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Contract 2013
Contract No. City Clerk Review A*( ‘' Risk Management ��� Scanned Ai AGREEMENT FOR SERVICES BETWEEN THE CITY OF CATHEDRAL CITY, CALIFORNIA AND TERRA NOVA PLANNING & RESEARCH, INC. This Agreement for Services ("Agreement") is entered into as of March 8, 2023 ("Effective Date") by and between the City of Cathedral City, a municipal corporation ("City") and Terra Nova Planning & Research, Inc., a California Corporation ("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 request for proposals 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 six (6) months commencing on the Effective Date. 1 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 sixty-three thousand and seven hundred dollars ($63,700), 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 (c). 2 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. 3 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 4 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 5 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, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement. 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. SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. 6 (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 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, 7 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 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. 8 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. (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 9 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. 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: 10 To City: City of Cathedral City Attn: City Manager 68-700 Avenida Lalo Guerrero Cathedral City, CA 92234 To Service Provider: ^^ ►►keQ//<% u1Qt-t2116-'--e. VAeAam. e. 1�- .14e, 101 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. 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 11 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. 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. 12 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 TERRA NOVA RESEARCH & PLANNING, INC. • Charles P. McClendon By: . /MOM City Manager Its: \1,` - - ' ATTEST: By: Its: Tracey R. Termosillo 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. 13 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� .01 )/�` On / ick Z 2 , 2023, before me, r -.•v,^ .----C-SL-.S /i o�'a l�/ Pu 11(4'C, Date Name And Title Of Officer(e.g."Jane Doe, No ary Public") personally appeared N k C o` e Sao Yi kvA. C S k• G , 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. ABRAHAM isi� I certify under PENALTY OF PERJURY under the laws of the Notary Public California- = Riverside County State of California that the foregoing paragraph is true and i � �- - _� ' Commission#2296980 correct. My Comm.Expires Jul 14,2023 .2---,...: — - - - - - - - - WITNESS my hand and official seal. Ab (. .,\Ek,,,, lam. Signature of 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: Individual Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Attorney-In-Fact Number Of Pages Trustee(s) Guardian/Conservator Other: Date Of Document Signer is representing: Name Of Person(s)Or Entity(ies) Signer(s)Other Than Named Above 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 On , 2023, before me, Date Name And Title Of Officer(e.g. "Jane Doe, Notary-Public") personally appeared 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 State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of 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: Individual Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Attorney-In-Fact Number Of Pages Trustee(s) Guardian/Conservator Other: Date Of Document Signer is representing: Name Of Person(s)Or Entity(ies) Signer(s)Other Than Named Above EXHIBIT "A" SCOPE OF SERVICES Develop up to Two Annexation Scenarios The first step in developing the Annexation Study will be consultation with City staff on credible scenarios to be considered. Terra Nova will coordinate a project kick-off meeting to go over the history of the Sphere, listen to staff's perspectives on annexation potential, and discuss the pros and cons of the two scenarios described in our assumptions above. Our scope and budget assume up to two annexation scenarios, which we see as annexation of the entire Sphere of Influence; or annexation of all lands west of Cook Street. Review 2018 Annexation Study