HomeMy WebLinkAboutContract 1682 ARV
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(04(\ AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
ESTOLANO LESAR PEREZ ADVISORS
This Agreement for Services ("Agreement") is entered into as of January 25,
2017 ("Effective Date") by and between the City of Cathedral City, a municipal
corporation ("City") and Estolano LeSar Perez Advisors, ("Service Provider"). City and
Service Provider are sometimes hereinafter individually referred to as "Party" and
hereinafter collectively referred to as the "Parties."
RECITALS
A. City has sought, by direct negotiation, the performance of the services
defined and described particularly in Section 2 of this Agreement.
B. Service Provider, following submission of a proposal for the performance
of the services defined and described particularly in Section 2 of this Agreement, was
selected by the City to perform those services.
C. Pursuant to the City of Cathedral City's Municipal Code, City has authority
to enter into this Services Agreement and the City Manager has authority to execute
this Agreement.
D. The Parties desire to formalize the selection of Service Provider for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire that the terms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants
made by the Parties and contained here and other consideration, the value and
adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 19 "Termination of Agreement" of this
Agreement, the Term of this Agreement is for one (1) year commencing on the Effective
Date.
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SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of
this Agreement by this reference.
(b) Schedule of Performance. The Services shall be completed pursuant to
the schedule specified in Exhibit "A." Should the Services not be completed pursuant to
that schedule, the Service Provider shall be deemed to be in Default of this Agreement.
The City, in its sole discretion, may choose not to enforce the Default provisions of this
Agreement and may instead allow Service Provider to continue performing the
Services.
SECTION 3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection
with its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized in advance and in writing in accordance
with Section 25 "Administration and Implementation" or Section 27 "Amendment" of this
Agreement. If and when such additional work is authorized, such additional work shall
be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part
of this Agreement by this reference. The total compensation, including reimbursement
for actual expenses, shall not exceed forty thousand dollars ($40,000.00), unless
additional compensation is approved in writing in accordance with Section 25
"Administration and Implementation" or Section 27 "Amendment" of this Agreement.
(b) Each month Service Provider shall furnish to City an original invoice for all
work performed and expenses incurred during the preceding month. The invoice shall
detail charges by the following categories: labor (by sub-category), travel, materials,
equipment, supplies, and sub-Service Provider contracts. Sub-Service Provider
charges shall be detailed by the following categories: labor, travel, materials, equipment
and supplies. If the compensation set forth in subsection (a) and Exhibit "B" include
payment of labor on an hourly basis (as opposed to labor and materials being paid as a
lump sum), the labor category in each invoice shall include detailed descriptions of task
performed and the amount of time incurred for or allocated to that task. City shall
independently review each invoice submitted by the Service Provider to determine
whether the work performed and expenses incurred are in compliance with the
provisions of this Agreement. In the event that no charges or expenses are disputed,
the invoice shall be approved and paid according to the terms set forth in subsection
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(c). In the event any charges or expenses are disputed by City, the original invoice
shall be returned by City to Service Provider for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are disputed by City, City will use its best efforts to cause
Service Provider to be paid within forty-five (45) days of receipt of Service Provider's
correct and undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this
Agreement shall not be deemed to waive any defects in work performed by Service
Provider.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed. City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City. City shall
reject work by a timely written explanation, otherwise Service Provider's work shall be
deemed to have been accepted. City's acceptance shall be conclusive as to such work
except with respect to latent defects, fraud and such gross mistakes as amount to
fraud. Acceptance of any of Service Provider's work by City shall not constitute a
waiver of any of the provisions of this Agreement including, but not limited to, Section
15 "Indemnification" and Section 16 "Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents prepared, developed or
discovered by Service Provider in the course of providing the Services pursuant to this
Agreement shall become the sole property of City and may be used, reused or
otherwise disposed of by City without the permission of the Service Provider. Upon
completion, expiration or termination of this Agreement, Service Provider shall turn over
to City all such original maps, models, designs, drawings, photographs, studies,
surveys, reports, data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this
Agreement any maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files or other documents prepared, developed or
discovered by Service Provider in the course of providing the Services pursuant to this
Agreement, Service Provider's guarantees and warranties in Section 9 "Standard of
Performance; Familiarity With Work" of this Agreement shall not extend to such use of
the maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files or other documents.
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SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records
demonstrating or relating to Service Provider's performance of the Services. Service
Provider shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, or other documents or records evidencing or relating to work,
services, expenditures and disbursements charged to City pursuant to this Agreement.
Any and all such documents or records shall be maintained in accordance with
generally accepted accounting principles and shall be sufficiently complete and detailed
so as to permit an accurate evaluation of the services provided by Service Provider
pursuant to this Agreement. Any and all such documents or records shall be
maintained for three (3) years from the date of execution of this Agreement and to the
extent required by laws relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to
this section shall be made available for inspection, audit and copying, at any time during
regular business hours, upon request by City or its designated representative. Copies
of such documents or records shall be provided directly to the City for inspection, audit
and copying when it is practical to do so; otherwise, unless an alternative is mutually
agreed upon, such documents and records shall be made available at Service
Provider's address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded due to
dissolution or termination of Service Provider's business, City may, by written request,
require that custody of such documents or records be given to the City. Access to such
documents and records shall be granted to City, as well as to its successors-in-interest
and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Service Provider shall have no
authority to bind City in any manner, nor to incur any obligation, debt or liability of any
kind on behalf of or against City, whether by contract or otherwise, unless such
authority is expressly conferred under this Agreement or is otherwise expressly
conferred in writing by City.
(b) The personnel performing the Services under this Agreement on behalf of
Service Provider shall at all times be under Service Provider's exclusive direction and
control. Neither City, nor any elected or appointed boards, officers, officials, employees
or agents of City, shall have control over the conduct of Service Provider or any of
Service Provider's officers, employees, or agents except as set forth in this Agreement.
Service Provider shall not at any time or in any manner represent that Service Provider
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or any of Service Provider's officers, employees, or agents are in any manner officials,
officers, employees or agents of City.
