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2015-16 AMS Security - Security & Fire Alarms for City Bldgs
cifitit 4 4 alba, MEMORANDUM TO: la . ■ . EbC..�� FROM: Steve Howlett, Golf, Parks, & Facilities Manager DATE: December 28, 2015 RE: AMS Security Contract Services Agreement Attached for your signature is the agreement with AMS Security for the Citywide Fire and Security in the amount of $10,740. ),(IA ���, u,,,p,t #15 606 1 Please sign the attached agreement(s) and return it to the City Clerk for processing and distribution. Requesting department shall check and attach the items below as appropriate: _X_ Contract payments will be charged to each facility's account number. A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with no reportable interests in LQ or _ reportable interests 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(2). Authority to execute this agreement is based upon: Approved by the City Council on _X_ City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $50,000 or less _X_ Initial to certify that 3 written informal bids or proposals were received and considered in selection The following required documents are attached to the agreement: _X_ Insurance certificates as required by the agreement (initialed by Risk Manager on Cdote) Performance bonds as required by the agreement (originals) _X_ City of La Quinta Business License (copy or note number & expiration date here ,<1Y A/5_72:7 ) Purchase Order number CONTRACT SERVICES AGREEMENT THIS CONTRACT SERVICES AGREEMENT (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, a California municipal corporation ("City"), and AMS Security, a California licensed alarm company ("Contractor"). RECITALS WHEREAS, City desires to utilize the services of Contractor as an independent contractor to provide City with monitoring, maintenance, and repair of security and fire alarm systems at specified City facilities. A. Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees. B. City desires to retain Contractor, and Contractor desires to serve City to perform these services subject to the terms contained herein and all applicable local, state, and federal laws and regulations. NOW, THEREFORE, based on the foregoing Recitals and in consideration of the performance by the parties of the mutual promises, covenants, and conditions contained herein, the parties agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide those services related to monitoring, maintenance, and repair of security and fire alarm systems at specified City facilities to include furnishing all necessary labor, material, equipment, and transportation as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "Services"). Contractor represents and warrants that Contractor is a provider of first-class work and services and Contractor is experienced in performing the Services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the Services required hereunder and that all materials will be of good quality, fit for the purpose intended. 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 Compliance with Law. All Services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of City and any Federal, State, or local governmental agency of competent jurisdiction. Contractor is aware of the requirements of California Labor Code Sections 1/20, et 2671/015610 0002 8290895 1 ol2/28/l5 Last Remised April 2015 seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Sections 1600, et seq., (collectively, the "Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "Public works" and "Maintenance" projects. If the Services are being performed as part of an applicable "Public works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is ONE THOUSAND DOLLARS ($1,000) or more, Contractor agrees to fully comply with such Prevailing Wage Laws including, but not lirnited to, requirements related to the maintenance of payroll records and the employment of apprentices. Pursuant to California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a contract for public work on a "Public works" project unless registered with the California Deportment of Industrial Relations ("DIR") at the time the controct is awarded. If the Services are being performed as part of an applicable "Public works" or "Maintenance" project, as defined by the Prevailing Wage Laws, this project is subject to compliance monitoring and enforcement by the DIR. Contractor will maintain and will require all subcontractors to maintain valid and current DIR Public Works Contractor registration during the term of this Agreement. Contractor shall notify City in writing immediately, and in no case more than twenty-four (24) hours, after receiving ony information that Contractor's or any of its subcontractor's DIR registration status has been suspended, revoked, expired, or otherwise changed. It is understood that it is the responsibility of Contractor to determine the correct salary scale. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor's principal place of business and at the project site, if any. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contractor must forfeit to City TWENTY FIVE DOLLARS ($25.00) per day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day. Contractor also shall comply with State law requirements to maintain payroll records and shall provide for certified records and inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776. Contractor shall defend (with counsel selected by City), indemnify, and hold City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is agreed by the parties that, in connection with performance of the Services, including, without limitation, any and all "Public works" (as defined by the Prevailing Wage Laws), Contractor shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar Law. Contractor acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Contractor shall require the same of all subcontractors. 2871/015610-0002 8290695 1 a12128/15 Last Revised April 2015 -2- 1.3 Licenses,_Permits, Fees and Assessments. Except as otherwise specified herein, Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement, including a City of La Quinta business license. Contractor 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. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by low and arise from or ore 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. Contractor shall be responsible for all subcontractors' compliance with this Section. 1.4 Familiarity with Work. By executing this Agreement, Contractor 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 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, and restrictions attending performance of the Services under this Agreement. Should Contractor discover any lotent or unknown conditions materially differing from those inherent in the Services or as represented by City, Contractor shall immediately inform City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 1.5 Standard of Care. Contractor acknowledges and understands that the Services contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Contractor's work will be held to a heightened standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Contractor represents to City that it holds the necessary skills and abilities to satisfy the heightened standard of work as set forth in this Agreement. Contractor shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Services performed by Contractor, and the equipment, materials, papers, and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City's own negligence. The performance of Services by Contractor shall not relieve Contractor from ony obligation to correct any incomplete, inaccurate, or defective work at no further cost to City, when such inaccuracies are due to the negligence of Contractor. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Contractor shall perform work in addition to those specified in the Scope 2871/01581M002 8290895 1 a12/28/15 Las! Revised April 2015 -3- of Services ("Additional Services") only when directed to do so by the Contract Officer, provided that Contractor shall not be required to perform any Additional Services without compensation. No such Additional Services may be undertaken unless a written change order is first given by the Contract Officer to Contractor, incorporating therein any adjustment in (i) the Controct Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contractor. It is expressly understood by Contractor 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 Contractor 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 Special Requirements. Additional terms and conditions of this Agreement, if any, are set forth in Exhibit "0" (the "Special Requirements"), which is incorporated herein by this reference and expressly made a part hereof. In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the Services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with Exhibit "6" (the "Schedule of Compensation") in a total amount not to exceed Ten Thousand Seven Hundred Forty dollars and no cents ($10,740.00) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the Services, payment for time and materials based upon Contractor's rate schedule, but not exceeding the Contract Sum, or such other reasonable methods as may be specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by City; Contractor shall not be entitled to any additional compensation for attending said meetings. Compensation shall include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses only when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Contractor's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement. 