terms not defined herein shall have the same meaning as set forth in the Agreement. THEREFORE, the parties agree as follows: 1. Assignment. Commencing on the Effective Date, Contractor assigns and transfers to Assignee all of Contractor's rights in, under and to the Agreement, and all of Contractor's obligations arising under the Agreement. 2. Acceptance and Assumption. Commencing on the Effective Date, Assignee hereby accepts from Contractor all of Contractor's rights in, under and to the Agreement, and agrees to assume all of Contractor's obligations arising under the Agreement, and Assignee agrees to timely discharge, perform or cause to be performed and to be bound by all of the liabilities, duties and obligations imposed in connection with the Agreement to the same extent as if Assignee had been the original party thereto. 3. Conforming Provisions of Agreement. A. Section 4.1 of the Agreement (entitled "Representative of Contractor") is revised to delete the following: "b. Bret Manion, Secretary." 21561015610-0065 1097671.02 .06110110 A - - s B. Section 9.1 of the Agreement (entitled "Notice") is revised to delete the address of the Contractor and replace it with the following: La Quinta Farms, LLC Attn: Joe Manion 82372 Samantha Court Indio, CA 92201 4. Further Assurances. Each party hereto hereby agrees to execute any additional documents, and take any further actions necessary to effect or evidence the assignment and assumption set forth in Sections 1 and 2 above. 5. Agency Consent. Agency consents to the Assignment. Any further assignment, as defined in Section 4.3 of the Agreement, will continue to require Agency consent in the manner provided therein. 6. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 7. Miscellaneous. This Assignment shall be binding on and inure to the benefit of the parties and their respective successors and assigns. The paragraph headings of this Assignment are for convenient reference only and shall not be used in interpreting this Assignment. 8. California Law. This Assignment shall be governed by and interpreted in accordance with the internal laws of the State of California, without regard to conflict of law principles. 9. Costs of Dispute Resolution. In the event of any action or proceeding brought by any party against any other parties under this Assignment, the prevailing parties shall be entitled to recover from the non - prevailing parties all costs and expenses, including attorneys' and experts' fees and expenses, in such action and proceeding in such amount as the court may adjudge reasonable. The prevailing parties shall be determined by the court based upon an assessment of which party's major arguments made or positions taken in the proceedings could fairly be said to have prevailed over the other parties' major arguments or positions on major disputed issues. [SIGNATURES INCLUDED ON FOLLOWING PAGE] 2156/015610-0065 1097671.02 a06110/10 -2- 4.. IN WITNESS WHEREOF, the parties have executed this Assignment as of the date and year first above written. "AGENCY" CITY OF LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic Thomas P. Genovese, Executive Director ATTEST - Veronica J. ontecino, CMC Secretary a. Quinta'Re'development Agency APPROVED AS TO FORM: L AMKat4henneJe, Agency Counsel La Quinta Redevelopment Agency 2156/015610-0065 1097671.02 a06/10/10 -3- "CONTRACTOR" PRECISION LANDLEVELING INC., a Califor i Corp o tion , By: Its: pir�s/oE�r "ASSIGNEE" LA QUINTA FARMS, LLC, a California liymit i bility company s IYS /Lc�/ ERT IACORy_ CERTIFICATE OF LIABILITY INSURANCE DIPIDUZ 2 DAD7 22DNYYV /10 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ISU Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE %'4e Willingham 6 Frederick Agy HOLDER. THIS CERTIFICATE DOES NOT AMEND I FJ(TEhD PR .