and City Documentation Terra Nova will review and update the data and assumptions made in 2018, including physical constraints and land use patterns, as they are still valid in many respects today. In addition, the City undertook considerable research and documentation in the preparation of its Sphere of Influence applications, including a fiscal impact analysis. Terra Nova will review these documents, as well as documentation associated with the Messenger annexation in order to develop a baseline of information, and to determine what additional research and data is required. Land Use and Zoning by Scenario Terra Nova will work with the City to review and update a land use and zoning map for each of the two annexation scenarios. As described above,the land uses are projected to be equivalent or close to those currently assigned in the County's General Plan. As described above, the County's zoning designations are not consistent with its General Plan, and some adjustments may be necessary in order to assure that property owners' and City expectations for build out are consistent. These maps will serve as the basis for build out calculations, which are critical to the fiscal impact analysis described below. Update Physical Constraints and Opportunities Report Terra Nova will assess both the environmental and infrastructure constraints and opportunities within the Sphere. Constraints and opportunities to be updated include roadway infrastructure and potential deficits (on an order of magnitude basis), water and sanitary sewer, flood control challenges, provision of municipal services (including quantified need for additional staff), and MSHCP adjacencies and development potential. Additional issue areas may be generated at the kick-off meeting. Prepare Fiscal Impact Analysis A-1 The fiscal impact analysis will be developed based on the constraints and opportunities analysis, and will include both general fund and restricted fund costs and revenues. The analysis will be prepared for each of up to two scenarios. The fiscal impact analysis can be prepared based on a 4-phased development assumption — showing costs and revenues at 5 or 10 year intervals as development occurs, for example — and as a build out analysis. The cost analysis will include both City-provided and County-contracted Police, Fire and recreation services. Community Outreach The community of Thousand Palms has been very attentive in the past to the City's Sphere expansions, including the analysis prepared in 2018. Based on that history, we would recommend a presentation to the Thousand Palms Community Council, once the preliminary analysis of the annexation scenarios has been developed. At this stage, we would not recommend further meetings. Terra Nova will work with City staff in developing a presentation, preparing handout materials and PowerPoint slides, and will assist in a joint presentation, with City staff, to the Community Council. Draft and Final Annexation Study The constraints and opportunities analysis and the fiscal impact analysis will be combined into a single document which will include recommendation on future actions. This document will be reviewed and discussed with City staff, edited as necessary, and will be distributed to City Council for their consideration. Study Session Attendance Working with City staff, we will assist in the preparation of a staff report and presentation materials for a City Council Study Session. The presentation would summarize the analysis and offer the Council an opportunity to ask questions and discuss next steps, if appropriate. A-2 EXHIBIT "B" COMPENSATION Annexation Study Project Budget City Team Meetings,Internal Meetings,etc. $8,370.00 (30 hrs @ $195./Hr.) (10 hours @$160./Hr.) (8 hrs @ $115./Hr.) Preparation and Attendance:Community Council Presentation and City Council Presentation(2) $7,020.00 (20 hrs @ $195./Hr.) (8 hours @$160./Hr.) (16 hrs @ $115./Hr.) Research and Documentation $4,980.00 (10 hrs @ $195./Hr.) (8 hours @$160./Hr.) (20 hrs @ $115./Hr.) Land Use Scenarios(2) $5,770.00 (6 hrs @$195./Hr.) (12 hours @$160./Hr.) (12 hrs @$115./Hr.) (20 hrs @$65./Hr.) Update Physical Constraints and Opportunities Report $5,010.00 (8 hrs @ $195./Hr.) (30 hrs @ $115./Hr.) Fiscal Impact Analysis(2 Scenarios) $21,100.00 (40 hrs @ $195./Hr.) (40 hours @$160./Hr.) (60 hrs @$115./Hr.) GIS Mapping&Exhibit Preparation $1,300.00 (20 hrs @$65./Hr.) Project Management $7,800.00 (40 hrs @$195./Hr.) Administrative Support $1,350.00 (30 hrs @ $45./Hr.) Miscellaneous Office Expenses:copies,data acquisition,etc. $1,000.00 Total Annexation Study Costs $63,700.00 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 combined single limit policy with aggregate limits in an amount of not less than $2,000,000 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 DATE(MMIDOIYYYY) L..