2.2 Method of Payment. Any month in which Contractor wishes to receive payment, Contractor shall submit to City no later than the tenth (10th) business day of 2871/015810-0002 8290895 1 a12128/15 Last Revised April 2015 -4- such month, in the form approved by City's Finance Director, an invoice for Services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the Services provided, including time and materials, and (2) specify each staff member who has provided Services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Contractor specifying that the payment requested is for Services performed in accordance with the terms of this Agreement. Upon approval in writing by the Contract Officer and subject to the retention amount pursuant to Section 2.4, payment shall be made to Contractor from City within thirty (30) days. 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 Contractor in advance of the Additional Services being rendered by Contractor. Any compensation for Additional Services amounting to five percent (5%) or Tess 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 Quints City Council. Under no circumstances shall Contractor 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. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. If the work is not completed in accordance with the Schedule of Performance, as set forth in Section 3.2 and Exhibit C, it is understood that City will suffer damage. 3.2 Schedule of Performance. AU 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 Fore Maie re. The time period specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shah be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 267110,5810-0002 8290895 1 812128115 Las! Revised April 2015 -5- 3.4 Term. Unless earlier terminated in accordance with Sections 8.8 or 8.9 of this Agreement, this Agreement shall commence on January 1, 2016 and terminate on December 31, 2016 ("Initial Term"). This agreement may be extended for four (4) additional one-year terms upon mutual agreement by both parties ("Extended Term"). 4.0 CQQ,RDINATIQM Of WORK 4.1 Representotive of Contractor. The following principals of Contractor ("principals") are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the Services specified herein and make all decisions in connection therewith: a. Craig Snair, General Manager E-mail: admin@amsprotectme.com b. Jenny Melendez, Operations Officer E-mail: admin@amsprotectme.com It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The "Contract Officer" shall be Steve Howlett, Facilities Manager or such other person as may be designated in writing by the City Manager of City. It shall be Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the Services, and Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 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 Subcontracting or Assignment. The experience, knowledge, capability, and reputation of Contractor, its principals, and employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Contractor shall not subcontract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be 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 26711015610-0002 8290695 1 a12/28115 Last Revised April 2015 -6- concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. Any attempted or purported assignment or subcontracting by Contractor without City's express written approval shall be null, void, and of no effect. No approved transfer shall release Contractor of any liability hereunder without the express consent of City. 4.4 In Qen¢ent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Contractor's employees, servants, representatives, or agents, or in fixing their number or hours of service. Contractor shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall 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 Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Except for the Contract Sum paid to Contractor as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contractor 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, Contractor 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. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers' compensation laws regarding Contractor and Contractor's employees. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any payment due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 4.5 Identity of Persons Performing Work. Contractor represents that it employs or will employ at its own expense all personnel required for the satisfactory 26711015610-0002 9290895 1 a12128/'5 Last Revised April 2015 -7- performance of any and all of the Services set forth herein. Contractor represents that the Services required herein will be performed by Contractor 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 Contractor with any plans, publications, reports, statistics, records, or other data or information pertinent to Services to be performed hereunder which are reasonably available to Contractor only from or through action by City. 4.7 Utility Relocation. City is responsible for removal, relocation, or protection of existing main or trunkline utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse Contractor for any costs incurred in locating, repairing damage not caused by Contractor, and removing or relocating such unidentified utility facilities. Contractor shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities. 4.8 Trenches_Qr Excavations. Pursuant to California Public Contract Code Section 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply. 4.8.1. Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) subsurface or latent physical conditions at the site different from those indicated by information about the site made available to bidders prior to the deadline for submitting bids; or (3) unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement. 4.8.2. City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work shall issue a change order per Section 1.8 of this Agreement. 4.8.3. That, in the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by this Agreement, but shall proceed 28711015810-0002 8290895 1 a12128/15 Las! Revised April 2015 -8- with all work to be performed under this Agreement. Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the contracting Parties. 4.9 Safety. Contractor shall execute and maintoin its work so as to avoid injury or damage to any person or property. In carrying out the Services, Contractor shall at all times be in compliance with all applicable local, state, and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and sharing, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 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, Contractor 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 mode a part hereof. 6.0 INDEMNIFICATION. 6.1 Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officers, employees, agents, and volunteers as set forth in Exhibit "F" ("Indemnification") which is incorporated herein by this reference and expressly made a part hereof. 7.0 RECORDS AND REPORTS. 7.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services as the Contract Officer shall require. Contractor hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor 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 Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design 2671/015610-0002 8290895 1 a12/28/15 Last Revised April 2015 -9- services, the estimated increased or decreased cost estimate for the project being designed. 7.2 Records. Contractor shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports (including but not lirnited 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 hove access to such Books and Records in the event any audit is required. in the event of dissolution of Contractor's business, custody of the Books and Records may be given to City, and access shall be provided by Contractor'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 (510,000.00), 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 (the "Documents and Materials") prepared or caused to be prepared by Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the expiration or termination of this Agreement, and Contractor shall hove 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 Contractor will be at City's sole risk and without liability to Contractor, and Contractor's guarantee and warranties shall not extend to such use, revise, or assignment. Contractor may retain copies of such Documents and Materials for its own use. Contractor 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 Contractor fails to 2671/015610-0002 8290895 1 a12/28/15 Last Revised April 2015 -10- secure such assignment, Contractor 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 Contractor for the specific purpose intended and causes to be made or makes any changes or alterations in said Documents and Materials, City hereby releases, discharges, and exonerates Contractor from liability resulting from said change. The provisions of this clause shall survive the termination or expiration of this Agreement and shall thereafter remain in full force and effect. 