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GovOutreach/Software 12
PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and Government Outreach ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to Provide Citizen Relationship Management (GORequest) and Code Enforcement Software (GOEnforce) and Develop Applications for this Software to be Used on Mobile Devices, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Consultant 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. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City 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, Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant 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. 1.4 Familiarity with Work. By executing this Agreement, Consultant 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 Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). Last revised 5-29-12 1 T 1.5 Care of Work and Standard of Work. a. Care of Work. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, 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 City, except such losses or damages as may be caused by City's own negligence. The performance of services by Consultant shall not relieve Consultant 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 Consultant. b. Standard of Work. Consultant acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's services and work will be held to a heightened standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Consultant represents to City that it holds the necessary skills and abilities to satisfy the heightened standard of work as set forth in this Agreement. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Services ("Additional Services") when directed to do so by the Contract Officer. Consultant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforeceable. Failure of Consultant to secure the Contract Manager's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time due, whether by way of compensation, restitution, quantum merit, etc. for Additional Services provided without the appropriate authorization from the Contract Manager. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.2 of this Agreement. 1.7 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit "D" (the "Special Requirements"). In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of this Agreement shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Last revised 5-29-12 2 Compensation") in a total amount not to exceed Fifteen Thousand Five Hundred Dollars ($15,500.00) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the services, payment for time and materials based upon Consultant's rate schedule, but not exceeding the Contract Sum, or such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." 2.2 Compensation for Additional Services. Additional services approved in advance by the Contract Manager pursuant to Section 1.6 of this Agreement, "Additional Services," shall be paid for in an amount agreed to in writing by both City and Consultant in advance of the Additional Services being rendered by Consultant. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for additional services must be approved by the La Quinta City Council. Under no circumstances shall Consultant receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. 2.3 Method of Billing. Any month in which Consultant wishes to receive payment, Consultant shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the services provided, including time and materials, and (2) specify each staff member who has provided services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is for work performed in accordance with the terms of this Agreement. City will pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City's Finance Department. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. Last revised 5-29-12 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 C (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Majeure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, 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 Consultant 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. Extensions to the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. 3.4 Term. The term of this agreement shall commence on July 1, 2012 and terminate on June 30, 2013 (initial term). This agreement may be extended for three (3) additional year(s) upon mutual agreement by both parties (extended term). Unless earlier terminated in accordance with Sections 8.7 or 8.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services, except as otherwise provided in the Schedule of Performance. 4.0 COORDINATION OF WORK 4.1 Representative of Consultant. The following principals of Consultant are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: a. Holly A. Leighs, Account Manager b. Kendall Smith, President 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 Consultant and devoting sufficient time to personally supervise the services hereunder. Last revised 5-29-12 4 The foregoing principals may not be changed by Consultant and no other personnel may be assigned to perform the service required hereunder without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be Timothy R. Jonasson, Public Works Director/City Engineer or such other person as may be designated by the City Manager of City. It shall be Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Consultant 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. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract 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 may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant 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. Consultant 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. 