(c) Neither Service Provider , nor any of Service Provider's officers,
employees or agents, shall obtain any rights to retirement, health care or any other
benefits which may otherwise accrue to City's employees. Service Provider expressly
waives any claim Service Provider may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK.
(a) Service Provider represents and warrants that it has the qualifications,
experience and facilities necessary to properly perform the Services required under this
Agreement in a thorough, competent and professional manner. Service Provider shall
at all times faithfully, competently and to the best of its ability, experience and talent,
perform all Services. In meeting its obligations under this Agreement, Service Provider
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing services similar to the Services required of Service
Provider under this Agreement. In addition to the general standards of performance set
forth this section, additional specific standards of performance and performance criteria
may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Service
Provider's work under this Agreement. Where there is a conflict between a general and
a specific standard of performance or performance criteria, the specific standard or
criteria shall prevail over the general.
(b) Service Provider warrants that (1) it has thoroughly investigated and
considered the work to be performed, (2) it has investigated the issues, regarding the
scope of services to be provided, (3) it has carefully considered how the work should be
performed, and (4) it fully understands the facilities, difficulties and restrictions attending
performance of the work under this Agreement.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Service Provider shall keep itself informed of and comply with all applicable
federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect
during the term of this Agreement. Service Provider shall obtain any and all licenses,
permits and authorizations necessary to perform the Services set forth in this
Agreement. Neither City, nor any elected or appointed boards, officers, officials,
employees or agents of City, shall be liable, at law or in equity, as a result of any failure
of Service Provider to comply with this section.
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing
wage laws do not apply to this Agreement because the Agreement does not involve any
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of the following services subject to prevailing wage rates pursuant to the California
Labor Code or regulations promulgated thereunder: Construction, alteration, demolition,
installation, or repair work performed on public buildings, facilities, streets or sewers
done under contract and paid for in whole or in part out of public funds. In this context,
"construction" includes work performed during the design and preconstruction phases
of construction including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Service Provider shall not discriminate, in any way, in the employment of persons
to perform the Services in violation of any federal or state law prohibiting discrimination
in employment, including based on the race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, genetic information,
marital status, sex, gender, gender identity, gender expression, age, sexual orientation,
of any person, except as provided under California Government Code section 12940.
SECTION 13. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it, nor any officer or principal of its
firm, 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 Service Provider's
performance of the Services. Service Provider 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 City Manager. Service Provider 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.
(b) City may determine that Service Provider must disclose its financial
interests by completing and filing a Fair Political Practices Commission Form 700,
Statement of Economic Interests. If such a determination is made, Service Provider
shall file the subject Form 700 with the City Clerk's Office pursuant to the written
instructions provided by the Office of the City Clerk within ten (10) days of the request.
(c) City understands and acknowledges that Service Provider is, as of the
date of execution of this Agreement, independently involved in the performance of non-
related services for other governmental agencies and private parties. Service Provider
is unaware of any stated position of City relative to such projects. Any future position of
City on such projects shall not be considered a conflict of interest for purposes of this
section.
(d) City understands and acknowledges that Service Provider will perform
non-related services for other governmental agencies and private Parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of interest for purposes of this section.
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SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential, unless such
information is in the public domain or already known to Service Provider. Service
Provider shall not release or disclose any such information or work product to persons
or entities other than City without prior written authorization from the City Manager,
except as may be required by law.
(b) Service Provider, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the City Manager or unless requested by the
City Attorney of City, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work
performed under this Agreement. Response to a subpoena or court order shall not be
considered "voluntary" provided Service Provider gives City notice of such court order
or subpoena.
(c) If Service Provider, or any officer, employee, agent or subcontractor of
Service Provider, provides any information or work product in violation of this
Agreement, then City shall have the right to reimbursement and indemnity from Service
Provider for any damages, costs and fees, including attorney's fees, caused by or
incurred as a result of Service Provider's conduct.
(d) Service Provider shall promptly notify City should Service Provider, its
officers, employees, agents or subcontractors, be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions or other discovery request, court order or subpoena from any party
regarding this Agreement and the work performed thereunder. City retains the right, but
has no obligation, to represent Service Provider or be present at any deposition,
hearing or similar proceeding. Service Provider agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests
provided by Service Provider. However, this right to review any such response does not
imply or mean the right by City to control, direct, or rewrite said response.
SECTION 15. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Service Provider's services, to the fullest extent
permitted by law, Service Provider shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents ("Indemnified Parties") from
and against any and all liability (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 attorney's fees and
costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, any negligent or
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wrongful act, error or omission of Service Provider, or by any individual or entity for
which Service Provider is legally liable, including but not limited to officers, agents,
employees or subcontractors of Service Provider, in the performance of professional
services under this Agreement.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Service
Provider shall indemnify, protect, defend and hold harmless City, and any and all of its
employees, officials and agents 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 attorney's fees and costs, court costs, interest, defense costs, and
expert witness fees), 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 Service
Provider, or by any individual or entity for which Service Provider is legally liable,
including but not limited to officers, agents, employees or subcontractors of Service
Provider.
(c) Indemnification from Sub-Service Providers. Service Provider agrees to
obtain executed indemnity agreements with provisions identical to those set forth in this
section from each and every sub-Service Provider or any other person or entity involved
by, for, with or on behalf of Service Provider in the performance of this Agreement
naming the Indemnified Parties as additional indemnitees. In the event Service
Provider fails to obtain such indemnity obligations from others as required herein,
Service Provider agrees to be fully responsible according to the terms of this section.
Failure of City to monitor compliance with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunder. This
obligation to indemnify and defend City as set forth herein is binding on the successors,
assigns or heirs of Service Provider and shall survive the termination of this Agreement
or this section.
(d) Limitation of Indemnification. Notwithstanding any provision of this
section to the contrary, design professionals are required to defend and indemnify the
City only to the extent permitted by Civil Code Section 2782.8, which limits the liability of
a design professional to claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the design
professional. The term "design professional," as defined in Section 2782.8, is limited to
licensed architects, licensed landscape architects, registered professional engineers,
professional land surveyors, and the business entities that offer such services in
accordance with the applicable provisions of the California Business and Professions
Code.