7.4 Licensing of Intellectual Property. This Agreement creates o 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. Contractor shall require all subcontractors 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. Contractor represents and warrants that Contractor has the legal right to license any and all of the Documents and Materials. Contractor makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Contractor or provided to Contractor 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. Contractor shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 7.6 Confidentiality. Contractor covenants that all data, documents, discussion, or other information, if any, developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor to any person or entity without prior written authorization by City. City shall grant such authorization if disclosure is required by law. AU City data, documents, discussion, or other information shall be returned to City upon the termination or expiration of this Agreement. Contractor's covenant under this section shall survive the termination or expiration of this Agreement. 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 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 2671/015810-0002 8290895 1 a12/28/15 Last Revised April 2015 -11- of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety, and general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party'si hhero take legalall action n"s right in the event that the dispute is not cured, provided that nothing to terminate this Agreement without cause pursuant to Section 8.8. During the period of time that Contractor 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. Not Applicable 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Contractor requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rhts 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 Leal 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 declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 2871/015610-0002 8290895 1 a12128/15 Last Rev sed April 2015 -12- 8.7 Liquidated Dame-• Since the determination of actual damages for any delay in performance of this Agreement would extremely Contracdifficult tor andrts sur pret es shall to determine in the event of a breach of this Agreement, be liable for and shall pay to City the sum of farONE THOUSAND SIX HUNDRED each working day of delay SEVEN the dollars ($1,607.00) as liquidated damages performance of any of the Services required hereunder, asse sed for failure to ed in the Schedule Performance. In addition, liquidated damages may with the emergency call out requirements ntvn described in of theopeSe ° cesf �performty may ed by withhold from any moneys pay Contractor any accrued liquidated damages. 8.8 Termination Prior to Expiration 9f Terrn. This Section shall govern any termination of this Agreement, except as specificallyprovided in to tthrrie ina following Section 8.9 for termination for cause. City reservestheright is Agreement at any time, with or without cause, upon thirty (30) day? written notice to Contractor. Upon receipt of any notice oftermination, may be spetifically5hall approved ediately by the cease all Services hereunder except suchy Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination t�� � for Services e°�s�t�on or rized by the Contract Officer thereafter in accords such as may be approved by the Contract Officer, except as provided in Section 8.3. 8.9 Termination far pefaul of Contrlae.ot r. If termination is due to the failure of Contractor to fulfill its obligations under this Agreement, Contractor shall vacate any City -owned property which Contractor is permitted to occupy hereunder and 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 Contractor shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Contractor for the purpose of setoff or partial payment of the amounts owed City as previously stated in Section 8.3. 8.10 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 2671/015810-0002 8290895 1 a12128/15 Last Revised April 2015 -13- ment. The shall be enforceable whether or not such as nprosecuted raction broughtfor that purposert may set such fees in the sante action or inseparate 9.0 CITY • FFICERS AND PL YE IKON) RIM ' TI N. 9.1 Non -Wit f _ City Qffic r ondlgye• No officer, official, employee, agent, representative, or volunteer ent ©if any dlefau'ltpersonally h by City oro Contractor, or any successor in interest, t for any amount which may become due to Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 C nflic of In r st. Contractor covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, City odlvr whtch wauor �dr�nt�y�Y way hinderhich d conflict in any rnanner with the interests Contractor's performance of the Services under this Agreement. Contractor further covenants that in the performance of this Agreement, employee,ey no person agent, or sibconng t actor such interest shall be employed by it as an officer, without the express written consent of the Contract Officer. Contractor 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. Contractor 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. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of 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. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other 2671/015610-0002 8290895 1 a12/28/15 Lest Revised April 2015 -14- party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. To City: CITY OF LA QUINTA Attention: Steve Howlett 78-495 Calle Tampico La Quints, CA 92253 To Contractor: Stephanie Loog, President AMS Security P.O. Box 14323 74-914 42'` Ave. S-utte-1 e -- Palm Desert, CA 92255 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 Contractor 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. 2671;015610.0002 8290895 I a12/28/15 Las! Revised Aoril 2015 -15- 10.8 Unfair__Busin_gss _PracticesCloims. In entering into this Agreement, Contractor offers and agrees to assign to City all rights, title, ra A interest and 1 to 5) llr r causes of action it may have under Section 4 of the Clayto 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 Contractor 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 hove 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. 20711015010-0002 02900951 a12r28115 Last Revised April 2015 [SIGNATURES ON FOLLOWING PAGE] -16- IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, CONTRACTOR: a California municipal corporation Edi'e Hylt Dated: • ATTEST: Deput ity Manager r SUSAN MAYSELS, City Cler La Quints, California APPROVED AS TO FORM: William H. Ihrke, City Attorney City of La Quints, California 2871/015810.0002 8290895.1 a12/28,15 UV Revwe: Apn12015 -17- Name:a�c�� mac_ Title: By: Name: Title: IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, a California municipal corporation Dated: ATTEST: SIGNED IN COUNTERPART SIGNED IN COUNTERPART SUSAN MAYSELS, City Clerk La Quinta, California APPROVED AS TO FORM: SIGNED IN COUNTERPART William H. Ihrke, City Attorney City of La Quinta, California 2871/015810-0002 8290895.1 a 12/28/15 Last Ravlaed April 2015 CONTRACTOR: Name: Title: + s , ��- By: Name: Title: -17- Exhibit A Scope of Services AMS agrees to provide City with the following Services: 1. Signal Receiving and Notification Service. If an alarm signal regis�ers at tthe e monitoring center, AMS shall endeavor to notify the appropriate Department and the City's designated representative(s). If a security alarm signal or fire alarm signal registers at the monitoring center, AMS at its sole discretion and subject to local jurisdiction approval and/or requirements for alarm signal verification may endeavor to contact the City's premises and/or a designated City Representative by telephone to verify that the alarm is not false. Failing to contact the City or its designated representative, or questioning the nature of the response received upon such contact, AMS shall endeavor to notify the appropriate Police Qepartment or Fire Department. If a supervisory signal or trouble signal registers at the monitoring center, AMS shall endeavor to notify the designated representative(s) of City. 2. Alarm Verification Service. It is mutually understood and agreed that to provide Alarm Verification Service, Equipment is being installed which, as to certain locations in the premises, will require the activation of two or more sensing devices, or a second activation of a single alarm sensor, or a continuous alarm event from a single sensor, in order for an alarm signal to be transmitted or for AMS to perform Signal Receiving and Notification Service. 3. Maintenance Service. When applicable, each Order shall specify maintenance services at a specific Facility for specified Equipment (the "Covered Equipment"). For Maintenance Service, AMS will, upon City's request for performance of such service, provide ordinary maintenance, repair or replacement of such Covered Equipment due to normal wear and tear. ALL EQUIPMENT REPAIR AND REPLACEMENT WILL BE PERFORMED WITH NON-PROPRIATARY EQUIPMENT. AMS shall bear the expense of such maintenance, repair or replacement for the specified facilities contained within this contract. The expense of all extraordinary maintenance, repair or replacement due to alterations in the Facilities, alterations of the Covered Equipment made at the request of the City, or made necessary by changes in the Facilities, damage to the premises or to the Covered Equipment, an EXCLUSIONS below, or to any cause beyond the control of AMS, shall be borne by the City. The City agrees to furnish any necessary electric current at City's own expense with an outlet within a reasonable distance of the Equipment. Maintenance Service shall be performed between normal working hours of 8:00 A.M. to 5:00 P.M., Monday through Friday, except holidays, unless mutually agreed in advance by the Parties. AMS may discontinue providing Maintenance Service on any Covered Equipment if AMS cannot obtain an adequate supply of replacement Equipment, component parts and/or associated supplies on a commercially reasonable basis. In such event, AMS will refund on a pro -rata basis any 26711015610 0002 8290895.1 a12/28/15 Lost Revised April 2015 EXHIBIT A Page 1 of 2 prepaid Charge on the affected Equipment. (i) EXCLUSIONS: Maintenance on the following Equipment or Equipment components will be provided only on a time and material basis: (1) window foil; (2) security screens; (3) any exterior mounted devices; (4) PROM (Programmable Read Only Memory); (5) Conditions anoot wongervered manufact+u ed y for (e)commercially ent and/or components t available. (ii) It is understood and agreed that AMS's obligation relates to the maintenance solely of the Equipment, and that AMS is not obligated to maintain, repair, service, replace, operate or assure the operation of any equipment, component or devices of the City or of others not included in this Contract. (iii) AMS will provide Contract Service after inspecting the existing Equipment and making any necessary repairs or replacements to the Equipment at a one- time charge to the City for labor and/or material at prevailing rates. 