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2016-2017 Willdan Financial Services - L&L AD 89-1PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and WILLDAN FINANCIAL SERVICES ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to Street Lighting and Landscape District 89-1 Administration Services, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "Services"). Consultant represents and warrants that Consultant is a provider of first- class services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant covenants that it shall follow the highest professional standards in performing the Services required hereunder. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar services under similar circumstances. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of the City and any Federal, State, or local governmental agency of competent jurisdiction. 1.3 Licenses Permits Fees and Assessments. Except as otherwise specified herein, Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement, including a City of La Quinta business license. Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for the performance of the Services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the Services required by this Agreement, and shall indemnify, defend (with counsel selected by City), and hold City, its elected officials, officers, employees, and agents, free and harmless against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder. Consultant shall be responsible for all subcontractors' compliance with this Section. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it has thoroughly investigated and considered the Services to be performed, (b) it has investigated the site where the Services are to be performed, if any, and fully acquainted itself with the conditions there existing, (c) it has carefully considered how Last revised April 2015 the Services should be performed, and (d) it fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by City, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 1.5 Standard of Care. Consultant acknowledges and understands that the Services contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's work will be held to a heightened standard of quality. Consistent with Section 1.4 hereinabove, Consultant represents to City that it holds the necessary skills and abilities to satisfy the heightened standard of quality as set forth in this Agreement. Consultant shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Services performed by Consultant, and the equipment, materials, papers, and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City's own negligence. The performance of Services by Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to City, when such inaccuracies are due to the negligence of Consultant. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Services ("Additional Services") only when directed to do so by the Contract Officer, provided that Consultant shall not be required to perform any Additional Services without compensation. Consultant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Consultant. It is expressly understood by Consultant that the provisions of this Section shall not apply to the Services specifically set forth in the Scope of Services or reasonably contemplated therein. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforeceable. Failure of Consultant to secure the Contract Officer's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time to perform this Agreement, whether by way of compensation, restitution, quantum meruit, 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, which are made a part hereof are set forth in Exhibit "Y (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 Last revised April 2015 -2- Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the Services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not to exceed Sixteen Thousand Three Hundred Thirty Five Dollars ($16,335.00) (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 Consultant's rate schedule, but not exceeding the Contract Sum, or such other methods as may be specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City; Consultant shall not be entitled to any additional compensation for attending said meetings. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement. 2.2 Method of Billing. Any month in which Consultant wishes to receive payment, Consultant shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City's Finance Director, an invoice for Services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the Services provided, including time and materials, and (2) specify each staff member who has provided Services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is for Services performed in accordance with the terms of this Agreement. Subject to retention pursuant to Section 8.3, City will pay Consultant for all items stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City's Finance Department. 2.3 Compensation for Additional Services. Additional Services approved in advance by the Contract Officer pursuant to Section 1.6 of this Agreement shall be paid for in an amount agreed to in writing by both City and Consultant in advance of the Additional Services being rendered by Consultant. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for Additional Services must be approved by the La Quinta City Council. Under no circumstances shall Consultant receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. Last revised April 2015 -3- 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. If the Services not completed in accordance with the Schedule of Performance, as set forth in Section 3.2 and Exhibit C, it is understood that the City will suffer damage. 3.2 Schedule of Performance. All Services rendered pursuant to this Agreement shall be performed diligently and within the time period established in Exhibit C (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Maieure. The time period specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. Extensions to time period in the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. 3.4 Term. Unless earlier terminated in accordance with Sections 8.8 or 8.9 of this Agreement, the term of this agreement shall commence on March 1, 2016 and terminate on March 1, 2017 ("Initial Term"). This Agreement may be extended for 2 additional year(s) upon mutual agreement by both parties ("Extended Term"). 4.1 Representative of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the Services specified herein and make all decisions in connection therewith: a. Daniel Louie, Project Manager E-mail: QLouie0WHIdon.com b. Gladys Medina, Vice President E-mail: GMedino@Wiltdan.co C. Mark J. Risco, President and CEO E-mail: MRisco@Wiltdon.co Last revised April 2015 -4- It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. For purposes of this Agreement, the foregoing Principals may not be changed by Consultant and no other personnel may be assigned to perform the Services required hereunder without the express written approval of City. 4.2 Contract Officer. The "Contract Officer" shall be Timothy R. Jonasson, Design and Development Director or such other person as may be designated in writing by the City Manager of City. It shall be Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the Services, and Consultant shalt refer any decisions, that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shalt mean the approval of the Contract Officer. The Contract Officer shalt 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 Consultant, its principals, and its employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or by operation of law, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. Any attempted or purported assignment or contracting by Consultant without City's express written approval shall be null, void, and of no effect. No approved transfer shall release Consultant of any liability hereunder without the express consent of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents, or its employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number or hours of service. Consultant shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or Last revised April 2015 -5- otherwise or a joint venturer or a member of any joint enterprise with Consultant. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Except for the Contract Sum paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers' compensation laws regarding Consultant and Consultant's employees. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any payment due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 4.5 Identity of Persons Performing Work. Consultant represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all of the Services set forth herein. Consultant represents that the Services required herein will be performed by Consultant or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. 