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2012-2013 Willdan Financial Services - L&L AD 89-1
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 Willdan Financial Services ("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 Street Lighting and Landscape District 89-1 Administration Services, 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 7-3-12 1 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 meruit, 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 the Special Requirements 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 7-3-12 2 Compensation") in a total amount not to exceed Twenty Two Thousand and Thirty Five Dollars ($22,035) (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 7-3-12 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. Unless earlier terminated in accordance with Sections 8.7 or 8.8 of this Agreement, the term of this agreement shall commence on October 1, 2012 and terminate on September 30, 2013 (initial term). 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. Stacee Reynolds, Senior Project Manager b. Gladys Medina, Group Manager, District Administration Services C. Mark J. Risco, President and CEO 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 7-3-12 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, P.E., 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 7-3-12 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 -:VI: 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 7-3-12 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. Last revised 7-3-12 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. 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 Last revised 7-3-12 8 Consultant, provide the same minimum Consultant agrees to monitor and ret responsibility for ensuring that such cc requirements of this section. Consultan with subcontractors and others engaged review. 10. Consultant agrees not retentions or deductibles on any portion exception of professional liability cover will not allow any contractor, subcontra person in any way involved in the contemplated by this agreement to Consultant's existing coverage includes deductible or self -insured retention must City shall review options with the Cor elimination of the deductible or self - coverage, or other solutions. 11. The City reserves the contract to change the amounts and Consultant ninety (90) days advance change results in substantial additior negotiate additional compensation prop, - ----- -12. For purposes of applying will be deemed to have been executed any steps that can be deemed to be in this Agreement. 13. Consultant acknowledges failure on the part of City to inform insurance requirement in no way impos( does it waive any rights hereunder in this 14. Consultant will renew City, or its employees or agents face pursuant to this agreement. This oblig is canceled or terminated for any rea. effective until City executes a written s 15. Consultant shall provide herein expiring during the term of this i with other policies providing at least the Last revised 7-3-12 9 surance coverage required of Consultant. sw all such coverage and assumes all )rage is provided in conformity with the agrees that upon request, all agreements i the project will be submitted to City for self -insure or to use any self -insured if the insurance required herein (with the e, if required) and further agrees that it :or, Architect, Engineer or other entity or performance of work on the project elf -insure its obligations to City. If deductible or self -insured retention, the ie declared to the City. At that time the ultant, which may include reduction or sured retention, substitution of other ht at any time during the term of the )es of insurance required by giving the ritten notice of such change. If such cost to the Consultant, the City will onal to the increased benefit to City. isurance coverage only, this Agreement mediately upon any party hereto taking rtherance of or towards performance of and agrees that any actual or alleged onsultant of non-compliance with any any additional obligations on City nor r any other regard. required coverage annually as long as exposure from operations of any type i applies whether or not the agreement Termination of this obligation is not nent to that effect. that policies of insurance required lent have been renewed or replaced 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. 6.1 General Indemnification Provision. Last revised 7-3-12 10 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 caused 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, 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, to the extent resulting from the negligence, recklessness or willful misconduct in, 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 waiver of any rights hereunder. This obligation to indemnify and defend City as set Last revised 7-3-12 11 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. Last revised 7-3-12 12 7.0 RECORDS AND REPORTS. 