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La Quinta Farms/SilverRock Dust & PM 10 Control 12t��n11fJ CONTRACT 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, a California municipal corporation and charter city (the "City"), and LA QUINTA FARMS, LLC., a California limited liability company (the "Contractor"). RECITALS WHEREAS, City desires to utilize the services of Contractor as an independent contractor to provide the City with contract farming of the undeveloped property at SilverRock Resortfor the purpose of dust and PM10 control; and WHEREAS, 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; and WHEREAS, City desires to retain Contractor, and Contractor desires to serve City, to perform these services subject to the terms contained herein and all applicable local, state and federal laws and regulations; and WHEREAS, City 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 City in connection with property on which one golf course has been developed, and which is designated for development of a second golf course, a luxury resort, and a retail venue (the "SRR Property"). 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 foregoing Recitals, which are incorporated herein by this reference, and for other valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1.0 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 the undeveloped portions of the Property, which comprise approximately 290 acres (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. In addition to the services required to be performed by Contractor hereunder, the City has agreed to provide to Contractor a revocable license, pursuant to the terms and conditions set forth in Exhibit "B", which is attached 119/015610-0065 3114281.4 a05/17/12 _ 1 hereto and incorporated herein by this reference, and as further governed by this Agreement, for the sole and exclusive purposes of permitting Contractor to use up to 35 acres of the Property (at Avenue 52 and Jefferson Street) for the purpose of Contractor growing vegetables and fruit, together with the operation of a vegetable/fruit stand (the "License"). 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 applicable local, state and federal ordinances, resolutions, statutes, rules, regulations and laws. 1.3. Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Contractor shall obtain at its sole cost and expense all licenses, permits and approvals as may be required by law for all of Contractor's services and activities hereunder, including, without limitation, 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 the 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 City, it shall immediately inform City 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 City 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 term of this 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, during the term of this Agreement, except such losses or damages as may be solely caused by City'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 City, when such inaccuracies are due to the negligence of Contractor. 119/015610-0065 3114281.4 a05/17/12 _2_ 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" (as defined in Section 2.1 hereof) may be approved by the Contract Officer. Any greater increase must be approved by the City Council. 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 Exhibit "E" which is incorporated herein by this reference and expressly made a part hereof. In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2.0 COMPENSATION 2.1. Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with Exhibit "C" (the "Schedule of Compensation"). Contractor shall be paid monthly, with each such monthly payment in the amount of Twenty -Three Thousand, Seven Hundred Fifty Dollars ($23,750), not to exceed Two Hundred Eighty -Five Thousand Dollars ($285,O00) per year in any full year of this Agreement (the "Contract Sum"), except as provided in Section 1.6. These payments are inclusive of all of Contractor's costs and expenses, 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 manner set forth in Section 2.2 but shall not exceed the Contract Sum. 2.2. Method of Payment. The Contract Sum will be payable in 12 monthly installments of $23,750, pending a monthly Performance Schedule (Exhibit "D") review by and between the Contractor's representative and the Contract Officer. Contractor shall submit to City no later than the tenth (1Oth) working day of each month during the term hereof, in the form approved by City's Finance Director, an invoice for services rendered for the immediately preceding calendar month. Such invoice shall (1) describe in detail the services provided, including labor, time, and materials, and (2) 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. City will pay Contractor the sum due pursuant to this Agreement no later than thirty (30) days after an invoice is received by the City's Finance Department. , 3.0 PERFORMANCE SCHEDULE 3.1. Time of Essence Agreement. Time is of the essence in the performance of this 119/015610-0065 3114281.4 a05/17/12 -3 3.2. Schedule of Performance. All services rendered pursuant to this Agreement shall be performed diligently and within the time period established in Exhibit "D", attached hereto and incorporated herein (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3. Force Maleure. 