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Sequoia Financial Services /Collection Srvcs. 15
TO: Frank J. Spevacek, City Manager FROM: Ted Shove, Business Analyst SUBJECT:Supplement to Contract Execution - Sequoia Financial Services During the conversion from the former financial software system (HTE) to the new software CRW, staff noticed an opportunity to outsource a service component of revenue collection for business licenses, specifically delinquent license fees. A recent review of delinquent business license fees resulted in seventy five (75) accounts with an estimated $37,209.53 due to the City. In the past, Finance staff would attempt to contact licensees to collect outstanding fees. In some cases, licensees were no longer operating within the City or out of business. However, no universal protocol has been in place for equally applying collection efforts. Chapter 3.28 of La Quinta's Municipal Code provides requirements and provisions for business licenses including a limited role in collecting outstanding fees. The limitation in this area of the Code provides for an administrative policy to further define collections, including both due processes for licensees and authorizing a third party vendor to act as a collector for the City. These components have been addressed in a Rules and Regulations document drafted by the City Attorney. This document is required and to be maintained with the City Clerk for public inspection. Concurrently, this request is before you to approve Sequoia Financial Services to act as a third party collection agent solely for the purposes of business license accounts while the Rules and Regulations document that clearly delineates due process and authority by the City to contract for a third party collector is being finalized. The recommended vendor would not begin collections efforts until after the described (above) Rules and Regulations policy has been finalized and on file with the City Clerk. Sequoia Financial Services, a third party collection agency specializes in municipal collections ranging from delinquent utility billings to parking citations to business licenses. Sequoia's closest client is the City of Indio, which has maintained a nine year relationship in good standing. Sequoia and two other vendors were closely evaluated for collection costs/fees, methodology and relevant experience. Sequoia charges a flat fee of 25% on all revenue collected, with no upfront charges. For example, if Sequoia collected 100% on all delinquent license fees [assuming all 75 businesses (above) were still operating], their wee would be $9,302.38 with the City recovering $27,907.15 in revenue. Fees are only deducted upon remittance of revenue to the City. The Rules and Regulations policy currently being finalized retains collection authority limits (i.e. standard collection versu� initiating civil court actions). A collection agent services vendor comparison has been attached for review. Please don't hesitate to contact me with any questions that you may have. R THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and Sequoia 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 Collection of delin uent accounts receivables;, Project No. N/A, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "Services"). Consultant represents and warrants that Consultant is a provider of first-class services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant covenants that it shall follow the highest professional standards in performing the Services required hereunder. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar services under similar circumstances. 1.2 Cornnliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of the City 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, including a City of La Quinta business license. Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required 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, and shall indemnify, defend (with counsel selected by City), and hold City, its elected officials, officers, employees, and agents, free and harmless against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder. Consultant shall be responsible for all subcontractors' compliance with this Section. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it has thoroughly investigated and considered the Services to be performed, (b) it has investigated the site where the Services are to be performed, if any, and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the Services should be performed, and (d) it fully understands the facilities, difficulties, Last revised March 2015 and restrictions attending performance of the Services under this Agreement; Should Consultant discover any latent or unknown conditions materially differing from those inherent in the Services 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). 1.5 Standard of Care. Consultant acknowledges and understands that the Services contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's work will be held to a heightened standard of quality. Consistent with Section 1.4 hereinabove, Consultant represents to City that it holds the necessary skills and abilities to satisfy the heightened standard of quality as set forth in this Agreement. Consultant shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Services 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 Services 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. 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") only when directed to do so by the Contract Officer, provided that Consultant shall not be required to perform any Additional Services without compensation. Consultant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Consultant. It is expressly understood by Consultant that the provisions of this Section shall not apply to the Services specifically set forth in the Scope of Services or reasonably contemplated therein. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforceable. Failure of Consultant to secure the Contract Officer's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time to perform this Agreement, whether by way of compensation, restitution, quantum merit, or the like, for Additional Services provided without the appropriate authorization from the Contract Officer. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.3 of this Agreement. 1.7 SpecialReguirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof 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. Last revised March 2015 -2F I 1= f� - • 2.1 Contract Sum., For the Services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not to exceed Nine Thousand Nine Hundred Dollars ($9,900) (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. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City; Consultant shall not be entitled to any additional compensation for attending said meetings. 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. 2.2 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 Services performed in accordance with the terms of this Agreement. Subject to retention pursuant to Section 8.3, City will pay Consultant for all items 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. 