4.5 City Cooperation. City shall provide Consultant with any plans, publications, reports, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to Consultant only from or through action by City. 5.0 INSURANCE 5.1 Insurance. Prior to the beginning of and throughout the duration of the Work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for Last revised 5-29-12 5 losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured (on the Commercial General Liability policy only) shall be delivered to and approved by City prior to commencement of the services hereunder. The following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A-:Vl: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Consultant shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Consultant, its officers, any person directly or indirectly employed by Consultant, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a Last revised 5-29- ] 2 6 provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. All insurance required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without written notice to City of proposed cancellation. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. 5.2 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Consultant to stop work under this Agreement and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. C. Terminate this Agreement. 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 Consultant'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 Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of work under this Agreement. 5.3 General Conditions pertaining to provisions of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. Las[ revised 5-29-12 7 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to City. Last revised 5-29-12 8 9. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 10. Consultant agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self -insured retention, substitution of other coverage, or other solutions. 11. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 13. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 14. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. Last revised 5-29-12 9 15. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 20. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 21. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 6.0 INDEMNIFICATION. Last revised 5-29-12 10 6.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Consultant. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. 6.2 Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a Last revised 5-29-12 �� waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. a. Indemnity Provisions for Contracts Related to Construction. Without affecting the rights of City under any provision of this agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City. b. Indemnification Provision for Design Professionals. 1. Applicability of Section 6.2(b). Notwithstanding Section 6.2(a) hereinabove, the following indemnification provision shall apply to Consultants who constitute "design professionals" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and City's agents, officers, officials, employees, representatives, and departments ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, anyone directly or indirectly employed by them or anyone that they control. 3. Design Professional Defined. As used in this Section 6.2(b), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. 7.0 RECORDS AND REPORTS. Last revised 5-29-12 12 7.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning Consultant's performance of the services required by this Agreement as the Contract Officer shall require. 7.2 Records. Consultant 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. 7.3 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Consultant 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. Consultant 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. 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 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 Consultant 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. Last revised 5-29-12 13 8.3 Retention of Funds. City may withhold from any monies payable to Consultant sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Consultant 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 Consultant 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 Consultant. 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. 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. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant 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 8.3. 8.8 Termination for Default of Consultant. If termination is due to the failure of Consultant 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 Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds Last revised 5-29-12 14 the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant 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. 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 Consultant, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Consultant 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. Consultant 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. Consultant 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. Consultant 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. Last revised 5-29-12 15 To City: CITY OF LA QUINTA Attention: Frank Spevacek, City Manager 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92247-1504 To Consultant: GOVERNMENT OUTREACH Attention: Kendall Smith President 2943 Victoria Meadow Court Pleasanton, CA 94566 10.2 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. 10.3 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. 10.4 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. 