4.6 City Cooperation. City shall provide Consultant with any plans, publications, reports, statistics, records, or other data or information pertinent to the Services to be performed hereunder which are reasonably available to Consultant only from or through action by City. 5.0 INSURANCE 5.1 Insurance. Prior to the beginning of any Services under this Agreement and throughout the duration of the term of this Agreement, Consultant shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, policies of insurance as set forth in Exhibit E (the "Insurance Last revised April 2015 -6- Requirements") which is incorporated herein by this reference and expressly made a part hereof. 6.0 INDEMNIFICATION. 6.1 Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, agents, and volunteers as set forth in Exhibit F ("Indemnification") which is incorporated herein by this reference and expressly made a part hereof. 7.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning Consultant's performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.2 Records. Consultant shall keep, and require any subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the "Books and Records"), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the Books and Records may be given to City, and access shall be provided by Consultant's successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement. Last revised April 2015 -7- 7.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium prepared or caused to be prepared by Consultant, its employees, subcontractors, and agents in the performance of this Agreement (the "Documents and Materials") shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the expiration or termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Consultant will be at City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, revise, or assignment. Consultant may retain copies of such Documents and Materials for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. In the event City or any person, firm, or corporation authorized by City reuses said Documents and Materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said Documents and Materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions of this clause shall survive the termination or expiration of this Agreement and shall thereafter remain in full force and effect. 7.4 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials. Consultant shall require all subcontractors, if any, to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all of the Documents and Materials. Consultant makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Consultant or provided to Consultant by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Last revised April 2015 -8- 7.5 Release of Documents. The Documents and Materials shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. E:XiM ti7ff,Ze1:701uldON 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 of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety, or general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.8. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during any period of default. 8.3 Retention of Funds. City may withhold from any monies payable to Consultant sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Consultant in the performance of the Services required by this Agreement. 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Consultant requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Last revised April 2015 -9- 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To Expiration Of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section 8.9 for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 8.3. 8.8 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.2, take over the Services and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts owed City as previously stated in Section 8.3. 8.9 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 Last revised April 2015 -10- shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the same action or in a separate action brought for that purpose. 9.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 9.1 Non -liability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of the Services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other Last revised April 2015 -11- 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: Timothy Jonasson, Design and Development Director 78-495 Calle Tampico La Quinta, California 92253 To Consultant: WILLDAN FINANCIAL SERVICES Attention: Mark J. Risco President/CEO 27-368 Via Industria, Suite 200 Terricula, CA 92590 10.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.3 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument 10.5 Integrated Agreement. This Agreement including the exhibits hereto is the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. 10.6 Amendment. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Consultant and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 10.7 Severability. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. Last revised April 2015 -12- 10.8 Unfair Business Practices Claims. In entering into this Agreement, Consultant offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Consultant without further acknowledgment of the parties. 10.9 No Third Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third -party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.10 Authority. The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] Last revised April 2015 -13- IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, Digitally signed by Frank J. Spevacek DN: serial Number --I n615nh0 I 202cvmj, st=California, I=La Quinta, 6—Frank.l. Spevacek, cn=Frank J. Spevacek Date: 2016.03.09 08:34:41 -08'00' MUM 190174= Dated: CONSULTANT: B zz Name: Title: Dated: 2 ATTEST: Digitally signed by Susan Maysels DN: serialNumber=j4r7lllgl ppsr45f, c=US, st=California, I=La Quinta, o=Susan Maysels, cn=Susan Maysels Date: 2016.03.09 09:34:32 -08'00' SUSAN ® it Clerk La Quinta, California Exhibit A Scope of Services Attached is the Scope of Services as submitted by Wilidan. Last revised April 2015 EXHIBIT A Page 1 of 1 Exhibit A District Administration District Administration As part of the City's annual administration of its Landscaping and Lighting District, Willdan Financial Services ("Willdan") will perform the following tasks: Task 1. Schedule an annual Kick-off Meeting with City staff to review the existing district and identify and discuss possible changes to the district for the upcoming fiscal year, including budget issues, annexations, modification to the district structure, expansion or changes in the improvements, as well as legislative changes that may impact the district. Task 2: Prepare an annual levy timeline identifying key dates and timeframes for pertinent tasks throughout the levy process. This timeline will be reviewed and discussed with staff and adjusted (as needed) to address the City's scheduling requirements or proposed district changes. Task 3: Maintain and update the parcel levy database for the district for the upcoming fiscal year. Utilizing the parcel levy database from the previous fiscal year, Willdan will update the parcel information and data for the district necessary to calculate and submit the annual levy of assessments to the County Auditor/Controller's Office for the upcoming fiscal year (as needed or as new data becomes available). Willdan will enhance the data through parcel research using updated secured roll information; County Assessor maps; and various third - party resources to identify possible parcel changes and discrepancies for review. Specific information provided by the City (e.g., updated tract maps, building permits, parcels that the City has identified as exempt from assessments or have special circumstances for calculation of the annual assessments) will be reviewed and incorporated into the database. As needed, significant changes or identified inconsistencies will be researched and discussed with the City to ensure the annual assessment for each parcel is calculated according to the district's Method of Apportionment. Updates to the database will include those necessitated by the addition and/or removal of parcels, land subdivisions and merges, land use changes, and adjusted benefit information. The updated database will become the source for calculating the district's annual assessments. The same data can be used to produce copies of the assessed parcel information in hardcopy, CD-ROM, or other electronic formats. The County secured roll, Assessor's parcel maps, or other data sources necessary or required for the calculation of annual assessments