2.3 Compensation for Additional Services. Additional Services approved in advance by the Contract Officer pursuant to Section 1.6 of this Agreement 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. Last revised March 2015 _3 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. If the Services not completed in accordance with the Schedule of Performance, as set forth in Section 3.2 and Exhibit C, it is understood that the City will suffer damage. 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 Mai ure. 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 time period in 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 8.8 or 8.9 of this Agreement, the term of this agreement shall commence on April, 15, 2015_ and terminate on _June 30, 2016 ("Initial Term"). This Agreement may be extended for _three additional year(s) upon mutual agreement by both parties ("Extended Term"). mgmuo M m'" 4.1 Representative of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the Services specified herein and make all decisions in connection therewith: a. Roy C. du Plessis E-mail: roy@sequoiafinancial.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 Last revised March2015 -4- term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. For purposes of this Agreement, the foregoing Principals may not be changed by Consultant and no other personnel may be assigned to perform the Services required hereunder without the express written approval of City. 4.2 Contract Officer. The "Contract Officer" shall be the City Manager of City. It shall be Consultant's responsibility toassurethat the Contract Officer is kept informed of the progress of the performance of the Services, and Consultant shall refer any decisions, that 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. The Contract Officer shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontractin or Assi nrnent. The experience, knowledge, capability, and reputation of Consultant, its principals, and its employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Consultant shallnotcontract 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 transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or by operation of law, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. Any attempted or purported assignment or contracting by Consultant without City's express written approval shall be null, void, and of no effect. No approved transfer shall release Consultant of any liability hereunder without the express consent 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 its employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number or hours of service. 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. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venture or a member of any joint enterprise with Consultant. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. 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. Except for the Contract Sum paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall Last revised March 2015 -5-'' not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant agrees to pay all required taxes on amounts paid to Consultant 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. Consultant shall fully comply with the workers' compensation laws regarding Consultant and Consultant's employees. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any payment due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 4.5 Identity of Persons Performing Work. Consultant represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all of the Services set forth herein. Consultant represents that the Services required herein will be performed by Consultant or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. 4.6 City Cooperation. City shall provide Consultant with any plans, publications, reports, statistics, records, or other data or information pertinent to the 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 any Services under this Agreement and throughout the duration of the term of this Agreement, Consultant shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, policies of insurance as set forth in Exhibit E (the "Insurance Requirements") which is incorporated herein by this reference and expressly made a part hereof. 6.0 INDEMNIFICATION,; 6.1 Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, agents, and volunteers as set forth in Exhibit F Last revised March 2015 -6= ("Indemnification") which is incorporated herein by this reference and expressly made a part hereof. 7.0 REPORTS AND RECORDS, 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. Consultant hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.2 Records. Consultant shall keep, and require any subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the "Books and Records"), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the Books and Records may be given to City, and access shall be provided by Consultant's successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement. 7.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium prepared or caused to be prepared by Consultant, its employees, subcontractors, and agents in the performance Last revised March 2015 -7-'" of this Agreement (the "Documents and Materials") shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the expiration or termination of this Agreement, 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 use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Consultant will be at City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, revise, or assignment. Consultant may retain copies of such Documents and Materials for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. 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 termination or expiration of this Agreement and shall thereafter remain in full force and effect. 7.4 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials. Consultant shall require all subcontractors, if any, to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all of the Documents and Materials. Consultant makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Consultant or provided to Consultant by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7.5 Release of Documents. The Documents and Materials shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 8.0 ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the parties in accordance with the Last revised March 2015 _8 ; 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 Dis utes. 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, or 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. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during any period of default. 8.3 Retention of Funds. City may withhold from any monies payable to Consultant sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Consultant in the performance of the Services required by this Agreement. 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Consultant requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain Last revised March 2015 -9- declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 liuidated Damages'. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, Consultant shall be liable for and shall pay to City the sum of [EIGHT HUNDRED FIFTY dollars ($850.00)] as liquidated damages for each working day of delay in the performance of any of the Services required hereunder, as specified in the Schedule of Performance. In addition, liquidated damages may be assessed for failure to comply with the emergency call out requirements, if any, described in the Scope of Services. City may withhold from any moneys payable on account of the Services performed by Consultant any accrued liquidated damages. 