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 City, 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 July 1, 2012 and expire on June 31, 2015 (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 (each, an extended term). Unless earlier terminated in accordance with Sections 8.7 or 8.8 of this Agreement, or the Schedule of Performance, this Agreement shall continue in full force and effect until the expiration of the initial term or any extended term. 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 City 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 City. 119/015610-0065 3114281.4 a05/17/12 -4- 4.2. Contract Officer. The Contract Officer shall be Steve Howlett, Golf & Parks Manager of the City, or such other person as may be designated in writing by the City Manager. 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 City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 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 City to enter into this Agreement. Except as set forth in this Agreement, Contractor shall not contract or subcontract with any other entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein (including, without limitation, the License) may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City, which approval may be granted or withheld in the City's sole and absolute discretion. Any attempted or purported assignment or sub -contracting by Contractor without the City'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 the Property or any portion thereof and shall be responsible for the immediate removal of any such cloud on the City's title to the Property or portion thereof. 4.4. Independent Contractor. Neither City 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 City and shall remain at all times as to City 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 City. 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 City. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers' compensation laws regarding Contractor and Contractor's employees. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section 4.4. 4.5. City Cooperation. City shall provide Contractor with any plans, publications, reports, statistics, records or other data or information pertinent to services to be 119/015610-0065 3114281.4 a05/17/12 -5- performed hereunder which are reasonably available to Contractor only from or through action by City. 5.0 INSURANCE. 5.1 Insurance. Prior to the beginning of 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 rating level of A- or better, Class VI or better, unless otherwise approved by the City's Risk Manager in writing. 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. City, its employees, officials, representatives, 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 this Agreement. 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 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 1191015610-0065 3114281.4 a05/17/12 -6- brought, except with respect to the limits of the insurer's liability. Coverage will not be limited to City's vicarious liability. C. Liability coverage shall be primary and non-contributing with any insurance maintained by the City. 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 prior written notice has been given to City. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice. e. 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 City. 5.1.3. Verification of Coverage. Contractor shall deposit with City concurrently with the execution of this Agreement 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 City 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 City to monitor compliance with these requirements will not be deemed as a waiver of any rights on the part of City. City has no additional obligations by virtue of requiring the insurance set forth herein. 5.1.5. Prompt Notice. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 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 City. All coverages for subcontractors, if any, shall be subject to all of the requirements stated herein unless otherwise approved in advance in writing by City's Risk Manager. 5.2 Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: 119/015610-0065 3114281.4 a05/17/12 -7- a. Obtain the insurance City deems necessary and either M require prompt reimbursement by Contractor, or (ii) 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 City 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 payments of damages to persons or property resulting from Contractor's or its subcontractors' performance of work under this Agreement. 6.0 INDEMNIFICATION; ENVIRONMENTAL MATTERS. 