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Meridian Consultants, LLC/SilverRock 14CONTRACT SERVICES AGREEMENT THIS CONTRACT SERVICES AGREEMENT (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, a California municipal corporation ("City"), and MERIDIAN CONSULTANTS, LLC, a California limited liability company ("Contractor"). RECITALS WHEREAS, City desires to utilize the services of Contractor as an independent contractor to provide City with assistance in preparing environmental documentation for the proposed SilverRock Resort Project. B. Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees. C. City desires to retain Contractor, and Contractor desires to serve City and to perform these services subject to the terms contained herein and all applicable local, state and federal laws and regulations. NOW, THEREFORE, in consideration of the performance by the parties of the mutual promises, covenants, and conditions contained herein, the parties agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1. Scope of Services. In compliance with all of the terms and conditions of this Agreement, Contractor shall provide those services related to the SilverRock Resort Project, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Contractor warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. 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, Contractor 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. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, -plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement. Last Revised 02/15/14 1.4. Familiarity with Work. By executing this Agreement, Contractor warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties .and restrictions attending performance of the work under this Agreement. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 1.5. Standard of Care. Contractor acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Contractor's services and work will be held to a heightened standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Contractor represents to City that it holds the necessary skills and abilities to satisfy the heightened standard of work as set forth in this Agreement. Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Contractor, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, 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 Contractor shall not relieve Contractor from any obligation to correct any incomplete, inaccurate or defective work at no further cost to City, when such inaccuracies are due to the negligence of Contractor. 1.6. Additional Services. In accordance with the terms and conditions of this Agreement, Contractor shall perform services in addition to those specified in the Scope of Services only when directed to do so by the Contract Officer, provided that Contractor shall not be required to perform any additional services without compensation. Any addition in compensation not exceeding ten percent (10%) of the Contract Sum may be approved by the Contract Officer. Any greater increase must be approved by the City Council. 1.7. Special Requirements. Additional terms and conditions of this Agreement, if any, are set forth in Exhibit "D" (the "Special Requirements") which is incorporated herein by this reference and expressly made a part hereof. In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2.0 COMPENSATION 2.1. Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not to exceed the maximum contract amount of Thirty -Five Thousand, Nine Hundred Dollars ($35,900) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Last Revised 02-5-14 -2- 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 Contractor'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. 2.2. Method of Payment. In any month in which Contractor wishes to receive payment, Contractor 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 Contractor specifying that the payment requested is for work performed in accordance with the terms of this Agreement. City will pay Contractor 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. 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 Contractor, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4. Term. Unless earlier terminated in accordance with Sections 8.7 or 8.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services. Consideration shall be given to the schedule represented in the scope of services (Exhibit "A"). Last Revised 02-5-14 -3- 4.0 COORDINATION OF WORK 4.1. Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: a. Tony Locacciato, Principal In Charge Email:tlocacciato @ meridianconsultantsllc.com It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for City to enter. into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. The foregoing principals personnel may be assigned to express written approval of City. may not be changed by Contractor and no other perform the service reauired hereunder without the 4.2. Contract Officer. The Contract Officer shall be the Community Development Director or such other person as may be designated in writing by -the City Manager of City. It shall be Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 4.3. Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Contractor shall not subcontract with any other entity to perform in whole or in part the services -required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any attempted or purported assignment or sub -contracting by Contractor without the City's express written approval shall be null, void and of no effect. 4.4. Independent Contractor. Neither City nor any of its -employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor agrees to pay all required taxes on amounts paid to Last Revised 02-5-14 -4- Contractor under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. :Contractor shall fully comply with the workers' compensation laws regarding Contractor and Contractor's employees. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section 4.4. 