will be purchased by Willdan; and the cost will be passed onto the City. Task 4: Provide (at the City's request) an update of the estimated benefit units currently identified in each district's levy database for the City's consideration in preparing the preliminary district budget. Task 5: Review the preliminary district budget provided by the City, while focusing on significant budget changes from the previous year and accurate cost recovery. As part of this review process, Willdan may request clarification of specific expenses or revenues to ensure the budget incorporates appropriate maintenance costs, administrative expenses, material costs, capital costs, and other incidental expenses, as well as available revenue sources to fund balances to achieve maximum cost -to -benefit equity. Willdan will utilize updated parcel data and levy information for the district to establish more accurate estimates of anticipated assessment revenue and other estimated revenue sources associated with the district budget. Based on City's review of the preliminary budget, Willdan may provide specific recommendations or budget alternatives that the City may consider for inclusion in the final budget to be incorporated into the annual Engineer's Report and presented to the City Council. These recommendations may include both short and long-term budget considerations and objectives that may facilitate changes in the level of assessment or funding from other sources. If necessary, Willdan can meet with the City to discuss aspects of the annual budget. Task 6: Draft resolutions to be adopted in conjunction with the annual levy process, and coordinate with the City attorney. Draft resolutions will utilize the previous year's resolutions as a template and incorporate specific updates and modifications (as needed), based on legislative changes or change within the district. Prior to City Council action, Willdan will present copies of the draft resolutions for review to both City staff and City attorney. The City acknowledges that the City attorney should review all resolutions for form and content. Page A-1 Exhibit A District Administration Task 7. Prepare, in accordance with the Landscaping and Lighting Act of 1972 and the provision of California Constitution Article XIIID (Proposition 218), the district's annual Engineer's Report. This report will include the following items: • A general description of the district that may include key historical facts, zone designations, and discussion of district benefits. • A description of the plans and specification for the improvements (this may include a reference to documents on file at the City). • An estimate of improvement costs (budget). • A description of the Method of Apportionment (assessment calculation). • A diagram of the district (provided by the City or updated, as required). • An assessment of the estimated cost for each parcel. • An affidavit stating that a professional engineer has prepared the report. Task 8. Provide the City with two (2) bound copies of the full Engineer's Report, including the collection roll (one for the City Clerk, and one for City staff) and one unbound copy of the Engineer's Report for staff to reproduce, as needed. Task 9. Upon the City's request, attend up to two (2) City Council meetings, public hearings, and/or staff meetings; and be available to answer questions posed by City Council or staff. Typically, Willdan attends the public hearing; but may attend additional meetings to address budget issues with staff or to adopt of the Resolution of Intention (if requested). Task 10. Transfer the district's levy data (upon completion of the public hearing and adoption of the Resolution to Levy) to an electronic file that is compatible with the County computer system for entering individual parcel levy amounts to the tax roll. Task 11. File the electronic collection file, the Resolution to Levy, and other necessary documentation required by the County Auditor/Controller's Office for collection of the assessments. Task 12. Research the exceptions (upon receipt of a parcel exceptions list from the County), update parcel number changes, and report the revised parcels and updated levy amounts to the County Auditor/Controller's Office. As necessary, Willdan will prepare for the City additional County -required correspondences relating to the correction or removal of assessments to the County tax roll (tax bill change requests). Task 13. Provide the City (upon final reconciliation with the County of the applied levy) with a levy summary report comparing budget amounts, to the actual applied levy. This levy summary will include reasons for significant variances between the amounts budgeted, and the amounts actually applied to the County tax roll. Task 14. Act as primary contact (at the discretion of the City) to answer property owner questions regarding the district and assessments. Willdan will provide the County their toll -free telephone number for inclusion on the tax bills for property owners to call with questions. The preceding scope of services assumes that no new territories will be annexed to the district and that no new or increased assessments will be required. Page A-2 Exhibit A District Administration As part of the City's annual administration of its Assessment Districts, Willdan will perform the following tasks: Task 1. Prepare an annual report, which will include findings and recommendations, as well as a summary of significant events. The report will contain a series of schedules, including district summary information; what was applied to the roll for each parcel, broken down by principal, interest and adjustments; fund analysis; delinquency summary information; value -to -lien ratios; current debt service and amortization schedules; cash flow analysis; and bond call summary. Task 2. Provide assessment installment information for each parcel, formatted in the required configuration on nine -track magnetic tape or other media, to the County Auditor/Controller's Office for placement on the property tax roll. Task 3. Research and, if possible, resubmit installment amounts that are rejected by the County Auditor/Controller's Office. Any assessment installment that cannot be collected on the County property tax roll will be invoiced, on behalf of the City, directly to the property owner of record. Task 4. Provide a toll -free number to field inquiries from City staff, property owners, and other interested parties regarding assessment proceedings and annual installments. Task 5. Provide prepayment quotes of assessment liens and/or Notices of Assessment for all interested parties upon request. Fees for this service are paid by the requesting party and may be charged to a credit card; there is no charge to property owners and/or the City. Willdan will obtain recordation information for prepaid assessments and coordinate the Release of Lien. Task 6. Perform required bond call spreads, and coordinate the early redemption of outstanding bonds. Task 7. Monitor delinquent installment payments in February and May of each year; and provide reports identifying all delinquent parcels, along with the corresponding delinquent installment amounts to the County. Task 8. Provide a report to the County Assessor's office each year, as required by Revenue and Taxation Code 163. The report will include a listing of each active parcel contained in each Assessment District; the remaining assessment amount; and the owner of each parcel, based on the County secured roll. Additional information will be provided for parcels that paid off their assessment during the year and will include the date and amount paid and, if available, the party paying off the assessment. This information will be sent electronically and in a hardcopy format to the County in January of each year. The City of La Quinta acknowledges that Willdan shall be relying upon the accuracy and validity of the information provided by the City or their designees and that Willdan shall not be liable for any inaccuracies contained therein. Page A-3 Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.3 of this Agreement, the maximum total compensation to be paid to Consultant under this Agreement is Sixteen Thousand Three Hundred Thirty Five Dollars ($16,335.00) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made on a monthly basis and in an amount identified in Consultant's schedule of compensation attached hereto for the work tasks performed and properly invoiced by Consultant in conformance with Section 2.2 of this Agreement. Attached is the Schedule of Compensation as submitted by Willdan. Last revised April 2015 EXHIBIT B Page 1 of 1 Exhibit B Schedule of Compensation Total compensation for all work under this contract shall not exceed Sixteen Thousand Three Hundred