8.8 Termination Prior To Expiration Of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section 8.9 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. 8.9 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 the Services 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. 8.10 Attorneys' Fees If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees; provided, however, that the attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing party in the conduct of the litigation. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not Last revised March 2015 -10- such action is prosecuted to judgment. The court may set such fees in the same action or in a separate action brought for that purpose. 9.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION; 9.1 Non -liability of City Officers and _Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of the Services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which 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 other 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 any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, 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, sexual orientation, national origin, or ancestry. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, consent, approval, or 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 Last revised March 2015 -11- 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 Spevacek, City Manager 78-495 Calle Tampico La Quinta, California 92253 To Consultant: SEQUOIA FINANCIAL SERVICES Attn: Roy C. du Plessis President & CEO 28632 Roadside Drive, Suite 110 Agoura Hills, CA 91301 10.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.3 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument 10.5 Integrated Agreement. This Agreement including the exhibits hereto is the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. 10.6 Amendment. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Consultant and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 10.7 Severability. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles, 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 unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 10.8 Unfair Business Practices Claims. In entering into this Agreement, Consultant offers and agrees to assign to City all rights, title, and interest in and to all Last revised March 2015 -12- causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Consultant without further acknowledgment of the parties. 10.9 No Third Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third -party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.10 Authority: The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] Last revised March 2015 -13- IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, a California municipal corporation Digitally signed by Frank J. Spevacek DN: serialNumber=1 n615nh01202cvmj, c=US, st=California, I=La Quinta, o=Frank J.Spevacek,cn=FrankJ.Spevacek Date: 2015.05.20 17:44:03-07'00' FRANKJ. SPEVACEK, City Manager CONSULTANT` Name: Roy C. du Plessis Title: President & CEO Dated: Dated: April 17, 2015 ATTEST: By; Digitally signed by City of La Quinta DN: seria1Number=6fmhzhdhvfjz93cr, ,.. c=US,st=California,)=La Quinta,o=City of Name. Denise du Plessls La Quanta, cn=City of La Quinta Date: 2015.05.21 07:30:52-0700' SUSAN MAYSELS, City Clerk, La Quinta, Title: Executive Vice President California Dated: April 17, 2015 WILLIAM H. IHRKE, City Attorney City of La Quinta, California Two signatures are required if Consultant is a corporation. NOTE: CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. Last revised March 2015 -14- A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity_qf_that document......, State of California County of Los AVAU'iecs 14 On Ap-J 1-7"aols before me, Ko �,i C , -D P I-eg% I (insert name and title of the officer) personally appeared ;_ t si 5 who proved to me on the basis of saAfactory evidence to be the person(srl whose name(8) is/are subscribed to the within instrument and acknowledged to me thatrh6lshelthey executed the same in blilher/their authorized capacity(4s), and that by-wisther/their signature(4 on the instrument the npr-qnnk� nr the :ntitv jinon hph;;lf cif which the parson( l acted. executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal, Signatur -GMROY C. DUPLESSIS 11 Commission 01969199 4 1 1 z Notary Public - California 2z z Los Angeles County A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of o /1 -e T A7 On aws before me, c!A:: (insed name and title of the officer) personally appeared L P who proved to me on the basis of satisfactory evidence to be the person whose name(g) is/are subscribed to the within instrument and acknowledged to me that helqe/they executed the same in hisJK heir authorized capacity(i `), and that by his1W ,R/their signaturex) on the instrument the persono, or the entity upon behalf of which the person O acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal, Seal) Signature Exhibit A V MIMINOM M A. Assianment of Debtor Accounts City is desirous of retaining the professional services of Sequoia for the collection of its accounts receivable. B. Collection Services Sequoia is willing to provide collection services for the accounts that may be referred by City according to the terms, conditions and charges referred to within this Agreement. II. AGREEMENT Debtor File Documentation City agrees to provide to Sequoia all file documentation, when available, as is ordinarily necessary to properly exercise collection activity for account(s). Additionally, City agrees to promptly expedite its responses to all requests from Sequoia to provide additional information as may be necessary from time to time to further the collection activity on said account(s), including, but not limited to, billing and payment records evidencing the amounts owed on such account(s). City agrees to promptly advise Sequoia of all payments made directly to City that relate to all accounts referred to Sequoia. City can notify Sequoia via e-mail, fax etc. to avoid FDCPA violations. City agrees to refer all phone calls and correspondence received from debtors and/or related third parties to Sequoia pertaining to those accounts that have been referred to Sequoia for handling. 