(V➢ 2469 Pomona Rd., Ste. 101 ALTER THE COVERAGE! AFFORDED BY THE POLICIES BELOW. tit Corona CA 92880-6983 Phone:951-278-1388 Fax:951-278-0664 INSURERS AFFORDING COVERAGE NAIC# INSURED I I INSURER A: Nationwide Mutual Ina Co 1 23787 LaOuinta Farms, LLC 82372 Samantthha Ct. Indio CA 92201 INSURER C: INSURER D: INSURER E THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING AHY REQUIREMENT. TERM OR COMMON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO NMICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR SR TYPE OF INSURANCE POLICY NUMBER -POMY EFFECTIVE DATE MWD POLICY EXPIRATION DATE MID Una$ GENERAL LIABILITY EACH OCCURRENCE $1 000 000 A X COMMERCIPLGENER/LLLIABILITY CLAIMS MADE X❑ OCCUR FPK7804473587 04/27/10 04/27/11 PREwSESE.am.ence $100 000 MED EXP (Any we pereon) s5,000 A FPK7804473597 04/27/10 04/27/11 PERSONAL SADVINJURY $1 000 000 GENERAL AGGREGATE 32,000 000 GENL AGGREGATE LIMIT APPLIES PER: -1 7POLICY JEL4T LOC PRODUCTS -COMP/OP AGG S2,000 000 AUTOMOBILE LWBILRY ANY AUTO cci ED ent) SINGLE LIMIT (a accident) $ 1 , 000 , 000 ALLOWNEDAUTOS X SCHEOUIEDAUT03 FPKBA7804473587 04/27/10 04/27/11 BODILY INJURY (Par Pe•aaa) S X HIRED AUTOS NON -OWNED AUTOS BODILY INJURY (Par accident) $ PROPERTY DAMAGE (Par amenA) S GARADELUBIury AUTO ONLY. EAACCIDENT 3 ANYAUTO OTHER THAN EAACC 3 S AUTOONLY: AGO EXCESSNMBRELLALIAMOTY OCCUR CLAIMS MADE EACH OCCURRENCE S AGGREGATE S S DEDUCTIBLE 3 RETENTION S S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY TORYLBARS ER E.L. EACH ACCIDENT I: JWY PROPRIETORIPARTNER/EXECUTNE OFFICERBAEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE S I,yea UMaYEe under SPEGIN. PROVISIONS Dales. E.L. DISEASE-POLICYLAUT S OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT SPECIAL PROVISIONS City insureds of LaQuinta is named as an additional insured in respect to our operations. I LAQU150 SHOULD ANY OF THE ABOVE DESCRBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYSYMBREN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL City Of La Quinta IMPOSE NO OBLIGATION VEILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR P.O. Box 1504 sENTATIVES. La Quinta CA 92247-1504 A e L ... —" �--•—"'^I �� - `� BI AL:VKU GUKYUKA I ION TSBU JUL. 16, 2916 '2:26FM SCIF_BROKER_UNIT-NK N0. 5464 F. 2 P.O. BOX 420807, SAN FRANCISCO, CA 94142.0807 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE JULY t6, 2010 r CITY OF LA QUINTA PO BOX 1504 LA DUTNTA CA 92247-1504 L POLICY NUMBER:1940438 — 10 CERTIFICATE EXPIRES:7_1-11 JOB: INCEPTION DATE 07/16/10 STOCK,TON DISTRICT OFFICE This is to Certify that we have Issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon ten days' advance written notice to the employer. We will also give you TEN days' advance notice should this policy be candelled prior to its normal expiration, This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the Insurance afforded by the policy described herein is subject to all the terms, exclusions and conditions of such policy. dqa�`� %AA�� AUTHORIZED REPRESENTATIVE INTERIM PRESIDENTAND CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS; $I,000,000 PER OCCURRENCE. EMPLOYER f- LA QUINTA FARMS, LLC 8237^c SAMANTHA COURT INDIO CA 92201 L q@12W *Sgs 102E2 (AEV. 01.10) THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, ADDITIONAL INSURED • OWNERS, LESSEES, OR CONTRACTORS • SCHEDULED PERSON OR ORGANIZATION This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Name of Person or Organization: CITY OF LA QUINTA PO BOX 1504 LA QUINTA, CA 922471504 Project Name: Project Location: SCHEDULE CC 70 57 (03.96) (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) Is amended to Include as an Insured, the person or organization shown in the Schedule, but only with respect to acts or omissions of the named insured in connection with the named insured's ongoing operations. As respects coverage provided by this endorsement to the person or organization shown in the schedule, coverage does not apply to "bodily injury' to an "employee" of the named insured. CG 70 57 (03-96) FPK ABPO7804473587 7805 10119 AGENT COPY 78 0008889 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is entered into by and between LA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Assignor"), and CITY OF LA QUINTA, a California municipal corporation and charter city ("Assignee"), as of this $4-day of April, 2011, with reference to the following facts: A. Assignor and Precision Landleveling Inc, a California corporation ("Precision"), entered into that certain Contract Services and Revocable License Agreement dated on or about August 4, 2009, pertaining to, among other things, the management and maintenance of the SilverRock Resort property (the "Agreement"). B. On or about July 8, 2010, Precision assigned all of its rights and obligations under the Agreement to La Quinta Farms, LLC, a California limited liability company. C. On or about March 4, 2011, Assignor transferred all of its interests in the SilverRock Resort property to Assignee. D. Assignor now desires to assign and transfer to Assignee, and Assignee desires to accept from Assignor, all of Assignor's right, title and interest in and to the Agreement. NOW THEREFORE, Assignor and Assignee agree as follows: 1. Assignment. Assignor hereby assigns, conveys, transfers and delivers to Assignee all of Assignor's right, title, and interest in and to the Agreement, and Assignee hereby accepts such assignment and agrees to assume performance of all terms, covenants and conditions occurring or arising under the Agreement as of the date of this Assignment. 