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Visiting Nurse Assoc/Indemnity Agreement 12INDEMNITY AND HOLD HARMLESS AGREEMENT This Indemnity Agreement and Hold Harmless ("Agreement") is hereby entered into by the City of La Quinta ("City") and Visiting Nurse Association of the Inland Counties ("Agency") as of October 25, 2012 through October 25, 2013. RECITALS A. The Agency has proposed to provide the following two free screenings to seniors and other members of the community at the La Quinta Senior Center ("Services"). Blood Pressure Screening: screening will consit of use of blood pressure cuff, stethoscope — measuring systolic pressure of heart beats and diastolic pressure between heart beats. Pulse Oximeter Screening: measures resting heart rate and oxygen saturation (level) by placement of index finger in oximeter. B. The City wishes to have Agency provide the Services at a location where its senior citizens and other residents of the City can obtain this service. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties agree as follows: Section 1 The foregoing Recitals are true and correct and are hereby incorporated herein by this reference and are expressly made a part of this Agreement. Section 2 2.1 Agency shall defend, indemnify and hold harmless the City and its officers, employees, and agents (collectively, "Indemnified Parties") from and against any and all of claims, causes of action, obligations, losses, liabilities, judgments, or damages, including reasonable attorneys' fees and costs of litigation (collectively "Claims") arising out of and/or in any way relating to the Agency's activities in the performance of the Services described in this Agreement, or to the Agency's acts and/or omissions in providing or administering the same, excepting only those claims, actions, obligations, losses, liabilities, judgments, or damages arising out of the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Revised 5-29-12 2.2 In the event the Indemnified Parties are made a party to any action, lawsuit, or other adversarial proceeding alleging negligent or wrongful conduct on the part of the Agency, the Agency shall provide a defense to the Indemnified Parties, or at the City's option, reimburse the Indemnified Parties on an ongoing monthly basis their costs of defense, including reasonable attorneys' fees, incurred in defense of such Claims. 2.3 In addition, the Agency shall be obligated to promptly pay any final judgment or portion thereof rendered against the Indemnified Parties. Section 3 3.1 Prior to the execution and throughout the duration of this Agreement, Agency shall maintain insurance in conformance with the requirements set forth below. Agency may use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Agency shall have it amended to do so. Agency acknowledges that the insurance coverage and policy limits set forth in this Section 3.1 constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to City in the event of a loss covered by this Agreement. Agency shall provide the following types and amounts of insurance: A. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. B. Workers' Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses. C. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non -owned and hired autos, or the exact equivalent. Limits shall be no less than $1,000,000 per accident, combined single limit. If Agency owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Agency or Agency's employees will use personal autos in any way on this project, Agency shall obtain evidence of personal auto liability coverage for each such person. Revised 5-29-12 D. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Such policy or policies shall include as insureds those covered by the underlying policies, including additional insureds. Coverage shall be "pay on behalf," with defense costs payable in addition to policy limits. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Agency, subcontractors or others involved in the provision of services under this Agreement. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. E. 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 provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. 3.2 Agency agrees to provide evidence of the insurance required herein, satisfactory to the City, consisting of. (a) certificate(s) of insurance evidencing all of the coverages required and, (b) an additional insured endorsement to Agency's Commercial general liability policy using ISO Form CG 20 10 with an edition date prior to 1988, which form shall include coverage for completed operations. The additional insured endorsement shall expressly name the City, its officers, and employees as additional insureds on the policy (ies) as to commercial general liability coverages, and completed operations coverages, with respect to liabilities arising out of Agency's performance of the Services under this Agreement. 3.3 Proof of compliance with these insurance requirements, consisting of endorsements and certificates of insurance, shall be delivered to City prior to Agency commencing performance of any of the Services described in this Agreement. Revised 5-29-12 Visiting Nurse Association of the Inland Counties ("Agency") By: / an Lynde Its: Sr. VP/CFO CITY OF LA QUINTA ("City") J. gatcck, City Manager APPROVED AS TO FORM: Im M. Katherine Jenson, City Attorney Revised 5Q9-12 Visiting Nurse Association of the Inland Counties /10 `Agency' By: Orman Lynde Its: sr. VP/CFO CITY OF LA QUINTA ("City'D 0 Frank J. Spevacek, City Manager APPROVED AS TO FORM: Lilm/fflmm Attorney Rn6ed 5-29-12 ec>Ra CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/9/2012 S CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS iTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE: _OW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ aRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. ORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject t( terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the CER ant Insurance Services, Inc. East Camelback Rd., Suite 420 Six AZ 85016-4266 =ing Nurse Association JNA California River Crest Dr. L ^side CA 92502 of Inland Counties INSURER E: :RAGES CERTIFICATE NUMBER:1158856959 REVISION NUMBER: IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY OD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO ILL THE TERMS, LIMITS SHOWN TYPE OF INSURANCE IN POLICY NUMBER MM ODY_FF MMIDDOLICWW LIMITS ENERALUABILITY PHPK835137 3/3/2012 3/3/2013 EACH OCCURRENCE $1,000,000 COMMERCIAL GENERAL LIABILITY DAMAGE TO ENTED PREMISES Ea occurrence $100,000 CLAIMS -MADE 1XI OCCUR MED EXP(Any one Person) $20,000 PERSONAL& ADV INJURY $1,000,000 GENERAL AGGREGATE $3,000,000 EN'LAGGREGATE LIMITAPPLIES PER: PRODUCTS - COMP/OP AGG $3,000,000 POLICY PRO LOC $ JTOMOBILE LIABILITY PHPK835137 3/3/2012 3/3/2013 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE $ HIRED AUTOS (Per accident) $ NON -OWNED AUTOS $ UMBRELLA LUAS OCCUR PHUB375179 3/3/2012 3/3/2013 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 EXCESS LIAB CLAIMS -MADE DEDUCTIBLE $ $ RETENTION $10, 000 DRKERS COMPENSATION TC2JUB1762B00712 5/16/2012 5/16/2013 X WC STIM OTH- T R IOEMPLOYERS' LU\BILITY Y/N E.L. EACH ACCIDENT $1,000,000 IV PROPRIETOR/PARTNER/EXECUTIVE :FICER/MEMBER EXCLUDED? N/A E.L. DISEASE -EA EMPLOYEE $1,000,000 andatorY In NH) res, describe under E. L. DISEASE -POLICY LIMIT $1,000,000 ASCRIPTION OF OPERATIONS below ofessional Liability PHPK835137 3/3/2012 3/3/2013 PL Each Limit $1,000,000 aim Made Retro 12/31/01 PHSD721834 3/3/2012 3/3/2013 PL Aggregate Limit $3,000,000 ime Coverage Crime Limit $550,000 Crime Ded $5,000 nrON OF OPERATIONS / LOCATIONS / VEHICLES (Adach ACORD 101, AddiSonel Remarks Schedule, If more space Is required) inta Senior Center and City of La Quinta are included as additional insureds. La Quints Senior Center Caroline Doran, Recreation Coordinator P.O. Box 1504 La Quinta CA 92247 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED RISPRESENTATIIV,�,E.'�'�-� jjtt /pppI d. C 1988-2009 ACORD CORPORATION. All rights reserver D 26 (2009/09) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: PHPK835137 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons Or Organization(s) City of La Quinta Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section 11 — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property dam- age" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 C