(e) City's Negligence. The provisions of this section do not apply to claims
occurring as a result of City's sole negligence. The provisions of this section shall not
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release City from liability arising from gross negligence or willful acts or omissions of
City or any and all of its officials, employees and agents.
SECTION 16. INSURANCE.
Service Provider agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and
made a part of this Agreement. All insurance policies shall be subject to approval by
City as to form and content. These requirements are subject to amendment or waiver if
so approved in writing by the City Manager. Service Provider agrees to provide City
with copies of required policies upon request.
SECTION 17. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for
this Agreement. City has an interest in the qualifications and capability of the persons
and entities who will fulfill the duties and obligations imposed upon Service Provider
under this Agreement. In recognition of that interest, Service Provider shall not assign
or transfer this Agreement or any portion of this Agreement or the performance of any
of Service Provider's duties or obligations under this Agreement without the prior written
consent of the City. Any attempted assignment shall be ineffective, null and void, and
shall constitute a material breach of this Agreement entitling City to any and all
remedies at law or in equity, including termination of this Agreement pursuant to
Section 19 "Termination of Agreement." City acknowledges, however, that Service
Provider, in the performance of its duties pursuant to this Agreement, may utilize
subcontractors.
SECTION 18. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors, if any, assigned to perform the
Services. Service Provider shall notify City of any changes in Service Provider's staff
and subcontractors, if any, assigned to perform the Services prior to and during any
such performance.
SECTION 19. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by
giving thirty (30) days written notice of termination to Service Provider. In the event
such notice is given, Service Provider shall cease immediately all work in progress.
(b) Service Provider may terminate this Agreement for cause at any time
upon thirty (30) days written notice of termination to City.
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(c) If either Service Provider or City fail to perform any material obligation
under this Agreement, then, in addition to any other remedies, either Service Provider,
or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City. Service Provider shall furnish to City a final invoice for work performed
and expenses incurred by Service Provider, prepared as set forth in Section 4
"Compensation and Method of Payment" of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
SECTION 20. DEFAULT.
In the event that Service Provider is in default under the terms of this Agreement,
the City shall not have any obligation or duty to continue compensating Service Provider
for any work performed after the date of default. Instead, the City may give notice to
Service Provider of the default and the reasons for the default. The notice shall include
the timeframe in which Service Provider may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Service Provider is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment
on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some
or all of the outstanding invoices during the period of default. If Service Provider does
not cure the default, the City may take necessary steps to terminate this Agreement
under Section 19 "Termination of Agreement." Any failure on the part of the City to give
notice of the Service Provider's default shall not be deemed to result in a waiver of the
City's legal rights or any rights arising out of any provision of this Agreement.
SECTION 21. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes include, but are not limited to, acts of God,
acts of the public enemy, acts of federal, state or local governments, acts of City, court
orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather.
The term and price of this Agreement shall be equitably adjusted for any delays due to
such causes.
SECTION 22. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and
available to City as public records, and which are necessary for carrying out the
Services shall be furnished to Service Provider in every reasonable way to facilitate,
without undue delay, the Services to be performed under this Agreement.
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SECTION 23. NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered, or sent by telecopier or certified mail, postage
prepaid and return receipt requested, addressed as follows:
To City: City of Cathedral City
Attn: City Manager
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
To Service Provider: Estolano LeSar Perez
Ho11 Euc,1icl J\ve-
5uikt_ 212
San OiccF CA a1211'-I
Notice shall be deemed effective on the date personally delivered or transmitted
by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the
United States Postal Service.
SECTION 24. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider
represents and warrants that he/she/they has/have the authority to so execute this
Agreement and to bind Service Provider to the performance of its obligations
hereunder.
SECTION 25. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his
or her designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement, including amendments that
commit additional funds, consistent with Section 27 "Amendment" and the City
Manager's contracting authority under the Cathedral City Municipal Code.
SECTION 26. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 27. AMENDMENT.
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No amendment to or modification of this Agreement shall be valid unless made
in writing and approved by the Service Provider and by the City. The City Manager
shall have the authority to approve any amendment to this Agreement if the total
compensation under this Agreement, as amended, would not exceed the City
Manager's contracting authority under the Cathedral City Municipal Code. All other
amendments shall be approved by the City Council. The Parties agree that the
requirement for written modifications cannot be waived and that any attempted waiver
shall be void.
SECTION 28. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant.
Waiver by any Party of any breach of the provisions of this Agreement shall not
constitute a waiver of any other provision nor a waiver of any subsequent breach or
violation of any provision of this Agreement. Acceptance by City of any work or
services by Service Provider shall not constitute a waiver of any of the provisions of this
Agreement.
SECTION 29. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the
laws of the State of California. In the event of litigation between the Parties, venue in
state trial courts shall lie exclusively in the County of Riverside, California. In the event
of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of
California, in Riverside.
SECTION 30. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing Party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses, in
addition to any other relief to which it may be entitled.
SECTION 31. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire,
complete, final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings, whether
oral or written, or entered into between Service Provider and City prior to the execution
of this Agreement. No statements, representations or other agreements, whether oral
or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 32. SEVERABILITY.
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If any term, condition or covenant of this Agreement is declared or determined by
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
SECTION 33. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by
reference into this Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date and year first-above written.
CITY OF CATHEDRAL CITY ESTOLANO LESAR PEREZ ADVISORS
, ■
iii
Charles P. McClendon By: Cez i (a v e cSZ9 c...^%
City Manager Its: Ca - c)
ATTEST:
By:
Its:
4L_ II i■
Ga F. Howell
City Clerk
APPROVED AS TO FORM
Eric S. Vail
City Attorney
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
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A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )
COUNTY OF RIVERSIDE )
On -3 13 --, 2016, before me, YMuthlavh Nachiappan
Date Name And Title t3Y!U L�f .Jane Doe,Notary Public")
personally appeared c-I L1 A \I • ( TOLA-6 Q ,
Name of Signer((s))
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the
.- 144 MUTHIAH NACHIAPPAN State of California that the foregoing paragraph is true and
CoMM.#2175823 correct.