6.1 Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless the City and any and all of its officials, employees, representatives, and agents (collectively, the "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 City, 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 City incurs them. 6.1.1. Exception to Contractor's Obligation to Indemnify. Without affecting the rights of City under any provision of this Agreement or this section, Contractor shall not be required to indemnify and hold harmless City as set forth above for liability attributable to the sole fault of City, 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 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 fault accounts for only a percentage of the liability involved. In those instances, the obligation of Contractor will be all-inclusive and City will be indemnified for all liability incurred, even though a percentage of the liability is attributable to conduct of the City. 119/015610-0065 3114281.4 a05/17/12 '$' 6.1.2. Contractor Acknowledgment. Contractor acknowledges that its obligation pursuant to this section extends to liability attributable to City, if that liability is less than the sole fault of City. 6.1.3. Indemnity Provisions for Subcontractors. Contractor agrees to obtain executed indemnity agreements with. provisions identical to those set forth in this Section 6.1.3 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 herein, Contractor agrees to be fully responsible according to the terms of this section. 6.1.4. No Waiver; Survival. Failure of City to monitor compliance with the requirements of this Section 6.1.4 imposes no additional obligations on City and will in no way act as a waiver of any of City's rights hereunder. Contractor's obligation to indemnify and defend the Indemnified Parties as set forth herein is binding on the successors, assigns, or heirs of Contractor and shall survive the termination of this Agreement or this section. 6.2. Environmental Requirements. a. Contractor shall use only non -restricted and approved products, as set forth on attached Exhibit "E", which is incorporated herein by this reference, on the Property. b Contractor shall not use manure on the Property. Contractor shall use only dry and liquid fertilizers which do not have lingering odors. C. 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, or invitees, under this Agreement, including, without limitation, the License, and shall indemnify and hold harmless the City of La Quinta 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, including, without limitation, the License, except to the extent resulting from the gross negligence or willful misconduct of City, 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 Hazardous Materials attributable to Contractor, its agents, employees, subcontractors or representatives, 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 119/015610-0065 - 3114281.4 a05/17/12 -9- all applicable laws and the requirements of all governmental agencies with jurisdiction, provided that City's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld. If Contractor causes or permits a significant release of Hazardous Materials or is in material noncompliance with any applicable law or requirement of this Section, City 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), City 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 City as additional compensation. At any time during the term 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, subcontractors or representatives, 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 etseq.; 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 119/015610-0065 3114281.4 a05/17/12 -1 0- or elsewhere, (G) radon, (H) polychlorinated biphenyls (PCB's) and (1) urea formaldehyde. 7.0 RECORDS AND REPORTS. 7.1. 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. 7.2. 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 principles. 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. 7.3. 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 City and shall be delivered to City 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 City of its full rights of ownership of the documents and materials hereunder. Contractor shall cause all subcontractors to assign to City any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages suffered thereby. 7.4. 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 City, except as required by law or as authorized by City. 7.5. 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 City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. 8.0 ENFORCEMENT OF AGREEMENT. 8.1. 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 119/015610-0065 3114281.4 a05/17/12 -1 1- State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2. Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.7. 8.3. Retention of Funds. City may withhold from any monies payable to Contractor sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Contractor in the performance of the services required by this Agreement. 8.4. Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Contractor requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of 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. 