4.5. City Cooperation. . City shall provide Contractor with any plans, publications, reports, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to Contractor only from or through action by City. 5.0 INSURANCE 5.1. Insurance. Prior to the beginning of any Work under this Agreement and throughout the duration of the term of this Agreement, Contractor shall procure and maintain, at its sole cost, and submit concurrently with its execution of this Agreement, insurance as described herein. All insurance coverage required by this Agreement shall be placed with insurers authorized to do business in the State of California with an A,M, Best and Company rating level of A- or better, Class VI or better, unless otherwise approved by the City's Risk Manager in writing. 5.1.1. Minimum Coverage. Insurance shall include the following (or broader) coverage: a. Insurance Services Office Commercial General Liability coverage "occurrence" form CG 00 01 or its equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate. b. Insurance Services Office form number CA 0001 or equivalent covering Automobile Liability, including hired and non -owned automobile 'liability with a minimum limit of $1,000,000 per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non - owned and hired auto endorsement to Contractor's commercial general liability policy. C. Contractor shall carry Workers' Compensation Insurance complying with California's worker's compensation laws, including statutory limits for workers' compensation and an Employer's Liability limit no less than $1,000,000 per accident or disease. Last Revised 02-5-14 -5- 5.1.2. Required Endorsements. Commercial General Liability insurance policies required to be provided by Contractor hereunder shall contain or be endorsed to contain the following provisions: a. City, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the Work or related to the Contract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10 with an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be provided either in the additional insured form or through another endorsement such as CG 20 37 with an edition date prior to 2004. b. General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. Coverage will not be limited to City's vicarious liability. C. Liability coverage shall be primary and non-contributing with any insurance maintained by the City. d. Each policy required hereunder, and the associated evidence of coverage (including the workers' compensation and employer's liability policies), shall provide that coverage shall not be suspended; voided, canceled or reduced in coverage or in limits except after prior written notice has been given to City. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice. e. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of recovery prior to a loss. Contractor waives its right of recovery against City. 5.1.3. Verification of Coveraae: Contractor shall deposit with City within fifteen (15) days of Notice to Proceed of the Contract certificates of insurance evidencing the coverage required hereunder and all required endorsements. 5.1.4. No Waiver or Obligation. There shall be no recourse against City for payment of premiums or other amounts with respect to the insurance required to be provided by Contractor hereunder. Any failure, actual or alleged, on the part of City to monitor compliance with these requirements will not be deemed as a waiver of any rights on the part of City. City has no additional obligations by virtue of- requiring the insurance set forth herein. In the event. any, policy of insurance required under this Agreement does not comply with these requirements or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any Last Revised 02-5-14 -6- premium paid by City will be promptly .reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. 5.1.5. Prompt Notice. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City 5.1.6. Subcontractors. Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor approved by City. All coverages for subcontractors, if any, shall be subject to all of the requirements stated herein unless otherwise approved in advance in writing by City's Risk Manager. 6.0 INDEMNIFICATION 6.0 Indemnification. To -the fullest extent permitted by law, Contractor 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 liability, claims, suits, actions arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, actual attorney fees incurred by City, court costs, interest, defense -costs including fees of expert Contractors or expert witnesses incurred in connection therewith and any other costs or expenses.of any kind whatsoever incurred in relation to, as a consequence of or arising out of or in any way attributable in whole or in part to the performance of this agreement. All obligations under this provision are to be paid by Contractor as the City incurs them. With respect to the design of public improvements, the Contractor 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 Contractor. 6.1.1. Exception to Contractor's Obligation to Indemnify. Without affecting the rights of City under any provision of this agreement or this section, Contractor shall not be required to indemnify and hold harmless City as set,forth above for liability attributable to the sole fault of City, provided such sole fault is determined by agreement between the parties or by the findings of a court of competent jurisdiction. This exception will apply only in instances where City is shown to have been solely at fault and not in instances where Contractor is solely or partially at fault or in instances where City's fault accounts for only a percentage of the liability involved. In those instances, the obligation of Contractor will be all-inclusive and City will be indemnified for all liability incurred, even though a percentage of the liability is attributable to conduct of the City. Last Revised 02-5-14 -7- 6.1.2. Contractor Acknowledgment. Contractor acknowledges that its obligation pursuant to this section extends to liability attributable to City, if that liability is less than the sole fault of City. 6.1.3. Indemnity Provisions for Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor, sub tier contractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this section. 