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 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 Consultant, 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 Consultant 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. Consultant shall cause all subcontractors to assign to City any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages suffered thereby. In the event City or any person, firm or corporation authorized by City reuses said documents and materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said documents and materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect. 7.4 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. Last revised 7-3-12 13 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. - - - 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 Last revised 7-3-12 14 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 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. Last revised 7-3-12 15 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. To City: CITY OF LA QUINTA Attention: Frank J. Spevacek, City Manager 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92247-1504 To Consultant: WILLDAN FINANCIAL SERVICES Attention: Mark J. Risco President/CEO 27368 Via Industria, Suite 110 Temecula, California 92590 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 Last revised 7-3-12 16 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 I- J. p�cek, City Manager Date ATTEST: `du.� Susan Maysels, Interi City Clerk M. Katherine Jenson, City Attorney CONSULTANT: Willdan Financia Name: Mark J. Risco Title: President and CEO Date: July 24, 2012 Last revised 7-3-12 17 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 Frank J. Spevacek, City Manager ATTEST: Susan Maysels, Interim City Clerk • • ' �t KathFline Jenson, v CONSULTANT: Willdan Financia Name: Mark J. Risco Title: President and CEO Date: July 24, 2012 Last revised 7-3-12 17 Date Exhibit A Scope of Services Last revised 7-3-12 18 Exhibit A District Administration District Administration As part of the City's annual administration of its Landscaping and Lighting District, Willdan Financial Services ("Willdan°) will perform the following tasks: Task 1. Schedule an annual Kick-off Meeting with City staff to review the existing district and identify and discuss possible changes to the district for the upcoming fiscal year, including budget issues, annexations, modification to the district structure, expansion or changes in the improvements, as well as legislative changes that may impact the district. Task2: Prepare an annual levy timeline identifying key dates and tmeframes for pertinent tasks throughout the levy process. This timeline will be reviewed and discussed with staff and adjusted (as needed) to address the City's scheduling requirements or proposed district changes. Task 3: Maintain and update the parcel levy database for the district for the upcoming fiscal year. Utilizing the parcel levy database from the previous fiscal year, W lldan will update the parcel information and data for the district necessary to calculate and submit the annual levy of assessments to the County Auditor/Controller's Office for the upcoming fiscal year (as needed or as new data becomes available). Wlldan will enhance the data through parcel research using updated secured roll information; CountyAssessor maps; and various third - party resources to identify possible parcel changes and discrepancies for review. Specific information provided by the City (e.g., updated tract maps, building permits, parcels that the City has identified as exempt from assessments or have special circumstances for calculation of the annual assessments) will be reviewed and incorporated into the database. As needed, significant changes or identified inconsistencies will be researched and discussed with the City to ensure the annual assessment for each parcel is calculated according to the district's Method of Apportionment. Updates to the database will include those necessitated by the addition and/or removal of parcels, land subdivisions and merges, land use changes, and adjusted benefit information. The updated database will become the source for calculating the district's annual assessments. The same data can be used to produce copies of the assessed parcel information in hardcopy, CD-ROM, or other electronic formats. The County secured roll, Assessor's parcel maps, or other data sources necessary or required for the calculation of annual assessments will be purchased by Willdan; and the cost will be passed onto the City. Task 4: Provide (at the City's request) an update of the estimated benefit units currently identified in each district's levy database for the City's consideration in preparing the preliminary district budget. Task 5: Review the preliminary district budget provided by the City, while focusing on significant budget changes from the previous year and accurate cost recovery. As part of this review process, Willdan may request clarification of specific expenses or revenues to ensure the budget incorporates appropriate maintenance costs, administrative expenses, material costs, capital costs, and other incidental expenses, as well as available revenue sources to fund balances to achieve maximum cost -to -benefit equity. W Ildan will utilize updated parcel data and levy information for the district to establish more accurate estimates of anticipated assessment revenue and other estimated revenue sources associated with the district budget. Based on City's review of the preliminary budget, Willdan may provide specific recommendations or budget alternatives that the City may consider for inclusion in the final budget to be incorporated into the annual Engineer's Report and presented to the City Council. These recommendations may include both short and long-term budget considerations and objectives that may facilitate changes in the level of assessment or funding from other sources. If necessary, W Ildan can meet with the City to discuss aspects of the annual budget. Task 6: Draft resolutions to be adopted in