8.5. Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6. Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 119/015610-0065 3114281 A a05/17/12 -1 2- 8.7. Termination Prior to Expiration of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 8.8 for termination for cause or as provided for termination of the License. City 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 as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. 8.8. Termination for Default of Contractor. If termination is due to the failure of Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.2, 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 City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Contractor for the purpose of setoff or partial payment of the amounts owed City as previously stated in Section 8.3. 8.9. 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, including, without limitation, expert witness fees. 9.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 9.1. Non -liability of City Officers and Employees. No officer or employee of City shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by City 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. 9.2. Conflict of Interest. No officer or employee of City 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. 9.3. 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 119/015610-0065 3114281.4 a05/17/12 -1 3- 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. 10.0 MISCELLANEOUS PROVISIONS 10.1. 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. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. To City: CITY OF LA QUINTA Attn: Steve Howlett 78-495 Calle Tampico P.O. Box 1504 La Quinta, CA 92247-1504 To Contractor: LA QUINTA FARMS, LLC Attn: Joe Manion P.O. Box 3028 Indio, CA 92202 10.2. ABx1 26 Disclosure and Release. On June 28, 2011, the Governor signed Assembly Bill 26 ("ABx1 26") and Assembly Bill 27 ("ABx1 27") from the 2011-12 First Extraordinary Session of the California Legislature. ABx1 26 immediately suspended all redevelopment agency activities, except continued performance of "enforceable obligations," and set forth a process to dissolve redevelopment agencies and end redevelopment in California. ABx1 27 provided a "voluntary alternative redevelopment program," which would have allowed redevelopment agencies to remain in existence and continue redevelopment, if remittance payments were made to cover the State of California's budget shortfall for fiscal year 2011-12 and were made in subsequent fiscal years to cover State costs. A lawsuit was filed, challenging the constitutionality of both ABx1 26 and 27. The California Supreme Court upheld the constitutionality of ABx1 26, revising the effective dates of certain provisions, and struck down as unconstitutional ABx1 27. (California Redevelopment Assn. v. Matosantos (2011) 53 Cal.4th 231 (`CRA Case'). ABx1 26 is Chapter 5, Statutes 2011, First Extraordinary Session, which added Part 1.8 (suspension provisions) and Part 1.85 (dissolution provisions) of Division 24 of the Health and Safety Code. The City acquired the Property from the former La Quinta Redevelopment Agency ("Agency") prior to the date ABx1 26 was signed by the Governor. With the exception of certain portions of the Property designated for public uses, the City paid to the Agency the fair market value of the Property. Although the City believes the City's acquisition of the Property from the Agency was lawfully conducted, the City cannot guarantee that the California Department of Finance or another interested party will not order the Property to be returned to the City, in its capacity as the "Successor Agency" to the former Agency, and require the City, in its capacity as the Successor Agency, to sell the Property to a third party. . Contractor, on behalf of itself and its successors and assigns, hereby releases and forever discharges the City and the City's officials, 119/015610-0065 3114281.4 a05/17/12 -1 4- officers, members, agents, employees, and representatives, and each of them (collectively, the "City Released Parties"), from and against' any and all claims, complaints, demands, causes of action, obligations, damages, costs, expenses, liens, attorneys' fees, rights and liabilities of any nature whatsoever, whether known or unknown, suspected or not suspected to exist, claimed or not claimed, that arise in connection with the City's termination of this Agreement and the License as a result of an order under ABx1 26 to the City to transfer the Property to the City, in its capacity as the Successor Agency, and sell the Property to a third party (collectively, the "City Released Claims"). To the full extent of the foregoing release of the City Released Claims, Contractor also expressly waives all "unknown claims" as against the City Released Parties and expressly waives its rights under Civil Code section 1542, which reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 10.3. 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. 10.4. 