2. Assumption of Obligations. By acceptance of this Assignment, Assignee hereby agrees to assume all of Assignor's right, title, and interest in and to the Agreement, and Assignee agrees to timely discharge, perform or cause to be performed and to be bound by all of the liabilities, duties and obligations imposed in connection with the Agreement from and after the date of this Assignment to the same extent as if Assignee had been the original party thereto. 3. Further Assurances. Each party hereto hereby agrees to execute any additional documents, and take any further actions necessary to effect or evidence the assignment and assumption set forth in Section 1 and Section 2 above. 882/015610-0002 1165172.01 a03/29111 -1- 4. Miscellaneous. This Assignment shall be binding on and inure to the benefit of the parties and their respective successors and assigns. The paragraph headings of this Assignment are for convenient reference only and shall not be used in interpreting this Assignment. 5. California Law. This Assignment shall be governed by and interpreted in accordance with the internal laws of the State of California, without regard to conflict of law principles. 882 015610-0002 _ 1165172 01 .03/29/11 -�' IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date and year first above written. APPROVED "Assignor" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic sy Thomas P. Genovese, Executive Director ontecino, CMC Quinta Redevelopment Agency TO FO M. Katherine Jen , Agency Counsel La Quinta Redev pment Agency ATTES Veronica J.!�,Ktecino, CMC City Clerk APPROVED AS TO FORM: Kat rine Jenson City Attorney 882,015610-0002 1165172.01 a03/29/11 "Assignee" CITY OF LA QUINTA, a California municipal corporation and charter city gy�/ Thomas P. Genovese, City Manager -3- AMENDMENT 140.2 TO CONTRACT SERVICES -AND REVOCABLE LICENSE AGREEMENT WITH LA QUINTA LLC FOR PM10 SERVICES AT P. SILVERROCKRESORT THIS AMENDMENT NO. 2 TO THE CONTRACT SERVICES AND REVOCABLE AGREEMENT WITH L "FOR PM10 SERVICES AT SILVERROCK RESORT " . I") is enteredinto as of t 't day of July, . "), by and between .. the ("City"), " it "), California municipal corporation, and L QUINTA FARMS, LLC rContractorl. RECITALS r about July 1, 2012 the City__ tr_ t r entered into _ Contract ServicesRevocable. License nt for PM10 servicesi term of this originalagreement it June 31,2015. B. Pursuant t Article 3, 3.4 Term _the original Agreement,i Contractor may extend the termr r two (,) addadditional one-year agreementterms. upon mutual i h r one-year extension, entered1 C. Contractor and Cityi t- againrilAgreement r the second and final (1) r extension, AMENDMENT In consideration r__ ing Recitals and thecovenants and _ promises r_i r contained,r good and valuableconsideration, the sufficiencyit of whichre hereby acknowledged,, the partiest rfollows. providedAs t rm of the existing Contract Services License Agreement, the City of La Quintoi extend the term of the agreement for the J.one-yearrcommencing July 1, In all other_respects, the _ original agreementl remain in effect. IN WITNESS WHEREOF, the Cityand Contractor have executed this Amendment g 2 t Agreement on the respective; dates set forth CITY�s CITY OF LA QUINTA a Californiai i lcorporation Digitally signed by Frank 1. Spevacek DN: serialNumber=g8z17znOv5Ow4d3x, c=US, st=California, I=La Quinta, o Frank J. Spevacek, cn=Frank J. Spevacek Frank> City Manager Dated ATTEST- AOLDigitally signed by Susan Maysels DN: serial Number=j4r7lllg1 ppsr45f, c=US, st=California, I=La Quinta, o=Susan Maysels, cn=Susan Maysels Date: 2016.05.16 13:28:05-07'00' Maysels,Susan City APPROVED AS TO FORK William rCity Attorney BY t r CERTIFICATE.BINSURANCE 5/12/2016 CERTIFICATETHIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS DOES NOTOR r EXTEND OR w -_ AFFORDED BY THE POLICIES BELOWOF ., DOES NOTw w ., AUTHORIZED REPRE�ENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. ------- -IMPORTANT: certificate a ar. is an ADDITIONAL INSURED, the