------ 07/22/2022 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 provi ion k or be endorse4. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endoment. statement c/t,j this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). ),pJ - 'u2..4 i..}`S /r212 PRODUCER CONTACT JOVANY M.CALVILLO/LIC#OG40189 StateFarm TIMOTHY WOOD,LIC#0697033 PHONE Ext): 760-770-0700 FAX No): 760-770-9282 (64)„, 35963 DATE PALM DR. ADDRESS: JOVANY.M.CALVILLO.TNJS@STATEFARM.COM CATHEDRAL CITY,CA 92234 INSURER(S)AFFORDING COVERAGE NAIL t INSURER A: State Farm General Insurance Company 25151 INSURED INSURER B: State Farm Mutual Automobile Insurance Company 25178 TERRA NOVA PLANNING&RESEARCH,INC. INSURER C: 42635 MELANIE PLACE STE 101 INSURER 0: PALM DESERT,CA 92211 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBRI I POLICY EFFPOLICY EXP LTR TYPE OF INSURANCE INS ,VD POLICY NUMBER I(MM/DOIYYYY)I IMM/OD/ Y) LIMITS XI COMMERCIAL GENERAL LIABILITY I 1YYYEACH OCCURRENCE S 2,000,000 DAMAGE TO RENTED 300,000 CLAIMS-MADE X OCCUR I 1 PREMISES(Ea occurrence) S — I MED EXP(Any one person) $ 5,000 _ A Y 90-BP-D066-0 !08/01/2022 08/01/2023 2,000,000 I PERSONAL 8 ADV INJURY $ GE 'L AGGREGATE LIMIT APPLIES PER: I I GENERAL AGGREGATE $ 4,000,000 R POLICY jE 6 LOC I PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: I $ AUTOMOBILE LIABILITY Y 248 9932-F29-55 08/01/2022 08/01/2023 COMBINED SINGLE LIMIT $ 1,000,000(Ea accident) XANY AUTO BODILY INJURY(Per person) S B OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY _ AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ I AUTOS ONLY AUTOS ONLY (Per accident) I $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB 1 CLAIMS-MADE AGGREGATE $ I DED RETENTION$ $ WORKERS COMPENSATION PER OTH- IAND EMPLOYERS'LIABILITY STATUTE ER Y/N ___„, ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes.descnbe under i DESCRIPTION OF OPERATIONS below I E.L.DISEASE-POLICY LIMIT $ I I 1 i ' DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) THE CITY OF CATHEDRAL CITY,THEIR ELECTED OR APPOINTED OFFICERS,EMPLOYEES,AGENTS,AND VOLUNTEERS ARE TO BE COVERED AS ADDITIONAL INSURED WITH RESPECT TO LIABILITY ARISING OUT OF WORK PERFORMED BY OR ON BEHALF OF THE CONSULTANT,INCLUDING MATERIALS,PARTS OR EQUIPMENT FURNISHED IN CONNECTION WITH SUCH WORK OR OPERATION.THIS POLICY SHALL BE CONSIDERED PRIMARY INSURANCE WITH RESPECT TO THE CITY,ITS ELECTED OR APPOINTED OFFICERS,OFFICIALS,EMPLOYEES,AGENTS,AND VOLUNTEERS.ANY INSURANCE MAINTAINED BY THE CITY,INCLUDING ANY SELF-INSURANCE RETENTION THE CITY MAY HAVE,SHALL BE CONSIDERED EXCESS INSURANCE ONLY AND SHALL NOT CONTRIBUTE WITH IT. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF CATHEDRAL CITY ACCORDANCE WITH THE POLICY PROVISIONS. 68700 AVENIDA LALO GUERRO CATHEDRAL CITY,CA 92234 AUTHORIZED REPRESENTATIVE eahae9 o 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1001486 132849.12 03-16-2016 StateFarm 90-BP-D066-0 007702 CMP-4786.1 Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP-4786.1 ADDITIONAL INSURED -- OWNERS, LESSEES, OR CONTRACTORS (Scheduled) This endorsement modifies insurance provided under the following; BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 90-BP-D066-0 Named Insured: TERRA NOVA PLANNING & RESEARCH INC 42635 MELANIE PL STE 101 PALM DESERT CA 92211-9113 Name And Address Of Additional Insured Person Or Organization: CITY OF CATHERDRAL CITY ITS ELECTED OR APPOINTED OFFICE RS, EMPLOYEES AGENTS& VOLUNTEERS ARE INCLUDED 68700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234-1208 1. SECTION II — WHO IS AN INSURED of b. If coverage provided to the additional in- SECTION II — LIABILITY is amended to in- cured is required by a contract or agree- clude, as an additional insured, any person or ment, the insurance provided to the organization shown in the Schedule, but only additional insured will not be broader than with respect to liability for "bodily injury", "property damage", or "personal and advertls that which you are required by the contract ing injury" caused, in whole or in part, by: or agreement to provide for such addition a. Ongoing Operations