9 NOTARY PUBLIC-CALIFORNIA N
' COUNTY OF Los ANGELES -
`' MY CoYU.exP.JAN.13,zoit WITNESS my hand and •• I seal.
o
I
Signs. - • Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name: C—E-CA LA A V. E A N
Individual
Corporate Officer
Co - CC-0 41Y n; N
Title(s) Title or Type o ocument
Partner(s) Limited
General
Attorney-In-Fact Number Of Pages
Trustee(s)
Guardian/Conservator
Other: ) 2A I 1
Date Of Document
Signer is representing:
Name Of Person(s)Or Entity(ies)
ECTO LA No L-t A- - PL'e&2 / vtSoles e Y I')6
Signer(s)Other Than Named Above
EXHIBIT "A"
SCOPE OF SERVICES
PHASE 1 — STAKEHOLDER ENGAGEMENT WORKSHOP
ELP Advisors will facilitate a stakeholder engagement workshop to lay the groundwork
for the development of an equitable economic development strategy for Cathedral City.
ELP Advisors will split a 3-hour session into two parts.
The first part will focus understanding the community's goals and vision for the City.
The discussion will include questions such as the following:
• What are the community's aspirations and goals?
• What is the community's vision for the City and economic prosperity?
• What are the City's strengths, challenges, and opportunities?
This discussion will help ELP Advisors and the City refine community priorities, glean
the equitable economic development aspirations of key stakeholders, and inform the
City's goals and vision for its economic prosperity.
For the second part of the session, ELP Advisors will use a workshop format to provide
an overview of the range of economic and community development tools available to
the City and key stakeholders to advance the vision of broadly shared prosperity. ELP
Advisors will describe economic development policies, programs, and levers that can
help to leverage Cathedral City's economic activity for broader community benefits.
Together the stakeholder group will evaluate how tools such as community benefits
agreements (CBAs), targeted hire policy and practices, career pathways programs, job
quality standards, and equity criteria for public subsidy and investment might be used in
Cathedral City.
ELP Advisors will conduct up to three (3) informational interviews in preparation for the
working session. The interviews will be critical to understanding the context for the
session, and stakeholder and City staffs perspectives. ELP Advisors would work with
the City's committee to identify interviewees. ELP Advisors will combine research on the
local economic development context with the team's existing knowledge of best
practices in equitable economic development to prepare an informative and engaging
presentation. Cecilia Estolano, will draw on her experiences as former CEO of the
Community Redevelopment Agency of the City of Los Angeles to facilitate the
discussion.
Following the stakeholder workshop, ELP Advisors and the City will have a debrief call
to answer any remaining questions and discuss next steps.
Deliverables: Up to three (3) informational interviews; plan and facilitate the stakeholder
engagement workshop; accompanying handout or PowerPoint.
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Phase 1 Budget: Labor costs for the stakeholder engagement workshop not to exceed
$7,500.
PHASE 2 — DEVELOP ECONOMIC DEVELOPMENT STRATEGY
Following the stakeholder engagement workshop, ELP Advisors will assist Cathedral
City in developing an economic development strategy that marks equity as a pillar for
the city's growth and investments. The following tasks provide an outline of the activities
ELP Advisors proposes to craft an economic development strategy that guides the City
in achieving its goals.
Task 1: Establish Steering Committee
ELP Advisors will work with the City to form a Steering Committee of approximately 10-
12 members to guide the development of the Cathedral City Economic Development
Strategy. The Committee will be comprised of City staff and representatives from local
and regional organizations and community advocates (e.g. Cathedral City Chamber of
Commerce, Inland Congregations United for Change, The Cathedral Center). Engaging
a Steering Committee will bolster credibility and help ensure that the final strategy is
truly reflective of local priorities. The Committee will convene two (2) times over the
course of the project.
Deliverables: Formation of Steering Committee.
Task 2: Further Refine and Develop Vision, Goals, and Priorities for the Strategy
Following the Phase 1 stakeholder workshop, ELP Advisors will convene the Steering
Committee, and coordinate with the City to further refine and develop the local vision,
goals, and priorities for the economic development strategy. The vision, goals, and
priorities will guide the project and serve as its framework, helping to identify economic
development tools and policies to prioritize for strategy recommendations.
As best practice, ELP Advisors will ensure that the City's goals are SMART— Specific,
Measurable, Attainable, Realistic and Time-framed. Our firm has extensive experience
forming targeted, clear, and actionable goals to guide the work of cities and public
agencies. These goals also help ensure that public resources are effectively deployed.
Deliverables: First Steering Committee convening; draft statement of vision, goals, and
priorities.
Task 3: Industry Growth Opportunities; SWOC Analysis
ELP Advisors will conduct high-level research and analysis to determine existing key
industries, and identify potential growth industries for Cathedral City and the
surrounding region. Research for the industry growth analysis will be based on survey
of online materials including relevant local government plans from the City and County
and insight from the Steering Committee during its first meeting. This initial analysis will
A-2
inform the SWOC (Strengths, Weaknesses, Opportunities, and Challenges) analysis
that follows.
ELP Advisors will conduct a series of targeted interviews with stakeholders including
community leaders, business leaders, and local government leaders. ELP Advisors will
produce a SWOC analysis for Cathedral City's Economic Development Strategy based
on the review of existing data, insight from the Steering Committee, and the findings
from the interviews. ELP Advisors will present the SWOC analysis findings in summary
form, and use the findings to craft final recommendations. ELP Advisors will reconvene
the Steering Committee to review the SWOC findings and discuss preliminary
recommendations.
Deliverables: Second Steering Committee convening; up to 10 interviews; SWOC
analysis chart.
Task 4: Craft Recommendations for Economic Development Policies and Tools
Using the SWOC analysis, ELP Advisors will identify key economic development levers
available to the City, and the policies and programs that the City can pursue to create a
more inclusive economy moving forward.