as be endorsed. If SUBROGATION,. r subject ,.o the terms a conditions of policy, certainpolicies -a.; - an endorsement..: statementon does notconfer al.. to the certificate holder of a• PRODUCER CONTACTNAME: Lynn r rr. Pan American Insurance Agency,• .i it .a OF89850 L-Maaa`, ♦ r r INSURED,77-851 Las Montanas Rd, Ste B INSURER(S) AFFORDING COVERAGE !Palm Desert CA 92211 1 INSURERA:State Comp Ins Fund Quinta. Farms, LLC �82-372 Samantha Court r a CA 92201 COVERAGESi THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL I SUBR W POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE1:1 OCCUR EACH OCCURRENCE $ DAMAGE PREM SESOEa occur ence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO ❑ LOG JECT OTHER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGO $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A 194043815 7/1/2015 7/1/2016 PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1 , 000,000 E.L. DISEASE - EA EMPLOYE $ 1 , 000, 00o E.L. DISEASE - POLICY LIMIT $ 1 000 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Supercedes certificate issued 4/28/16. Waiver of subrogation applies. , M ■ City of La Quinta ATTN: Steve Howlett La w ACORD 25 (2014/01) INS025 19n1an1I ' • r+: • i 1 r AUTHORIZED REPRESENTATIVE Steve Martin/LMH =... ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WAIVER OF SUBROGATION 1940438-15 RENEWAL NF 5-83-21-43 PAGE 1 HOME OFFICE SAN FRANCISCOa 2016 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AND EXPIRING JULY r 2016 AT . AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME LA QUINTA FARMS ANYTHING IN THIS POLICY TO THE CONTRARY NOTWITHSTANDING, IT IS AGREED THAT THE STATE COMPENSATION INSURANC FUND WAIVES ANY RIGHTOF SUBROGATION AGAINST, CITY OF LA QUINTA _WHICH MIGHT_ BY REASON OF ANY PAYMENT UNDER THIS POLICY IN CONNECTION WITH C K PERFORMED Y, LA QUINTA FARMS IT IS FURTHER AGREED THAT THE INSURED _ SHALL MAINTAIN PAYROLL RECORDS ACCURATELY SEGREGATING THE REMUNERATION OF EMPLOYEES WHILE ENGAGEDIN WORKFOR THE ABOVE EMPLOYER. IT IS FURTHER AGEEP THAT PREMIUMON THE EARNINGS OF SUCH EMPLOYEES LL BE INCREASED BY 03%. NOTHINGIN THIS ENDORSEMENT CONTAINED SHALL E HELD TO --VARY, ALTR, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OFT IS POLICY OTHER THAN AS STATED. NOTHING LS E IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT TTERMS, CONDITIONS, AGREEMENTS LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: MAY r Al1TFI0R12ED REPRESENT IVY PRESIDENT ,AND CEO SCIF FORM 10217 {REV.7-2014} OLD OR 217 POLICY U COMMERCIAL GENERAL LIABILITY CG 71 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON -CONTRIBUTORY ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY O ART - SCHEDULE Name of Personr Organization: CITY OF LA QUINTA LA T (if no entry appears above, info ion required to completethis endorsement will be shown in the Declarations applicable to this endorsement.) A. Section II - Who is An Insured is amended to 2. That portion of °"your work" out of which the include as an additional insured the person(s) or injury or damage arises has been put to its organization(s) shown in the Schedule, but only intended use by any person or organization with respect to liability for "bodily injury" "prop- other than another contractor or su contrac- erty damage" or "personal and advertising injury" for engaged in performing operations for a caused, in whole or in part, y: principal as a part of the same project. . Your acts or omissions; or 2. The acts or omissions of those acting on C. The following is added to SECTION III - LIMITS your behalf; in the performance of your onOF INSURANCE: - going operations for the additional in- sured(s) at the location(s) designated The limits of insurance applicable to the addi- aove. tional insured are those specified in the written o such person or organization is an adi- contract between you and the additional insured, tional insured for liability arising out of the or the limits available under this policy, which- "roucs®completed operations hazard". ever are less. These limits are part of and not in addition to the limits of insurance under this ol- B. VVith respect to the insurance afforded to these Icy' additional insureds, the following additional ex- clusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after; . All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or CG 1 _ Includes copyrighted material of ISO Properties, Inc., with its permission. Page I of FPK