al insured; and c. If the contract or agreement between you (1) Your acts or omissions, or and the additional insured is governed by (2) The acts or omissions of those acting California Civil Code Section 2782 or on your behalf; 2782.05, the insurance provided to the additional insured is the lesser of that in the performance of your ongoing opera- which: tions for that additional insured; or • (1) Is allowed for the satisfaction of a de- b. Products – Completed Operations fense or indemnity obligation by Cali- "Your work" performed for that additional fornia Civil Code Section 2782 or insured and included in the "products- 2782.05 for your sole liability; or completed operations hazard", (2) You are required by contract or However, Paragraph 1. above is subject to the agreement to provide for such addi- following: tional insured. a. The insurance afforded to the additional We have no duty to defend or indemnify the insured only applies to the extent permit- additional insured under this endorsement un- ted by law; til a claim or"suit" is tendered to us. ©, Copyright,State Farm Mutual Automobile Insurance Company,2013 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. CONTINUED I 90-BP-D066-0 007702 CMP-4786.1 Page 2 of 2 2. Any insurance provided to the additional in- (3) The nature and location of any injury sured shall only apply with respect to a claim or damage arising out of the "occur- made or a 'suit" brought for damages for rence" or offense; which you are provided coverage. b. Tender the defense and indemnity of any 3. With respect to the insurance afforded to the claim or "suit" to us and to all other insur- additional insured, the. following is added to ers who may have insurance potentially SECTION II — LIMITS OF INSURANCE: available to the additional insured; and If coverage provided to the additional insured c. Agree to make available any other insur- is required by contract or agreement, the most ance the additional insured has for de- we will pay on behalf of the additional insured fense or damages for which we would will be the lesser of the amount of insurance: provide coverage under SECTION II — a. Required by the contract or agreement; or LIABILITY, b. Available under the applicable Limits Of 5. With respect to the insurance afforded the ad- Insurance shown in the Declarations. ditional insured, the following replaces SEC- TION II —LIABILITY of Paragraph 7. Other This endorsement shall not increase the ap- Insurance of SECTION I AND SECTION II — plicable Limits Of Insurance shown in the COMMON POLICY CONDITIONS: Declarations. a. This insurance is primary to and will not 4. With respect to the insurance afforded to the seek contribution from any other insurance additional insured, the following is added to available to the additional insured, provided Paragraph 3. Duties In The Event Of Occur- that the additional insured is a named in- rence, Offense, Claim Or Suit of SECTION sured under such other insurance. II — GENERAL CONDITIONS: b. Regardless of any agreement between The additional insured must: you and the additional insured, this insur- ance is excess over any other insurance a. See to it that we are notified as soon as whether primary, excess, contingent or on practicable of an "occurrence" or an of- any other basis for which the additional in- fense which may result in a claim. To the sured has been added as an additional in- extent possible, notice should include: sured on other policies. (1) How, when and where the "occur- There will be no refund of premium in the event rence" or offense took place; this endorsement is cancelled. (2) The names and addresses of any in- jured persons and witnesses; and All other policy provisions apply. CMP-4786.1 ©, Copyright,State Farm Mutual Automobile Insurance Company,2013 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ® ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) L..