10.5 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA a California municipal corporation oOIZ Qnk Spe acek City Manager Date ATTEST: Susan Maysels, IntdVirn City Clerk Last revised 5-29-12 16 APPROVED AS TO FORM: M. Katherine Jenson, City Attorney CONSULTANT: GOVERNMENT OUTREACH Name: Kendall Smith Title: President Date: 20/ 2-- Last revised 5-29-12 17 APPROVED AS TO FORM: CONSULTANT: GOVERNMENT OUTREACH Name: Kendall Smith Title: President Date: 42� y Last revisal 5-29.12 17 Exhibit A Scope of Services Consultant will provide a subscription service to the "Government Outreach Software Service a software system for request tracking and code enforcement maintained by Government Outreach and housed on a computer server procured by Government Outreach for this purpose. Government Outreach shall provide City access to this service via the internet. The Software requires information from the customer for setup and configuration as well as participation from the City in assisting and providing data to Consultant for the setup and configuration of the software. Project Management - Consultant will provide Project Management, specifically the development of a project plan with identified City employees to ensure the many facets of deploying the Government Outreach Software Service are done in a timely and coordinated fashion. City will make appropriate staff available to Consultant for the purposes of obtaining the necessary information and data required to setup and configure the system. Service functionality being provided: GORequest Intranet portal for citizens Intranet portal for employees Mobile portal for iPhone and Android Knowledge base Multilingual support Reporting Satisfaction surveys Google mapping and address validation GOEnforce Automatic Parcel Lookup via Digimap integration Letter Generation Engine Cost Recovery Toolset Image Management Training - Consultant will provide 2 types of training. 1) for users of the system that process service requests and code enforcement cases and 2) for users that are identified as administrators. Up to two days of remote training will be provided. Image Management - Attached image storage is included with service up to 10 GB. Additional 10 GB storage is $20/month. Last revised 5-29-12 18 Letter Generation - Consultant will work with City to develop up to 10 letter templates for code enforcement use in the GOEnforce product. Municipal Code - Consultant will import municipal code from electronic format to be provided by City. City must identify codes' with Topics for the purposes of classification and reporting. Municipal code needs to be summary format suitable for letters. Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.2 of this Agreement, the maximum total compensation, including expense reimbursement, to be paid to Consultant under this Agreement during the Initial Term is Fifteen Thousand Five Hundred Dollars ($15,500) which includes one-time implementation costs plus a one year subscription of the software service ("Contract Sum"). One-time implementation fees are as follows: GORequest Setup $ 3,000 GOEnforce Setup $ 5,000 Digimap Integration Setup $ 3,500* Digimap Integration Discount ($ 3,500) Bundled Discount ($1,500) Total Setup $ 6,500 one time costs Annual subscription costs are as follows: GORequest subscription fees $ 4,200/year GOEnforce subscription fees $ 7,200/year Digimap subscription fees $ 900/year Digimap subscription fees discount ($900/year) Bundled Discount ($2,400/year) Total Subscription $ 9,000/year * Note: any additional fees that may be required from Digimap for integration or subscription are not included. City is responsible for ensuring a current subscription with Digimap for parcel data lookups to work in the GOEnforce system Schedule of Payments — Consultant will invoice City based upon the following schedule: 50% of one-time implementation costs at the commencement of the project 50% of one-time implementation costs upon completion of training Subscription fees will begin upon commencement of operation of the system. Subscription fees are always paid in advance and are billed annually prior to the expiration of the previous subscription period. Last revised 5-29-12 20 Exhibit C Schedule of Performance Consultant shall complete all services identified in the Scope of Services, Exhibit "A" of this Agreement in accordance with the attached Project Schedule, attached hereto and incorporated herein by this reference. Last revised 5-29-12 21 Exhibit D Special Requirements GOVERNMENT OUTREACH SUBSCRIPTION AGREEMENT 1. License Grants. Subject to the terms and conditions of this Agreement, Government Outreach grants to Customer during the Term of this Agreement the nontransferable, nonexclusive worldwide right to permit Users to (a) use the Government Outreach Service, (b) print and display the Content, and (c) use the Government Outreach Materials solely in connection with the Government Outreach Service, all solely for Customer's own internal business operations, provided such operations shall not include commercial time-sharing, rental, outsourcing or service bureau use. The rights granted to Customer in this Agreement are subject to all of the following agreements and restrictions: (i) Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Government Outreach Service or the Government Outreach Materials available to any third party other than the authorized Users of Customer, the citizens of Customer and contractors for Customer; (ii) Customer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Government Outreach Service or Government Outreach Materials or access the Government Outreach Service or Government Outreach Materials in order to build a similar or competitive product or service; (iii) Customer shall not disclose any review of the Government Outreach Software or Government Outreach Service, including but not limited to the results of any performance tests, to any third party without Government Outreach's prior written approval except where required by the California Public Records Act (Gov. Code sections 6250, at. Seq.); (iv) Customer acknowledges and agrees that Government Outreach or