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Wal-Mart Vision/Indemnity Agreement 09INDEMNITY AND HOLD HARMLESS AGREEMENT This Indemnity Agreement and Hold Harmless ("Agreement") is hereby entered into by the City of La Quinta ("City") and Wal-Mart Vision Center of Palm Springs, ("Agency") for services to be rendered on October 6, 2009. RECITALS A. The Agency has proposed to provide the following screenings and service to seniors and other members of the community at the La Quinta Senior Center ("Services"): Vision Screening consists of participant looking into a Titmus vision screening machine as the optician asks which lines can be seen well enough to identify visual acuity (up close and far away visiion). Visual Field Machine will screen for macular degeneration. Participants look into the machine and as they see flashing dots they will press a button. This screening will check for health of macular, and also check the nerves around the macular (known as retina). Minor Repair or Adjustments to glasses will be limited to screw tightening, screw replacement, replacing nose pads, eye liner, and temples as needed for participant eyewear. The supplies will be provided in support of the event by Wal-Mart. B. The City wishes to have Agency provide the Services at a location where its senior citizens and other residents of the City can obtain this service. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties agree as follows: Section 1 The foregoing Recitals are true and correct and are hereby incorporated herein by this reference and are expressly made a part of this Agreement. Section 2 2.1 Agency shall defend, indemnify and hold harmless the City and its officers, employees, and agents (collectively, "Indemnified Parties") from and against any and all of claims, causes of action, obligations, losses, liabilities, judgments, or damages, including reasonable attorneys' fees and costs of litigation (collectively "Claims") arising out of and/or in any way relating to the https://webmail.wal-mart.com/exchange/wlcloss.sOI832.us/Dmfts/No Subject-2.EMIJWaNart- IHH AGMT - 10-6-09 (3).DOC/C58EA28C-18CO4a97-9AF2-036E93DDAFB3/WalMart- IHH AGMT - 10-6-09 (3).DOC?attaclrl Agency's activities in the performance of the Services described in this Agreement, or to the Agency's acts and/or omissions in providing or administering the same, excepting only those claims, actions, obligations, losses, liabilities, judgments, or damages arising out of the sole negligence, active negligence or willful misconduct of the Indemnified Parties. 2.2 In the event the Indemnified Parties are made a party to any action, lawsuit, or other adversarial proceeding alleging negligent or wrongful conduct on the part of the Agency, the Agency shall provide a defense to the Indemnified Parties, or at the City's option, reimburse the Indemnified Parties on an ongoing monthly basis their costs of defense, including reasonable attorneys' fees, incurred in defense of such Claims. 2.3 In addition, the Agency shall be obligated to promptly pay any final judgment or portion thereof rendered against the Indemnified Partiies. Section 3 3.1 Prior to the execution and throughout the duration of this Agreement, Agency shall maintain insurance in conformance with the requirements set forth below. Agency may use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Agency shall have it arnended to do so. Agency acknowledges that the insurance coverage and policy limits set forth in this Section 3.1 constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to City in the event of a loss covered by this Agreement. Agency shall provide the following types and amounts of insurance: A. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. B. Workers' Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses. https://webmail.wal-maa.com/exchange/wtcloss.sOI832.us/DmftsiNo Subject-2.EMUWalMart- IHH AGMT- 10-6-09 (3).DOC/C58EA28C-18CO4a97-9AF2-036E93DDAFB3/Wa1Mart-IHH AGMT- 10-6-09 (3).D0CPanach=l 3.2 Agency agrees to provide evidence of the insurance required herein, satisfactory to the City, consisting of: (a) certificate(s) of insurance evidencing all of the coverages required and, (b) an additional insured endorsement to Agency's general liability policy using ISO Form CG 20 10 with an edition date prior to 2004. The additional insured endorsement shall expressly name the City, its officers., and employees as additional insureds on the policy (ies) as to commercial general liability bodily injury and property damage coverages, with respect to liabilities arising out of Agency's performance of the Services under this Agreement. 