------ 07/22/2022 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 CONTACT JOVANY M.CALVILLO/LIC#OG40189 NAME: StateFarm TIMOTHY WOOD,LIC#0697033 IPnf�C NQ Ext); 760-770-0700 FAX No): 760-770-9282 35963 DATE PALM DR. npDReSS: JOVANY.M.CALVILLO.TNJS@STATEFARM.COM _' CATHEDRAL CITY,CA 92234 INSURER(S)AFFORDING COVERAGE NAIC N INSURER A: State Farm General Insurance Company 25151 INSURED INSURER B: State Farm Mutual Automobile Insurance Company 25178 TERRA NOVA PLANNING&RESEARCH,INC. INSURER C: 42635 MELANIE PLACE STE 101 INSURER D: PALM DESERT,CA 92211 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR IADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE 1NSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/ODIYYYY) LIMITS ✓ COMMERCIAL GENERAL UABIUTY EACH OCCURRENCE $ 2,000,000 DAMAGE CLAIMS-MADE X OCCUR I PREM SESO(EaENTED occurrence) $ 300,000 MED EXP(Any one person) S 5,000 A Y 90-BP-D066-0 +08/01/2022 08/01/2023 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: I GENERAL AGGREGATE $ 4,000,000 X POLICY 4,000,000 _ JE187 LOC ) PRODUCTS-COMP/OP AGG S I OTHER: . ! S AUTOMOBILE UABILITY Y 248 9932-F29-55 08/01/2022 08/01/2023 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) XANY AUTO _BODILY INJURY(Per person) $ B OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY __AUTOS HIRED NON-OWNED PROPERTY DAMAGE S AUTOS ONLY AUTOS ONLY (Per accident) __ f ,UMBRELLA LIAB OCCUR EACH OCCURRENCE S 1 EXCESS LIAB `^ CLAIMS-MADE AGGREGATE S DED ; RETENTIONS $ WORKERS COMPENSATION PER OTH- j AND EMPLOYERS'LIABILITY Y/N STATUTE ER ,___ ANY PROPRIETOR/PARTNER/EXECUTIVEI E.L.EACH ACCIDENT $ ___ OFFICER/MEMBER EXCLUDED? ( l N/A (Mandatory In NH) I E.L.DISEASE-EA EMPLOYEE S Ili yes describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ i DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101.Additional Remarks Schedule,may be attached if more space is required) THE CITY OF CATHEDRAL CITY,THEIR ELECTED OR APPOINTED OFFICERS,EMPLOYEES,AGENTS,AND VOLUNTEERS ARE TO BE COVERED AS ADDITIONAL INSURED WITH RESPECT TO LIABILITY ARISING OUT OF WORK PERFORMED BY OR ON BEHALF OF THE CONSULTANT,INCLUDING MATERIALS,PARTS OR EQUIPMENT FURNISHED IN CONNECTION WITH SUCH WORK OR OPERATION.THIS POLICY SHALL BE CONSIDERED PRIMARY INSURANCE WITH RESPECT TO THE CITY,ITS ELECTED OR APPOINTED OFFICERS,OFFICIALS,EMPLOYEES,AGENTS,AND VOLUNTEERS.ANY INSURANCE MAINTAINED BY THE CITY,INCLUDING ANY SELF-INSURANCE RETENTION THE CITY MAY HAVE,SHALL BE CONSIDERED EXCESS INSURANCE ONLY AND SHALL NOT CONTRIBUTE WITH IT. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF CATHEDRAL CITY ACCORDANCE WITH THE POLICY PROVISIONS. 68700 AVENIDA LALO GUERRO CATHEDRAL CITY,CA 92234 AUTHORIZED REPRESENTATIVE 0 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1001486 132849.12 03-16-2016 StateFarm 90-BP-D066-0 007702 CMP-4786.1 O Page 1 of 2 00. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP-4786.1 ADDITIONAL INSURED --OWNERS, LESSEES, OR CONTRACTORS (Scheduled) This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 90-BP-D066-0 Named Insured: TERRA NOVA PLANNING & RESEARCH INC 42635 MELANIE PL STE 101 PALM DESERT CA 92211-9113 Name And Address Of Additional Insured Person Or Organization: CITY OF CATHERDRAL CITY ITS ELECTED OR APPOINTED OFFICE RS, EMPLOYEES AGENTS& VOLUNTEERS ARE INCLUDED 68700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234-1208 1. SECTION II — WHO IS AN INSURED of b. If coverage provided to the additional in- SECTION II — LIABILITY is amended to in- sured is required by a contract or agree- clude, as an additional insured, any person or ment, the insurance provided to the organization shown in the Schedule, but only additional insured will not be broader than with respect to liability for "bodily injury'', that which you are required by the contract "property damage'', or personal and advertis- or agreement to provide for such addition- ing injury" caused, in whole or in part, by: al insured; and a. Ongoing Operations c. If the contract or agreement between you (1) Your acts or omissions; or and the additional insured is governed by (2) The acts or omissions of those acting California Civil Code Section 2782 or on your behalf; 2782.05, the insurance provided to the in theperformance ofyour ongoing opera- additional insured is the lesser of that 9 g p which: tions for that additional insured; or Products– Completed Operations (1) Is allowed for the satisfaction of a de- b. p fense or indemnity obligation by Cali- "Your work" performed for that additional fornia Civil Code Section 2782 or insured and included in the "products- 2782.05 for your sole liability; or completed operations hazard", (2) You are required by contract or However, Paragraph 1. above is subject to the agreement to provide for such addi- following: tional insured. a. The insurance afforded to the additional We have no duty to defend or indemnify the insured only applies to the extent permit- additional insured under this endorsement un- ted by law; til a claim or"suit" is tendered