ELP Advisors will incorporate feedback from the Steering Committee to develop a draft
strategy report in coordination with City staff. The firm will share the draft strategy report
with the Steering Committee to solicit final feedback. ELP Advisors will incorporate
Steering Committee and City staff's additional comments to produce a final report that
can serve as Cathedral City's Economic Development Strategy.
Deliverables: Draft strategy report; Final Economic Development Strategy report.
Task 5: Project Administration
Kickoff Meeting
Upon contract execution, ELP Advisors will convene a kick-off meeting with the ELP
Advisors team and City staff. The kick-off meeting will be an opportunity to review the
scope of work and confirm the project timeline. During this meeting we will work with the
City to develop a list of Steering Committee participants, and discuss potential data and
information sources for the SWOC analysis research.
Status Meetings (monthly)
ELP Advisors will facilitate monthly check-in meetings via phone with the City. The
regular check-ins will provide an opportunity to discuss progress, confirm next steps,
and surface other relevant matters that arise during our research and analysis.
Progress Reports (monthly)
At the close of each month, ELP Advisors will provide Cathedral City a project summary
report to accompany the contract invoice. The report will provide a basic outline of
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activities conducted during the previous month and activities anticipated for the coming
month.
Deliverable: Monthly Progress Reports (4 total).
Phase 2 Budget and Timeline: Labor costs for Phase 2, development of an Economic
Development Strategy, not to exceed $30,000. The Phase 2 scope of work is estimated
to be carried out over four(4) months.
Optional Task 6: Report Layout and Design
ELP Advisors recommends that the Economic Development Strategy be viewed as a
public-facing document that can be accessible and visually appealing to the City's
diverse population of local residents, businesses and agency partners. As an optional
task, ELP Advisors may provide graphic design services to format and design the
narrative report into a visually engaging document.
Deliverable: Designed report.
Optional Task 6 Budget: Labor costs for the Report Layout and Design are not to
exceed $2,500
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EXHIBIT "B"
COMPENSATION
I. Service Provider shall use the following rates of pay in the performance of the
Services:
A. Co-CEO $280
B. Senior Principal $250
C. Principal $220
D. Senior Associate: Level 3 $170
E. Senior Associate: Level 2 $160
F. Senior Associate: Level 1 $150
G. Associate: Level 3 $140
H. Associate: Level 2 $130
I. Associate: Level 1 $120
J. Analyst $85
K. Interns $80
II. Service Provider may utilize subcontractors as indicated in this Agreement.
The hourly rate for any subcontractor is not to exceed the rates above without
written authorization from the City Manager or his designee.
B-1
EXHIBIT "C"
INSURANCE
A. Insurance Coverages. Service Provider shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the Services by Service Provider, its
agents, representatives or employees. Service Provider shall procure and maintain the
following scope and limits of insurance:
Only the following "marked" requirements are applicable:
X Commercial General Liability (CGL): Insurance written on an occurrence
basis to protect Service Provider and City against liability or claims of liability which may
arise out of this Agreement in the amount of one million dollars ($1,000,000) per
occurrence and subject to an annual aggregate of two million dollars ($2,000,000).
Coverage shall be at least as broad as Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001). There shall be no
endorsement or modification of the CGL limiting the scope of coverage for either
insured vs. additional insured claims or contractual liability. All defense costs shall be
outside the limits of the policy.
X Vehicle Liability Insurance: Vehicle liability insurance in an amount not less
than $1,000,000 for injuries, including accidental death, to any one person, and subject
to the same minimum for each person, in an amount not less than one million dollars
($1,000,000) for each accident, and property damage insurance in an amount of not
less than one million dollars ($1,000,000). A combinDe single limit policy with
$ '48D
aggregate limits in an amount of not less than - 6767A- shall be considered
equivalent to the said required minimum limits. Coverage shall be at least as broad as
Insurance Services Office form number CA 0001 covering Automobile Liability,
including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to
the approval of the City.
X Workers' Compensation Insurance: Workers' Compensation insurance that
includes a minimum of one million dollars ($1,000,000) of employers' liability coverage.
Service Provider shall provide an endorsement that the insurer waives the right of
subrogation against the City and its respective elected officials, officers, employees,
agents and representatives. In the event a claim under the provisions of the California
Workers' Compensation Act is filed against City by a bona fide employee of Service
Provider participating under this Agreement, Service Provider is to defend and
indemnify the City from such claim.
C-1
X Professional Liability Insurance: Professional liability insurance appropriate
to the Service Provider's profession in an amount not less than one million dollars
$1,000,000 per occurrence. This coverage may be written on a "claims made" basis,
and must include coverage for contractual liability. The professional liability insurance
required by this Agreement must be endorsed to be applicable to claims based upon,
arising out of or related to Services performed under this Agreement. The insurance
must be maintained for at least three (3) consecutive years following the completion of
Service Provider's services or the termination of this Agreement. During this additional
three (3) year period, Service Provider shall annually and upon request of the City
submit written evidence of this continuous coverage.
B. Other Provisions. Insurance policies required by this Agreement shall
contain the following provisions:
1. All Coverages.
a. Each insurance policy required by this Agreement shall be
endorsed and state the coverage shall not be suspended, voided, cancelled by the
insurer or either Party to this Agreement, reduced in coverage or in limits except after
30 days' prior written notice by certified mail, return receipt requested, has been given
to City.
b. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII.
2. Commercial General Liability and Automobile Liability Coverages.
a. City, and its respective elected and appointed officers,
officials, and employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities Service Provider performs; products and
completed operations of Service Provider; premises owned, occupied or used by
Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider.
The coverage shall contain no special limitations on the scope of protection afforded to
City, and their respective elected and appointed officers, officials, or employees.
b. Service Provider's insurance coverage shall be primary
insurance with respect to City, and its respective elected and appointed, its officers,
officials, employees and volunteers. Any insurance or self-insurance maintained by
City, and its respective elected and appointed officers, officials, employees or
volunteers, shall apply in excess of, and not contribute with, Service Provider's
insurance.
C-2
c. Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
d. Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees
or volunteers.
e. The insurer waives all rights of subrogation against the City,
its elected or appointed officers, officials, employees or agents.