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. 10.5. 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. 10.6. 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. 10.7. 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. 119/015610-0065 3114281.4 a05/17/12 -15- IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY CITY OF LA QUINTA, a California municipal corporation and ch ter city V A� Mark Weiss, Interim City Manager Dated: S- 2 / — ATTEST..: ESc .d�4411" Susan Maysels, Interim CiW Clerk APPROVED AS TO FORM: RUTAN & TUCKER, LLP SIGNED IN COUNTERPART M. Katherine Jenson, City Attorney 119/015610-0065 3114281.4 a05/17/12 -16- CONTRACTOR: LA QUINTA FARMS, LLC., a California limited ' 1ei ity company N By: / Nam e.J Title: IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY CITY OF LA QUINTA, a California municipal corporation and charter city SIGNED IN COUNTERPART Mark Weiss, Interim City Manager Dated: ATTEST: SIGNED IN COUNTERPART Susan Maysels, Interim City Clerk APPROVED AS TO FORM: RUT4N & TUCKER, LLP . Katherine Jenson, Cit torney 119/015610-0065 3114281.4 e05/17/12 -1 6- CONTRACTOR: LA QUINTA FARMS, LLC., a California limited '� ity company .. By: Title: Exhibit A SCOPE OF SERVICES La Quinta Farms, LLC shall manage the "Property," which is the approximately 290 acres of undeveloped property at SilverRock Resort. This includes PM10 management and mitigation, planting and maintaining Sudan grass to cover approximately 80 acres of the Property, 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, planting and maintaining rye grass to cover approximately 45 acres, for purposes of 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) operating a 35 acre farm operation. Irrigation. A water truck shall be on site at all times. All water costs related to the scope of services contained in this contract 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. Temporary Parking Lot. The City has an agreement for the Humana Challenge Golf Tournament to provide 45 acres of event parking within the undeveloped property at SilverRock located at Avenue 54 and Jefferson Street. As part of the Scope of Services, the Contractor will annually plant the rye grass in October and maintain the grassed area through the Humana Challenge Golf Event. Weed Removal. Tumbleweeds, Sahara Mustard, and Tamarisk trees are invasive weeds that have become problematic throughout the Coachella Valley. When not eradicated, these weeds may cause problems along Jefferson Street and at the Hideaway Development during wind events. Tamarisk trees are difficult to remove and will damage the water features at SilverRock Resort if they are not eradicated. The Contractor will. continually remove these weeds throughout the Property. 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 .under the Agreement, 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 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 continually remove the vegetation that grows within and around the storm water retention area as part of the services under the Agreement. 119/015610-0065 3114281.4 a05/17/12 -1 7- Exhibit B REVOCABLE LICENSE 1. GRANT; LIMITATION OF RIGHTS. City hereby grants to Contractor a non- exclusive, revocable license over the "Licensed Property" (as defined in Paragraph 2 below) during the term of the Agreement (as such term may be extended pursuant to the terms thereof) 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 35 acres of the Property and shall be located at the corner of Avenue 52 and Jefferson Street. 3. USE OF LICENSED PROPERTY. Aside from Contractor's access to the Licensed 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. 4. CONTRACTOR'S OPERATION. Contractor hereby acknowledges that the Licensed Property is unimproved, undeveloped, and unoccupied. Contractor hereby assumes all risks of injury to persons or property associated with the condition of the Licensed Property, and Contractor's use of the Licensed Property is subject to the Indemnity provisions contained above in Section 6.1 of the Agreement. All materials and equipment, if any, shipped or brought to the Licensed Property under this License shall be unloaded, checked and stored at no expense or risk to City. Contractor shall retain full responsibility and risk of loss for its materials, equipment and supplies stored on the Licensed Property. 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" [as that term is defined in Section 6.3.d of the Agreement] laws); (iii) keep the Licensed 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 City prior to initial entry the certificates of insurance required by the 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 the Property, including the Licensed Property, is designated for development of a second golf course, a luxury resort and a retail development, and Contractor's use of the Licensed Property is for the short term convenience of the City to help with the PM10 and dust control of the Licensed Property. Contractor irrevocably and absolutely waives, releases and discharges the City, and any present or former employees, subsidiaries, officers, agents, consultants, attorneys, insurers, successors and assigns of the City from all claims that Contractor has or may be entitled to "Relocation Assistance" (as defined below) or from all claims that Contractor is or may be deemed a "displaced person" upon the expiration or earlier 119/015610-0065 3114281.4 a05/17/12 -18- termination of the Agreement, either of which events shall result in the automatic termination of this License. It is understood and agreed that the 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 seq.), 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 Licensed Property on the expiration or earlier termination of the Agreement. 