to us. ©, Copyright,State Farm Mutual Automobile Insurance Company,2013 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. CONTINUED I 90-BP-D066-0 007702 CMP-4786.1 Page 2 of 2 2. Any insurance provided to the additional in- (3) The nature and location of any injury sured shall only apply with respect to a claim or damage arising out of the "occur- made or a 'suit" brought for damages for rence" or offense; which you are provided coverage. b. Tender the defense and indemnity of any 3. With respect to the insurance afforded to the claim or "suit" to us and to all other insur- additional insured, the following is added to ers who may have insurance potentially SECTION II — LIMITS OF INSURANCE: available to the additional insured; and If coverage provided to the additional insured c. Agree to make available any other insur- is required by contract or agreement, the most ance the additional insured has for de- we will pay on behalf of the additional insured fense or damages for which we would will be the lesser of the amount of insurance: provide coverage under SECTION II — a. Required by the contract or agreement; or LIABILITY. b. Available under the applicable Limits Of 5. With respect to the insurance afforded the ad- Insurance shown in the Declarations. ditional insured, the following replaces SEC- TION II —LIABILITY of Paragraph 7. Other This endorsement shall not increase the ap- Insurance of SECTION I AND SECTION II — plicable Limits Of Insurance shown in the COMMON POLICY CONDITIONS: Declarations. a. This insurance is primary to and will not 4. With respect to the insurance afforded to the seek contribution from any other insurance additional insured, the following is added to available to the additional insured, provided Paragraph 3. Duties In The Event Of Occur- that the additional insured is a named in- rence, Offense, Claim Or Suit of SECTION sured under such other insurance. II —GENERAL CONDITIONS: b. Regardless of any agreement between The additional insured must: you and the additional insured, this insur- ance is excess over any other insurance a. See to it that we are notified as soon as whether primary, excess, contingent or on practicable of an "occurrence" or an of- any other basis for which the additional in- fense which may result in a claim. To the sured has been added as an additional in- extent possible, notice should include: sured on other policies. (1) How, when and where the "occur- There will be no refund of premium in the event rence" or offense took place; this endorsement is cancelled. (2) The names and addresses of any in- jured persons and witnesses; and All other policy provisions apply. CMP-4786.1 ©, Copyright,State Farm Mutual Automobile Insurance Company,2013 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. DATE(MM/DD/YYYY) ACoRo® CERTIFICATE OF LIABILITY INSURANCE 11/1/2022 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 ADDITIO 4tIsISURED p ovision or b endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies m re re an endrsemen` A s �tementgn this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). L � y N. Za [.„,c-..5).,..7 PRODUCER I CONTACT AssuredPartners of Washington LLC PHONE Sarah Fish FAX _ NE Insurance Services (A/C.No,EEA): 360-626-2961 (AIC,No):360-626-2961 19687 7th Avenue NE, Ste 183, PMB#369 ADDRESS: sarah.fish@assuredpartners.com Poulsbo WA 98370 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Underwriters at Lloyd's,London 32727 INSURED TERRNOV-01 INSURER B: Terra Nova Planning & Research Inc 42635 Melanie PI Ste 101 INSURERC: Palm Desert CA 92211 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:633447399 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR' POLICY EFF POLICY EXP LIMITS LTRW INSD VD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO CLAIMS-MADE OCCUR PREMISES(EaENTED occurrence) $ MED EXP(Any one person) $ PERSONAL F.ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY JERT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE _ $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER DTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab,Claims Made ENP000201806 11/5/2022 11/5/2023 $2,000,000 Per Claim $2.000.000 Aggre Contractors Pollution Liability $2,000,000 Per Claim $2,000.000 Aggre DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is/are an Additional Insured on the Contractor's Pollution Liability when required by written contract or agreement regarding activities by or on behalf of the Named Insured.The Contractor's Pollution Liability insurance is primary insurance and any other insurance maintained by the Additional Insured shall be excess only and non-contributing with this insurance.A waiver of subrogation applies to the Contractor's Pollution Liability in favor of the Additional Insured. 