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to
satisfy City that the insurance provisions of this contract have been complied with. The
City may require that Service Provider furnish City with copies of original endorsements
effecting coverage required by this Exhibit "C". The certificates and endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. City
reserves the right to inspect complete, certified copies of all required insurance policies,
at any time.
1. Service Provider shall furnish certificates and endorsements from
each subcontractor identical to those Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or
appointed officers, officials, employees and volunteers, or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
C-3
ACORD® CERTIFICATE OF LIABILITY INSURANCE 02/15/2017
DATE
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 Shaun Bel
Stromsoe Insurance Agency PHONE FAX
24910 Las Brisas Road,Ste 117 ►� (951)600.6751 wC Not:(951)677.6265
Murrieta,CA 92562 ADDRESS: Insureesiaonline.com
License#:0006577 USURERS)AFFORDING COVERAGE NAIL e
*SURER A: Ohio Security Insurance Co 24082
INSURED INSURER B: California Automobile Insurance Company 38342
LeSar Development Consultants INSURER C: Technology Insurance Co 42376
404 Euclid Avenue,#212 INSLRER ACE American Insurance Co 22667
San Diego,CA 92114 INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: 00000000-1544740 REVISION NUMBER: 76
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWiTHSTANDNG ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR LIR TYPE OF INSURANCE A wrtra POLICY RAISER fMMM001YTA a�IMID01Y1fWI LIMITS MIMI
A X COMMERCIAL GENERAL LIABILITY Y BKS56632443 07/19/2016 07/1912017 EACH OCCURRENCE $ 2.000,000
DAMAGE 10 RENTED
CLAIMSMACE l X OCCUR PREMISES(Ea occurrence) $ 500,000
MED DP(My one person) _ $ 15,000
PERSONAL 8 ADV INJURY $ 2,000,000
GEM_AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE s 4,000,000
X POLICY I IET LOC PRODUCTS-COMP/OP AGG $ 4,000.000
OTHER $
B AUTOMOBILE UABILITY BA040000016752 08/0912016 0810912017 (02ahleaccINidEeDnt SINGLELIMIT $ 1.00000
X ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
X 'AUTOS ONLY X t4UTOOS ONLD PROPERTY DAMAGE $
(Per accident)
$
UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $
EXCESS UAB CLAIMS-MADE AGGREGATE $
DED I I RETENTION$ $
C WORKERS COMPENSATION Y TWC3589657 12/01/2016 12/01/2017 X I srE�ATU 6 TE I I - 1,000,000
AND EMPLOYERS LIABILITY
ANY PROPRIETOR/PARTNER/B(ECUTIVE I I N IA E.L.EACH ACCIDENT $ 1,000,000
OCCLUDED?CLUDED?
(Mandatary In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000
If yes,describe under
DESCRIPTION OF OPERATIONS belay E.L.DISEASE-POLICY LIMIT $ 1.000,000
O Professional Liabili G27480780 002 07/15/2016 07/15/2017 1,000,000 Occurance 2,000,000 Agg
A Business Personal Pr BKS56632443 07/19/2016 07/19/2017 BOP Property(BOPPR 31,827
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Addtlond Remarks Schedule,may be attached W more apace la requIre4
The City and Its respective elected and appointed officers,officials,and employees and volunteers are hereby Included as
additional Insured as covered by the General Liability policy per endorsement tiCG8810(04113). Workers compensation
Includes Waiver of Subrogation In favor of the additional Insured per form 1rWC040306(1184). Insurance is provided on a
primary basis.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City Of Cathedral City THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN
Attn:City Manager ACCORDANCE WITH THE POLICY PROVISIONS.
68-700 Avenida Lalo Guerrero
AUTHORIZED It . sEN1ATIVE
Cathedral City,CA 92234
I ► (SMB)
#10115 ACORD CORPORA •N. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
Printed by SMB on February 15,2017 at 04:44PM
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06
(Ed.01-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA
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.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work
described in the Schedule.
The additional premium for this endorsement shall be 2%of the California workers'compensation premium otherwise due on such
remuneration.
Schedule
Person or Organization Job Description
Any person or organization as required by written contract. $250.00
This endorsement changes the pdicy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 12/1/2016 Policy No. TWC3589657 Endorsement No. 0
Insured LeSar Development Consultants(a Cap) Premium$ 3771
Insurance Company Technology Insurance Company,Inc.
Countersigned by
WC 04 03 06
(Ed.01-84)
COMMERCIAL GENERAL LIABILITY
CG88100413
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL GENERAL LIABILITY EXTENSION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
EWE INDEX
wpm SUBJECT PAGE
= NON-OWNED AIRCRAFT 2
=Not
MIM NON-OWNED WATERCRAFT 2
MRS
PROPERTY DAMAGE LIABILITY -ELEVATORS 2
gm EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2
MEDICAL PAYMENTS EXTENSION 3
EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 3
ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 3
PRIMARY AND NONCONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5
ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6
WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN
INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES 6
NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7
FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7
° KNOWLEDGE OF OCCURRENCE,OFFENSE,CLAIM OR SUIT 7
0
LIBERALIZATION CLAUSE 7
BODILY INJURY REDEFINED 7
EXTENDED PROPERTY DAMAGE 8
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8
WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU
2013 Liberty Mutual Insurance
CC 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 8
With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by
the endorsement.
A. NON-OWNED AIRCRAFT
Under Paragraph 2. Exclusions of Section I -Coverage A - Bodily Injury And Property Damage Liability,
exclusion g.Aircraft, Auto Or Watercraft does not apply to an aircraft provided:
1. It is not owned by any insured;
2. It is hired, chartered or loaned with a trained paid crew;
3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of
the United States of America or Canada, designating her or him a commercial or airline pilot; and
4. It is not being used to carry persons or property for a charge.
However, the insurance afforded by this provision does not apply if there is available to the insured other
valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically
in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under
this provision.
B. NON-OWNED WATERCRAFT
Under Paragraph 2.Exclusions of Section I-Coverage A-Bodily Injury And Property Damage Liability,
Subparagraph (2) of exclusion g.Aircraft, Auto Or Watercraft is replaced by the following:
This exclusion does not apply to:
(2) A watercraft you do not own that is:
(a) Less than 52 feet long; and
(b) Not being used to carry persons or property for a charge.