4. Legal Proceedings a. City agrees to promptly respond to Sequoia's requests for authorization on all accounts being recommended for litigation by Sequoia and to forward any additional documentation that may be requested in order to proceed with authorized legal proceedings. Last revised March 2015 EXHIBIT A Page 1 of 2 b. In the event that Sequoia advances court costs for litigation and, thereafter, City requests that legal proceedings be terminated, Sequoia shall be reimbursed by City for the expended legal fees and court costs on said account and, in addition, Sequoia shall have a lien on any future collections to the extent of services rendered on said account, but not to exceed 25% of the principal balance on that account, for up to two years. To the extent that the Riverside County Superior or Small Claims courts may assert jurisdiction over any such legal proceedings, such legal proceedings shall be brought in those courts. c. City agrees to, when necessary, furnish to Sequoia a witness for all trials, mediations, arbitrations and hearings as needed, in addition to providing any and all declarations and documents necessary for litigation. d. City warrants that none of the claims to be assigned to Sequoia hereunder, have been or will be assigned to other collection agencies, attorneys or other third party debt collectors, unless such prior assignments have been terminated and reassigned to City. Any monies received by a prior third party debt collector for accounts assigned to Sequoia hereunder, shall be deemed to be direct payments to City for which Sequoia shall be entitled to its full fee as determined under Section C, below. 1. Collection Services Sequoia agrees to accept all accounts assigned by City under the terms, conditions and charges referred to within this Agreement. Sequoia will use due diligence and employ such lawful means, methods and procedures as Sequoia, initsjudgment, discretion and experience, believe will best effect the collection of all accounts assigned. Sequoia shall adhere to the Federal Fair Debt Collection Practices Act (15 U.S.C.A. Sections 1601 et. seq.), any regulations or rules promulgated pursuant thereto, and all other applicable laws, rules and regulations, whether federal, state or local. Sequoia will list with member credit reporting agencies all accounts that are referred for direct collection based on applicable laws and criteria that may be set by City. Last revised March 2015 EXHIBIT A Page 2 of 2 Exhibit B Schedule of Fees Commission City agrees to pay a fee to Sequoia on all monies collected, subsequent to the date assigned as of the date of this Agreement. a. The following is the commission rate structure for City assigned under this Agreement: A fee of 25% of the amount actually collected will be charged for collection of any portion of the assigned claim prior to filing suit. A fee of 33.33% of the amount actually collected after suit is filed. b. Sequoia is entitled to receive commission on the full recovery (i.e. the amount actually collected) regardless of the dollar amount actually assigned by City, whether the recovery is less than or greater than the assignment amount. c. Both parties mutually agree that in the event a payment on an account that has been assigned to Sequoia is made directly to City, Sequoia will be entitled to the commission fees described above. a. Sequoia will remit to City on a monthly basis. b. Sequoia shall have the right to endorse for deposit and collection all remittances received in the name of City on accounts assigned to Sequoia and to deduct from such remittance its authorized commission, as determined under Section C(1), above. c. If at the time of Sequoia's monthly remittance City is indebted to Sequoia, City agrees to allow Sequoia to offset (deduct) said indebtedness from the amount of the remittance. d. Invoices shall include the identification of each account, the amount collected on each account, all amounts deducted on each account for court costs or other allowable expenses, and all amounts otherwise retained by Sequoia on each account. a. Sequoia agrees to file suit only upon receipt of written authorization from City for suit authorization. Sequoia will advance all court costs and attorney fees in the event suit is filed. It is agreed by both parties that Sequoia will be allowed to withhold first monies received to offset court costs advanced by Sequoia. Last revised March 2015 EXHIBIT B b. Sequoia shall provide small claims court assistance including, but not limited to, recommendations, filing, and attending court with City's staff. Assistance shall include identification of accounts whereby the debtor has not responded to Sequoia's collection attempts, yet has the ability to pay. Prior to filing small claims action, Sequoia shall notify and obtain City's consent. Notification shall include the reasons why Sequoia deems the filing of a particular action worthy (e.g. debtor has a job, owns personal or real property) Sequoia shall work, compile, and file all necessary paperwork with court on the City's behalf and shallaccompany the City's representative to the local small claims court. If debtor fails to attend the hearing, a judgment may be awarded in the City's favor. If the judgment is awarded and entered the City shall assign the judgment to Sequoia for post -judgment collection. Sequoia will compute interest on all accounts assigned for collection at an interest rate currently allowed by law. All interest collected will be retained by Sequoia. Any attorney fees collected that are in addition to the principal balance owed on an account will be retained by Sequoia whether pre- judgment or post judgment if City has not incurred any attorney fees; otherwise, attorney fees collected will be prorated between Sequoia and City based on their respective share of attorney fees incurred. Interest and attorney fees will only be retained by Sequoia after the principal balance assigned has been collected. 5. Term and Termination No account(s) may be withdrawn during the first 180 days after assignment without the consent of Sequoia. This agreement shall continue in effect for eighteen (18) months ("Term"), but may be terminated with or without cause by either party upon 30 days written notice to the other party. In the event of termination, Sequoia is entitled to maintain and continue collection activity under the terms, conditions and charges of this Agreement on all accounts assigned to it hereunder prior to termination for a period of 90 days, and be entitled to commission compensation from City fora period of up to 1 year for accounts that pay the City. In addition to the aforementioned, accounts in a payment status, accounts where Sequoia has received a verbal or written promise to pay, accounts where a third party insurance carrier has been billed, accounts in legal status, i.e., whereby suit has been filed and is pending or where judgment has been entered, may not be cancelled without Sequoia's consent. Last revised March 2015 EXHIBIT C Exhibit C Schedule of Performance Consultant shall complete all services identified in the Scope of Services, Exhibit A •i this Agreement, in accordance with the • Schedule, -• hereto and incorporated herein by this reference. Last revised March 2015 EXHIBIT C • D Last revised March 2015 EXHIBIT D Page 1 of 1 Exhibit E Insurance Requirements E.1 Insurance. Prior to the beginning of and throughout the duration of this Agreement, 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 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 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. 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. Last revised March 2015 EXHIBIT E Page 1 of 5 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. 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. Consultant shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self -insured retention is increased. In the event any of said policies of insurance are cancelled, Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Exhibit to the Contract Officer. 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. E.