and Thirty-five dollars ($16,335.00), except as specified in Section 1.6 ("Additional Services") of the Agreement. District Administration Compensation to Willdan for the prescribed scope of service will be as follows: Number of District Parcels Fee La Quinta Assessment District 97-1 105 $1,509.60 Administration Landscape and Lighting District 89-1 23,183 12,325.00 Administration Total $13,834.60 As the work progresses, fees are payable on a monthly percentage -completion basis. Expenses Willdan will be reimbursed for out-of-pocket expenses. Examples of reimbursable expenses include, but are not limited to: Postage, • Travel expenses, • Mileage (currently 56.50 per mile), and • Copying (currently 6¢ per copy). Any additional expense for reports or otherwise from outside services, will be billed to the City. Charges for meeting and consulting with counsel, the City, or other parties regarding services not listed in the scope of services will be at Willdan's hourly rates. In the event that a third party requests any documents from Willdan, Willdan may charge such third party for providing said documents in accordance with Willdan's applicable rate schedule (Expenses shall not exceed $2,500.00). Hourly Rates Additional services may be authorized by the City of La Quinta and will be billed by Willdan at the following hourly consulting rates: Title Hourly Rate Group Manager $ 210 Principal Engineer / Consultant 200 Senior Project Manager 165 Project Manager 145 Senior Project Analyst 130 Senior Analyst 120 Analyst 100 Analyst Assistant 75 Property Owner Services Representative 55 Support Staff 50 Exhibit C Schedule of Performance Consultant shall complete all services identified in the Scope of Services, Exhibit A of this Agreement, in accordance with the Project Schedule, attached hereto and incorporated herein by this reference. Attached is the Schedule of Performance as submitted by Willdan. Last revised April 2015 EXHIBIT C Page 1 of 1 Exhibit C Schedule of Performance Consultant shall complete all services in accordance with the project schedule below and made a part of this agreement. Completion Project Tasks Willdan establishes new levy database for the current year (including all preliminary February/ database checks, land uses, and parcel changes), and then identifies all levy issues, March including any additional maps or parcel information necessary to complete the Preliminary Engineer's Report. March Willdan develops draft Engineer's Report and begins preliminary assessment evaluation. City staff and Willdan discuss the budgets, proposed assessments, and revenue March/April alternatives that were based on the preliminary assessment evaluation. City staff confirms their intent to not have any new or increased assessments (no property owner ballots will be required) and to finalize the levy process. City provides Willdan with final revisions to the budget that were based on previous discussions. April Based on City's input of the proposed assessments and budgets, Willdan completes final modifications to the Engineer's Report; and finalizes all resolutions and documentation. Willdan delivers: 1) Preliminary Engineer's Report. 2) All resolutions and documents necessary for the Intent Meeting. 3) Resolutions and documents needed for the public hearing (if completed). April/May Intent Meeting: 1) Initiate proceedings. 2) Preliminary approval of the Engineer's Report (reviews and preliminarily approves the report and the proposed assessments). 3) Resolution of Intention. Willdan delivers: 1) Resolutions to be adopted at the public hearing (if not previously provided). 2) Final Engineer's Report (if changes or modifications to the preliminary report were ordered by City Council action, or if any substantial or material changes were made to the report that is on file with the City Clerk). Pursuant to sections 22626, 22552, and 22553 of the 1972 Act; and to 6061 of the May Government Code, the City Clerk shall publish the Resolution of Intention one time at least ten (10) days prior to the public hearing. Public Hearing: Council holds public hearing regarding the district and assessments. After the public hearing has been closed, the Council may discuss and adopt the appropriate resolutions for the district and levy of assessments: 1) Resolution approving the Engineer's Report (as submitted or amended). 2) Resolution Ordering the Levy and Collection of Assessments. Page C-1 Exhibit C Schedule of Performance Completion Project Tasks Extended public hearing: The previous hearing may be continued to this date to allow additional testimony and/or to finalize the levy process and approve the final resolutions. June City Clerk provides Willdan with two certified "wet copies" of all documents to be submitted to the County with the assessment roll, including the Resolution Ordering the Levy and Collection of Assessments and any Proposition 218 compliance documentation. July Willdan reviews, confirms, and updates all levy database files reflected in the Engineer's Report, budgets, and/or assessment rates approved by the City Council. August Willdan submits levy to County (levy tape, resolutions, and any other documentation). September Willdan submits levy corrections to the County for all taxable purposes. October Willdan provides the City with an applied levy summary. Page C-2 Exhibit D Special Requirements Tim Last revised April 2015 EXHIBIT D Page 1 of 1 Exhibit E Insurance Requirements EA Insurance. Prior to the beginning of and throughout the duration of this Agreement, the following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A -:VI: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured (on the Commercial General Liability policy only) shall be delivered to and approved by City prior to commencement of the services hereunder. Consultant shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Consultant, its officers, any person directly or indirectly employed by Consultant, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shalt provide evidence of personal auto liability coverage for each such person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads. The automobile insurance policy shall contain a severabitity of interest clause providing that coverage shall be primary for losses Last revised April 2015 EXHIBIT E Page 1 of 6 arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. Consultant shall provide written notice to City within ten (10) working days if. (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self -insured retention is increased. In the event any of said policies of insurance are cancelled, Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. E.2 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Consultant to stop work under this Agreement and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. C. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Consultant's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or Last revised April 2015 EXHIBIT E Page 2 of 6 property resulting from Consultant's or its subcontractors' performance of work under this Agreement. E.3 General Conditions Pertaining to Provisions of Insurance Coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees, and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or Last revised April 2015 EXHIBIT E Page 3 of 6 any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to City. 9. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 10. Consultant agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self - insured retention, substitution of other coverage, or other solutions. 11. The City reserves the right at any time during the term of this Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 13. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. Last revised April 2015 EXHIBIT E Page 4 of 6 14. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 15. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the some coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents. 17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Exhibit supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 20. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 21. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City Last revised April 2015 EXHIBIT E Page 5 of 6 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 6 of 6 Exhibit F Indemnification F.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officials, employees, and agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature, and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or of any subcontractor), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Consultant. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend (with counsel selected by City), and hold harmless the Indemnified Parties from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees, or subcontractors of Consultant. F.2 Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the terms of this Exhibit. Failure Last revised April 2015 EXHIBIT F Page 1 of 2 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 Consultant and shall survive the termination of this agreement or this section. a. Indemnity Provisions for Contracts Related to Construction. Without affecting the rights of City under any provision of this agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City. Last revised April 2015 EXHIBIT F Page 2 of 2 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/05/2015 I 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 Aon Risk Insurance Services West, Inc. Angeles CA Office CONTACT NE: AM PHONE, (A/C. No Ext): C866) 283-7122 ((A No ): (800) 363-0105 E-MAIL ADDRESS: 707 Wilshire Boulevard Suite 2600 INSURER(S) AFFORDING COVERAGE NAIC # LOS Angeles CA 90017-0460 USA INSURED INSURER A: National Fire Ins. Co. of Hartford 20478 Willdan Financial services INSURER B: The Continental Insurance Company 35289 27368 via Industria Suite 200 INSURER C: Lexington Insurance Company 19437 INSURER D: Temecula, CA 92590 USA INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570060054546 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADD INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/ POLICY EXP MM/DD/ LIMITS B X COMMERCIAL GENERAL LIABILITY 5 10 1 11 09 O15 11 09 Ol EACH OCCURRENCE $1,000,000 CLAIMS -MADE X❑ OCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence MED EXP (Any one person) $15 , 000 PERSONAL& ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2 , 000 , 000 POLICY [7] PRO FX_1 LOG JECT PRODUCTS - COMP/OP AGG $2 , 000 , 000 OTHER: A AUTOMOBILE LIABILITY 6020541619 11/09/2015 11/09/2016 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY ( Per person) X ANY AUTO BODILY INJURY (Per accident) ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS Per accident UMBRELLA LIAB I OCCUR EACH OCCURRENCE AGGREGATE EXCESS LIAB CLAIMS -MADE DED I RETENTION B WORKERS COMPENSATION AND 6022647422 11/09/2015 11/09/2016 X PER OTH- STATUTE ER EMPLOYERS' LIABILITY YIN Workers Compensation ADS E.L. EACH ACCIDENT $1,000,000 B ANY PROPRIETOR / PARTNER /EXECUTIVE 6020541572 11/09/2015 11/09/2016 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N/A Workers Compensation CA E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 C Contractor Prof 028174912 11/09/2015 11/09/2016 Per Claim $1,000,000 Professional Liability Aggregate $1,000,000 SIR $250,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Landscaping District Administration and Assessment District Administration. General Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respects to General Liability. City, its officials, employees & agents are included as additional insured as respects to General and Auto Liability; waiver of Subrogation applies to GL; and waiver of Subrogation or Rights applies to workers' Compensation policy only as required by a written signed contract prior to any loss occurring in accordance with GL, AL and WC policy provisions. (TEMECULA). CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Of La Qui nta AUTHORIZED REPRESENTATIVE Public works Department Attn7849 Maria Tampico 78495 Call e Tampico La Quinta CA 92253 USA ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Policy Number: 5088210281 CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Prod ucts-Com pleted Operations Coverage Endorsement [WORTil"T 14 1040] 11 -4 Lei 14 ilk 111420TS 111111111111WIM P1111 Ila may. MOOTM 1 W I I N91 1112 12 103 111 VAIN ME= 1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named Insured's ongoing operations as specified in such written contract; or 2. bodily injury or property damage caused in whole or in part by your work and included in the products - completed operations hazard, and only if 1;. bodily injury, property damage, or personal and advertising injury arising out of your work described in such written contract, but only 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires th(n1amed Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG201 0 or the 10-01 edition of CG2037. t =Ii illl!ll!lill IF RISE ISI 1111VIS1 !!III! 1 11 11 1 1 such additional insured with: O A. coverage broader than required by the written contract; or higher limit of insurance than required by the written contract. III. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part, IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITION the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additio insured whether on a primary, excess, contingent or any other basis, However, if this insurance is required by writtl Policy Number: 5088210281 CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Prod ucts-Com pleted Operations Coverage Endorsement • to •' primary and non-contributory, this insurance will •a primary and non-contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. • if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured '•' this •o until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: or organization an additional insured on this coverage part, provided the contract or agreement: 7-- N K", 1010 M-71,71117 031 lowly R# KzTlrtr'Tj��_ �Vmr ,To ml'�:11 This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effe on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, an expires concurrently with said Policy. Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following: Solely with respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work done under a contract with that person or organization and included in the products -completed operations hazard, This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS - I 10 1 11111-T-4 14 fif &I I!I_ The following is added to Section 11, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an "insured" under any other liability "policy" providing "auto" coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) "Bodily injury" or "property damage" caused by an "accident" that occurred before you acquired or formed the organization; or (2) Any such organization that is an 101011 L4 &IFM 01 LOITI LO I I A[,* E r� ti, I #___ 3. Any person or organization that you are required by a written contract to name as an additional insured is an "insured" but only with respect to their legal liability for acts or omissions of a person, who qualifies as an "insured" under Section 11 — Who Is An Insured and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. 4. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing 11011011IN111011 W-6, we WIF44lill • Section 11, Paragraphs A.2. (2) and A.2. (4) are revise,#.', as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. LgIIIInimmmi, = A. Glass Breakage — Hitting A Bird Or Animal — Failing Objects Or Missiles The following is added to Section III, Paragraph A.3.: ORION* I -mg.r.mmmimu. ".Ea= Section III, Paragraph AA.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. [oil W_r$TZ_= lebAULA LU U1 lz>t� UA es IfIC411[ef to provide: IT I M11 5=1 CNA63359XX Copyright, CNA Corporation, 2000. Page 1 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. The following is added to Section 111111. Paragraph Hired Autos, then Physical Damage coverage is extended to: 2. Any covered "auto" you lease, hire, rent or borrow without a driver; and b. Any covered "auto" hired or rented by your "employee" without a driver, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one "accident" or "loss" is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to "loss" caused by fire or lightning. 1. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned "autos." Such physical damage coverage for hired (1) Include loss of use, provided it is the consequence of an "accident" for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per "accident." The following is added to Section 111111, Paragraph The following is added to Section 111111, Paragraph Subject to the following, the "diminution in value" exclusion does not apply to: a. Any covered "auto" of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered "auto" of the private passenger type hired or rented by your "employee" without a driver for a period of 30 days or less, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a "diminution in value" |oma arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation ofsubstandard parts. d. The most we will pay for "loss" to a covered "auto" inany one accident isthe lesser of: (1) $5.008; or 01 20Y6ofthe "autob"actual cash value M. Drive Other Car Coverage — Executive Officers The following is added to Sections 11 and M: 1 . Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your ,.executive officers," except: a. An "auto" owned by that "executive officer' or a member of that person's household; or b. An "auto" used by that "executive officer' while working in a business of selling, servicing, repairing or parking "autos." Such Liability and/or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered "auto"; and CNA63359XX ounyrinm owACorporation, uuuo Page 2 of (Ed.(4/12) Includes copyrighted material ofthe Insurance Services Office used with its permission. (2) Excess over any other collectible insurance. 2. For purposes of this provision, "executive officer' means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are "insureds" while using a covered "auto" described in this provision. A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: (4) Your "employees" may know of an "accident" or "loss." This will not mean that you have such knowledge, unless such "accident" or "loss" is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. MA f*11*11/411w, is 244P,i t* sactioT IV.. F "T aLJL7.:#aJ (6) Your "employees" may know of documents received concerning a claim or "suit." This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. Tou must agree to that requirement prior to an "accident" or "loss." T-TITMOTMOMEAMIk The following is added to Section IV, Paragraph B.2.: of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. 11�4 �_M 1�1_ The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to "Accident" or "Loss." No= Section IV, Paragraph B. 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. Ems-ligm� M41M Section V. Paragraph C. is deleted and replaced by the following: Mire H a K 0 , ror, NO WIN, .00, 1041110101919 1 •MINNOW 1 11 - IMM111 CNA63359XX Copyright, CNA Corporation, 2000. (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. G-1Q16U-B This endorsement changes the policy to which it is attached. It is agreed that Part One Workers' Compensation Insurance G. Recovery From Others and Part Two Employers' Liability Insurance H. Recovery From Others are amended by adding the following: PREMIUM CHARGE - The charge will beanamount tnwhich you and we agree that isapercentage ofthe total standard premium for California exposure. The amount ia 'am # i 2NIN! � I � � • 1101! 1111111 - HATrar-13011IT-Irem- ANY PERSON OR ORGANIZATION ON WHOSE BEHALF YOU ARE REQUIRED TO OBTAIN THIS WAIVER OF OUR RIGHT TO RECOVER FROM UNDER A WRITTEN CONTRACT OR AGREEMENT. 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.) Endorsement Effective 11/09/2015 Policy No. 6020541572 Endorsement No. N/A Insured Willdan Group, Inc. Premium $ N/A I ,nsurance Company The Continental Insurance Company Countersigned WC 00 0313 (Ed. 4-84) Copyright 1983 National Council on Compensation Insurance. CNA(Ed. 02/13) It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. CC68021A (Ed. 02/13) Policy No: 5088210281 Page 1 of 1 Endorsement No: N/A Effective Date: 11 /09/2015 Insured Name: Copyright CNA All Rights Reserved. CNA(Ed. 02/13) It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. CC68021A (Ed. 02/13) Policy No: 6020541586 Page 1 of 1 Endorsement No: N/A Effective Date: 11 /09/2015 Insured Name: Copyright CNA All Rights Reserved. CNA(Ed. 02/13) It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. CC68021A (Ed. 02/13) Policy No: 6020541572 Page 1 of 1 Endorsement No: N/A Effective Date: 11 /09/2015 Insured Name: Copyright CNA All Rights Reserved. CNA(Ed. 02/13) It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. CC68021A (Ed. 02/13) Policy No: 6022647422 Page 1 of 1 Endorsement No: N/A Effective Date: 11 /09/2015 Insured Name: Copyright CNA All Rights Reserved. CNA(Ed. 02/13) It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. CC68021A (Ed. 02/13) Policy No: 6020541619 Page 1 of 1 Endorsement No: N/A Effective Date: 11 /09/2015 Insured Name: Copyright CNA All Rights Reserved. MEMORANDUM TO: . Frank I Spevocek, City Manager FROM: (A�imothy Jonasson, Design and Development Director DATE: February 25, 2016 RE: Professional Services Agreement with Willclan Financial Services for Street Lighting and Landscape District 89-1 Administration Services Attached for your signature is the agreement (in electronic form) between Willdan Financial Services and the City of La Quinta for the services referenced above. Please sign the attached agreement(s) and return it to the City Clerk for processing and distribution. t(V M E M 0 R A N D U M TO: Frank J. Spevacek, City Manager FROM: Steve Howlett, Facilities Director DATE: IFebruary 23, 2017 RE: Professional Services Agreement with Willdan Financial Services for Street Lighting and Landscape District 89-1 Administration Services, AGR 2016-0013 Attached for your signature is the agreement with Willdan Financial Services for Street Lighting and Landscape District 89-1 Administrative Services. Please sign the attached agreement(s) and return to the City Clerk for processing and distribution. Reauestina department shall check and attach the items below as aunrouriate: Contract payments will be charged to account number. 215-7004-60102 Amount of Agreement, Amendment, Change Order, etc.: $16,335 (as per original agreement) A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with no reportable interests in LQ or reportable interests NA 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: NA Approved by the City Council on (date) City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $50,000 or less. NA 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 02/22/17: Approved by Pam Nieto NA Performance bonds as required by the agreement (originals) City of La Quinta Business License number: 0105431; Expiration Date: 12/31/17 Purchase Order number AMENDMENT NO.1 TO PROFESSIONAL SERVICES AGREEMENT WITH WILLDAN FINANCIAL SERVICES This Amendment No. 1 to Professional Services Agreement with Willdan Financial Services for Street Lighting and Landscape District 89-1 Administration Services ("Amendment No. 1") is made and entered into as of the 15t day of March, 2017 ("Effective Date") by and between the CITY OF LA QUINTA ("City"), a California municipal corporation and Willdan Financial Services a ("Consultant"). RECITALS WHEREAS, on or about March 1, 2016, the City and Consultant entered into a Professional Services Agreement to provide administration services for Street Lighting and Landscape District 89-1 for the City. The term of the original Agreement expires on March 1, 2017: and WHEREAS, the City is utilizing Consultant for Street Lighting and Landscape District 89-1 Administration Services: WHEREAS, in the term of the original Agreement, the City and the Consultant may extend the term of the agreement for two (2) additional one-year terms upon mutual agreement by both parties.; and WHEREAS, additional changes are indicated to the Professional Services Agreement as listed below; and NOW THEREFORE, in consideration of the mutual covenant herein contained, the parties agree as follows: AMENDMENT In consideration of the foregoing Recitals and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: Section 3.4; Term, the City and the Consultant wish to amend the original Agreement for the first one-year term from March 1, 2017 to June 30, 2018. 2. Section 4.2; Contract Officer, is amended as follows, The "Contract Officer" shall be Steve Howlett, Facilities Director. 3. Section 10.1; Notice, communications addressed in writing shall be directed to: To City: CITY OF LA QUINTA Attention: Steve Howlett Facilities Director 78-495 Calle Tampico La Quinta, California 92253 Rev.2-5-14 In all other respects, the Original Agreement shall remain in effect. IN WITNESS WHEREOF, the City and Consultant have executed this Amendment No. 1 to the Professional Services Agreement on the respective dates set forth below. CITY OF LA QUINTA a California municipal corporation Digitally signed by Frank J. Spevacek /// DN: seria l Number=g8z17znOv5Ow4d3x, c=US, st=California, I=La Quinta, o=Frank J. Spevacek, cn=Frank J. Spevacek Date: 2017.03.01 10:30:18-08'00' Frank J. Spevacek, City Manager ATTEST: Dated: Digitally signed by Susan Maysels DN: cn=Susan Maysels, o=City of La Quinta, ou=Clerk's Office, olkjl� email=smaysels@la-quinta.org, c=US Date: 2017.03.01 10:50:52-08'00' Susan Maysels, City Clerk APPROVED AS TO FORM:. William H. Ihrke, City Attorney CONSULTANT: Willdan Financial Services [type of entity] ition 7 By: F Name: Gladys Medina - . _ .