4. Inspections/Testing. AMS will provide the number of inspections/tests of the Equipment as specified in any Order. Inspections/Testing shall be performed between normal working hours of 8:00 A.M. and 5:00 P.M., Monday through. Friday, except holidays, unless otherwise mutually agreed in advance by the Parties, and subject to EXCLUSIONS set forth above for Maintenance Service. 5. Direct Connect. In jurisdictions where required, a Direct Connection to the Municipal Police, Fire Department or other Agency shown shall be provided. It is mutually understood and agreed that signals transmitted hereunder will be monitored in Municipal Police and/or Fire Departments or other location and that the personnel of such Municipal Police and/or Fire Departments or other location are not the agents of AMS nor does AMS assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals. 28711015610-0002 8290895 1 a12128115 -2- City of La Quinta Alarm Monitoring & Maintenance Proposal Included in this proposal is Z4 hour menuulring of the security alarm systems and her alarm systems hsl above for the City oI La Qttlnta. Any netessary rrpnytr.nunung..onniuwruauun 1r•nt.mutter replaremenl..111c1 II %tntg are rrrrlutlrrl I•o( k uw 414111.110 thy panels will be onnvaled lir AMS it available Annual tire Inspections and any necessary ongoing maintenance to the systems are included in this proposal along with battery replacements. Narnral ser viie losers uI Merrulay Friday 11:110AM 4 1)/IPM lex. hiding, tr'der.d recognized h iIid y.) After'htlttrs. weekends itit holidays will lir billed at 19S per hour Telephone lines and pewter are to he provided at designated locations Any • le.t.111h'i misuse. r.uldahXnl or natural dPSatiten.Ire not (livered under- this mann. i41•11.1`.I lreeme•ut All other Libor and materials are holly covered under this maintenance agreement Submitted fly: %t fphanre Linig December 14. ZD K Page 11 I' 1t levo FnlN...111)INy 111114 NIlllM0111•C I'llyu+..l I[ 11 I'l... ptotectme.cam 7 • 1 ] • • t ♦ • r . c • - J • • 711 3.1 35113 -l. st;,41 • • t 7 • 1 - • y 26711015610-0002 8290895 1 a 12/28/15 -2- Exhibit B Schedule of Compensation Payment shall be on a "Fixed Fee" basis in accordance with the Contractors Schedule of Compensation attached herewith for the work tasks performed in conformance with Section 2.2 of this Agreement. Total compensation for all work performed under this Agreement shall not exceed Ten Thousand Seven Hundred Forty Dollars and no Cents ($10,740.00) except as specified in Section 1.6 - Additional Services of this Agreement. Additional authorized services will be billed at Contractor's then current hourly consulting rates. Contractor's current hourly rates are $95.00 per hour. 26711015610-0002 8290895.1 0l2/28/ 15 Last Revised April 2015 EXHIBIT B Page 1 of 1 Exhibit C Schedule of Performance City of t.a Quinta Alarm Monitoring & Maintenance Proposal SECU1ITY/AC cc SYSTEMS City Hall Security City Hall Access Wellness Center Security Library Security Museum Security 14 Quetta Park Security L. Qutnta Maintenance Yard Monthly/Annual Cost Per Location $55.00/5660 00 $55.00/$660 00 $55.00/$660.00 $55,00/$660.00 $55.00/$660 00 $55.00/1660.00 $55.00/$660.00 TOTAL ANNUAL COST' $4,620 00 Total Monthly Payment: 1 385 00 FIRE SYSTEMS City Hall Fire Wellness Center Fire Library Fire Museum Fire Fire Staturii 493 Firc File Station 872 Fire. ANNUAI. COST: Monthly Payment. Pagel Ll ,protec1me.com $H5.00/$1,1120.00 505.00/11.020.00 585.00/11,020 00 185.00/51,020.00 585 00/51.020.00 505 00/51,020 00 16,120.00 S 510111 2671/015610-0002 8290895.1 012/28/15 Lost Revised April 2015 EXHIBIT C Page 1 of 2 1. NONE 2671/015610-0002 8290895.1012/28/15 Last Revised April 2015 Exhibit D 5Reual Regu meets 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) 52,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability 51,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Contractor 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 Contractor's acts or omissions rising out of or related to Contractor'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 Contractor'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. Contractor 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 Contractor, its officers, any person directly or indirectly employed by Contractor, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Contractor's performance under this Agreement. If Contractor or Contractor's employees will use personal autos in any way on this project, Contractor 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 shalt contain a severability of interest clause providing that coverage shall be primary for losses arising out of Last revised April 2015 EXHIBIT E Page 1 of 5 4J Contractor's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the contractor 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. Contractor shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no Tess than $1,000,000 per accident or disease. Contractor 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, Contractor 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 Contractor'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 Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Contractor to stop work under this Agreement and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. c. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Contractor's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractors' performance of work under this Agreement. Last revised April 2015 EXHIBIT E Page 2of5 E.3 General Conditions Pertaining to Provisions of Insurance Coy_erage by Contractor. Contractor and City agree to the following with respect to insurance provided by Contractor: 1. Contractor 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 I50 endorsement No. CG 2010 with an edition prior to 1992. Contractor also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to 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 City, as the need arises. Contractor 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 Contractor'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 Contractor or deducted from sums due Contractor. at City option. Last revised April 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 Contractor 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. Contractor agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor 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. Contractor agrees that upon request, all agreements with subcontroctors and others engaged in the project will be submitted to City for review. 10, Contractor 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 Contractor's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to City. At that time, City shall review options with Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 11. City reserves the right at any time during the term of this Agreement to change the amounts and types of insurance required by giving Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Contractor, 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. Contractor acknowledges and agrees that any actual or alleged failure on the port of City to inform Contractor 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. Contractor 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 this 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 April 2015 EXHIBIT E Page 4of5 15. Contractor 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 Contractor'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 Contractor under this agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents. 17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this 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. Contractor 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 Contractor 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. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Last revised April 2015 EXHIBIT E Page 5 of 5 Exhibit F Indemnification F.