6.1.4. No Waiver; Survival. Failure of City to monitor compliance with the requirements of this Section 6.1 imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. Contractor's obligation to indemnify and defend City as a set forth herein is binding on the successors, assigns, or heirs of Contractor and shall survive -the termination of this Agreement or this section. 6.2. Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: 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 Contractor to stop work under this Agreement and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. C. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Contractor's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractors' performance of work under this Agreement. 7.0 RECORDS AND REPORTS 7.1. Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning Contractor's performance of the services required by this Agreement as the Contract Officer shall require. Last Revised 02-5-14 —8— 7.2. Records. Contractor shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make ,records and transcripts from such records. . 7.3. Ownership of Documents. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form-, which are prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of City and shall be delivered to City upon termination of this Agreement or upon the earlier request of the Contract Officer, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Contractor shall cause all subcontractors to assign to .City any documents or materials prepared by them, and in. the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages suffered thereby. In the event City or any person, firm or corporation authorized by City reuses said documents and materials without written verification or adaptation by Contractor 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 Contractor 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 Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Contractor shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 7.5. Confidentiality. Contractor covenants that all data, documents, discussion, or other -information, if any, developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor to any person or entity without prior written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. 8.0 ENFORCEMENT OF AGREEMENT . 8.1. California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State Last Revised 02-5-14 -9- of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2. Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.8. 8.3. Retention of Funds. City may withhold from any monies payable to Contractor sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Contractor in the performance of the services required by this Agreement. 8.4. Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Contractor requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5. Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6. Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 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 Last Revised 02-5-14 —10— 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 Contractor. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically 'approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 8.3. 8.8. Termination for Default of Contractor. If termination is due to the failure of Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.2, take over work and prosecute the same to completion by contract or otherwise, and Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Contractor for the purpose of setoff or partial payment of the amounts owed City as previously stated in Section 8.3. 8.9. Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 9.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION 9.1. Non -liability of City Officers and Employees. No officer or employee of City shall be personally liable to Contractor, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2. Conflict of Interest. No officer or employee of City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Contractor warrants that it has not paid or given and will not pay or give any third party any money or general consideration for obtaining this Agreement. 9.3. Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of 'race, color, creed, religion, sex, marital status, national origin or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. Last Revised 02-5-14 -11- 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: Les Johnson, Community Development Director 78-495 Calle Tampico La Quinta, CA 92253 To Contractor: MERIDIAN CONSULTANTS LLC Attention: Tony Locacciato, Partner 860 Hampshire Road, Suite P Westlake Village, CA 91361 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. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail except as otherwise provided in Section 1.7. 10.4. 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. 10.5. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 10.6. 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 provision's of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. Last Revised 02-5-14 —12— "City" CITY OF LA QUINTA, a California municipal corporation and charter city . SPNEVACEK, City Manager Dated: ATTEST: L W 'Kotdd- SUSAN MAYSELS, City Wk, La Quinta, California APPROVED AS TO FORM: M. KATHERINE JEN City gfj-a Quinta, Cal , City Attorney "Contractor" MERIDIAN CONSULTANTS, LLC, a California limited liability company i!