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. Orden 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. Last revised March 2015 EXHIBIT E Page 2 of 5 E.3 General Conditions Pertaining to Provisions of Insurance Coverage b 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. 2. No liability insurancecoverageprovided 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 Consultant 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 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. Last revised March 2015 EXHIBIT E Page 3 of 5 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 Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 10. Consultant agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self -insured retention, substitution of other coverage, or other solutions. 11. The City reserves the right at any time during the term of this Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 13. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 14. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. Last revised March 2015 EXHIBIT E Page 4 of 5 15. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents. 17. Requirements of specificcoveragefeatures 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 Exhibit 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 Exhibit. 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. Last revised March 2015 EXHIBIT E Page 5 of 5 DATE (MM/DDNYYY) CERTIFICATE OF LIABILITY INSURANCE 4/9/2015 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 1 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 CONTACT a Collectors Insurance Agency PHONE laic No Ext). (952) 926-6547 FAX Not, le52l92e-9937 4040 W 70th Street "-ADORk collectorsinsurance@acainternat±onal.org INSURERS AFFORDING COVERAGE NAIL # Edina MN 55435 INSURERAAMCO Insurance Com an" 19100 INSURED - INSURERB:r _. SEQUOIA CONCEPTS, INC INSURER C: 28632 ROADSIDE DR STE 110 INSURERo. INSURER E: AGOURA HILLS CA 91301-6074 INSURERF: COVERAGES CERTIFICATE NUMB 11:1.131303 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. tN RADOIL SM POLICY EFF _ POLICY'EXP LTR TYPE OF INSURANCE &MinnPOLICYNUMBER. =00tYYYY1 LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 R -NTE a X COMMERCIAL GENERAL LIABILITY DA, PR z urrenc} $ 300,00 A CLAMS -MADE "7/1/2014 7/1/2015 OCCUR X X ACPHP0711623067 ® MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATELIMIT APPLIES PER: PRODUCTS - COMP/OPAGG $ 2,000,000- X t POLICY E JECT PRO LOC $ AUTOMOBILE LIABILITY - l rNM MIT Ee xadc atI INCLUDED A ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED X X kCPBPO7116230670 7/1/2014 7/1/2015 AUTOS AUTOS BODILY INJURY Per accident) $ X HIRED AUTO s X NON -OWNED PROPERTY DAMAGE $ AUTOS Per 2P210.0 $ 'UMBRELLA LIAB OCCUR EACH OCCURRENCE $ S EXCESS LIAB CLAIMS -MADE AGGREGATE $ _ DED ...'RETENTION$ $ WORKERS COMPENSATION WCSTA7U- f}fN- AND EMPLOYERS' LIABILITY Y / N : -- ANY PROPRIETOR(PARTNERtEXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? � N/A -- (Mandatory in NH) E.L., DISEASE - EA. EMPLOYE $ If yes, describe under - -- ---- DESCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIMIT'.. $ (DESCRIPTION OF OPERATIONS /LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) IT IS AGREED THAT CITY OF LA QUINTA IS INCLUDED AS ADDITIONAL INSURED SOLELY AS THEIR INTERESTS MAY APPEAR IN ACCORDANCE WITH THE PROVISIONS OF THE POLICY FORM. THIS INSURANCE IS PRIMARY & NON—CONTRIBUTORY. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF LA QUINTA ACCORDANCE WITH THE POLICY PROVISIONS. 78495 CALLE TAMPICO LA QUINTA, CA 92253 AUTHORIZED REPRESENTATIVE " J St. Martin/DENISE ACORD 25 (2010/05) OO 1988-2010 ACORD CORPORATION. All rights reserved. INS025 t?t iowi1 ni Tho ar non narnamnri Innn nra ranicfararf mnrtrq of art iRn DATE {MMlooIVYYY) CERTIFICATE OF LIABILITY INSURANCE 1 4/6/2015 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 _ CONTACTINAME, Aon Risk Services Central, Inc. PHONE (952)926-6547 P X .(952)928-3837 5600 W 83rd St. 8200 Tower 0DRESs aollectorsinsurance@acainternational„drag Ste 1100 INSURERS AFFORDING COVERAGE NAIL a Minneapolis MN 55437-3844 NsuRERA,Travelers Casualt and Suret 31194 INSURED SURERS:SEQUOIA CONCEPTS, INC NSURER C: 28632 ROADSIDE DRIVE SUITE 110 NSURERD1;.,"N NSURER E : AGOURA_ HILLS CA 91301 INSURER F; COVERAGES CERTIFICATE NUBER:1131303 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. ' LTR TYPE OF INSURANCEADDL TR .POLICY NUMBER POt,IC EPfi POL Cl* E3(P LIMITS rAMM MM29 GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY M ' PR -MI ER Ea. o urr n $ '-CLAIMS-MADE El :OCCUR MED EXP (Any one person) $ -. PERSONAL$ ADV INJURY. $ '.. GENERAL AGGREGATE $.. '.GEN°L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGO $ .. POLICY Ll PRO:: LOC, _ $JECI AUTOMOBILE LIABILITY COMBINED SINGLELIMIT IT E:as?.' nt L _ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED - . AUTOS .AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED ..-,AUTOS PROPERTY DAMAGE $ fPeyao ' e 4 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS -MADE'; AGGREGATE $ RED RETENTION $ $ WORKERS COMPENSATION WC STATt9= OTH- AND EMPLOYERS' LIABILITY YIN v -FR ANY PROPRIETORIPARTNERIEXECUTIVE E,L EACH ACCIDENT - $ OFFICER/MEMBER EXCLUDED? .NIA �- - (Mandatory In NH) E.L,. DISEASE - EA EMPLOYEE $ IF yes, describe under .:.DESCRIPTION OF OPERATIONS below. E.L, DISEASE.- POLICY. LIMIT $ A 'ERRORS & OMISSIONS 105742388 2/1/2015 2/1/2016 PER CLAIM AGGREGATE $1,000,000- DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) IN REFERENCE TO POLICY 105742388 CITY OF LA QUINTA SHALL BE DEEMED AN INSURED BUT ONLY AS RESPECT TO THEIR BEING A CLIENT OR CUSTOMER of THE INSURED ORGANIZATION IN ACCORDANCE WITH THE POLICY TERMS AND CONDITIONS. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF LA QUINTA 78495 CALLE TAMPICO LA QUINTA, CA 92253 AUTHORIZED REPRESENTATIVE James Shoop/DEMISE ACORD 25 (2010/05) ®1988-2010 ACORD CORPORATION. All rights reserved. INS 25 oninnel m Tho Ar npn nama and Innn nra rRan cfarprl mancc of Arf1Rr1 ' DATE (MMIDDNYY`() CERTIFICATE OF PROPERTY INSURANCE 4;/6/2015 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. If this certificate is being prepared for a party who has an insurable interest in the property, do not use this form. Use ACORD 27 or ACORD 28. PRODUCER _. CONTACT NAME., Aon Risk Services Central, Inc. "PHONE (952)926-6547 f� FRX 5600 W 83rd St. 8200 Tower GSA tI ) I9s2D�ae 3e37 MAIL collectorsinsurance@acainternational or Ste 1100 Ar!? A _, _ _ __._, __ __g_ ._,. PRODUCER Minneapolis MN 55437-3844 STQMER D rv. 9NSUREFijAFFORDING COVERAGE NAIC _,�,_...,_...�..w....,.�e ,..� .._.,.,...�.,... INSURED INSURERA Travelers SEQUOIA CONCEPTS, INC. INSURER B 28632 ROADSIDE DRIVE SUITE 11Q INSURER AI,;OURA HILLS CA 91301 ,..INsuR_ER .....__.�......,..,.ry _— __ '.INSURER F COVERAGES GES ;, CERTIFICATE NUMRER,1131303 REVISION NUMBER: LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space is required) 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 MAYBE 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 POLICY EFFECTIVE POLICY EXPIRATION 11f TYPE OF INSURANCE POLICY NUMBER COVERED PROPERTY. 