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Contractor's Services, to the fullest extent permitted by law, Contractor 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 Contractor 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 Contractor, its officers, agents, employees or subcontractors (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, Contractor shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of Contractor. b. Inclemnification for Other Than Profes.sior4 Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor 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 Contractor or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees, or subcontractors of Contractor. F.2 Standard Indemnification Provisions. Contractor 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 Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Last revised April 2015 EXHIBIT F Page 1 of 2 Contractor 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 defend City as set forth herein is binding on the successors, assigns or heirs of Contractor and shall survive the termination of this agreement or this section. a. limtQtiQn.9n, Indemnity. Without affecting the rights of City under any provision of this agreement, Contractor 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 Contractor will be for that entire portion or percentage of liability not attributable to the active negligence of City. Last revised April 2015 EXHIBIT F Page 2 of 2 �1i ,SIC RC] a� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 12/29/2015 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 Wood Gutmann & Bogart License# 0679263 15901 Red Hill Ave., Suite 100 Tustin CA 92780 INSURED Alarm Monitoring Services, Inc Stephanie Loog 74-794 42nd Avenue Suite 1 Palm Desert CA 92211 ALARM -2 CONTACT NAME: Vy Seilier-Flynn PHONE714-505-7000 _iAlO,bta.�ctl: EMAIL vy@wgbib.com Up/ ssd yWg INSURER(S) AFFORDING COVERAGE INSURER A :Philadelphia Indemnity Ins Co. INSURER B:California Auto Insurance Co INSURER C INSURER D : INSURER E : INSURER F FICATI= NIiMBER 1340313343 FAX [AIC, Nola, 714-573-1770 NAIC # 38342 ISION NUMBER: THIS INDICATED. CERTIFICATE EXCLUSIONS IICY LTR IS TO CERTIFY THAT THE POLICIES NOTWITHSTANDING ANY REQUIREMENT, MAY BE ISSUED OR MAY AND CONDITIONS OF SUCH OF INSURANCE PERTAIN, POLICIES. IINNSD WVDB LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS TYPE OF INSURANCE POICY NUMBER EFF IMM/DDIYYYYI EXP IMMIY DD/YYYY1 LIMITS A x COMMERCIAL GENERAL LIABILITY OCCUR PHPK1431277 12/31/2015 12/31/2016 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X REMI E§ fEaRENTED( $100,000 05,000 MED EXP (Any one person) PERSONAL&ADVINJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: LOC GENERAL AGGREGATE $2,000 000 PCL1CY —1 fNf PRODUCTS - COMP/OP AGG $2,000,000 $ — OTHER: B AUTOMOBILE LIABILITY ANY AUTO ALL OWNED HIRED AUTOS — X SCHEDULED NON -OWNED AUTOS BA040000022515 6/22/2015 6/22/2016 I M accident) IN'LE T $1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) -PRI FERT ' ,SPeraCdd9nt.) $ X $ A UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE PHUB524349 12/31/2015 12/31/2016 EACH OCCURRENCE $1,000,000 X AGGREGATE $1,000,000 DED X j RETENTION $10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS Y/ N N / A STATUTE gi�. EL EACH ACCIDENT $ E -L- DISEASE - EA EMPLOYEE $ below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of LaQuinta, its officials, employees, and agents are named as additional insured on the General Liability per attached PI-GLD-SG 10 13 as required by written contract subject to the terms and conditions of the policy. Waiver of Subrogation applies to the General Liability per attached PI-GLD-SG 10 13. CANCELLATION City of LaQuinta 78495 Calle Tampico LaQuinta CA 92253 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PI-GLD-SG (10/13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: SECURITY SERVICES This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that the following extensions only apply in the event that no other specific coverage for these extensions are provided under this policy If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Damage to Premises Rented to You $1,000,000 2 Watercraft Used in Security Services only 2 Medical Payments $20,000 2 Medical Payments — Extended Reporting Period 3 years 2 Supplementary Payments —Bail Bonds $2,500 3 Supplementary Payments — Loss of Earnings $500 per day 3 Employee Indemnification Defense Coverage for Employees $15,000 3 Additional Insured —Broadened Named Insured Included 3 Additional Insured — Managers and Supervisors Included 3 Additional Insured — Managers, Landlords, or Lessors of Premises Included 3 Additional Insured — Lessors of Leased Equipment — Automatic Status When Required in Lease Agreement With You Included 4 Additional Insured — Grantors of Permits Included 4 Additional Insured — Blanket Additional Insureds by Contract Included 4 Limited Rental Lease Agreement Contractual Liability $50,000 5 Transfer of Rights of Recovery Against Others To Us Clarification 5 Duties in the Event of Occurrence, Offense, Claim or Suit Included 5 Unintentional Failure to Disclose Hazards Included 6 Liberalization Included 6 Bodily Injury — Mental Anguish Included 6 Assault and Battery Coverage with Extended Property Damage Included 6 Errors and Omissions Coverage Included 7 Incidental Medical Malpractice Included 9 Page 1 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission. PI-GLD-SG (10/13) A. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word fire is changed to fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in: a. The last paragraph of SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; b. SECTION III — LIMITS OF INSURANCE, Paragraph 6.; and c. SECTION V — DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the words fire insurance are changed to insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. B. Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. Aircraft, Auto Or Watercraft does not apply to security services performed on or about watercraft. C. Medical Payments — Limit Increased, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III — LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part 2. Under SECTION I — COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, Paragraph a , Item (b) is amended to read: provided that: (b) The expenses are incurred and reported to us within three years of the date of the accident; and Page 2 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG (10/13) D. Supplementary Payments In the SUPPLEMENTARY PAYMENTS —COVERAGES A AND B provision, Items 1.b. and 1.d. are amended as follows: 1. The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day E. Employee Indemnification Defense Coverage In the SUPPLEMENTARY PAYMENTS — COVERAGES A AND B provision, the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $15,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits." F. Who is an Insured SECTION II —WHO IS AN INSURED is amended as follows 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is changed to read: a. Coverage under this provision is afforded until the end of the policy period; 2. Each of the following is also an insured: a. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. b. Managers and Supervisors — If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. c. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to' (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. Page 3 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission. PI-GLD-SG (10/13) d. Lessors of Leased Equipment—Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires e. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. f. Blanket Additional Insureds by Contract — Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 4 of 10 OO 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission. PI-GLD-SG (10/13) (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. (2) "Bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. G. Limited Rental Lease Agreement Contractual Liability The following is added to SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements This coverage is excess over any renter's liability insurance of the client. H. Transfer of Rights of Recovery Against Others To Us As a clarification, the following is added to SECTION IV — COMMERCIAL GENERAL LIABLITY CONDITIONS, Paragraph 8. Transfer of Rights of Recovery Against Others To Us: Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. I. Duties in the Event of Occurrence, Offense, Claim or Suit 1. When you report an "occurrence" (coverage for which is provided by this policy) to your compensation insurance carrier, and this "occurrence" later develops into a liability claim, failure to report such "occurrence" to us at the time of such "occurrence" shall not be deemed in violation of SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit. This is upon the distinct understanding and agreement however, that you, the insured, as soon as made aware that this particular "occurrence" is a liability case, rather than a compensation case shall give us notification immediately. 2. The requirement in Condition 2.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of an "occurrence" or an offense, applies only when the "occurrence" or offense is known to: Page 5 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG (10/13) a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer or insurance manager, if you are a corporation. 3. The requirement in Condition 2.b. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer' or insurance manager, if you are a corporation. J. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance upon your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. K. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state L. Bodily Injury— Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. is changed to read: "Bodily injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. M. Assault and Battery with Extended Property Damage SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured This exclusion does not apply to: Page 6 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission. PI-GLD-SG (10113) (1) "Bodily injury" or "property damage" resulting from the use of physical force to protect persons or property; or (2) Allegations of vicarious liability on the part of a Named Insured arising solely from the acts of your "employees " However, acts of your "employees" shall not include theft. N. Errors and Omissions Coverage 1. SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is amended by adding the following: ERRORS AND OMISSIONS This insurance applies to negligent acts, errors or omissions committed by you relating to your services described in the Declarations 2. SECTION I — COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY is amended by adding the following: ERRORS AND OMISSIONS The insurance that applies to "personal injury' includes negligent acts, errors or omissions committed by you relating to your services described in the Declarations. 3. SECTION I — COVERAGES is amended by adding the following COVERAGE D — ERRORS AND OMISSIONS LIABILITY a. Insuring Agreement (1) We will pay those sums that the insured becomes legally obligated to pay as damages because of errors or omissions committed by you relating to your services described in the Declarations. However, we will have no duty to defend the insured against any "suit" seeking damages for errors or omissions committed by the insured to which the insurance does not apply. We will have the right and duty to defend any "suit" seeking those damages We may, at our discretion, investigate any claim or "suit" that may result But: (a) The amount we will pay for damages is limited as described in SECTION III — LIMITS OF INSURANCE; and (b) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A, B, or D, or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS — COVERAGES A, B, AND D. (2) This insurance applies only if the error or omission occurs during the policy period. b. Exclusions This insurance does not apply to Page 7 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission. PI-GLD-SG (10/13) (1) "Bodily injury" or"property damage"; (2) "Personal and advertising injury"; (3) Intentional injury, nor injury arising out of willful violation of a penal statute or ordinance, committed by or with the knowledge or consent of the insured; (4) Any claim seeking relief or redress in any form other than monetary damages; (5) Any claim arising out of any insured's activities, or as a fiduciary, under the Employment Retirement Income Security Act of 1974, any amendments or any regulation or order issued thereto; (6) Any claim arising from warranties or guarantees made by any insured; (7) Liability assumed by the insured under any contract or agreement. This exclusion does not apply to liability for damages: (a) That the insured would have in the absence of the contract or agreement; or (b) Assumed in a contract or agreement that is an insured contract; (8) Liability arising from any fraudulent, dishonest, or criminal act of any insured; (9) Liability arising from a claim made by a parent or subsidiary organization of the insured or another subsidiary organization of such parent or other subsidiary, nor any officer, director or "employee" of any of the above; and (10) Any claim alleging, arising out of, resulting from, based upon or in consequence of, directly or indirectly, any employment practices or any discrimination against any person or entity on any basis; additionally, any actual or alleged violation of the Fair Labor Standards Act or any similar law or regulation applicable to the payment of wages or overtime. (11) Liability arising directly or indirectly out of any action, error or omission that violates or is alleged to violate: (a) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (b) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; (c) The Fair Credit Reporting Act (FORA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or (d) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN -SPAM Act of 2003 or FORA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. c. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended to read SUPPLEMENTARY PAYMENTS — COVERAGES A, B, AND D Page 8 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission. d. SECTION III — LIMITS OF INSURANCE is amended as follows: (1) PI-GLD-SG (10/13) Item 2. is replaced by the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or • "property damage" included in the "products -completed operations hazard"; c. Damages under Coverage B; and d. Damages under Coverage D. (2) Item 5. is replaced by the following: 5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C, because of all "bodily injury" and "property damage" arising out of any one "occurrence"; and c. Damages under Coverage D. e. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance is amended as follows: (1) The first paragraph is replaced by the following If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A, B, or D of this Coverage Part, our obligations are limited as follows. (2) Paragraph b. Excess Insurance, Item (2) is replaced by the following: When this insurance is excess, we will have no duty under Coverages A, B, or D to defend the insured against any claim or "suit" if any other insurer has a duty to defend the insured against that claim or "suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers O. Incidental Medical Malpractice We will pay for injury arising out of the rendering of or failure to render the following treatment or services by an "employee" for an accident occurring during the policy period: 1. First aid treatment including cardiopulmonary resuscitation (CPR); and Page 9 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission. PI-GLD-SG (10/13) 2. Medical, surgical, dental, x-ray, or nursing service or treatment, or the furnishing of food or beverages in connection therewith; and the furnishing or dispensing of drugs, or medical, dental, or surgical supplies or appliances However, this coverage does not apply to any insured or to any entity engaged in the business or occupation of providing the services or treatments described in 1. and 2. above. Page 10 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission. AC RIO D' CERTIFICATE OF LIABILITY INSURANCE DATE (MM)ODIYYYY) 12/28/2015 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 Temecula Insurance Services 28544 Old Town Front Street Suite 207 Temecula CA 92590 INSURED Alarm Monitoring Services, Inc. P.o. Box 14323 Palm Desert CONTACT Julie Eardly Y PHONE c b FYti• (951) 694-5200 x1011 FAX UUC.Noh.(951)302-0<70 EMAIL •ulie@temeculainsuranceservices.com INSURER)SI FFORO/NG COVERAGE INSURER a.Employers Compensation Ins Co INSURER B : NAIL INSURER C: INSURER O INSURER E: CA 92255 INSURER F• COVERAGES CERTIFICATE NUMBER:CL141600013 • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADM INS I; SUB WVD POLICY NUMBER POLICY EFF (MMIDD1YYYY1 POLICY EXP (MINODIYYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE COMMERCIAL GENERAL LIABILITY DAMAGE TO REN1ED PREMISES IEa $ 1 CLAIMS -MADE ri OCCUR oraurormeJ MED EXP (Anyone rpsuen) S PERSONAL B ADV INJURY S GENERAL AGGREGATE S GENT AGGREGATE LIMIT APPLIES PER: —I PRODUCTS-COMP/OP AGG S POLICY n 1F - n LOC 5 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT IEa 1MJdosI) 3 ANY AUTO BODILY INJURY (Per person) S ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) –PROPERTY S HIRED AUTOS NON -OWNED AUTOS OAMAGE (Pur nSSklnn9 - 5 S UMBRELLA LIAR + OCCUR EACH LICCURNCE 5 EXCESS—iLIAB CLAIMS -MADE AGGREGATE S 1E0 I RETENT ON S A WORKERS COMPENSATION AND EMPLOYERS' LIABIL TY yWC $IATU- I IOTW X TORY LJMal— I ER YIN ANY PROPRIETORIPARTNER/EXECUTIVErI OFFICER/MEMBER EXCLUDED? NIA E L EACH ACCIDENT $ 1,000,000 + (Mandatory In NH) EIG128197704 1/21/2015 1/21/2016 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 11 yes, descMw under DE.SCRIPTIDN OF OinxiolaNri wow EL DISEASE • POLICY LIMIT S 1,000 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Romarks Schedule, it more space is required) Proof of Insurance CERTIFICATE HOLDER CANCELLATION City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Bradley Salute/JULIE ACORD 25 (2010/05) INSn25 2nurnsrn, © 1988-2010 ACORD CORPORATION. All rights reserved. The, ACflon non.o mnr( Innn oro re,nicre,rorl mor4c of Arrlia l WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA We have the right to recover our payments from anyone liable for ar injury covered by this policy. We will not erforce our right agairst the person or organization named in the Schedule. (This agreomert applies only ;o the extent that you perform work under a written contract that requ'res you to obtain this agreement from us ) You must ma ntain payroll records accurately segregating the remuneration of you- employees while engaged 'n the work described in the Schedu:e The addit:onal premum for this endorsement shall be 2 % of the Cal:fornia workers' compensation premium otherwise due on such remuneration Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FCR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER ALL .;OBS IN California This policy is subject to a minimum charge of $250 for the Issuance of waivers of subrogation Tha endorsemert charges the policy to which ,t is attached and is effective or the date issued unless otherwise stated (The Information below Is required only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective 01121/2C15 Policy No E:G "281977 04 at 12.0' AM standard tame. forms a part of Of the EMPLOYERS PREFERRED INS CO. Carrier Code 00920 Issued to ALARM MONITORING SERV;CES. INC Premium Courters:gned at on By Erdorserrent No Authorized Representative WC 04 03 06 (Ed. 4-84) ©1998 by the Workers' Corpensa^on Insurance Rating B;;reau of Cair omia All rtghts reserved WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 06 01 A (Ed. 12-93) CALIFORNIA CANCELATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page, The cancelation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancelation: 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancelation is to take effect. 