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 Cathedral City 68700 Avenida Lalo Guerrero Cathedral City CA 92234 AUTHORIZED REPRESENTATIVE 4_034:01,1_%rim,. ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Effective Date: 11/5/2022 PolicyNumber: ENP0002018-06 Endorsement Number: 2 ADDITIONAL INSURED —OWNERS, LESSEES OR CONTRACTORS—SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: CONTRACTORS POLLUTION LIABILITY COVERAGE PART All other terms and conditions of this Policy remain unchanged. SCHEDULE Name of Additional Insured Person(s) Or Location(s)of Covered Operations Organization(s): Any person(s) or organization(s)where this All project locations where this endorsement is required by contract. endorsement is required by contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for Damages and Claims Expenses caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s)designated above. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to Damages or Claims Expenses occurring after: 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 CPL271 12-2016 Pagel$ 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. CPL271 12-2016 Pagele Effective Date: 11/5/2022 PolicyN umber: EN P0002018-06 Endorsement Number: 3 ADDITIONAL INSURED—OWNERS, LESSEES OR CONTRACTORS — COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: All other terms and conditions of this Policy remain unchanged. CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Location And Description Of Completed Organization(s): Operations Any person(s) or organization(s) where this All project locations where this endorsement is required by contract. endorsement is required by contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for Damages and Claims Expenses caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured. CPL275 12-2016 Pagei9 Effective Date:11/5/2022 PolicyNumber: EN P0002018-06 Endorsement Number:7 WAIVER OF SUBROGATION —CONTRACTORS POLLUTION LIABILITY AND PROFESSIONAL LIABILITY This endorsement modifies insurance to all coverages applicable to this policy and applies specifically for the entity scheduled below. All other terms and conditions of this Policy remain unchanged. SCHEDULE Name of Additional Insured Person(s)Or Organization(s): All person(s)or organization(s)where this endorsement is required by contract. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. In consideration of the premium charged for the Policy, it is hereby understood and agreed that Clause XX. SUBROGATION is deleted in its entirety and replaced with the following: XX. SUBROGATION In the event of any payment under this Insurance,the Underwriters shall be subrogated to all the Insureds' rights of recovery therefore against any person or organization, and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing to prejudice such rights. The Underwriters agree to waive its rights of recovery against any person or entity for a Claim which is covered pursuant to this Policy, but only where indemnity or contractual obligation has been provided by the Named Insured pursuant to a written contract. Any recoveries shall be applied first to subrogation expenses,second to the Named Insured to the extent of any payments in excess of the Limit of Liability,third to Damages,Cleanup Costs and Claims Expenses paid by the Underwriters, and fourth to the Deductible. Any additional amounts recovered shall be paid to the Named Insured. CPP279 12/2016 Page 53 POLICYHOLDER COPY SP STATE COMPENSATION P.O. BOX 8192, PLEASANTON, CA 94588 INSURANCE FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 09-01-2022 GROUP: POLICY NUMBER: 9066678-2022 CERTIFICATE ID: 77 CERTIFICATE EXPIRES: 09-01-2023 09-01-2022/09-01-2023 CITY OF CATHEDRAL CITY SP 68700 AVENIDA LALO GUERRERO CATHEDRAL CITY CA 92234-1208 This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. i 'AP2Z<657/7 Authorized Representative President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 09-01-2022 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. EMPLOYER TERRA NOVA PLANNING & RESEARCH,INC. SP 42635 MELANIE PL STE 101 PALM DESERT CA 92211 [P17,SK] (REV.7-2014) PRINTED : 08-25-2022