conjunction with the annual levy process, and coordinate with the City attorney. Draft resolutions will utilize the previous year's resolutions as a template and incorporate specific updates and modifications (as needed), based on legislative changes or change within the district. Prior to City Council action, Wlldan will present copies of the draft resolutions for review to both City staff and City attorney. The City acknowledges that the City attorney should review all resolutions for form and content. Page A-1 Exhibit A District Administration Task 7. Prepare, in accordance with the Landscaping and Lighting Act of 1972 and the provision of California Constitution Article XIIID (Proposition 218), the districts annual Engineer's Report. This report will include the following items: • A general description of the district that may include key historical facts, zone designations, and discussion of district benefits. • A description of the plans and specification for the improvements (this may include a reference to documents on file at the City). • An estimate of improvement costs (budget). • A description of the Method of Apportionment (assessment calculation). • A diagram of the district (provided by the City or updated, as required). • An assessment of the estimated cost for each parcel. • An affidavit stating that a professional engineer has prepared the report. Task 8. Provide the City with two (2) bound copies of the full Engineer's Report, including the collection roll (one for the City Clerk, and one for City staff) and one unbound copy of the Engineer's Report for staff to reproduce, as needed. Task 9. Attend (in addition to the annual Kick-off Meeting) up to two City Council meetings, public hearings, and/or staff meetings; and be available to answer questions posed by City Council or staff. Typically, Willdan attends the public hearing; but may attend additional meetings to address budget issues with staff or to adopt of the Resolution of Intention (if requested). Task 10. Transfer the district's levy data (upon completion of the public hearing and adoption of the Resolution to Levy) to an electronic file that is compatible with the County computer system for entering individual parcel levy amounts to the tax roll. Task11. Pile the electronic collection file, the Resolution to Levy, and other necessary documentation required by the County Auditor/Controller's Office for collection of the assessments. Task 12. Research the exceptions (upon receipt of a parcel exceptions list from the County), update parcel number changes, and report the revised parcels and updated levy amounts to the County Auditor/Controller's Office. As necessary, Willden will prepare for the City additional County -required correspondences relating to the correction or removal of assessments to the County tax roll (tax bill change requests). Task 13. Provide the City (upon final reconciliation with the County of the applied levy) with a levy summary report comparing budget amounts, to the actual applied levy. This levy summary will include reasons for significant variances between the amounts budgeted, and the amounts actually applied to the County tax roll. Task 14. Act as primary contact (at the discretion of the City) to answer property owner questions regarding the district and assessments. Willdan will provide the County their toll -free telephone number for inclusion on the tax bills for property owners to call with questions. The preceding scope of services assumes that no new territories will be annexed to the district and that no new or increased assessments will be required. Page A-2 Exhibit A District Administration As part of the City's annual administration of its Assessment Districts, Wlldan will perform the following tasks: Task 1. Prepare an annual report, which will include findings and recommendations, as well as a summary of significant events. The reportwill contain a series of schedules, including district summary information; what was applied to the roll foreach parcel, broken down by principal, interest and adjustments; fund analysis; delinquency summary information; value -to -lien ratios; current debt service and amortization schedules; cash flow analysis; and bond call summary. Task2_ Provide assessment installment information for each parcel, formatted in the required configuration on nine -track magnetic tape or other media, to the County Auditor/Controller's Office for placement on the property tax roll. Task 3. Research and, if possible, resubmit installment amounts that are rejected by the County Auditor/Controller's Office. Any assessment installment that cannot be collected on the County property tax roll will be invoiced, on behalf of the City, directly to the property owner of record. Task 4. Provide a toll -free number to field inquiries from City staff, property owners, and other interested parties regarding assessment proceedings and annual installments. Task 5. Provide prepayment quotes of assessment liens and/or Notices of Assessment for all interested parties upon request. Fees for this service are paid by the requesting party and may be charged to a credit card; there is no charge to property owners and/or the City. Willdan will obtain recordation information for prepaid assessments and coordinate the Release of Lien. Task 6. Perform all required bond call spreads, and coordinate the early redemption of outstanding bonds. Task 7. Monitor delinquent installment payments in February and May of each year, and provide reports identifying all delinquent