1 LIMITS LTR DATE (MM/DD/YYYY) DATE (MMIDDIYYYY) 111 PROPERTY r BUILDING $ CAUSES OF LOSS DEDUCTIBLES PERSONAL PROPERTY BASIC BUILDING BUSINESS INCOME $ BROAD _-EXTRA EXPENSE .. . CONTENTS c :SPECIAL RENTALVALUE $. EARTHQUAKE BLANKET BUILDING $ WIND - BLANKET PERS PROP FLOOD BLANKET BLDG & PP $ $ INLAND MARINE TYPE OF POLICY ':g. CAUSES OF LOSS _�.,._e. NAMED PERILS POLICY NUMBER g- A g ' CRIME 1105742388 2/1/2015 2/1/2016 X Employee Dishonesty $ X m ywy Qm TYPE OF POLICY $ $ BOILER&MACHINERY/ S —EQUIPMENT BREAKDOWN S SPECIAL CONDITIONS I OTHER COVERAGES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF LA QUINTA ACCORDANCE WITH THE POLICY PROVISIONS. 78495 CALLE TAMPICO LA QUINTA, CA 92253 AUTHORIZED REPRESENTATIVE James Shoop/DENISE ACORD 24 (2009/09) ®1995-2009 ACORD CORPORATION. All rights reserved. INS024 (200909) The ACORD name and logo are registered marks of ACORD DATE (MM/DDrNYY) 16..� CERTIFICATE OF PROPERTY INSURANCE 4/6/2015 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. If this certificate is being prepared for a party who has an insurable interest in the property, do not use this form. Use ACORD 27 or ACORD 28. PRODUCER - _.... __. ONTAC - Collectors Insurance Agency PHONE FAX 4040 W 70th Street (952) 926-6547 (B52)928-3837 IDOXLS,collectorsinsurance@aca±nternational.org �_ m PRODUCER Edina MN 55435 ---- ...w.� -INS URERfSAFFORDING COVERAGE nm, IN NAIL#W INSURED�HsuRErxA AMCO insuaanc� Coman�T ?191®0� SEQUOIA CONCEPTS, INC INSURER__...�....._.,.... ........, v_.�.M..-..�. _._..�...,. 28632 ROADSIDE DR STE 110 INSURER C Ai^,OURA HILLS CA 91301-6074 INSURER E INSURER.F COVERAGES CERTIFICATiE NUMBER:1131303 REVISION NUMBER: LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space is required) 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. . TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION MBER COVERED PROPERTY LTR DATE (MMIDDIYYYY) ,.DATE (MMIDDIYYYY) , LIMITS PROPERTY BUILDING. $ CAUSES OF LOSS DEDUCTIBLES PERSONAL PROPERTY $ BUILDING m."`.. BASIC BUSINESS INCOME $ BROAD --.--.- :. EXTRA EXPENSE SPECIAL RENTAL VALUE $. EARTHQUAKE BLANKET BUILDING m.� $ WIND BLANKET PERS PROP $ FLOOD BLANKET BLDG & PP $ $ $ INLAND MARINE TYPE OF POLICY $ :....... CAUSES OF LOSS«. :. NAMED PERILS POLICY NUMBER S CRIME T TYPE OF POLICY $ BOILER & MACHINERY I EQUIPMENT BREAKDOWN rt A CQMMERCIALCRIME ACPBP07116230670 771/2014 7/1/2015 X Employee Dishonesty.-. $ 50,00 '.. u SPECIAL CONDITIONS I OTHER COVERAGES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF LA QUINTA ACCORDANCE WITH THE POLICY PROVISIONS. 78495 CALLE TAMPICO LA QUINTA, CA 92253 AUTHORIZED REPRESENTATIVE i St. Martin/DENISE ACORD 24 (2009/09) ©1995-2009 ACORD CORPORATION. All rights reserved. INS024 (200909) The ACORD name and logo are registered marks of ACORD DATE (MMIDDIYYYY) CERTIFICATE F LIABILITY INSURANCE oaloslzol5 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. IMPORT —ART: 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 -CONTACT_ NAME: PHONE Automatic Data Processing Insurance Agency, Inc. -1No E01 E-MAtL - - WC, No: ._ .�- 1 Adp Boulevard ADDRESS: Roseland, NJ 07068 #r_.m _ INSURER(S)AFFORDING COVERAGE NAIC # INSURER A . Travelers Indemnity Company 25658 INSURED:. -. _ _� ... _ ,�...m,.,�...............a,.,. _ ,-- ..... INSURERB. SEQUOIA CONCEPTS INC 28632 Roadside Drive INSURER C : Agoura Hills, CA 91301 INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 331288 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. ILLTRR TYPE OF INSURANCE A D WVD POLICY NUMBER MMJDDNYYYicy MMILpO/YYYYY LIMITS r COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ AMAGE TO RENTED :.:CLAIMS-MADEOCCUR FREtu4ISESdEa-ourteru: $. _tt MED EXP.(Any one person) $ r PERSONAL& ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE$. �nm POLICY PRO LOC PRODUCTS _„_.,�...�.. JECT'-GOMP1 OPAGG $ :OTHER:.._ $. AUTOMOBILE LIABILITY COMBINED $ING1,E LIMIT $ =ANY AUTO BODILY INJURY (Per person) $ ALL SCHEDULED BODILY INJURY (Per accident) $ - AUTOS NON -OWNED PE I_Fat�. d _ _ $ HIREDAUTOS :AUTOS „ftraccid rttt UMBRELLA LIAB OCCUR EACH OCCURRENCE $ H EXCESS LIAB _'HCLAIMS-MADE :.;AGGREGATE $ DED 'IRETENTION $ $ WORi�ERS Ct]MPENSAnON �( P N- A ANFCS PLo BER,EX ®IUDED? LITY YIN NtA N UB4D27743A14 07l01l2014 07l01/2015 .. sTnzurE 'I ERAND - 1,000,000 ANY PROPRIETOR( EXCLUDEIEXECUTIVE E L: EACH ACCIDENT $ (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ 1,Q00,000 It yes, d crlbe tinder __. _. 1,000,000 DESCRIPTION OF OPERATIONS bele,& EL. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF LA QUINTA THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: TED SHOVE 78495 CALLE TAMPICO AUTHORIZED REPRESENTATIVE La Quinta, CA 92253 ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD BUSINESSOWNERS PB 04 48 04 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: PREMIER BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section 11. WHO IS AN This insurance, including any duty we have to INSURED: defend "suits", does not apply to: Any person or organization shown in the Schedule of a. "Bodily injury" or "property damage" that arises this endorsement is also an insured, but only with out of, in whole or in part, or is a result of, in respect to liability for "bodily injury", "property whole or in part, the active negligence of the damage" or "personal and advertising injury" caused, additional insured shown in the Schedule of this in whole or in part, by your acts or omissions or the endorsement. acts or omissions of those acting on your behalf in b. "P I ersonal and advertising injury" that arises out the performance of your ongoing operations or in of any independent "personal and advertising connection with your premises owned by or rented to injury" offense committed by the additional you, subject to the following additional exclusion: insured shown in the Schedule of this endorsement. SCHEDULE Name Of Person Or Organization: CITY OF LA QUINTA 78495 CALLE TAMPICO LA QUINTA CA 922532839 P13 04 48 04 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 ACP BPO 7116230670 INSURED COPY 74 03320 BUSINESSOWNERS PB 04 97 07 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: PREMIER BUSINESSOWNERS COMMON POLICY CONDITIONS SCHEDULE Name Of Person Or Organization: CITY OF LA QUINTA 78495 CALLE TAMPICO LA QUINTA CA 92253 In condition K. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US, under paragraph 2. Applicable to Businessowners Liability Coverage, the following paragraph is added: We waive any right of recovery we may have, against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. All terms and conditions of this policy apply unless modified by this endorsement. Includes copyrighted material of Insurance Services Office, Inc., with its permission. @ ISO Properties, Inc., 2004 PB 04 97 07 07 ACP BPO 7116230670 n9TrI71rq =6- Page I of 1 74 03321 • isr4olAil I P III! I ON I � � I � Ili 111 � Mli 11! F I IIII � � I MEEM Only with respect to any additional insured, in the COMMON POLICY CONDITIONS, form PB 00 09, under condition H. OTHER INSURANCE, paragraph 2.a. is replaced by the following: H. OTHER INSURANCE 2. Under any liability coverage provided by this policy, for injury or loss we cover, there is other valid and collectible insurance available to any additional insured under another policy, our obligations are limited as follows: (1) Issued by another insurer, or if there is self insurance or similar dsk retention that applies to a loss covered by this policy, then this insurance provided by us shall be excess over such other insurance, unless you have agreed in a written contract or written agreement signed prior to the loss that this insurance shall be primary: (a) Then this insurance is primary. If other insurance is also primary, we will share with all that other insurance as described in d. below; and (b) The coverage afforded by this insurance is non-contributory with the additional insured's own insurance. Paragraphs (a) and I do not apply to other insurance to which the additional insured has been added as an additional insured to any other person or organization's policy.; or (2) Issued by us or any of our affiliate companies, that applies to a loss covered by this policy, then only the highest applicable Limit of Insurance shall apply to such loss. This condition does not apply to any policy issued by us that is designed to provide Excess or Umbrella liability insurance. EZMf f , f, iin Mimi RT , M. - 11 FrT, I M; NT, =-, 11-T&M TIM I PB 60 72 0711 Includes copyrighted material of insurance Services Office, Inc., with its permission. Page I of I ACP BPO 7116230670 INSURED COPY 74 03322 Exhibit F Indemnification F.