7. REMOVAL OF CONTRACTOR'S PROPERTY. Upon termination of the License, 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 City may deduct the cost of doing so from the Contract Sum or from any payment due Contractor under the Agreement. 8. TERMINATION OF LICENSE. This License shall automatically terminate on the expiration or earlier termination of the Agreement in accordance with the terms set forth therein, without any further action or notice required to be provided by the City. In addition, City may terminate this License pursuant to the terms of Paragraph 9 below. Upon such termination, Contractor shall immediately cease using the Licensed Property and shall remove all property as provided in Paragraph 7 and shall restore the Licensed Property to its original condition or such other condition as is satisfactory to the City. 9. TRADEMARK LICENSE RIGHTS GRANTED. (a) General. City 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 City. 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 City. Contractor agrees that it will not oppose, contest or challenge the validity of the Trademarks or City's ownership or registration thereof during the term of this License. Contractor understands and agrees that it does not have the right to use the Trademarks in any manner that weakens or impairs City's rights in and to the Trademarks. If, in City's sole determination, Contractor's use of the Trademarks weakens or impairs City's rights in and to the Trademarks, then Contractor agrees to immediately terminate or modify such use in accordance with City's instructions. In the event Contractor fails to terminate or modify such use as directed by City within ten (10) business days of having been notified by City, then City may terminate this License by providing written notice to Contractor. 119/015610-0065 3114281.4 a05/I7/12 (b) Quality Standards. Upon City's request, Contractor shall furnish to City, at no expense to City, samples of License Goods offered by Contractor in connection with the Trademarks. City shall control the quality of all materials bearing the Trademarks and Contractor's use of the Trademarks. If City believes that the Trademarks are being used in a manner that could diminish City's rights in or protection of the Trademarks, Contractor agrees, at Contractor's sole cost and expense, to make whatever changes and/or corrections City 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 City 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 License in a lawful manner. (c) Use and Display of Licensed Marks. Contractor agrees to use the Trademarks solely in the manner that City shall specify from time to time in City's sole discretion. After the Effective Date of this License, all literature and materials printed, distributed or electronically transmitted by Contractor containing the Trademarks shall include the following notice: SILVERROCK and the SILVERROCK Logo are trademarks of the City of La Quints. (d) Effect of Termination. Upon the termination of this License, all rights granted to Contractor hereunder shall immediately revert to City. 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 City of said claim. Contractor agrees to cooperate with and assist City in protecting and defending the Trademarks against any claim, at City's expense; provided, however, that City 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 City. 119/015610-0065 3114281A a05117/12 -20- Exhibit "C" SCHEDULE OF COMPENSATION Payment under this Agreement shall be made monthly, with each such monthly payment in the amount of Twenty -Three Thousand, Seven Hundred Fifty Dollars ($23,750), not to exceed Two Hundred Eighty -Five Thousand Dollars ($285,000) per year in any full year of the Agreement. The monthly payments are inclusive of costs and expenses incurred by Contractor in carrying out the terms under this Agreement. No reimbursables are provided for by the Agreement and all of 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. 1 1 9/015610-0065 3114281.4 ao5/17/12 -21 - PREOsio d LANDLEVEL NG & CuSYOM FARMING 44-91 J Goff CenterParfawy, Sure 12 Indio, C 92201 260-342-1585 • fax ]60-34]-2295 e �C �Pgg4ttNr. lP' Disking- $45.00 per acre Sprinkler Pipe- $25.00 per joint per month Mowing- $85.00 per acre Labor- $45.00 per acre Plowing- $65.00 per acre Deep Ripping- $75.00 per acre Watertrack-$100.00 per day Lasering- $130.00 per hour $800.00 per acre to plant.