/ TONVLOCACCIATO Title: Partner Last Revised 02-5-14 —13- Exhibit A SCOPE OF SERVICES SilverRock Resort Preparation of Environmental Documentation Meridian Consultants May 12, 2014 PROJECT UNDERSTANDING AND APPROACH The City of La Quinta is proposing to enter into a Purchase, Sale, and Development Agreement with a master developer to develop the resort uses allowed by the adopted SilverRock Specific Plan. The City's former redevelopment agency acquired this site in 2002 and the City opened the 18 -hole public golf course in 2005. The portions of the site planned for resort development remain vacant. Meriwether Companies is proposing to serve as the master developer for the resort development at SilverRock. The City is proposing to enter into a series of agreements with the Meriwether Companies, including a Purchase, Sale, and Development Agreement, and a Development Agreement. Two phases of development of the resort uses allowed by the Specific Plan are proposed. The first phase of resort development would include luxury and lifestyle hotels, single and multi -family resort residential units, retail commercial uses, an entertainment and arts' center with an outdoor amphitheater, and a new golf course clubhouse. The second phase will consist of the additional resort uses allowed by the adopted Specific Plan. CEQA compliance for the acquisition of this site by the City's f o r m e r redevelopment agency in 2002 was supported by a Mitigated Negative Declaration based on an Initial Study prepared by Mr. Locacciato for the City. This Initial Study incorporated information from the full scope EIR, also prepared by Mr. Locacciato for the resort development KSL Resorts previously proposed for this site. In 2006, Mr. Locacciato prepared the SilverRock Specific Plan for the City, along with an Addendum to the original MND and a Water Supply Assessment to support the adoption of the Specific Plan. The City adopted the La Quinta 2035 General Plan in February. 2013. The 2035 General Plan incorporates the adopted SilverRock Specific Plan. The General Plan EIR provides current information on the existing environmental conditions in the City and the projected impacts of development of the uses allowed by the General Plan, including full development of the SilverRock Resort. Section 15164 of the CEQA Guidelines allows an Addendum to an adopted MND to be prepared when neither the changes to the project nor the changes to the circumstances under which the project will occur result in the identification of new or substantially more severe impacts than identified in the adopted MND. As no substantial changes to the type or intensity of the land uses allowed by the SilverRock Specific Plan are proposed, preparation of an Addendum would be appropriate, provided that changes to the existing environment have not changed in a manner that would result in new or greater significant impacts. In order to document that the circumstances under which the SilverRock Resort will be developed have not changed such that the development will result in new or more severe Last Revised 02/15/14 significant impacts, Meridian Consultants will incorporate information from the City's recently adopted 2035 General Plan and the General Plan EIR. These documents provide a current comprehensive database of information on existing and projected environmental conditions that will allow Meridian Consultants to prepare a comprehensive and thorough Initial Study and Addendum quickly and cost effectively. Meridian Consultants will supplement this information by preparing updated air quality analysis to support analysis of Greenhouse Gas impacts, now required under CEQA, but not required at the time the last environmental review document was prepared for this project in 2006. Our approach provides for the preparation of an Initial Study/Addendum to the 2002 and 2006 environmental review documents for the SilverRock Project containing all information required by the CEQA Guidelines as well as sufficient information on the background and history of the project to make the Addendum an easy to understand document. Since an Addendum is an environmental review document that does not identify new or substantially more severe significant impacts, circulation of an Addendum for public review and review by other public agencies is not required by the CEQA Guidelines. SCOPE OF WORK Tasks to be completed by Meridian Consultants and the methodologies to be used are described below. TASK 1 - Prepare Draft Initial Study and Addendum for Review Meridian Consultants will prepare a draft Initial Study/Addendum document for review by the City of La Quinta. When an Addendum is prepared, the CEQA Guidelines require a brief explanation of the basis for the decision not to prepare a Supplemental or Subsequent EIR that is supported by substantial evidence. The Initial Study/Addendum format and content will be structured to substantiate the conclusion that an Addendum is the proper form of environmental document for the proposed Purchase, Sale, and Development Agreement and related agreements and actions. The Addendum will include an Introduction section that presents a summary of CEQA requirements for environmental review of a project after an MND has been prepared and adopted, the history of the planning, environmental review, and development of the SilverRock Resort project, and the current status of the project. A fully illustrated and comprehensive description of the resort uses as proposed in the Purchase, Sale, and Development Agreement will be provided based on the information provided to the City by the Meriwether Companies. This description will demonstrate that the uses proposed are consistent with the resort uses allowed by the SilverRock Specific Plan. The environmental analysis section will include separate subsections for each environmental topic. A summary of the information and conclusions of the analysis in the 2002 MND and 2006 Addendum will be presented first for each topic to provide a basis for comparison of the impacts identified in these documents with the updated information and analysis of the impacts of developing the resort uses as currently proposed and permitted by the adopted Specific Plan. Updated information reflecting changes in existing conditions will then be provided along with analysis of the environmental impacts of fully developing the permitted uses. The primary source of information for this update will be the City's 2035 General Plan and the General Plan EIR. These documents provide recent information and analysis of key topics, such as traffic and water supply, sufficient for this Initial Study/Addendum. This information will be supplemented with any additional information provided by the City and/or the Meriwether Companies. One new topic of analysis identified in the current CEQA Guidelines since the preparation of the last environmental review document for the SilverRock Project in 2006 is the impact of Greenhouse Gas (GHG) Emissions. To address this topic, Meridian Consultants will prepare updated air emissions modeling for the project using the