parcels, along with the corresponding delinquent installment amounts to the County. Task 8. Provide a report to the County Assessor's office each year, as required by Revenue and - — Taxation Code 163. The report will include a listing of each active parcel contained in each Assessment District; the remaining assessment amount; and the owner of each parcel, based on the County secured roll. Additional information will be provided for parcels that paid off their assessment during the year and will include the date and amount paid and, if available, the party paying off the assessment. This information will be sent electronically and in a hardcopy format to the County in January of each year. The City of La Quints acknowledges that Willdan shall be relying upon the accuracy and validity of the information provided by the City or their designees and that Willdan shall not be liable for any inaccuracies contained therein. Page A-3 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 to be paid to Consultant under this Agreement is Twenty Two Thousand and Thirty Five Dollars_($22,035) ("Contract Sum"). Last revised 7-3-12 19 Exhibit B Schedule of Compensation Total compensation for all work under this contract shall not exceed twenty-two thousand thirty-five dollars ($22,035), except as specified in Section 1.6 ('Additional Services°) of the Agreement. District Administration Compensation to Willdan for the prescribed scope of service will be as follows: District Number of Parcels 01 Old Fee 15% Discount New Fee La Quinta Assessment District Administration for FY 2012/13 25,544 $ 11,424 $ 1,714 $ 9,710 Landscape and Lighting District 89-1 Administration for FY 2012113 23,183 14,500 2,175 12,325 Total $ 3,889 $ 22,035 171 As of the fiscal year201212013 annuallevy, the numberof parcelsis approximate. Based on development and land -use changes, this number may slightly change from year-to-year, Should the number vary signfrroantly, there may be a need to re-evaluate the annual district fee. As the work progresses, fees are payable on a monthlypercentage-completion basis. Before each payment, Willdan will be responsible for submitting partial payment requests identifying the percentage of completion of each of the tasks in the scope of services for the City's review and approval. Expenses Willdan will be reimbursed for out-of-pocket expenses. Examples of reimbursable expenses include, but are not limited to: • Postage, • . Mileage (currently 55.50 per mile), and • Travel expenses, • Copying (currently 60 per copy). Any additional expense for reports or otherwise from outside services, will be billed to the City. Charges for meeting and consulting with counsel, the City, or other parties regarding services not listed in the scope of services will be at Willdan's hourly rates. In the event that a third party requests any documents from Willdan, Willdan may charge such third partyfor providing said documents in accordancewith Willdan's applicable rate schedule. Hourly Rates Additional services may be authorized by the City of La Quinta and will be billed by Willdan at the following hourly consulting rates: Title Hourly Rate Group Manager $ 210 Principal Engineer / Consultant 200 Senior Project Manager 165 Project Manager. 145 Senior Project Analyst 130 Senior Analyst 120 Analyst 100 Analyst Assistant 75 Property Owner Services Representative 55 Support Staff 50 Page B-1 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 7-3-12 20 Exhibit C Schedule of Performance Consultant shall complete all services in accordance with the project schedule below and made apart of this agreement. Completion Project Tasks Willdan establishes new levy database for the current year (including all preliminary February/ database checks, land uses, and parcel changes), and then identifies all levy issues, March including any additional maps or parcel information necessary to complete the Preliminary Engineer's Report. March Willdan develops draft Engineer's Report and begins preliminary assessment evaluation. City staff and Wlldan discuss the budgets, proposed assessments, and revenue March/April alternatives that were based on the preliminary assessment evaluation. City staff confirms their intent to not have any new or increased assessments (no property owner ballots will be required) and to finalize the levy process. City provides Willdan with final revisions to the budget that were based on previous discussions. April Based on City's input of the proposed assessments and budgets, Willdan completes final modifications to the Engineer's Report; and finalizes all resolutions and documentation. Willdan delivers: 1) Preliminary Engineer's Report. 2) All resolutions and documents necessary for the Intent Meeting. 3) Resolutions and documents needed for the public hearing (if completed). April/May Intent Meeting: 1) Initiate proceedings. 2) Preliminary approval of the Engineers Report (reviews and preliminarily approves the report and the proposed assessments). 3) Resolution of Intention. Willdan delivers: 1) Resolutions to be adopted at the public hearing (if not previously provided). 2) Final Engineer's Report (if changes or modifications to the preliminary report were ordered by City Council action, or If any substantial or material changes were made to the report that is on file with the City Clerk). Pursuant to sections 22626, 22552, and 22553 of the 1972 Act, and to 6061 of the May Govemment Code, the CityClerk shall publish the Resolution of Intention one time at least ten (10) days prior to the public hearing. Public Hearing: Council holds public hearing regarding the district and assessments. After the public hearing has been closed, the Council may discuss and adopt the appropriate resolutions for the district and levy of assessments: 1) Resolution approving the Engineer's Report (as submitted or amended). 