$ grow �ppster Pump- $2300.00 per month plus diesel 119/015610-0065 3114281.4 a05/17/12 -22- Exhibit D 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: March Irrigation for Roads and Perimeter Sudan Grass Temporary Parking Lot Weed Removal Debris Removal Storm Water Retention Area Irrigation Retention Pond Farm Operation 119/015610-0065 31142814 a05/17/12 -23- Exhibit E SPECIAL REQUIREMENTS 1. Contractor shall provide information of any pesticide intended for use on the Property to City for City approval prior to application. Contractor shall then file all Pesticide Use Reports and maintain a list of all approved pesticides used on -site as per the California Department of Pesticide Regulation. Any Restricted Use Pesticide will first require a use permit issued by the, Riverside Agricultural Commissioner before the City will approve any on -site application. 2. Contractor shall limit the use of Restricted Use Pesticides and shall provide the City with advance notice prior to the use of any Restricted Use Pesticide. Contractor shall comply with all Federal, State, and Local laws and regulations regarding the application of Restricted Use Pesticides. All pesticides used at the Property, both Restrictive Use Pesticides and non-restrictive products, shall be applied by California State Licensed Applicators who shall follow the California Agricultural Code. 3. The State of California Agricultural Code requires that Restricted Use Pesticides may be used only after a written recommendation by a State of California licensed Pest Control Advisor is obtained. A recommendation consists of all the applicator should know for an accurate and safe usage. The recommendation must be time and site specific. 4. Application of all pesticides shall be only by a properly State Licensed Pest Control Operator or a Certified Applicator of Pesticides. 5. Contractor shall be responsible for all pesticide related liabilities associated with the Property including, but not limited to: licensing, storage, employee training, mixing/loading/applying, container disposal, rinse water, spray log documentation, and monthly use reporting. 119/015610-0065 3 14281.4 a05/17/12 -24- CERTIFICATE OF LIABILITY INSURANCE Pnv'' "°Ao412711112 THIS CERTIFICATE IS ISSUED AS A. MATTER Of INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE- DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE 'POLICIES BELOW. THIS CERTIFICATE OP INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE ar PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT: ff the certificate h er Is an ADDITIONAL INSURED,U the pollcy#es) must be: endorsed. ,SUBROGATIO ..IS WAIVED, sub ct ° the terms and conditions of: the policy, cattail policies may'requlro an endorsement. A statement on thiscertificatedoes not confer. rights to the #200 , INSURED IN THIS IS TO CERTIFY THAT THE POLICIES OF INSU LISTED "LOW HAWS BEEN ISSUED T6 E INSURED NAMED RBOVE FOR THE FOLI PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICHTHIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE :AFFORDED BY THE POLICIES DESCRIBEDHEREINIS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. is TYPE OF INSURANCE411190m,Lam GLN07824473557 FPKFMP782E473507 - B A GENERAL LIABILITY X .COMMERCIAL GENERAL LIABILITY CWMS-MADE I OCCUR X' 04127112 D4/27112 O4127113 04/27/13 EACH OCCURRENCE, $ 1,000,00 PREMISES H Nituoccence $ 100,0 MED EXP (Any ere personl $ 5,0 PERSONAL BADV.INJURY $ 1,000,004 GENERAL AGGREGATE $ 2,000, GENT AGGREGATE LIMIT APPLIES PER: X POLICY PRO- LOC PRODUCTS -COW/OP ASS $ 2,000,00( $ B AUTOMOBILE LIABILITY aNYAUTo BSS OX AUTOSU D HIRED AUTOS X NON -OWNED AUTOS .. FPKBAN78M73587 0477/12 04127113 T EaecciderA 1,000;0 BODILY I&MY (Per Perswil $ I BODILY INJURY (Per acwdent) $ PRPar DdOPERTY DAMAGE e f 1 UNSRELLALIAB EXCESS LIAR CUR CLAIMS -MADE. - E"OCCURRENCE.' .AGGREGATES WORKERSGOMPENSATION. ANDEMPLQYRWLIABILITY �,u ANYPRCPRIETOR?ARTNEREXECUIIVE IIj,•.:.�1•lI OFFICERMEMBER EXCLUDED?, (Modd arY In NRI 1 D es. deswiDe raider IPTI N. O J. a NIA - ST TI} 11 OTH- $ EL EACH ACCIDENT E L DISEASE EA EMPLOYE $ EL S ,'-POUCYLIMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (AMQI ACORD 101, Addpbrm Remarks GdHdule, Melon. SM& Is mwir,4 City of LaQuinta.is named as an additional insured in respect to our insureds operations. City of La Quinta P.O. Box 1504 La Quinta, CA 92247-1504 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE 'MILL, SE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ®1988-2010-ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: co MMERCIAL GENERAL LIABILITY 00 20 100104, THIS ENDORSEMENT CHANGES' THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement mod#16s Insurance provided under the UloWlhg: COMMERCIAL GENERAL LIABILITY COVERAGE PAW SdHEIME Name Of Additional Insured Person(# Of 1dr'nanj7-*"ftft (a): CITY OF LA QUINTA PIP SOX 1604 IN LA 9U f1WINTA, CA 92247 IS04 LOC4111041(s) Of Covered Operations ALL LOCATIONS AT Vffljqi ONGOING OMATIOW A#E 13EM PERFORNIM FOR THE