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), 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 of any subcontractor), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subcontractors (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 Liabilit Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend (with counsel selected by City), and hold harmless the Indemnified Parties from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees, or subcontractors of Consultant. F.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_ subcontractor 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 Exhibit. 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 Last revised March 2015 EXHIBIT F Page 1 of 2 defend City as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. a Indernnit 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 Desi n Professionals. 1. Applicability of Section F.2fbf. Notwithstanding Section F.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 (with counsel selected by City), and hold harmless the 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 of any subcontractor), 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 subcontractor, anyone directly or indirectly employed by them or anyone that they control. 1 Desi n Professional ,Defined. As used in this Section F.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 March 2015 EXHIBIT F Page 2 of 2 28632 Roadside Drive, Suite 110 Agoura Hills, CA 91301 May 14, 2015 Mr. Ted Shove, Business Analyst City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 RE: Addendum to Professional Services Agreement Dear Ted, T: (818) 409-6000 F: (818) 707-7070 W: www.sequolafinancial.com Enclosed are two hard copies of the addendum referenced above. Please have the appropriate party sign a copy and return to me in the business reply envelope provided. Should you have any questions or need additional information, please contact me. Sincerely, ac Enclosures ADDENDUM TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF LA QUINTA AND SEQUOIA FINANCIAL SERVICES This Addendum is attached to and integrated into that certain Professional Services Agreement with exhibits (collectively "Agreement") entered into between the City of La Quinta ("City") and Sequoia Financial Services ("Consultant" or "Sequoia") dated April 17, 2015. This Addendum clarifies certain provisions of the Agreement as set forth below. The provisions of this Addendum shall be controlling in the event of any conflict between this Addendum and other provision in the Agreement. Except as specifically modified by this Addendum, all other provisions of the Agreement remain in full force and effect. Capitalized terms not otherwise defined in this Addendum shall have the same meaning ascribed to them in the Agreement. Section 3.4 — Term — of the Agreement is amended to read as follows: 3.4 Term. Unless earlier terminated in accordance with Sections 8.8 or 8.9 of this Agreement, the term of this Agreement shall commence on April 15, 2015 and terminate on June 30, 2016 ("Initial Term"). If mutually agreed to in writing, the parties may extend the Initial Term by exercising up to three (3) renewal options of one (1) year each ("Extended Term"). Exhibit "A," Paragraph I(A) of the Agreement is amended to read as follows: A. Assignment of Debtor Accounts City is desirous of retaining the professional services of Sequoia for the collection of its accounts receivable for delinquent and unpaid business license fees (generally referred to as "accounts"), which fees the City is authorized to charge and collect pursuant to Chapter 3.28 of the La Quinta Municipal Code. Exhibit "A," Paragraph II(A)(1) of the Agreement is amended to read as follows: 1. Debtor File Collection Authorization by City and Documentation At all times during the Initial Term and any Extended Term under this Agreement, prior to the expressed written assignment from City to Sequoia for the collection on any account pursuant to this Agreement, City retains and shall retain all rights and claims to and for that account. Prior to any assignment from City to Sequoia of an account, City shall execute a written assignment, in a form approved by the City Attorney's Office and executed by the Contract Office (or the Contract Officer's appointee), with Sequoia consenting to and assuming the written assignment (in a form approved by Sequoia's legal counsel and executed by Consultant's representative), and upon the complete execution of a written assignment of an account, the account shall be duly assigned from City to Sequoia for purposes of this Agreement. For any account assigned pursuant to this Agreement, City agrees to provide to Sequoia all file documentation, when available, as is ordinarily necessary to properly exercise collection activity for account(s), except if the providing such documentation may result in the disclosure of information not subject to disclosure under any applicable law, including, but not limited to, the California Public Records Act (Government Code § 6250 et seq., or successor statute) or result in the violation of a court order. Additionally, for any account assigned pursuant to this 2545/015610-0002 8362439.3 AM 1/15 Agreement, City agrees to promptly expedite its responses to all requests from Sequoia to provide additional information as may be necessary from time to time to further the collection activity on said account(s), including, but not limited to, billing and payment records evidencing the amounts owed on such account(s), except if the providing such documentation may result in the disclosure of information not subject to disclosure under any applicable law, including, but not limited to, the California Public Records Act (Government Code § 6250 et seq., or successor statute) or result in the violation of a court order. Sequoia hereby consents to the withholding of documentation or information by City when City raises a good faith concern that disclosure may violate any applicable law, court order, or this Agreement; provided, however, Sequoia shall retain the right to resolve any dispute pursuant to Section 8.2 of the Agreement. Exhibit "A," Paragraph II(A)(4)(b) of the Agreement is amended to read as follows: b. To the extent that the Riverside County Superior or