2) Resolution Ordering the Levy and Collection of Assessments. Page C-1 Exhibit C Schedule of Performance Completion Project Tasks Extended public hearing: The.previous hearing may be continued to this date to allow additional testimony and/or to finalize the levy process and approve the final resolutions. June City Clerk provides Wlldan with two certified wet copies"of all documents to be submitted to the County with the assessment roll, including the Resolution Ordering the Levy and Collection of Assessments and any Proposition 218 compliance documentation. . July Willdan reviews, confirms, and updates all levy database files reflected in the Engineer's Report, budgets, and/or assessment rates approved by the City Council. August Willdan submits levy to County (levy tape, resolutions, and any other documentation). September W lldan submits levy corrections to the County for all taxable purposes. October Willdan provides the City with an applied levy summary. Page C-2 Exhibit D Special Requirements None. Last revised 7-3-12 21 . J)--lye, 'Id Y. AC-ORD.CERTIFICATE OF LIABILITY INSURANCE 13� ley, Renton & Associates ONLY AND CONFERS NO I O. Box 10550 HOLDER. THIS CERTIFICATE to Ana CA 92711-0550 ALTER THE COVERAGE AFFI INSURED n Financial Services INSURER B: Via Industria, Suite 110 INSURERC: la CA 92590 INSURERS AFFORDING COVERAGE HE •POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. OTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS 6RTIFICATE 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 TYPE OF INSURANCE POLICY NUMBER POLICYEFFECTIVE POLICYEXPIRATION LIMITS A GENERALLIABILITY 6301158P020 11/9/2011 11/9/2012 EACH OCCURRENCE $1,000,000 FIRE DAMAGE yoren $1,000,000 X COMMERCIAL GENERAL LIABILITY - MED EXP(My one pmImi) E10 0 0 CLAIMS MADE ROCCUR PERSONAL S ADV INJURY El 000 0 0 - X Contractual BFPD XCU GENERAL AGGREGATE E GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGO E2 0 000 POLICY PRa LOC JECT A AUTOMOBILE LIABILITY ANY AUTO 8101158PO20 11/9/2011 11/9/2012 COMBINED SINGLE LIMIT (Ea ecddenl) $1,000,000 X BODILY INJURY (Per person) E ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Par eoddenl) $ HIRED AUTOS AUTOS XNON-OWNED PROPERTY DAMAGE (Per ectidenl) E GARAGE LIABILITY AUTO ONLY -EA ACCIDENT E OTHER THAN EA ACC f ANY AUTO E . AUTO ONLY: AGO EXCESS LIABILITY EACH OCCURRENCE E AGGREGATE f OCCUR CLAIMS MADE E E DEDUCTIBLE S RETENTION f O WORKERS COMPENSATION AND WZP80998342 - 11/9/2011 11/9/2012 WC STATU- OTH- X E.L. EACH ACCIDENT $1,000,000 EMPLOYERS'LIABILITY - E.L. DISEASE. EAEMPLOYE E1 QOQ 000 ' E.L. DISEASE - POLICY LIMIT f B OTHER Professional Liability ED977441112 11/9/2011 11/9/2012 Per Claim $1,000,000 Annual Aggregate $1,000,000 Claims Made DESCRIPTION OF OPERATIONSAOCATRINSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS eneral Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respects to General Liability. e: L&L District Administration Services The City of La Quints, city employees & officers, the city engineers, its consultants, elected oficials; agents, and sub consultants are additional insured as respects to General and Auto Liability as required by written contract. Waiver Of Subrogation applies to GL as required by written contract. (TEMECULA) HOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED EFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER City of La Quints 4ILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE Attn: Ann Weaver, Public Work Dept. ERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO PO BOX 1504 3HALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON La Quinta CA 92247 rHE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTAnV , � - - 4 - ANg Workers' Compensation and Employers' Liability Insurance Policy Waiver of Our Right to Recover From Others Endorsement - California WC 04 03 06 If the following information is not complete, refer to the appropriate Schedule attached to the policy. Insured:Willdan Financial Services Producer: Dealey, Renton & Associates Schedule Person or Organization City of La Quinta Attn: Ann Weaver, PO Box 1504 La Quinta CA 92247 Additional Premium % Policy Number WZP80998342 Effective Date 10/31/2011 Job Description For which the insured has agreed by written Public Work Dept. contract executed prior to loss to furnish this waiver. The premium charge is 2% of policy standard premium at final audit. We have the right to recover our payments from any- one liable for an injury- covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) AWHWI_6*4� Authorized Representative WC040306 You trust maintain payroll records accurately segre- gating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for this endorsement shall be the percentage, as shown in the Schedule applicable to this endorsement, of the California workers' compensation premium otherwise due on such remuneration. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury": and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is limited as follows: C. in the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement shall not increase the limits of insurance described in Section III — Limits Ofinsurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such 'bodily injury' or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2, The following is added to Paragraph 4.a. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to "other insurance" available to the additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that 'other insurance". But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible "other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "other insurance". 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an 'occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: CG D414 04 08 0 2008 The Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY 1. How, when and where the "occurrence" or offense took place; 11. The names and addresses of any injured persons and witnesses; and Ill. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: ' 1. Immediately record the specifics of the claim or "suit" and the date received; and 11. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injuryand "property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 0 2008 The Travelers Companies, Inc. CG D4 14 04 08 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS —INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COVERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION It — LIABILITY COV- ERAGE: Any organization you newly acquire or forth dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT 1. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section It. C. EMPLOYEE HIRED AUTO The following is added to Paragraph A,1., Who Is An Insured, of SECTION II — LI- ABILITY COVERAGE: An 'employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. CA T3 53 0310 ® 2010 The Travelers Indemnity Company. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. COMMERCIAL AUTO 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while perform- ing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION 11 — LIABILITY COV- ERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS —INCREASED LIMITS 1. The following replaces Paragraph A.2.a:(2), of SECTION II — LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.Iii of SECTION 11— LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their house- holds. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (1) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (11) Neither you nor any other involved "insured" will make any settlement without our consent. (111) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limit Of Insurance, of SEC- TION II — LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limit Of Insurance, of SECTION 11 — LIABILITY COVER- AGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the ap- plicable limit of insurance in pay- ments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available Page 2 of 4 ® 2010 The Travelers Indemnity Company. CA T3 53 03 10 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO to the "insured" whether primary, excess contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- rttodes and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph AA.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident'. I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph AA.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL EFFECTS The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Effects We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Effects coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the 'accident" or 'loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". CA T3 53 0310 0 2010 The Travelers Indemnity Company. Page 3 of 4 Includes copyrighted material of Insurance services Office, Inc. with its permission. COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 62010 The Travelers Indemnity Company. CA T3 53 03 10 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. Ann Dixson From: Wendy Gallagher <wgallagher@willdan.com> Sent: Friday, July 06, 2012 10:30 AM To: Ann Dixson Cc: Stacee Reynolds; Arlene Romanelli; Joanie Reynolds Subject; RE: PSA Attachments: La Quinta LL 89-1-AD Admin Contract Exceptions July 2012 v1_O.docx; La Quinta Exec'd Agrmt (LL 89-1) 10-1-104801 v1_O.pdf Good morning, Ann, In Arlene's absence this week, I am processing the City's PSA for the Street Lighting and Landscape District 89-1 Administration Services. Willdan kindly requests the City once again consider the attached exceptions to Section 6.0 of the agreement. The 2010 PSA has also been provided for reference. Furthermore, Exhibit B's last sentence makes reference to Section 2.2 for the billing procedures but I believe it should be 2.3 instead. Lastly, would you like me to include our scope to Exhibit A? Thank you, WILL©AN Financial Services Wendy Gallagher Proposal Coordinator willdan Financial Services 27368 Via Industria. Suite 110 Temecula, Califomin 92590 T 951,587.3582 800.755,6864 F. 951.587.3510 888.326.6854 wea Ilae her(&wi Ildan. com From: Ann Dixson [mailto:AdixsonC&la-quinta.orol Sent: Tuesday, July 03, 2012 3:10 PM To: Stacee Reynolds; Arlene Romanelli Subject: PSA Importance: High Dear Stacee & Arlene: Per direction below, I was asked to change the wording in section 3.4 of your PSA since it has not been signed yet to reflect the changes requested of the City Attorney below. So, please use the attached version of the PSA and print out two copies, sign and date and send both PSA's to me. Thank you, and sorry for the confusion. Ann From: Terry Deeringer Sent: Tuesday, July 03, 2012 3:01 PM To: All Employees Cc: Nick Nickerson; kienson@rutan.com Subject: Contract/Agreement Templates on S drive have changed!