ADDITIONAL PIER$ OR(,$) OR ORGANIZATION(s) thnitborrmation to ired to aom ete. this Schedule, if notshownaboVe'Will beshown inthe Declarations A. Section H'— Who, is An insUred is amended to include as an WWWOnat insured the persop(s) or 'Organization(s) shown In the Schedule, but ortiv with respect to liability for 'bodily injury", 13TOperty darriage" or "personal and advertising Injury" caused, in whole or In pad, by: I. Your acts or omissions; or 2. The acts Or Gmis$10n$ of these acting on your behalf, in the performance of your ongoing Operations for the additional insurod(sysi, the rojaikin(a) desig- nated above. S. With respect to the insurance affor4ed to these additional insureds, the futtowiNadditomaexclu- sions apply: This Insurance does not apply to -bodily jh1ury- or "property damage" Occurring after: CG 20 10 07 04 Page I of 2 FPK GLNO78244735a7 LMOV 12059 AdVfr Copy 78 0010173 1. All work, including materials; parts or equip- ment furnished in connection with such work, on the project (outer than,service, maintenance or repairs) to be performed by or on behalf of the additional insureds) at the location of the covered operations has peen completed; or 2. That portion of "your Work" out of which the injury or damage arlSes has been put to its in- tended use by any person or ritganiaeilon other another contractor or subcontractor engaged in performing operations for a prin& pei as a part of the salrto project. All terms and conditions of this policy apply unless modified by this endorsement Page 2 of 2 8 ISO properties, Inc., 2004 C d 2010 07 04 FP.K GLNg7824473597 LMOV 12959 AGENT. COPY 70 OM174 'i POLICYHOLDER COPY W P.O. BOX 420807, SAN FRANCISCO,CA 84142-0807 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 05-07-2012 CITY OF LA QUINTA NK PO BOX 1504 LA OUINIA CA 82247-1504 GROUP. POLICY NUMBER 1840438-2011 CERTIFICATE m: 3 CERTIFICATE EXPIRES 07-01-2012 07-01-2011/07-01-2012 THIS CERTIFICATE SUPERSEDES AND CORRECTS CERTIFICATE / 2 DATED 12-02-2011 This is to certify that we have issued a valid Workers' Compensation Insrrancs 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 drys advance written notice to the employer. We will also give you 80 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 my requirement term or Condition of any contract or other document with respect to which this certificate of msurance 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. 1 "efNst. s� AuOtortaed Representative President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #1901 - MANION, JOE 11 - EXCLUDED. ENDORSEMENT /JOBS ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 07-16-2010 IS ATTACHED TO AND FORKS A PART OF THIS POLICY. EMPLOYER LA QUIMTA FARMS, LLC MK 82372 SAMANTHA CT INDIO CA 82201 (B1A.NKI PRINTED : 05-07-2012 PEV.0-20101 AMENDMENTTHIS i' 1 TO THE CONTRACT ! REVOCABLE AGREEMENTLICENSE QUINTA FARMS FOR PM10 SERVICES AT SILVERROCK RESORT ("Amendment No. 1 ") is made and entered into as of the 1 " day of July, 2015 ("Effective Date"), by and between the CITY OF LA QUINTA ("City"), a California municipal corporation, and LA QUINTA FARMS, LLC • •' A. On or about July 1, 2012 the City and Contractor entered into a Contract Services and Revocable License Agreement for PM 10 services at SilverRock Resort. The term of this original agreement expires June 31, 2015. B. Pursuant to Article 3, 3.4 Term of the original Agreement, the City a Contractor may extend the term of agreement fortwo additional one-yel terms upon mutual agreement by both parties. C. Contractor and City now wish to amend the original Agreement to extend the term for one (1) additional year, July 1, 2015 through June 31, 2016. In consideration of • ` •; • • Recitals and the covenants an• promises hereinafter contained, • for good and valuable consideration,and receiptof •.y acknowledgedthe parties hereto agree as f• o As provided Article. Term of • Contract Services and Revocable Agreement,License of • La Quinta Farms, LLC have agreed to IN WITNESS WHEREOF, the City and Contractor have executed th Amendment No. 1 to the Agreement on the respective dates set forth below. i CITY: CITY OF LA QUINTA a California municipal corporation Digitally signed by Frank J. Spevacek DN: serial Number= 1 n615nh0I 202cvmj, c=US, st=California, I=La Quinta, o=Frank J. Spevacek, cn=Frank J. Spevacek Date: 2015.05.20 16:27:49 -07'00' Frank J. Spevacek, City Manager Dated ofifilipig Digitally signed by City of La Quinta DN: serialNumber=6fmhzhdhvfjz93cr, c=US, st=California, I=La Quinta, o=City of La Quinta, cn=City of La Quinta Date: 2015.05.20 16:43:58 -07'00' Susan Maysels, City Clerk William Irke, City Attorney Dated M V. TWit 4 4 Q"`kr6j •` TO: Frank J. Spevacek, City Manager FROM: Edie Hylton, Deputy City Manager DATE: April 27, 2015 RE* La Quinta Farms Amendment No. 1 Attached for your signature is an Amendment No. 1 to Contract Services and Revocable License Agreement between La Quinta Farms, LLC and the City for PM10 services at SilverRock Resort. Please sign and return to the City Clerk for processing and distribution.