South Coast Air Quality Management District (SCAQMD) CaIEEMod emissions to provide a quantified estimate of GHG emissions from the project. While the South Coast Air Quality Management District has not formally adopted thresholds for determining the significance of GHG emissions, draft thresholds were identified in 2010. Under these thresholds, if a community has adopted a GHG Reduction Plan, the GHG impacts of any project determined to consistent with such a plan are considered not to be significant. Since the City adopted a GHG Reduction Plan with the 2035 General Plan, the consistency of the proposed resort uses with this plan will be provided to support the conclusion that the GHG emissions generated by the SilverRock Resort project will not be significant. For each topic the following conclusions will be made for each of the following standards identified in Section 15162 of the CEQA Guidelines: The proposed Purchase, Sale, and Development Agreement will not result in any new significant environmental impacts not identified in the adopted MND. The proposed Purchase, Sale, and Development Agreement will not result in any substantial increase in the severity of the significant environmental impacts identified in the adopted MND. No new mitigation measures considerably different from those identified in the adopted MND have been identified that would substantially reduce one or more significant impacts identified in the MND. Where appropriate, the mitigation measures in the General Plan EIR will be incorporated into the Addendum to demonstrate consistency with the La Quinta 2035 General Plan along with an explanation of why these measures are not considerably different than those in the adopted MND and the Addendum to the MND. This format will provide the substantial evidence required by the CEQA Guidelines to support the preparation of an Addendum on a topic -by -topic basis. Three copies of the draft Initial Study/Addendum document will be provided for review by the City. TASK 2 - Prepare Final Addendum After review by the City, Meridian Consultants will modify the Addendum as needed to reflect the City's comments and prepare the Final Addendum to support review of the proposed Purchase, Sale, and Development Agreement by the Planning Commission and City Council. Fifteen copies of the revised Addendum will be provided along with three copies of the Final Addendum if the City receives any comments that require further revisions to the Addendum. TASK 3 — Project Management, Coordination, and Attendance at Project Meetings and Public Hearings The Meridian Consultants Principal managing this project, Tony Locacciato, AICP, and the principal planner preparing the Addendum, Chris Hampson, will attend a project kick-off meeting, coordinate with the City's project manager on an as needed basis and also attend meetings with the City of La Quinta within the allowances defined in the attached cost proposal. In addition, attendance at one Planning Board and one City Council hearing are included in this task. Exhibit B Schedule of Compensation Payment shall be on a "Fixed Fee" basis in accordance with the Contractors Schedule of Compensation attached herewith for the work tasks performed in conformance with Section 2.2 of the Agreement. Total compensation for all work performed under the Agreement shall not exceed Thirty -Five Thousand Nine Hundred Dollars ($35,900) except as specified in Section 1.6 - Additional Services of the Agreement. Additional authorized services will be billed at Contractor's then current hourly consulting rates. Contractor's current hourly rates are set forth in the attached rate schedule. The cost to prepare the Addendum by task and staff category is provided on the following page. All costs will be billed monthly to the City on a time and materials basis, not to exceed the total proposed amount, in accordance with the attached fee schedule. Meridian Consultants Cost and Staffing Plan SilverRock Resort Development Agreement Initial Study/EIR April 30, 2014 STAFF Senior Staff Document TOTAL CATEGORY Principal Planner Planner Production BILLING RATE $195 $125 $95 $75 TASK 1: PREPARE DRAFT ADDENDUM FOR CITY REVIEW Prepare Addendum 16 40 40 16 $13,120 Prepare Air Quality & Greenhouse Gas Analysis 4 8 40 $5,580 SUBTOTAL $3,900 $6,000 $7,600 $1,200 $18,700 TASK 2: PREPARE FINALADDENDUM Revise Addendum 8 24 16 8 $6,680 SUBTOTAL $1,560 $3,000 $1,520 $600 $6,680 TASK 3: PROJECT MGMT., COORDINATION & MTGS. Project Management & Coordination 8 6 $2,310 Attend Project Meetings 12 12 $3,840 Attend One Planning Commission & One City Council Hearing 16 $3,120 SUBTOTAL $7,020 $2,250 $0 $0 $9,270 $12,480 $11,250 $9,120 $1,800 $34,650 EXPENSES Reproduction $250 Deliveries, Mail & Mileage Allowance $1,000 SUBTOTAL $1,250 TOTAL COST 1 $35,900 Last Revised 02/15/14 Exhibit C Schedule of Performance Meridian Consultants will submit the Draft Addendum for review by the City within four (4) weeks of contract execution. Following the receipt of comments from the City, the Addendum will be revised and the Final Addendum will be submitted within 1 (one) week. Last Revised 02/15/14 Exhibit D Special Requirements None. Las[ Revised 02/15/14 MERID-4 OP ID: BH .4COROr �- CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/15/14 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER - Phone: 805-212-4890 United Agencies, Inc. (A) CA License #0252636 Fax: 805-212-4891 638 Lindero Canyon Rd.,Ste 302 Oak Park, CA 91377 CONTACT NAME: PHONE FAX A/c No Ext),.' A/C No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # Tim Holland INSURERA:Golden Eagle Insurance Corp. 10836 INSURED Meridian Consultants, LLC 860 Hampshire Road, Ste P Westlake Village, CA 91361 INSURER B: Landmark American Ins. Co. 33138 INSURER C: Peerless Indemnity Ins. Co. INSURER D : A INSURER E : X INSURER F: BOP1083485 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DDL UBR POLICY NUMBER MM/uDDY EFF MMIDpY� LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,00 PREMISES Ea occurrence)$ 50,00 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FXI OCCUR X X BOP1083485 02/27/14 02/27/15 MED EXP (Any one person) $ 5,00 PERSONAL & ADV INJURY $ 2,000,00 GENERAL