its Third Party Providers shall own all right, title and interest in and to all intellectual property rights (including all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof) in the Government Outreach Service and the Government Outreach Materials and any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Government Outreach Service or the Government Outreach Materials; (v) Customer does not acquire any rights in the Government Outreach Service or Government Outreach Materials, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Customer are reserved by Government Outreach; and (vi) this Agreement is not a sale and does not convey any rights of ownership in or related to the Government Outreach Service or Government Outreach Materials to Customer. Last revised 5-29-12 22 2. Licenses from Customer. Subject to the terms and conditions of this Agreement, Customer grants to Government Outreach and its Third Party Providers the non- exclusive, worldwide right to use, copy, transmit and display (a) Customer Data solely to the extent necessary to provide the Government Outreach Service and Government Outreach Materials to Customer, and (b) any trademarks that Customer provides Government Outreach for the purpose of including them in Customer's user interface of the Government Outreach Service ("Customer Trademarks"). Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data and information regarding Customer and Customer's Users. 3. Third Party Providers. All materials and services provided through the Government Outreach Service, as well as any Government Outreach Materials, including but not limited to information, documents, products, logos, graphics, sounds, images, software, and consulting, training or technical support services are provided either by Government Outreach or by its respective third party manufacturers, authors, developers, vendors, and service providers ("Third Party Providers") and are the copyrighted work of Government Outreach and/or its Third Party Providers. Except where expressly provided otherwise by Government Outreach, nothing in the Government Outreach Service, the Government Outreach Materials, or the Agreement shall be construed to confer any license to any of Government Outreach's or any Third Party Provider's intellectual property rights, whether by estoppel, implication, or otherwise. Government Outreach reserves the right to subcontract any or all services provided hereunder to third parties. 4. Disclaimer of Warranties. Government Outreach and its third party providers hereby disclaim all express or implied representations, warranties, guaranties, and conditions with regard to the government outreach service, the government outreach materials, and the services including but not limited to any implied representations, warranties, guaranties, and conditions of merchantability, fitness for a particular purpose, title and non -infringement, and quality of service, except to the extent that such disclaimers are held to be legally invalid. Government outreach and its third party providers make no representations or warranties regarding the reliability, availability, timeliness, quality, suitability, truth, accuracy or completeness of the government outreach service, the government outreach materials, or the services or the results customer may obtain by using the government outreach service, the government outreach materials, or the services. Without limiting the generality of the foregoing, government outreach and its third party providers do not represent or warrant that (a) the government outreach service or government outreach materials will meet customer's requirements; (b) the government outreach service or government outreach materials will operate in combination with other hardware, software, systems or data; (c) government outreach and its third party providers will be able to prevent third parties from accessing customer data or customer's confidential information, (d) the operation or use of the government outreach service or government outreach materials will be timely, secure, uninterrupted or error -free; (e) any errors will be corrected; (f) any stored customer data will be accurate or reliable, (g) the quality of any products, services, information, or other material customer purchases or obtains through the government outreach service will meet customer's requirements; or (h) the government outreach service, government outreach materials, or the systems that make the service available are free of viruses or other harmful components. Customer acknowledges that neither government outreach nor its third party providers controls the transfer of data over communications facilities, including the internet, and that the government outreach service and government outreach materials may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Government outreach is not responsible for any delays, delivery failures, or other damage resulting from such problems. Except where expressly provided otherwise by government outreach, the government outreach service, government outreach materials, and all content, including but not limited to the government outreach software, are provided to customer on an "as is" basis, and are for commercial use only. Customer assumes all responsibility for determining whether the government outreach service, government outreach materials and all content is accurate or sufficient for customer's purposes. 5. Confidential Information. Each party may have access to information that is confidential to the other party ("Confidential Information"). Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Customer's Confidential Information shall include, but not be limited to, Customer Data. A party's Confidential Information shall not include information that (i1 is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; (iv) is independently developed by the other party without use of or reference to the other party's Confidential Information. The parties agree to use all reasonable care to prevent disclosure of the other party's Confidential Information to any third party. Notwithstanding the foregoing, Customer acknowledges and agrees that Government Outreach may disclose Customer's Confidential Information to its Third Party Providers solely to the extent necessary to provide products or services under this Agreement, provided that Government Outreach has a non -disclosure agreement in place with such Third Party Provider that protects such Confidential Information against disclosure in a manner no less protective than this Agreement. This Section 5 will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law, public records act request, or valid order of a court or other governmental authority; provided, however, that a party who has been subpoenaed or otherwise compelled by a valid law, public records act request, or court order to disclose Confidential Information (the "responding party") shall first have given sufficient and prompt written notice to the other party of the receipt of any subpoena or other request for such disclosure. Notwithstanding the foregoing obligation of the responding party, nothing in this Section 5 shall limit or restrict the ability of the other party to act on its own behalf and at its own expense to prevent or limit the required disclosure of Confidential Information. This Section 5 constitutes the entire understanding of the parties and supersedes all prior or contemporaneous agreements, representations or negotiations, whether oral or written, with respect to Confidential Information. 6. Customer's Responsibilities. Customer agrees to comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with use of the Government Outreach Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data. Customer will ensure that any use of the Government Outreach Service by Customer's Users is in accordance with the terms of this Agreement. Customer agrees to notify Government Outreach immediately of any unauthorized use of any password or account or any other known or suspected breach of security or any known or suspected distribution of Content. If Customer uses the Government Outreach Service from locations other than the location from which Government Outreach controls and operates the Government Outreach Service, Customer is solely responsible for compliance with all applicable laws including but not limited to the export and import regulations of other countries. Customer acknowledges and agrees that the Government Outreach Service is subject to the U.S. Export Administration Laws and Regulations. Customer agrees that no part of the Government Outreach Service or information obtained through use of the Government Outreach Service, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects unless authorized by the U.S. Government. Proscribed countries are set forth in the U.S. Export Administration Regulations and are subject to change without notice, and Customer must comply with the list as it exists in fact. Customer certifies that neither Customer nor any Users are on the U.S. Department of Commerce's Denied Persons List or affiliated lists or on the U.S. Department of Treasury's Specially Designated Nationals List. Customer agrees to comply strictly with all U.S, export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Any unauthorized use of the Government Outreach Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. The Government Outreach Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. 7. Definitions A. "Content" means the audio and visual information, documents, products and services contained or made available to Customer in the course of using the Government Outreach Service, excluding software products. B. "Customer Data" shall mean any data, information or other materials, provided to Government Outreach by Customer in the course of using the Government Outreach Service, excluding identification and other information concerning Customer and Customer's Users. C. "Customer Care Services" shall mean the Services provided by Government Outreach or Third Party Providers pursuant to Government Outreach's then -current Customer Care Services Policy. D. "Government Outreach Materials" shall mean any materials provided or disclosed to Customer by Government Outreach or a Third Party Provider (1) in the course of performing Services other than the Government Outreach Service, (2) as part of an online tutorial provided with the Government Outreach Service, or (3) in the course of providing web seminars in which Customer or Customer's Users enroll. E. "Order Form(s)" means the document confirming Customer's subscription for the Government Outreach Service and any related products or Services, in either electronic or written form. The Order Form will specify the term of the subscription, the applicable fees, the billing period, and other terms. Each such Order Form shall be incorporated into and become a part of this Agreement; F. "Services" shall mean all services provided by Government Outreach or Third Party Providers under this Agreement, including but not limited to Customer Care Services, but does not include the Government Outreach Service. G. "Government Outreach" means Government Outreach, Inc., a California corporation, having its principal place of business at 2943 Victoria Meadow Ct., Pleasanton California 94566 USA. H. "Government Outreach Service" means the online customer relationship management, billing, data analysis, and other subscription services identified as such during the ordering process, including the Government Outreach Software, the Content and the third party software products provided as part of such services, operated and maintained by Government Outreach or its subsidiaries or contractors, accessible via http://govoutreach.com or another designated