GLN07864473587 78J8 1 099 INSURED COPY 78 _ 0022374 Endorsement,D. With respect to the insurance provided to the person or organization shown in the Schedule of the # replaced by the following: _. _Other Insurance If other valid andcollectibleinsurance is available to the additional insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: . Primary Insurance This insurance is primary except when ---- it is excess as provided under part b., below. When this insurance is pri- mary, we will not seek contribution from other insurance available to the person or organization shown in the Schedule of this endorsement. b. Excessinsurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contin- ent or on any other basis: (a) That is Fire, Extended over- e® Builder's Risk, Installa- tion is or similar coverage for "your work' (b) That is Fire insurance for premises rented to you or temporarily occupied y you with permission of the owner; (c) That is insurance purchased y you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occu- pied y you with permission of the owner; or O If the loss arises out of the maintenance or use of air- craft, "autos" or watercraft to the extent not subject toEx- clusion g. of Section I - Cov- erage A - Bodily Injury And Property Damage Liability When this insurance is excess, we will have no duty under Coverages A or to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured against that "suit". If no other insurer defends, we will undertake to o so, but we will be entitled the additional insured's rights against all those other insurers. 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 o: (1) The total amount that all such other insurance would pay for the loss in the absence of this insur- ance; and (2) The total of all deductible and self - insured amounts under all that other insurance. e will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Fart, c. Method Of Sharing If all of the other insurance available to the additional insured permits con- tribution by equal shares, we willfol- low this method also. Under this ap- proach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance available to the additional insured does not permit contribution by equal shares, we will contribute by limits. finder this method, each insurer's share is based on the ratio of its applicable limit of in- surance to the total applicable limits of insurance of all insurers. All terms - conditions oft is policy apply unless _modified by this _endorsement, Page 2 of 2 Includes copyrighted material of ISO Properties, Inc, with its permission. CG 71 PK GLN07864473587 78JB 16099 INSURED COPY 78 0022375 0100019 66 FP5 99 F 000019 CITY OF LA QUINTA 78495 CALLE TAMPICO LA QUINTA ca 1100 LOCUST ST DES MOINES IA 50391-3025 01-21-15 AGENT: 84 -51177 ISO INS SRVS - CORMARC AGENCY NOTICE OF CANCELLATION The following policy has been cancelled, with respect to other than your interest, as of 12:01 A.M. standard timt on 01-20-15 for nonpayment of the required premium. However, coverage as provided by this policy for your interest is cancelled as of 12:01 A.M. standard time on 02-11-15 Policy Number Named Insured FPK GLN07844473587 LAQUINTA FARMS, LLC 82372 SAMANT HA CT 01101 NP 0019 (08-02) 19 0 z 0 0 0 ` s F i0 DATE (MI r r ��PIP14i 04127/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF ORr, ONLY AND CONFERS NO RIGHTS UPON -HOLDER. THIS CERTIFICATE DOES NOTOR NEGATIVELY AMENDD OR ALTER THE COVERAGEAFFORDED BY THE POLICIES BELOW.DOES NOTs r -, - AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policyfles) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms d conditions of policy, policies • r . an endorsement. A statementon • does rt confer rightsto the certificate holder in lieu of such endorsemeni PRODUCER SVC._COrMarC Tasman NAME PHONE t 1 rr 11 FrederickBill FORDCOVERAGE'. INSURERA:Nationwide Agribusiness Ins INSURED LaQuinta Farms, LLC 82372 Samantha Ct. Indio, THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, - EXCLUSIONS AND CONDITIONS OF SUCH POLICIES: LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER MM DDY EFF MMMIDD POLICY EXP LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 A X COMMERCIAL GENERAL. LIABILITY X:. FPKGLN07854473587 04/27/2015 04/27/2016 DAMAGE TO RENTED. (Ea occurrence) $ 100`000 CLAIMS -MADE OCCUR -PREMISES MED EXP.