AGGREGATE $ 4,000,00 GEN'L AGGREGATE LI M IT APPLI ES PER: PRODUCTS - COMP/OP AGG $ 4,000,00 X POLICY PRO LOC $ AUTOMOBILE LIABILITY eD SINGLE LIMIT $ 1,000,00 (Ea BODILYINJURY (Per person) $ A ANY AUTO BOP1083485 02/27/14 02/27/15 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident NON -OWNED X HIRED AUTOS Ix AUTOS X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 2,000,00 AGGREGATE S 2,000,00 A EXCESS LIAB CLAIMS -MADE CU8944766 04/16/14 02/27/15 DED I I RETENTIONS $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y /❑N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A C8972164 03/12/14 03/12/15 X WC STATU- OTH- RY LIMITS ER E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYE S 1,000,00 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,00 B Professional Liab LHR823318 03/12/14 03/12/15 Aggregate 2,000,000 Each Occ 2,000,00 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) The City of La Quinta, its employees, officials, agents and member agencies are named as Additional Insured as required by written contract. Coverage is Primary and Non -Contributory. A Waiver of Subrogation applies. *30 days notice of cancellation except 10 days for non-payment of premium. CERTIFICATE HOLDER CANCELLATION CITYLAQ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Ci of La Quints THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 78-495 Calle Tampico La Quinta, CA 92253 AUTHORIZED REPRESENTATIVE I ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL LIABILITY GOLD ENDORSEMENT - CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION I — COVERAGES COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY 2. Exclusions Item 2.g. 2) is replaced with the following: 2.g. 2) a watercraft you do not own that is: a) less than 50 feet long; and b) Not being used to carry persons or property for a charge. Item 2.g. 6) is added: 6) An aircraft in which you have no ownership interest and that you have chartered with crew. The last paragraph of 2. Exclusions is replaced with the following: Exclusions c. through n. do not apply to damage by fire, explosion, sprinkler leakage, or lightning to premises while rented to you, temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits of Insurance. SECTION I — COVERAGES COVERAGE C. MEDICAL PAYMENTS If Medical Payments Coverage is provided under this policy, the following is changed: 3. Limits The medical expense limit provided by this policy shall be the greater of: a. $1000; or b. The amount shown in the declarations. Coverage C. Medical Payments is primary and not contributing with any other insurance, even if that other insurance is also primary. The following is added: COVERAGE D. PRODUCT RECALL NOTIFICATION EXPENSES Insuring Agreement We will pay "product recall notification expenses" incurred by you for the withdrawal of your products, provided that: a. Such withdrawal is required because of a determination by you during the policy period, that the use or consumption of your products could result in "bodily injury" or "property damage"; and b. The "product recall notification expenses" are incurred and reported to us during the policy period. The most we will pay for "product recall notification expenses" during the policy period is $100,000. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B Item b. and d. are replaced with: b. The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit" including actual loss of earnings up to $500 a day because of time off from work. Includes copyrighted material of Insurance Services Offices Inc., with its permission. GECG 970 (01111) Page 1 of 4 V,� �, -,-, �v \� SECTION II —WHO IS AN INSURED Item 4. is replaced with: 4. Any subsidiaries, companies, corporations, firms, or organizations you acquire or form during the policy period over which you maintain a controlling interest of greater than 50% of the stock or assets, will qualify as a Named Insured if: a) you have the responsibility of placing insurance for such entity; and b) coverage for the entity is not otherwise more specifically provided; and c) the entity is incorporated or organized under the laws of the United States of America. However; coverage under this provision does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the entity, or "personal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the entity. Coverage under this provision is afforded only until the end of the policy period, or the twelve (12) month anniversary of the policy inception date whichever is earlier. SECTION III — LIMITS OF INSURANCE Paragraph 2. is amended to include: The General Aggregate Limit of Insurance applies separately to each "location" owned by you, rented to you, or occupied by you with the permission of the owner. Paragraph 6. is replaced with the following: 6. Subject to 5. above, the Fire Damage Limit is the most we will pay under Coverage A for damages because of "property damage" to premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner, arising out of any one fire, explosion or sprinkler leakage incident. The Fire Damage Limit provided by this policy shall be the greater of: a. $500,000 or b. The amount shown in the Declarations. SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS Item 2. a. is replaced with: 2. Duties In The Event of Occurrence, Offense, Claim or Suit a. You must promptly notify us. Your duty to promptly notify us is effective when any of your executive officers, partners, members, or legal representatives is aware of the `occurrence", offense, claim, or "suit". Knowledge of an `occurrence", offense, claim or "suit" by other employee(s) does not imply you also have such knowledge. To the extent possible, notice to us should include: 1) How, when and where the "occurrence" or offense took place; 2) The names and addresses of any injured persons and witnesses; and 3) The nature and location of any injury or damage arising out of the `occurrence", offense, claim or "suit'. Item 4. b. 1) b) is replaced with: b. Excess Insurance 1) b) That is Fire, Explosion or Sprinkler Leakage insurance for premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner; or Item 6. is amended to include: 6. Representations d: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. Includes copyrighted material of Insurance Services Offices Inc., with its permission. GECG 970 (01111) Page 2 of Item 8. is replaced with: 8. Transfer of Rights Of Recovery Against Others To Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. b. If required by a written "insured contract", we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under that written "insured contract" for that person or organization and included in the "products -completed operations hazard". Item 10. and Item 11. are added: 10. Cancellation Condition If we cancel this policy for any reason other than nonpayment of premium we will mail or deliver written notice of cancellation to the first Named Insured at least 60 days prior to the effective date of cancellation. 