-� Rem", in Rev.2-5-14 STATEMENT OF ECONOMIC INTERESTS Date Initial Filing Received Official Use Only COVER PAGE Please type or print in ink. NAME OF FILER (LAST) (FIRST) (MIDDLE) Louie Daniel 1. Office, Agency, or Court Agency Name (Do not use acronyms) Willdan Financial Services Division, Board, Department, District, if applicable Your Position P. If filing for multiple positions, list below or on an attachment. (Do not use acronyms) Agency: 2. Jurisdiction of Office (Check at least one box) ❑ State ❑ Multi -County ❑x City of . La Quinta 3. Type of Statement (Check at least one box) ❑ Annual: The period covered is January 1, 2016, through December 31, 2016. .or - The period covered is ___J, I through December 31, 2016. ❑ Assuming Office: Date assumed) ❑ Candidate: Election year Position: ❑ Judge or Court Commissioner (Statewide Jurisdiction) ❑ County of . — ❑ Other ❑ Leaving Office: Date Left I I (Check one) O The period covered is January 1, 2016, through the date of leaving office. .or- 0 The period covered is I I through the date of leaving office. and office sought, if different than Part 1: 4. Schedule Summary (must complete) ► Total number of pages including this cover page: Schedules attached ❑ Schedule A-1 - Investments — schedule attached ❑ Schedule A-2 - Investments — schedule attached ❑ Schedule B - Real Property — schedule attached .or- X None - No reportable interests on any schedule 5. Verification ❑ Schedule C - Income, Loans, & Business Positions — schedule attached ❑ Schedule D - Income — Gifts — schedule attached ❑ Schedule E - Income — Gifts — Travel Payments — schedule attached MAILING ADDRESS STREET CITY STATE ZIP CODE (Business or Agency Address Recommended - Public Document) 27368 Via Industria, Suite 200 Temecula CA 92590 DAYTIME TELEPHONE NUMBER I E-MAIL ADDRESS ( 951 ) 587-3500 I have used all reasonable diligence in preparing this statement. I have reviewed this statement and to the best of my knowledge the information contained herein and in any attached schedules is true and complete. I acknowledge this is a public document. I certify under penalty of perjury under the laws of the State of California that the foregoing is true %and correct. Date Signed 00117 Signature (month, day, year) (File the originally signed statement with your filing official.) FPPC Form 700(2016/2017) FPPC Advice Email: advice@fppc.ca.gov FPPC Toll -Free Helpline: 866/275-3772 www.fppc.ca.gov CERTIFICATE OF LIABILITY INSURANCE DAT 02/17 2017 Y) 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 have ADDITIONAL INSURED provisions or 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 Aon Risk insurance Services west, Inc. Los Angeles CA Office 707 wilshire Boulevard Suite 2600 CONTACT NAME: (A/C..NNo. Ext): (866) 283-7122 (A//C. No.): (800) 363-0105 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # Los Angeles CA 90017-0460 USA INSURED INSURER A: National Fire Ins. Co. Of Hartford 20478 willdan Financial Services 27368 via Industria Suite 200 INSURER B: The Continental Insurance Company 35289 INSURER C: Lexington insurance Company 19437 Temecula, CA 92590 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570065533282 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADD INSD SUBR WVD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDD/ LIMITS B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS -MADE X❑ OCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence MED EXP (Any one person) $15 , 000 PERSONAL &ADV INJURY $1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2 , 000, 000 POLICY IEPRO JECT x1 LOC PRODUCTS - COMP/OPAGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY 6020541619 11/09/2016 11/09/2017 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY ( Per person) X ANYAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED PROPERTY DAMAGE ONLY AUTOS ONLY (Per accident UMBRELLA LIAR EACH OCCURRENCE AGGREGATE EXCESS LAB HOCCUR CLAIMS -MADE DED RETENTION B WORKERS COMPENSATION AND wc622647422 11/09/2016 11/09/2617 X I PER STATUTE I OTH- ER EMPLOYERS' LIABILITY Y / N AOS E.L. EACH ACCIDENT $1,000,000 B ANY PROPRIETOR / PARTNER I EXECUTIVE N NIA 6020541572 11/09/2016 11/09/2017 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) CA E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below I E.L. DISEASE -POLICY LIMIT $1,000,000 C Archit&Enq Prof 028174912 11/09/2016 11/09/2017 Per Claim $1,000,000 SIR applies per policy terins & conditions Aggregate $1,000,000 SIR $250,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) RE: Landscaping District Administration and Assessment District Administration. City, its officials, employees and agents is included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. A waiver of subrogation is granted in favor of the Additional insureds in accordance with the policy provisions of the General Liability, Automobile Liability and workers' Compensation policies. General Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respects to General Liability. should any of the above described policies be cancelled before the expiration date thereof, the policy provisions will govern how notice of cancellation may be delivered to certificate holders in accordance CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of La Quinta AUTHORIZED REPRESENTATIVE Public works Department Attn: Maria C92 78495 Cal 1 e Tampico (yP/ sa ylw� ry La Quinta CA 92253 USA 53 U a �w� �6�J/ 'Axxl LL LL 0 0 a m m N O J ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000066770 LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk insurance Services West, inc. Willdan Financial Services POLICY NUMBER see certificate Number: 570065533282 CARRIER NAIC CODE see certificate Number: 570065533282 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations / Locations / Vehicles: with the policy provisions of each policy. ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: 5088210281 CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. unless paragraph B. below applies, 1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named Insured's ongoing operations as specified in such written contract; or 2. bodily injury or property damage caused in whole or in part by your work and included in the products - completed operations hazard, and only if a. the written contract requires the Named Insured to provide the additional insured such coverage; and b. this coverage part provides such coverage. B. bodily injury, property damage, or personal and advertising injury arising out of your work described in such written contract, but only if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037. II. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: N O A. coverage broader than required by the written contract; or r m 0 B. a higher limit of insurance than required by the written contract. III. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: N A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, if this insurance is required by written Policy Number: 5088210281 CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement contract to be primary and non-contributory, this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. Policy Number: 5088210281 CNA CNA PARAMOUNT Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following: Solely with respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work done under a contract with that person or organization and included in the products -completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. G-19160-B CNA (Ed. 11 /97) Policy No: 6022647422 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One Workers' Compensation Insurance G. Recovery From Others and Part Two Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is G-19160-B (Ed. 11 /97) Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION ON WHOSE BEHALF YOU ARE REQUIRED TO OBTAIN THIS WAIVER OF OUR RIGHT TO RECOVER FROM UNDER A WRITTEN CONTRACT OR AGREEMENT. THIS ENDORSEMENT DOES NOT APPLY IN NEW HAMPSHIRE OR NEW JERSEY. 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.) Endorsement Effective 11/09/2016 Policy No. 6020541572 Endorsement No. Insured Premium $ Insurance Company WC 00 03 13 (Ed. 4-84) Countersigned by Copyright 1983 National Council on Compensation Insurance. CNA CNA63359XX (Ed. 04/12) Policy Number: 6020541619 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS - This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM 1. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an "insured" under any other liability "policy" providing "auto" coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) "Bodily injury" or "property damage" caused by an "accident" that occurred before you acquired or formed the organization; or 0 (2) Any such organization that is an "insured" under any other liability "policy" providing "auto" coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an "insured" but only with respect to their legal liability for acts or omissions of a person, who qualifies as an "insured" under Section II — Who Is An Insured and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. 4. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. "Policy," as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings Section 11, Paragraphs A.2. (2) and A.2. (4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. C. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. II. PHYSICAL DAMAGE COVERAGE A. Glass Breakage — Hitting A Bird Or Animal — Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered "auto," any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. B. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. C. Loss of Use Expenses Section III, Paragraph AA.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. CNA63359XX copyright, cNA corporation, 2000. Page 1 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. Policy Number: 6020541619 CNA63359XX (Ed. 04/12) D. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered "auto" you lease, hire, rent or borrow without a driver; and b. Any covered "auto" hired or rented by your "employee" without a driver, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one "accident" or "loss" is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to "loss" caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned "autos." e. Such physical damage coverage for hired "autos" will: (1) Include loss of use, provided it is the consequence of an "accident" for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per "accident." E. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. F. Electronic Equipment Section III, Paragraphs B.4.c and BA.d. are deleted and replaced by the following: c. Physical Damage Coverage on a covered "auto" also applies to "loss" to any permanently installed electronic equipment including its antennas and other accessories. d. A $100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the "diminution in value" exclusion does not apply to: a. Any covered "auto" of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered "auto" of the private passenger type hired or rented by your "employee" without a driver for a period of 30 days or less, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a "diminution in value" loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for "loss" to a covered "auto" in any one accident is the lesser of: (1) $5,000; or (2) 20% of the "auto's" actual cash value (ACV). III. Drive Other Car Coverage — Executive Officers The following is added to Sections II and III: 1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers," except: a. An "auto" owned by that "executive officer" or a member of that person's household; or b. An "auto" used by that "executive officer" while working in a business of selling, servicing, repairing or parking "autos." Such Liability and/or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered "auto"; and CNA63359XX Copyright, CNA Corporation, 2000. Page 2 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. Policy Number: 6020541619 CNA63359XX (Ed. 04/12) (2) Excess over any other collectible insurance. 2. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are "insureds" while using a covered "auto" described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.. (4) Your "employees" may know of an "accident" or "loss." This will not mean that you have such knowledge, unless such "accident" or "loss" is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: (6) Your "employees" may know of documents received concerning a claim or "suit." This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an "accident" or "loss." C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to "Accident" or "Loss." E. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. V. DEFINITIONS Section V. Paragraph C. is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. CNA63359XX copyright, cNA corporation, 2000. Page 3 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. CNA(Ed. 02/13) NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. CC68021A (Ed. 02/13) Policy No: 5088210281 Page 1 of 1 Endorsement No: N/A Effective Date: 11 /09/2016 Insured Name: Copyright CNA All Rights Reserved. CERTIFICATE OF LIABILITY INSURANCE DATE'MM/DUD' YYY) 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 have ADDITIONAL INSURED provisions or 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 -... _. _. AOn Risk Insurance services West, Inc. Los An el es CA Office 707 wi 1 shire Boulevard suite 2600 CONTACT PHONE (A .. E,t)1 (116) 283-7122 No (800) 363-0105 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # LOS Angeles CA 90017-0460 USA INSURED INSURER A: National Fire Ins. Co. Of Hartford 20478 willdan Financial services INSURER B: The Continental Insurance Company 35289 27368 Via Industria suite 200 INSURERC: Lexington Insurance Company 19437 INSURER D: Temecula, CA 92590 USA INSURER E: INSURER F: CnVFRAr;FS CERTIFICATE NUMBER: 570064388246 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE Also WV o POLICY NUMBER POLICY EFF MINDDffYYYJ POLICY EAP (MWDDNYYYI LIMITS n X COMMERCIAL GENERAL 088210281 11/09/ Ulb 11/UWZU1( EACH OCCURRENCE $1,000,000 ryLIABILITY CLAIMS -MADE X 1OCCUR L� PREMISES Ea occurrence $1,000,000 MED EXP (Any one person) $15 , 000 PERSONAL &ADV INJURY $1,000,000 GERL AGGREGATE LIMIT APP�-LIIE�IS PER: GENERAL AGGREGATE $2 , 000, 000 POLICY E] PRO x I LOC JECT L-J PRODUCTS - COMP/OP AGG $2 , 000 , 000 OTHER: A AUTOMOBILE LIABILITY 6020541619 11/09/2016 11/09/2017 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY ( Per person) X ANY AUTO BODILY INJURY (Per accident) OWNED --SCHEDULED AUTOS ONLY AUTOS HIRED AUTOS - NON -OWNED ONLY AUTOS ONLY PRO PERTYDAMAGE (Per accident) UMBRELLA LIAR EACH OCCURRENCE AGGREGATE HOCCUR EXCESS LIAB CLAIMS -MADE DED RETENTION B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBEREXCLUDED? N (Mandatory in NH) NIA 6022647422 A05 6020541572 CA 11 09 11/09/2016 1 Z 17,. 11/09/2017 X PER °RH EL EACH ACCIDENT $1,000,000 E.L DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIMIT $1,000,000 C Archit&Eng Prof 028174912 11/09/2016 11/09/2017 Per Claim $1,000,000 SIR applies per policy terns & conditions Aggregate $1,000,000 SIR $250,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Landscaping District Administration and Assessment District Administration. General Liability policy excludes claims arising out of the performance of professional services. independent Contractors are included as respects to General Liability. City, its officials, employees & agents are included as additional insured as respects to General and Auto Liability; waiver of Subrogation applies to GL; and waiver of subrogation or Rights applies to Workers' compensation policy only as required by a written signed contract prior to any loss occurring in accordance with GL, AL and wC policy provisions. (TEMECULA). CERTIFICATE HOLDER CANCELLATION 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of La Qui nta AUTHORIZED REPRESENTATIVE Public works Department Attn78495 Maria Tampico 78495 Tampico (�/ � � ntaCalleC La Quinta CA 92253 USA e.: �fO�t � ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: 5088210281 CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors -with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. unless paragraph B. below applies, 1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named Insured's ongoing operations as specified in such written contract; or 2. bodily injury or property damage caused in whole or in part by your work and included in the products - completed operations hazard, and only if a. the written contract requires the Named Insured to provide the additional insured such coverage; and b. this coverage part provides such coverage. B. bodily injury, property damage, or personal and advertising injury arising out of your work described in such written contract, but only if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037. II. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. III. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, if this insurance is required by written Policy Number: 5088210281 CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors -with Products -Completed Operations Coverage Endorsement contract to be primary and non-contributory, this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. Policy Number: 5088210281 CNA CNA PARAMOUNT Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization. ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following: Solely with respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work done under a contract with that person or organization and included in the products -completed operations hazard. All other terms and conditions of the Policy remain unchanged. a This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. N O CC68021A Ll (Ed. 02/13) NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. CC68021A (Ed. 02/13) Policy No: 5088210281 Page 1 of 1 Endorsement No: N/A Effective Date: 11/09/2016 Insured Name: Copyright CNA All Rights Reserved.