web site or IP address provided to Customer by Government Outreach, to which Customer is being granted access under this Agreement; I. "Government Outreach Software" means Government Outreach's proprietary software and user interfaces made available to Customer by Government Outreach as part of the Government Outreach Service; J. "Userls►" means Customer's employees, citizens, representatives, consultants, contractors or agents who are authorized to use the Government Outreach Service and have been supplied user identifications and passwords by Customer or on Customer's behalf; K. "You" or "Customer" means the individual or legal entity, its directors, officers, affiliates, agents, and employees, as identified in the Order Form. L. "Commencement of Operation" means first day that the service is used in production by Customer. IV IV= VVYOIIIIIICIII Vullaal4l Ills l.allllllldla VI IIIJUIaI1VG ./"..'1 w Lyaye I VI I VVI racV la Vy.04 ,.V,'72 �. l�� I YY ac-oRlca'� CERTIFICATE OF LIABILITY INSURANCE �' lisi ' DATE(MMIDDNYYY) 6/14/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(his) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Techlnsurance 1301 Central Expy. South, Suite 115 Allen, TX 75013 PHONE (BOO) 666-7020 FAX WC. No); 972) 390-8484 E-MAIL ADDRESS:PRODUCER CUSTOMER to N' INSURERS AFFORDING COVERAGE NAIL$ INSURED INSURERA: The Hartford 30104 INSURER B: Government Outreach Inc 2943 Victoria Meadow Ct Pleasanton, CA 94566 INSURERC: INSURER D: INSURER E NSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF MMIDDIYYVY POLICY EXP MMIDDlYYVY LIMITS A GENERAL LIABILITY ✓ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE IT] OCCUR Yes 46SBMVD5917 7/15/2012 7/15/2013 EACH OCCURRENCE $ 1,000.000 PREMISES Ea ommence S 300,000 MED EXP(Any one parson) $ 10,000 PERSONAL S ADV INJURY $ 1.0D0,000 GENERAL AGGREGATE $ 2.000,000 GENL AGGREGATE ✓ POLICY LIMIT APPLIES PER'. RO LOC PECT PRODUCTS-COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIREDAUTOS NON -OWNED AUTOS Yes 46SBMVD5917 7/182012 711512013 COMBINED SINGLE LIMIT (Ee eccitlenp $ 1000000 BODILY INJURY(Perpsmon) $ BODILY INJURY (Per accident) S ✓ PROPERTY DAMAGE (Per accident) $ ✓ $ S UMBRELLA LIAB EXCESS LAB OCCUR CLAIMS-MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION S $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETORIPARTNER/EXECUTIVE OFFICEWMEMBER EXCLUDED? (Mandatory In NH) If yes, desmix, under DESCRIPTION OF OPERATIONS belox N/A WC $TATI- OTH- E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ A Professional LIaNIiry (Enws and Omissions) 00TE025088009 7/1SQ012 7/19Q013 Occurrence / Aggregate $1,000,000 / $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Ramada; Schedule, N more space Is required) City of La Quints is named as Additional Inwretl mffi regard to the gemrat liability and automobile liability CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of La Quinta THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 78-495 Calla Tampico ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 1504 AUTHORIZED REPRESENTATIVE La Quints, California 92247-1504 01988-2009 ACORD CORPORATION. All rights reserved. A anon os ronnomol Tl.a Amon ........A 1...... ere ro..le$om f r..r..re nF Amnon ( ' 14• Iz CERTIFICATE OF LIABILITY INSURANCE PRODUCER 610-437-1900 THIS CERTIFICATE IS ISSUED AS A COO Dlsharoon & Greathouse ONLY AND CONFERS NO RIGHTS P.O. ox Oakland94 CAHOLDER. THIS CERTIFICATE DOES Larry Annis , is 94604• ALTER THE COVERAGE AFFORDED INSURED 7 rnveonr_ee INSURERS AFFORDING INSURER A .Star insurance I OP ID: AN DATE (MMMONYYYI 06114112 IF INFORMATION IE CERTIFICATE ND, EXTEND OR DLICIES BELOW. NAIC # 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR ADDVI POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY PREMISES EKLNI to ce E NED EXP(Any one person) E CLAIMS MADE OCCUR PERSONAL S ADV INJURY E GENERAL AGGREGATE E GENL AGGREGATE LIMIT APPLIES PER: PRa LOC POLICY JEQT PRODUCTS - COMPX]P AGO E AUTOMOBILE UABUTY ANY AUTO (Ea aeddent)INGLE LIMIT E ALL OWNED AUTOS SCHEDULED AUTOS BODILY IN (Perperson)) E HIRED AUTOS NON -OWNED AUTOS BODILY deJURY (Perr acdtlant) E PROPERTY DAMAGE (Pttacod.nt) E GARAGE LIABILITY. AUTO ONLY -EA ACCIDENT E OTHER THAN EA ACC E ANY AUTO E AUTO ONLY: AGO EXCESS I UMBRELLA LIABUTY EACH OCCURRENCE E AGGREGATE $ OCCUR CLAIMS MADE E E DEDUCTIBLE E RETENTION E WORKERS COMPENSATION AND EMPLOYERS' LIABILITYA ANY PROPRIETORIPARTNERIEXECUTIVE Y/❑N OFFICERIMEMSER EXCLUDED'! (Mandatory In KH) CMSTROB26947 01/01/12 01/01113 X I WC STATU- OTH- Y LIMITS ER E.I. EACH ACCIDENT E 1,000,00 E.L. DI SEASE - EA EMPLOYEEE - 1,D02,0D II ea, deer Wunder SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $1,060,00 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS 10 day notice of cancellation will apply for non-payment of premium. CITYLAQ SHOULDANYOFTHE ABOVE DESCRIBEDPOQCIES BE CANCELLEDBEFORETHEEXPWATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN City of La Quints NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL PO BOX 1604 78496 Calls Tampico IMPOSE NO OBLIGATION OR LMBUM OF ANY KIND UPON THE INSURER, ITS AGENTS OR La Quints, CA 922474 04 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Arnon 9A G9nnoin4i re11GRR-9nn8 ArnRn CORPnRATION_ All riehtn rMarvad The ACORD name and logo are registered marks of ACORD POLICYNUMBER: 46 SBM VD5917 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 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 SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations City of La Quinta 2943 Victoria Meadow Ct. 78-495 Calle Tampico Pleasanton, CA 94566 P.O. Box 1504 La Quinta, California 92247-1504 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section If — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment 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 2. That portion of 'your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1