11. Liberalization If we adopt a change in our forms or rules which would broaden your coverage without an extra charge, the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. SECTION V — DEFINITIONS The following definitions are added or changed: 9. "Insured contract" a. Is changed to: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, explosion or sprinkler leakage to premises while rented to you, or temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner is not an "insured contract". 23. and 24. are added: 23. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 24. "Product recall notification expenses" means the reasonable additional expenses (including, but not limited to, cost of correspondence, newspaper and magazine advertising, radio or television announcements and transportation cost), necessarily incurred in arranging for the return of products, but excluding costs of the replacement products and the cash value of the damaged products. The following Provisions are also added to this Coverage Part: A. ADDITIONAL INSUREDS — BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under SECTION II — WHO IS AN INSURED is amended to include as an insured any person or organization when you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy to provide insurance such as is afforded under this Coverage Part. Such person or organization is not entitled to any notices that we are required to send to the Named Insured and is an additional insured only with respect to liability arising out of: a. Your ongoing operations performed for that person or organization; or b. Premises or facilities owned or used by you. With respect to provision 1.a. above, a person's or organization's status as an insured under this endorsement ends when your operations for that person or organization are completed. With respect to provision 1.b. above, a person's or organization's status as an insured under this endorsement ends when their contract or agreement with you for such premises or facilities ends. Includes copyrighted material of Insurance Services Offices Inc., with its permission. GECG 970 (01/11) Page 3 of 4 2. This endorsement provision A. does not apply: a. Unless the written contract or agreement has been executed, or permit has been issued, prior to the "bodily injury", "property damage" or "personal and advertising injury"; b. To "bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, in the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project; c. To the rendering of or failure to render any professional services including, but not limited to, any professional architectural, engineering or surveying services such as: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities; d. To "bodily injury", "property damage" or "personal and advertising injury" arising out of any act, error or omission that results from the additional insured's sole negligence or wrongdoing; e. To any person or organization specifically designated an additional insured for ongoing operations by a separate ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS endorsement issued by us and made a part of this policy B. PRIMARY NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION Condition 4. Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: a. The following is added to paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written "construction contract" to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. For the purposes of this endorsement, "construction contract" means a written contract or written agreement other than a premises lease, facilities rental contract or agreement, an equipment rental or lease agreement, or a permit issued by a state, county, municipality or other governmental authority. b. The following is added to paragraph b. Excess Insurance: (3) Except as specified in paragraph a., above, any other insurance in which a parry who is an additional insured hereunder is designated as a Named Insured. Regardless of the terms of any written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured. Includes copyrighted material of Insurance Services Offices Inc., with its permission. GECG 970 (01111) Page 4 of 4 Monika Radeva From: Terry Deeringer Sent: Friday, May 30, 20144:25 AM To: Monika Radeva Cc: Les Johnson Subject: Re: Meridian Consultants - Liability Insurance for Contract Services Agreement Yep --that's what we needed --good to go now. No access to laptop till I return Monday so go ahead and initial for me if you like and send it through. Thanks Terry Sent from my iPhone On May 29, 2014, at 11:29 AM, "Monika Radeva" <Mradeva@la-quinta.org> wrote: Good morning Terry: Please find attached the revised insurance certificate provided by Meridian Consultants addressing the "primary non-contributory" on page 5. Please let me know if this meets the City's requirements. Thank you! Monika. Radeva Executive Assistant Community Development Department City of La Quinta 78-495 Calle Tampico, La Quinta, CA 92253 Tel: (760) 777 - 7118 Fax: (760) 777 - 7011 E-mail: MRadeva@La-Quinta.org From: Tony Locacciato[mailto:tlocacciatoC&meridianconsultantslic.com] Sent: Wednesday, May 28, 2014 1:23 PM To: Monika Radeva Cc: Les Johnson Subject: RE: Meridian Consultants - Liability Insurance for Contract Services Agreement Monika — please see the attached. Our insurance agent believes the language on page 5 responds to your question: BTRIM ARY NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION Condition 4.Other Insurance of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: a. The following is added to paragraph a. Primary Insurance: If an additional insured s policy has an Other Insurance provision making its policy excess, and you have STATEMENT OF ECONOMIC INTERESTS COVER PAGE Please type or print in ink. Date Received Oficial Use Only NAME OF FILER (LAST) (FIRST) (MIDDLE) Locacciato Anthony R 1. Office, Agency, or Court Agency Name (Do not use acronyms) Meridian Consultants, LLC Division, Board, Department, District, if applicable Your Position Partner ► If filing for multiple positions, list below or on an attachment. (Do not use acronyms) Agency: 2. Jurisdiction of Office (Check at least one box) ❑ State ❑ Multi -County © City of City of La Quinta Position: ❑ Judge or Court Commissioner (Statewide Judsdiction) F-1 C.onnty of © Other Consultant 3. Type of Statement (Check at least one box) © Annual: The period covered is January 1, 2013,.through El Leaving Office: Date Left I I becember 31, 2013. (Check one) The -peri odCovered is —J—J through O The -period covered is January 1, 2013, -through the date of December 31, 2013. leaving office. ❑ Assuming Office: Date assumed O The period covered is I through the date of leaving office. ❑ Candidate: Election year 4. Schedule Summary Check applicable schedules or "None." ❑ Schedule A-1 Investments - schedule attached ❑ .Scf wield "-2 .Jnvestments -- schedule. attached 0 Schedule B -Real Property – schedule attached and office sought, if different than Part 1: ► Total number of pages including this cover page: Schedule C -. Income, Loans, & Business Positions – schedule attached Schedule D - Income – Gifts –.schedule attached ❑ Schedule E - Income – Gifts -Travel Payments - schedule attached or - None -.No reportable interests on any schedule 5. Verification MAILING ADDRESS STREET CITY STATE ZIP CODE (Business or Agency Address Recommended - Public Document) 860 P Hampshire Road Westlake Village CA „ 91361 DAYTIME TELEPHONE NUMBER E-MAIL ADDRESS (OPTIONAL) ( 805 ) 36775725. I have used all reasonable diligence in preparing this statement. I have reviewed this statement'and to the best of my knowledge the information contained herein and in any attached schedules is true and complete. I acknowledge this is a public document. I certify under penalty of perjury under the laws of the State of California that'the foregoing is true and correct. Date Signed 06/02%2014 (month, day, year) Signature the onginallysigned statement with your FPPC Form 700 (2013/2014) FPPC Advice Email: advice@fppc.ca.gov FPPC Toll -Free Helpline: 866/275-3772 www.fppc.ca.gov BUSINESS LOCATION OUTSIDE CITY LIMITS QUMrC4(J 78-495 Calle Tampico, La Qninta, CA 92253 (760) 777-7000 CERTIFICATE NON -TRANSFERABLE BUSINESS NAME: MERIDIAN CONSULTANTS LLC BUSINESS ADDRESS: 860 HAMPSHIRE ROAD, SUITE P WESTLAKE VILLAGE CA 91361 4 BUSINESS LOCATION OUTSIDE CITY LIMITS Deur Business Owner: Please be aware that issmutce off' business license by the City does not authorize you to conduct business in it building or tenant space that Inas not been approved for occupancy by the Building and Safety Department. Iryou have Maly questions regarding this issue, or ifyou arc not sure Ira Certificate of Occupancy has been issued for yourphnce of business, please contact Building and Surely Mt (760)777-7012. The Licensee nnmed herein laving paid to tine City of La Quiata all fees required, license is hereby granted said licensee to transect the business herein set forth, for lite period stalled, in conformity with the Provisions of Ordinance No. 2 of this City. This Licensee is Issued without verification that the licensee Is subject to or exempt from licensing by the State of Cali Fla rain. BUSINESS LIC NO: 105404 CLASSIFICATION: ENGINEERING SERVICES EXPIRATION DATE: 5/31/15 wilhf44V a"- 78-495 Calle Tampico, La Qninta, CA 92253 (760) 777-7000 CERTIFICATE NON -TRANSFERABLE BUSINESS NAME: MERIDIAN CONSULTANTS LLC BUSINESS ADDRESS: 860 HAMPSHIRE ROAD, SUITE P WESTLAKE VILLAGE CA 91361 By CITY MANAGER LQBLBACK Dear Business Owner: Please be awnre that issuance of n business license by the City does not autho rize you to conduct business In it building or tenant space that has not been approved foroccupatcy by the Building and Safety Department. Ifyou have any questions regarding this Issue, or.lfyou are not sure if a Certificate of Occupancy has been Issued for your place of business, pieuse contact Building and Safely at (760).777-7012._ The Licensee named herein having paid to the City of La Quiutn oil fees required, license is hereby granted said licensee to transact the business herein set forth, forthe period stilted, in conformity with the Provisions of 0rdinnnce No. 2 of this City. This Licensee Is Issued without verification that the licensee is subject to or exempt from licensing by the State of Califorain. BUSINESS LIC NO: 105404 CLASSIFICATION: ENGINEERING SERVICES EXPIRATION DATE: 5/31/15 TO: VIA: FROM: DATE: RE: I MEMORANDUM Frank J. Spevacek, City Manager Les Johnson, Community Development Director Monika Radeva, Executive Assistant June 2, 2014 Contract Services Agreement between the City of La Quinta and Meridian Consultants, LLC. Attached for your signature are two (2) original Agreements between the City of La Quinta and Meridian Consultants, LLC. who will provide the City with consulting services in_ preparing environmental documentation for the proposed SilverRock Report project. (bAttt AJ- Q" Cf-)— " C,�J eU4, Please sign and return both originals to the City Clerk for final distribution. Meriwether Management Company Vendor: City of La Quinta i 512'_ 0 3i119N��"'CEQA�Consult Sry 3 2661 Check Date: May 31, 2014 OUN7 ':DI$bNT TAKLN ___.BALANCE- a 30 01-6532.003 35900.00 h ,Da'toj 5-31-14 f ,Chk ryo: 2651 Totals� '. 35900.00 Meriwether Management Company BankufAm nca ,$6 Edwards.VjIlage.BIvd,.S 207 _ 55ooPreslOn:Rdt STES ' Edwards'. CO MGM, '.`;Dagas;;7X 7520,5. _ SAY """""""""""Thirty-thie'thousand nine hundred dollars and nocents .;, .: . . 'O.THE City:of.:La.Quinta )RDER 78495 Calle Tampico )F La.Quinla, CA 92253 il•265Ln• i:Lii0000250.88029275292ii' 35900 00 -6,