C. PROPERTY DAMAGE LIABILITY -ELEVATORS
1. Under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liabil-
ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property
damage" results from the use of elevators. For the purpose of this provision, elevators do not include
vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations.
2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other
Insurance, Paragraph b. Excess Insurance:
The insurance afforded by this provision of this endorsement is excess over any property insurance,
whether primary, excess, contingent or on any other basis.
D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage)
If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part:
1. Under Paragraph 2.Exclusions of Section I-Coverage A-Bodily Injury and Property Damage Liability:
a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow-
ing:
Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage
by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to:
(i) Premises rented to you for a period of 7 or fewer consecutive days; or
(ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of
more than 7 days.
Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of
premises rented to you for a period of 7 or fewer consecutive days.
A separate limit of insurance applies to this coverage as described in Section III - Limits of
Insurance.
2013 Liberty Mutual Insurance
CO 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 8
b. The last paragraph of subsection 2.Exclusions is replaced by the following:
Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage
from automatic fire protection systems to premises while rented to you or temporarily occupied by
you with permission of the owner. A separate limit of insurance applies to Damage To Premises
Rented To You as described in Section III-Limits Of Insurance.
2. Paragraph 6. under Section III -Limits Of Insurance is replaced by the following:
6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will
pay under Coverage A for damages because of"property damage" to:
a. Any one premise:
(1) While rented to you; or
(2) While rented to you or temporarily occupied by you with permission of the owner for
tIMIM damage by fire, lightning, explosion, smoke or leakage from automatic protection sys-
s terns; or
b. Contents that you rent or lease as part of a premises rental or lease agreement.
mom
mom
3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO
BEE
11111111111 YOU (Tenant's Property Damage) -Paragraph 9a. of Definitions is replaced with the following:
9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises
g that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or
VIRM L leakage from automatic fire protection systems to premises while rented to you or temporarily
occupied by you with the permission of the owner, or for damage to contents of such premises
that are included in your premises rental or lease agreement, is not an "insured contract".
E. MEDICAL PAYMENTS EXTENSION
If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy
are amended as follows:
Under Paragraph 1. Insuring Agreement of Section I-Coverage C-Medical Payments, Subparagraph
(b) of Paragraph a. is replaced by the following:
(b) The expenses are incurred and reported within three years of the date of the accident; and
F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B
1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following:
b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising
out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have
to furnish these bonds.
2. Paragraph 1.d. is replaced by the following:
d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or
defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time
off from work.
G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT
1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or
organization whom you have agreed to add as an additional insured in a written contract, written
agreement or permit. Such person or organization is an additional insured but only with respect to
liability for "bodily injury', "property damage" or "personal and advertising injury' caused in whole
or in part by:
a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance
of your on going operations for the additional insured that are the subject of the written contract or
written agreement provided that the "bodily injury' or "property damage" occurs, or the "per-
sonal and advertising injury' is committed, subsequent to the signing of such written contract or
written agreement; or
® 2013 Liberty Mutual Insurance
CC 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 8
b. Premises or facilities rented by you or used by you; or
c. The maintenance, operation or use by you of equipment rented or leased to you by such person or
organization; or
d. Operations performed by you or on your behalf for which the state or political subdivision has
issued a permit subject to the following additional provisions:
(1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad-
vertising injury" arising out of the operations performed for the state or political subdivision;
(2) This insurance does not apply to "bodily injury" or "property damage" included within the
"completed operations hazard".
(3) Insurance applies to premises you own, rent, or control but only with respect to the following
hazards:
(a) The existence, maintenance, repair, construction, erection, or removal of advertising
signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees,
hoist away openings, sidewalk vaults, street banners, or decorations and similar expo-
sures; or
(b) The construction, erection, or removal of elevators; or
(c) The ownership, maintenance, or use of any elevators covered by this insurance.
However:
1. The insurance afforded to such additional insured only applies to the extent permitted by law; and
2. If coverage provided to the additional insured is required by a contract or agreement, the insur-
ance afforded to such additional insured will not be broader than that which you are required by
the contract or agreement to provide for such additional insured.
With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured
under this endorsement ends when:
(1) All work, including materials, parts or equipment furnished in connection with such work, on
the project (other than service, maintenance or repairs) to be performed by or on behalf of the
additional insured(s) at the location of the covered operations has been completed; or
(2) That portion of "your work" out of which the injury or damage arises has been put to its
intended use by any person or organization other than another contractor or subcontractor
engaged in performing operations for a principal as a part of the same project.
With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured
under this endorsement ends when their written contract or written agreement with you for such
premises or facilities ends.
With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes
place after the equipment rental or lease agreement has expired or you have returned such equipment
to the lessor.
$ The insurance provided by this endorsement applies only if the written contract or written agreement
is signed prior to the "bodily injury' or "property damage".
We have no duty to defend an additional insured under this endorsement until we receive written
notice of a "suit' by the additional insured as required in Paragraph b. of Condition 2. Duties In the
Event Of Occurrence, Offense, Claim Or Suit under Section IV -Commercial General Liability Condi-
tions.
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2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2.
Exclusions under Section I-Coverage A-Bodily Injury And Property Damage Liability:
This insurance does not apply to:
a. "Bodily injury' or"property damage" arising from the sole negligence of the additional insured.
b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the
location where such "bodily injury" or"property damage" occurs.
c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render-
ing 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; or
NOM
(2) Supervisory, inspection, architectural or engineering activities.
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in
the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur-
rence" which caused the "bodily injury" or "property damage", or the offense which caused the
"personal and advertising injury', involved the rendering of, or the failure to render, any professional
architectural, engineering or surveying services.