2. We may cancel this policy for one or more of the following reasons: a Non-payment of premium; b. Failure to report payroll; c. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; d. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; e. Material misrepresentation made by you or your agent; f. Failure to cooperate with us in the investigation of a claim; g. Failure to comply with Federal or State safety orders; h. Failure to comply with written recommendations of our designated loss control representatives; i. The occurrence of a material change in the ownership of your business; j. The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; k. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; I. The occurrence of any change in your business or operation which contemplates an activity excluded by our reinsurance treaties. 3. If we cancel your policy for any of the reasons listed in (a) through (f), we will give you 10 days advance written notice. stating when the cancelation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. If we cancel your policy for any of the reasons listed in Items (g) through (I), we will give you 30 days advance written notice; however, we agree that in the event of cancelation and reissuance of a policy effective upon a material change in ownership or operations, notice will not be provided. 4. The policy period will end on the day and hour stated in the cancelation notice. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement Is issued subsequent to preparation of the policy.) This endorsement, effective at 12:01 AM standard time, forms a part of Policy No. Of the Carrier Code Issued to Premium Countersigned at _ on By - Endorsement No. Authorized Representative WC 04 06 01 A (Ed. 12-93) © Workers' Compensation Insurance Rating Bureau of California. All rights reserved. A EP CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD,YYYYI 12/29/2015 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 the terms and conditions of the policy, certain policies may require an endorsement. policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Wood Gutmann & Bogart License# 0679263 15901 Red Hill Ave., Suite 100 Tustin CA 92780 INSURED ALARM -2 Alarm Monitoring Services, Inc Stephanie Loog 74-794 42nd Avenue Suite 1 Palm Desert CA 92211 CONTACT T Vy Sellier-Flynn PHONE 714-505-7000 1 "'A 714-573-1770 (A1C. No, Ext): [vc, No): A a4 ss,vy@wgbrb.c0m INSURERS) AFFORDING COVERAGE INSURER A:Philadelphia Indemnity Ins Co. NAIC # 38342 INSURER B :California Auto Insurance Co _ INSURER C : INSURERD: INSURER E INSURER F • 43 REVISION NUMBER: M THIS INDICATED CERTIFICATE EXCLUSIONS INSR LFR r15 TO CERTIFY THAT THE POLICIES NOTWITHSTANDING ANY REQUIREMENT, MAY BE ISSUED OR MAY AND CONDITIONS OF SUCH TYPE OF INSURANCE OF INSURANCE PERTAIN, POLICIES. ADDL INSD SUBR WVD LISTED BELOW HAVE BEEN TERM OR CONDITION OF ANY THE INSURANCE AFFORDED BY LIMITS SHOWN MAY HAVE BEEN POLICY NUMBER ISSUED TO CONTRACT THE POLICIES REDUCED BY POLICY EFF [MMIOOIYYYY) THE INSURED OR OTHER DESCRIBED PAID CLAIMS. POLICY EXP 1MMIDOfYYYYL NAMED ABOVE FOR THE POLICY PERIOD DOCUMENT WITH RESPECT TO WHICH THIS HEREIN IS SUBJECT TO ALL THE TERMS, LIMITS A x GE COMMERCIAL GENERAL LIABILITY J CLAIMS -MAGE I X I OCCUR 'L AGGREGATE LIMIT APPLIES PER' POLICY I 11238T- 1 1 LOC OTHER: PHPK1431277 12/31/2015 1 1 12/31/2016 EACH OCCURRENCE DAMAGE TO RENTED ) PREM1SES En W;eurrenee MED EXP (Any one uersnn) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS • COMPIOP AGG $1,000,000 $100,000 $5,000 $1,000,000 $2,000,000 S2,000.000 S B AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED AUTOX HIRED AUTOS X SCHEDULED NON-OWNED U OWNED OS BA040000022515 6/22/2015 6/22/2016 COMHINEC sINV I. (Ea soculan0 BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY. nl)AMAGfi 51,000.000 S S 5 5 A X UMBRELLA LIAR jEXCESS LIAB DEC) I X I NETENTION$10,000 X OCCUR CLAIMS•AAADE .. ... PHUB524349 12/31/2015 _ 12/3112016 _ EACH OCCURRENCE AGGREGATE 51,000,000 $1,000,000 S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRII II)}IaPARTNERIEXECU OFFICIMr1MSER EXCLUDED? EH (Mdndmrory in NH) l�i��res, describe under 0ESCRIPTIONOF OPERATIONS Y / N TIVE �"j I I NIA I PiA1UL>~ I I eq E.L. EACH ACCIDENT E L DISEASE - EA EMPLOYEE E L. DISEASE -POLICY LIMIT 5 $ 5 below DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If mo a space is requl ed) City of LaQuinta, its officials, employees, and agents are named as additional insured on the General Liability per attached PI-GLD-SG 13 as required by written contract subject to the terms and conditions of the policy. Waiver of Subrogation applies to the General Liability per attached PI-GLD-SG 10 13. 10 CERTIFICATE HOLDER City of LaQuinta 78495 Calle Tampico LaQuinta CA 92253 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. AUTHORIZED REPRESENTATIVE • © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD PI-GLD-SG (10/13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, GENERAL LIABILITY DELUXE ENDORSEMENT: SECURITY SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that the following extensions only apply in the event that no other specific coverage for these extensions are provided under this policy If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording Coverage Applicable Limit of Insurance Page # Damage to Premises Rented to You $1,000,000 2 Watercraft Used in Security only 2 Medical Payments _ __Services $20,000 2 Medical Payments — Extended Reporting Period 3 years 2 Supplementary Payments — Bail Bonds $2,500 3 Supplementary Payments — Loss of Earnings $500 per day 3 Employee Indemnification Defense Coverage for Employees $15,000 3 Additional Insured — Broadened Narned Insured Included 3 Additional Insured - Managers and Supervisors Included 3 Additional Insured — Managers, Landlords, or Lessors of Premises Included 3 Additional Insured — Lessors of Leased Equipment —Automatic Status When Required in Lease Agreement With You Included 4 Additional Insured — Grantors of Permits Included 4 Additional Insured — Blanket Additional Insureds by Contract Included 4 Limited Rental Lease Agreement Contractual Liability $50,000 5 Transfer of Rights of Recovery Against Others To Us Clarification 5 Duties in the Event of Occurrence, Offense, Claim or Suitt Included 5 Unintentional Failure to Disclose Hazards Included 6 Liberalization Included 6 Bodily Injury — Mental Anguish Included 6 Assault and Battery Coverage with Extended Property Damage Included 6 Errors and Omissions Coverage Included 7 Incidental Medical Malpractice Included 9 Page 1 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission. PI-GLD-SG (10/13) A. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part; the word fire is changed to fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in: a. The last paragraph of SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; b. SECTION III — LIMITS OF INSURANCE, Paragraph 6.; and c. SECTION V — DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the words fire insurance are changed to insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof B. Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. Aircraft, Auto Or Watercraft does not apply to security services performed on or about watercraft C. Medical Payments — Limit Increased, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III — LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part 2. Under SECTION I — COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, Paragraph a , Item (b) is amended to read provided that: (b) The expenses are incurred and reported to us within three years of the date of the accident; and Page 2 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission. PI-GLD-SG (10/13) D. Supplementary Payments In the SUPPLEMENTARY PAYMENTS —COVERAGES A AND B provision, Items 1.b. and 1.d. are amended as follows: 1. The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day E. Employee Indemnification Defense Coverage In the SUPPLEMENTARY PAYMENTS —COVERAGES A AND B provision, the following is added We will pay, on your behalf; defense costs incurred by an "employee" in a criminal proceeding The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $15,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits." F. Who is an Insured SECTION II —WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is changed to read a. Coverage under this provision is afforded until the end of the policy period; 2. Each of the following is also an insured a. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance b. Managers and Supervisors — If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors c. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization Page 3 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission PI-GLD-SG (10/13) d. Lessors of Leased Equipment —Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy Such person or organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires e. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults; street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. f. Blanket Additional Insureds by Contract — Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy Such person or organization is an additional insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions, or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to (1) "Bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 4 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission. PI-GLD-SG (10/13) (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, Feld orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. (2) "Bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service; maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed, or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. G. Limited Rental Lease Agreement Contractual Liability The following is added to SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client H. Transfer of Rights of Recovery Against Others To Us As a clarification, the following is added to SECTION IV — COMMERCIAL GENERAL LIABLITY CONDITIONS; Paragraph 8. Transfer of Rights of Recovery Against Others To Us: Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract 1. Duties in the Event of Occurrence, Offense, Claim or Suit 1. When you report an "occurrence" (coverage for which is provided by this policy) to your compensation insurance carrier, and this "occurrence" later develops into a liability claim, failure to report such "occurrence" to us at the time of such "occurrence" shall not be deemed in violation of SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit This is upon the distinct understanding and agreement however, that you, the insured, as soon as made aware that this particular "occurrence" is a liability case, rather than a compensation case shall give us notification immediately. 2. The requirement in Condition 2.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of an "occurrence" or an offense, applies only when the "occurrence' or offense is known to Page 5 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission PI-GLD-SG (10/13) a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer" or insurance manager, if you are a corporation. 3. The requirement in Condition 2.b. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership, or c. An "executive officer" or insurance manager, if you are a corporation. J. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance upon your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. K. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state L. Bodily Injury— Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. is changed to read "Bodily injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. M. Assault and Battery with Extended Property Damage SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following. a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to: Page 6 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission PI-GLD-SG (10/13) (1) "Bodily injury" or "property damage" resulting from the use of physical force to protect persons or property; or (2) Allegations of vicarious liability on the part of a Named Insured arising solely from the acts of your "employees " However, acts of your "employees" shall not include theft N. Errors and Omissions Coverage 1. SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is amended by adding the following: ERRORS AND OMISSIONS This insurance applies to negligent acts, errors or omissions committed by you relating to your services described in the Declarations 2. SECTION I — COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY is amended by adding the following: ERRORS AND OMISSIONS The insurance that applies to "personal injury!' includes negligent acts, errors or omissions committed by you relating to your services described in the Declarations 3. SECTION I — COVERAGES is amended by adding the following: COVERAGE D — ERRORS AND OMISSIONS LIABILITY a. Insuring Agreement (1) We will pay those sums that the insured becomes legally obligated to pay as damages because of errors or omissions committed by you relating to your services described in the Declarations However, we will have no duty to defend the insured against any "suit" seeking damages for errors or omissions committed by the insured to which the insurance does not apply We will have the right and duty to defend any "suit" seeking those damages We may, at our discretion, investigate any claim or "suit" that may result But: (a) The amount we will pay for damages is limited as described in SECTION III — LIMITS OF INSURANCE; and (b) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A, B, or D, or medical expenses under Coverage C No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS — COVERAGES A, B, AND D. (2) This insurance applies only if the error or omission occurs during the policy period b. Exclusions This insurance does not apply to: Page 7 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission. PI-GLD-SG (10/13) (1) "Bodily injury" or "property damage", (2) "Personal and advertising injury"; (3) Intentional injury; nor injury arising out of willful violation of a penal statute or ordinance, committed by or with the knowledge or consent of the insured: (4) Any claim seeking relief or redress in any form other than monetary damages; (5) Any claim arising out of any insured's activities, or as a fiduciary, under the Employment Retirement Income Security Act of 1974, any amendments or any regulation or order issued thereto; (6) Any claim arising from warranties or guarantees made by any insured, (7) Liability assumed by the insured under any contract or agreement This exclusion does not apply to liability for damages: (a) That the insured would have in the absence of the contract or agreement; or (b) Assumed in a contract or agreement that is an insured contract; (8) Liability arising from any fraudulent, dishonest, or criminal act of any insured; (9) Liability arising from a claim made by a parent or subsidiary organization of the insured or another subsidiary organization of such parent or other subsidiary, nor any officer, director or "employee" of any of the above; and (10) Any claim alleging, arising out of, resulting from, based upon or in consequence of, directly or indirectly, any employment practices or any discrimination against any person or entity on any basis; additionally, any actual or alleged violation of the Fair Labor Standards Act or any similar law or regulation applicable to the payment of wages or overtime (11) Liability arising directly or indirectly out of any action, error or omission that violates or is alleged to violate: (a) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (b) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; (c) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or (d) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN -SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information c. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended to read SUPPLEMENTARY PAYMENTS — COVERAGES A, B, AND D Page 8 of 10 © 2013 Philadelphia Indemnity insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission. PI-GLD-SG (10/13) d. SECTION III — LIMITS OF INSURANCE is amended as follows. (1) Item 2. is replaced by the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; c. Damages under Coverage B; and d. Damages under Coverage D (2) Item 5. is replaced by the following 5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C, because of all "bodily injury" and "property damage" arising out of any one "occurrence"; and c. Damages under Coverage D. e. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance is amended as follows: (1) The first paragraph is replaced by the following: If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A, B, or D of this Coverage Part, our obligations are limited as follows: (2) Paragraph b. Excess Insurance, Item (2) is replaced by the following: When this insurance is excess, we will have no duty under Coverages A, B, or D to defend the insured against any claim or "suit" if any other insurer has a duty to defend the insured against that claim or "suit " If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers O. Incidental Medical Malpractice We will pay for injury arising out of the rendering of or failure to render the following treatment or services by an "employee" for an accident occurring during the policy period. 1. First aid treatment including cardiopulmonary resuscitation (CPR); and Page 9 of 10 © 2013 Philadelphia Indemnity insurance Company Includes copyrighted material of Insurance Services Office, Inc , with its permission. PI-GLD-SG (10/13) 2. Medical, surgical, dental, x-ray, or nursing service or treatment, or the furnishing of food or beverages in connection therewith; and the furnishing or dispensing of drugs, or medical, dental, or surgical supplies or appliances However, this coverage does not apply to any Insured or to any entity engaged in the business or occupation of providing the services or treatments described in 1. and 2. above. Page 10 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. Susan Maysels From: Susan Maysels Sent: Monday, January 04, 2016 5:58 PM To: 'Admin@AMSprotectme.com' Cc: Steve Howlett (showlett@la-quinta.org) Subject: Service Agreement between AMS Security & City of La Quinta Dear Ms. Melendez and Mr. Snair, Attached for your records is the fully -executed, electronic copy of the above-mentioned agreement. Yours truly, =two r Susan Maysels E City Clerk City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 Ph. 760377,7123 smaysels@la-quinta.org website: www.La-Quinta.org 1