(Any one person). $ 5,000 PERSONAL & ADV INJURY $ 1,000,00 A FPKF P7854473587 0412712015 04/2712016 GENERAL AGGREGATE_ $ 2,000,00 -- GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGO $ 2,000,00 X POLICY PECTRO- LOC J $ AUTOMOBILE LIABILITY A COMBINED SINGLE LIMIT (Ea accident) 1,000,00 $ BODILY INJURY (Per person), $ A ANY AUTO FPKBAN7854473587 04/2712015 0412712016 ALL OWNED SCHEDULED AUTOS- X AUTOS BODILY INJURY (Per accident) $ APROPERTY DAMAGE (PERCCIDENT) $ X HIRED AUTOS X .NON -OWNED. AUTOS. - - UMBRELLA.LIAB OCCUR EACH OCCURRENCE $ AGGREGATE. $ EXCESS LIAB- CLAIMS -MADE. DIED RETENTION..$ $ WORKERS COMPENSATION. ANLI EMPLOYERS'. LIABILITP. YIN ANYPROPRIETORIPARTNER!EXECUTIVE WC STATU- OTH- TORY LIMITS- ER E.L. EACH ACCIDENT $ OFFICER'MEMBEREXCLUDED? ❑ N f A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH). -- If yes, describe. under DESCRIPTION.OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of LaQuinta is named as an additional insured In respect to our insureds operations, per farm CG2010 04 13. LAQU 784 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of La Uinta ACCORDANCE WITH THE POLICY PROVISIONS 78495 Calle Tampico La Qunita, CA 92253 AUTHORIZED REPRESENTATIVE i O 19 8-2010 ACORD CORPORATION. ,All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: COMMERCIAL E LIABILITY CG 20 10 04 13 THIS ' POLICY. PLEASE READ IT ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insure Person(s) Or Organization(s) CITY OF LA QUINTA 78496 CALLE TAMPICO LA QUINTA CA 92263-2839 Location(s) Of Covered Operations ALL LOCATIONS AT WHICH ONGOINGOPERATIONS AE BEING PERFORMED FOR THE ITI N L PERSON(S) OR ORGANIZATION(S) Information required to complete this Schedule. if not shown above, will be shown in the Declarations. A. Section ll — Who Is An Insured is amended to 2. If coverage provided to the additional insured is include as an additional 'insured the person(s) or required by a contract or _agreement, the organizations) shown in the Schedule, but only insurance afforded to such -additional insured with respect to liability for "bodily injury", "property _ will not be broader than that which you are damage" or "personal and advertising injury" required by the contract or agreement to caused, in whole or in part, by: provide for such additional insured: 1. Your acts or omissions; or B. With respect to the insurance afforded to these . The acts or omissions of those acting on your additional insureds, the following additional behalf; - exclusions apply: in the performance of your ongoing operations for This insurance does not apply to "bodily injury" or the additional insured(s) at the location(s) - ' property damage" occurring after' designated above: 1. All work, including materials, parts or However:-- equipment furnished in connection with such 1. The insurance afforded to such additional - work, on the project (other than service, maintenance or repairs) to be performed by or insured only applies to the extent permitted by on behalf of the additional insureds) of the law; and location of the covered operations has been completed; or GG 20 10 04'1 a Insurance Services Office. Inc.. 2012 Page 1 of 2 FPK GLN078544735587 LKV8 15090 INSURED COPY 78 0060491 - CG 20 10 04 1 . That portion of "your work" out of which the 1. Required by the contract or agreement; or injury or damage arises has been put to its 2. Available under the applicable Limits of intended use by any person or organ izalion Insurance shown in the Declarations: other than another contractor or subcontractor whichever is less. engaged in performing operations for a principal as a part of the same project. This endorsement shall _ not increase the C. With respect to the insurance aftorded to these applicable Limits of insurance shaven in the additional insureds;, the following is, added to Declarations: Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: II terms and conditions apply unless modified by this endorsement. Page 2 of 2 a Insurance Services Office. Inc.. 2012 CG 20"10 04 1 FPK GLN07854473587 _ LKV8 15090 INSURE® COPY 78 0060492 TO: Frank J. Spevacek, City Manager FROM: Steve Howlett, Facilities Director DATE: RE: La Quinta Farms, Contract Services, PM10 at it err AGR2015-0037, Amendment 2 Attached for your signature is Amendment No. �2 to Contract: Services and Revocabir-I License Agreement 2015-0037 between La Quinta Farms LLC and the City for PM1 services at SilverRock Resort. I Please sign the attached agreement(s) and return it to the City Clerk for processing and distribution. 5/12/16 - Approved by Pam