°
imme MIN d. "Bodily injury" or"property damage" occurring after:
IM (1) All work, including materials, parts or equipment furnished in connection with such work, on
the project (other than service, maintenance or repairs) to be performed by or on behalf of the
additional insured(s) at the location of the covered operations has been completed; or
(2) That portion of "your work' out of which the injury or damage arises has been put to its
intended use by any person or organization other than another contractor or subcontractor
engaged in performing operations for a principal as a part of the same project.
e. Any person or organization specifically designated as an additional insured for ongoing operations
by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is-
sued by us and made a part of this policy.
3. With respect to the insurance afforded to these additional insureds, the following is added to Section III
-Limits Of Insurance:
If coverage provided to the additional insured is required by a contract or agreement, the most we will
pay on behalf of the additional insured is the amount of insurance:
a. Required by the contract or agreement; or
b. Available under the applicable Limits of Insurance shown in the Declarations;
whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns.
H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION
This provision applies to any person or organization who qualifies as an additional insured under any form
or endorsement under this policy.
Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amend-
ed as follows:
a. The following is added to Paragraph a.Primary Insurance:
If an additional insured's policy has an Other Insurance provision making its policy excess, and you
have agreed in a written contract or written agreement to provide the additional insured coverage on a
primary and noncontributory basis, this policy shall be primary and we will not seek contribution from
the additional insured's policy for damages we cover.
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b. The following is added to Paragraph b. Excess Insurance:
When a written contract or written agreement, other than a premises lease, facilities rental contract or
agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political
subdivision between you and an additional insured does not require this insurance to be primary or
primary and non-contributory, this insurance is excess over any other insurance for which the addi-
tional insured is designated as a Named Insured.
Regardless of the written agreement between you and an additional insured, this insurance is excess
over any other insurance whether primary, excess, contingent or on any other basis for which the
additional insured has been added as an additional insured on other policies.
I. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE"
This provision applies to any person or organization who qualifies as an additional insured under any form
or endorsement under this policy.
1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit:
An additional insured under this endorsement will as soon as practicable:
a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit' under
this insurance to us;
b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have
insurance available to the additional insured; and
c. Agree to make available any other insurance which the additional insured has for a loss we
cover under this Coverage Part.
d. We have no duty to defend or indemnify an additional insured under this endorsement until
we receive written notice of a"suit' by the additional insured.
2. The limits of insurance applicable to the additional insured are those specified in a written contract
or written agreement or the limits of insurance as stated in the Declarations of this policy and
defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are
inclusive of and not in addition to the limits of insurance available under this policy.
J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS 1 MALPRACTICE
WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES
Paragraph 2.a.(1) of Section II-Who Is An Insured is replaced with the following:
(1) "Bodily injury' or"personal and advertising injury":
(a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if
you are a limited liability company), to a co-"employee" while in the course of his or her employ-
s or performing duties related to the conduct of your business, or to your other "volunteer
workers" while performing duties related to the conduct of your business;
(b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a
consequence of Paragraph (1)(a) above;
(c) For which there is any obligation to share damages with or repay someone else who must pay
damages because of the injury described in Paragraphs (1)(a) or(b) above; or
(d) Arising out of his or her providing or failing to provide professional health care services. However,
if you are not in the business of providing professional health care services or providing profes-
sional health care personnel to others, or if coverage for providing professional health care ser-
vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d))does not
apply.
Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by
an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means
the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ-
ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and
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advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to
cause "bodily injury' or "personal and advertising injury", or caused in whole or in part by their intoxica-
tion by liquor or controlled substances.
The coverage provided by provision J. is excess over any other valid and collectable insurance available to
your "employee".
K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES
Paragraph 3.of Section 11-Who Is An Insured is replaced by the following:
3. Any organization you newly acquire or form and over which you maintain ownership or majority
interest, will qualify as a Named Insured if there is no other similar insurance available to that
UN= organization. However:
a. Coverage under this provision is afforded only until the expiration of the policy period in
IMEN which the entity was acquired or formed by you;
b. Coverage A does not apply to "bodily injury' or "property damage" that occurred before you
acquired or formed the organization; and
Men c. Coverage B does not apply to "personal and advertising injury" arising out of an offense
committed before you acquired or formed the organization.
ifiEN d. Records and descriptions of operations must be maintained by the first Named Insured.
No person or organization is an insured with respect to the conduct of any current or past partnership, joint
i; mos venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies
ll� as an insured under this provision.
L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES
Under Section IV -Commercial General Liability Conditions, the following is added to Condition 6.Repre-
sentations:
Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy
shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or
prior "occurrences" is not intentional.
M. KNOWLEDGE OF OCCURRENCE, OFFENSE,CLAIM OR SUIT
Under Section IV -Commercial General Liability Conditions, the following is added to Condition 2. Duties
In The Event of Occurrence, Offense, Claim Or Suit:
Knowledge of an "occurrence", offense, claim or "suit' by an agent, servant or "employee" of any
insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph
1. of Section II -Who Is An Insured or a person who has been designated by them to receive reports of
"occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or
"employee".
N. LIBERALIZATION CLAUSE
If we revise this Commercial General Liability Extension Endorsement to provide more coverage without
additional premium charge, your policy will automatically provide the coverage as of the day the revision is
'° effective in your state.
O. BODILY INJURY REDEFINED
Under Section V-Definitions, Definition 3.is replaced by the following:
3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes
mental anguish, mental injury, shock, fright or death that results from such physical injury, sick-
ness or disease.
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P. EXTENDED PROPERTY DAMAGE
Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the
following:
a. Expected Or Intended Injury
"Bodily injury" or "property damage" expected or intended from the standpoint of the insured.
This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of
reasonable force to protect persons or property.
Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A
CONTRACT OR AGREEMENT WITH YOU
Under Section IV -Commercial General Liability Conditions, the following is added to Condition 8. Trans-
fer Of Rights Of Recovery Against Others To Us:
We waive any right of recovery we may have against a person or organization because of payments we
make for injury or damage arising out of your ongoing operations or "your work" done under a
contract with that person or organization and included in the "products-completed operations hazard"
provided:
1. You and that person or organization have agreed in writing in a contract or agreement that you
waive such rights against that person or organization; and
2. The injury or damage occurs subsequent to the execution of the written contract or written agree-
ment.
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