3.3 Proof of compliance with these insurance requirements, consisting of endorsements and certificates of insurance, shall be delivered to City prior to Agency commencing performance of any of the Services described in this Agreement. WAL-MART VISION CENTER OF PALM SPRINGS ("Agency") CITY OF LA QUINTA ("City") rY �- Thomas P. Genovese, City Manager APPROVED AS TO FORM: By. // s M. Katherine Jenson ity Attorney https://webmail.wal-mart.com/exchange/wlcloss.sO 1832.us/Dmfts/No Subject-2.EMUWaIMart- IHH AGMT- 10-6-09 (3).DOC/C58EA28C-18C04a97-9AF2-036E93DDAFB3/WalMart- IHH AGMT- 10-6-09 (3).DWattach-1 Av d CERTIFICATE OF LIABILITY INSURANCE 1 DATE 08/26/ 009YYYY) OS/26/2009 PRODUCER Marsh USA, Inc. 1166 Avenue of the Americas New York, NY 10036 Attn: Walmart.certrequest@Marsh.com Phone#512-342-4400 J48574--CAS-09-10 1832 THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED WAL*MART STORES, INC. Its Subsidiaries and Its Affiliates 702 Southwest Sth Street Bentonville, AR 72716 Ber COVERAGES INSURER A: National Union Fire Insurance Company 19445 - INSURER B: N/A N/A INSURER c: N/A NIA — INSURER D INSURER E' -- - } 1 rTHE NOTWITHSTANDING MAY CONDITIONS DD• NSR A POLICIES OF INSURANCE LISTED ANY REQUIREMENT, BE ISSUED OR MAY PERTAIN, THE INSURANCE OF SUCH POLICIES. AGGREGATE TYPE OF INSURANCE GENERAL LIABILITY _ X COMMERCIAL GENERAL LIABILITY CLAIMS MADE L^ OCCUR BELOW HAVE BEEN ISSUED TO TERM OR CONDITION OF ANY CONTRACT AFFORDED BY THE POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED POLICY NUMBER GL 0939615 $1,000,000 Self Insured Retention THE INSURED NAMED OR OTHER DESCRIBED HEREIN BY PAID POLICYEFFECTIME DATE IMNIOOryYYq 09/15/2009 ABOVE FOR DOCUMENT WITH IS SUBJECT CLAIMS. POLICY EXPI RATION DATE IMMmorcwYl 09115/2010 j THE POLICY PERIOD INDICATED. RESPECT TO WHICH THIS CERTIFICATE TO ALL THE TERMS, EXCLUSIONS AND LIMITS CH OCCURRENCE 2,Q00 OHO MAGE To RENTED { EMISES1Ea occurrence)_($ 2,000,000 DEXP(AnyonePeron)RSONAL&ADV INJURY IODUCTS $ 2000000 NERAL AGGREGATE $ 50,000,000 GENERAL AGGREGATE LIMIT APPLIES PER X POLICY JECT F LOC AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS Lj SCHEDULED AUTOS '� HIRED AUTOS NON-0WNED AUTOS -COMPIOP AG $ INCLUDED F COMBINED SINGLE LIMIT (En accident) $ — BODILY INJURY (Per person) $ — BODILY INJURY IPer accident) $ PROPERTY DAMAGE (Par accident) Is GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCID FEA ACCENT -HERTHAN 0 HERTLW AGG $ $ $ EXCESS/ UMBRELLA LIABILITY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION 5 WORKERS COMPENSATION AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNER(EXECUTIVE Y/N OFFICERIMEMBER EXCLUDED' L (Mandetory in NH) tl yes, describe under SPECIAL PROVISIONS below EACH OCCURRENCE $ AGGREGATE $ �$ _MC STATU- OTH- RY EA- EACH ACCIDENT $ F.L. DISEASE -EA EMPLOYE $ L DISEASE - POLICY LIMIT I $ OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: STORE # 1832, 5601 E RAMON RD, PALM SPRINGS, CA 92265 - LA QUINTA SENIOR CENTERS' WELLNESS CONNECTION DAY, OCTOBER 6TH, 2009 AT7 A50 AVENIDA LAFONDA- LA QUINTA, CALIFORNIA 92253. CERTIFICATE HLILUtR NYC-UU3bbZNbU-UJ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ary OF LA QUINTA EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ATTN: CAROLINE DORAN 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, P.ID BOX 1504 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND LA QUINTA, CA 92253 UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. 95 t2nD9/o11 © 1998-2009 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORU IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. r VG POLICY NUMBER: GL 093-96-15 Wal-Mart Stores, Inc. COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONALINSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) City of La Quinta, its officers, and employees. this Section If — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury', "property dam- age" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 ® ISO Properties, Inc., 2004 Page 1 of 1 13