Small Claims courts may assert jurisdiction over any such legal proceedings, such legal proceedings shall be brought in those courts. Exhibit "A," Paragraph II(A)(4)(d) of the Agreement is amended to read as follows: d. City warrants that none of the claims to be assigned to Sequoia hereunder, assigned in accordance with this Agreement, have been or will be assigned to other collection agencies, attorneys, or other third party debt collectors, unless such prior assignments have been terminated and reassigned to City. Exhibit `B" of the Agreement is amended to add Subsection 1(d) to Paragraph 1, which shall read as follows: 1(d). Limitation on Commission: Notwithstanding the above or any provisions in this Exhibit B or other provisions in this Agreement to the contrary, pursuant to Section 2.1 of the Agreement, Sequoia shall only be entitled to an amount not to exceed the Contract Sum of $9,900.00 for set -vices rendered under the Agreement for the Initial Term, and an amount not to exceed the Contract Sum of $9,900.00 for each I -year period (if any) of the Extended Term. During the Initial Term, and for each 1-year period (if any) of the Extended Term, Sequoia shall receive payment, in an amount not to exceed the Contract Sum, only from commissions on collections received by Sequoia pursuant to the Agreement. City shall have no obligation to pay Sequoia from the City's General Fund or any other City funding source. Nothing in this provision shall limit the City and Sequoia's ability to contract for additional work and compensation pursuant to Section 1.6 of the Agreement. Exhibit `B," Paragraph 2(b) of the Agreement is amended to read as follows: 2(b). Sequoia shall have the right to endorse for deposit and collection all remittances received in the name of City on accounts assigned to Sequoia pursuant to the Agreement. Sequoia shall have the right to deduct from such remittance its authorized commission, as determined under Section 1 to this Exhibit B. -2- Exhibit `B," Paragraph 5 of the Agreement is hereby amended to read as follows: 5. Term and Termination No account(s) may be withdrawn by City during the first 180 days after assignment pursuant to a valid and binding assignment in accordance with this Agreement without the consent of Sequoia. In addition to the aforementioned, accounts in process of payment status, accounts where Sequoia has received a written promise to pay from the debtor, accounts where a third party insurance carrier has been billed, and accounts subject to judicial process, in which a lawsuit has been filed and is pending or a judgment has been entered, may not be cancelled by City without the consent of Sequoia. In the event of a termination of this Agreement, Sequoia is entitled to maintain and continue for a period of 90 days collection activity on all accounts assigned to it hereunder prior to termination. Sequoia shall be entitled to receive the amount of any commission on collections obtained by Sequoia pursuant to this Agreement, and, for any commission payments received by City instead of Sequoia for a period of one (1) year after the termination of this Agreement, the City shall remit the amount of such commission payment to Sequoia, not to exceed the Contract Sum for the applicable 1-year period in which the Agreement was terminated. [signatures on next page] ME IN WITNESS THEREOF, the parties have executed this Addendum to the Agreement as of the dates stated below. CITY OF LA QUINTA, a California municipal corporation Digitally signed by Frank J. Spevacek ` DN: serialNumber=1 n615nh01202cvmj, c US, st=California, I=La Quinta, o=Frank J. Spevacek, cn=Frank I Spevacek Date: 2015.05.21 08:28:24-07'00' FRANK J. SPEVACEK, City Manager CONSULANT: By: _ - a-71'--' -._--_-_ Name: Roy C. du Plessis Title: President & CEO Dated: Dated: April 17, 2015 ATTEST: By: Digitally signed by City of La Quinta s DN: serialNumber=6f n1zhdhv'z93c,, c=US, st=California, I=La Quinta, Name: Denise du Plessis o=City of La Quinta, cn=City of La Quinta Date:2015.05.21 08:51:49-07'00' Title: Executive Vice President SUSAN MAYSELS, City Cleric, La Quinta, California Dated: April 17, 2015 APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California Two signatures are required if Consultant is a corporation. NOTE: CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 0 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ;ri,yt� County of LLosy,c CA(n ) i On KAY 14 t 2i)i� before me, h0!)�Plessi5 'IF I (insert name and title of the officer) personally appeared �Lt? V 17tn V I? Sra15 who proved to me on the basis of satis ctory evidence to be the person(4 whose name(pris/are subscribed to the within instrument and acknowledged to me thatEe/she/they executed the same in Gs/her/their authorized capacity0da), and that by fig/her/their signature�f on the instrument the person(sr), or the entity upon behalf of which the personS-s') acted, executed the instrument. I certifyunderPENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ROY C. DUPLESSIS II Co # 1969199 mmission WITNESS my hand and official seal. z ;G mw. Notary Public - California zZ z ' Los Angeles County n My Comm. Expires Feb 10, 2016 C CWW Signature (Sea[) FAMr/ I [014A4Asic] 4fI=1ki A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los y1jr lr.s ) On �aT! ad 1 a before me, 12.0 C. iD, V Iess 1 s -= (inserf name and title of the officer) personally appeared -DeA.A)Se �w1�I�ssis who proved to me on the basis of satisfactory evidence to be the person(s) whose name(g) is/are subscribed to the within instrument and acknowledged to me that he/gj%/they executed the same in his/Pr/their authorized capacity(�o6), and that by his/)der/their signatureS,s`) on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. g. ROY C. DUPLESSIS II WITNESS my hand and official seal. ,`.,..a •- Commission # 1969199 ? c ;; Notary Public -California z n Los Angeles County. """•" My Comm. Expires Feb 10, 2016 176-1, ff� MV r we TO.- Frank J. Spevacek, City Manager FROW Ted Shove, Business Analyst III -A lip RW E. Execution of Contract — Sequoia Financial Services Please sign both originals and return them to the City Clerk for processing and distribution. Requesting department shalt check and attach the items below as appropriate: N/A Contract payments will be charged to account number: E�eppnji gq t d Froprt N/A A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)is attached with - no reportable interests in LQ or reportable interests N/A A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701 J2). Authority to execute this agreement is based upon: N/A Approved by the City Council on January 20, 2015 Resolution 2015-05 N/A City Manager's signature authority provided under Resolution No. 2005-095 Public Works projects for $30,000 or less. X City Manager's signature authority provided under Resolution No. 2005-096 Service agreements for $30,000 or less. N/A City Manager's signature authority provided under Contract Change Order Policy Contracts under $100,000 = 10% max, contracts over $100,000 = $25,000 max The ollowing required documents are attached to the agreement,, Insurance certificates as required by the agreement finitialed by_J:1P_ Risk Manage, on N/A Performance bonds as required by the agreement (originals) X City of La Quinta Business License No. LIC-762726, Expiration Date: 4/30/2016