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HomeMy WebLinkAboutContract 2017 AGREEMENT FOR DESIGN PROFESSIONAL SERVICES BETWEEN THE CITY OF CATHEDRAL CITY,CALIFORNIA AND NAI CONSULTING,INC. This Agreement for Design Professional Services ("Agreement") is entered into as of June 9, 2021 ("Effective Date") by and between the City of Cathedral City, a municipal corporation ("City") and NAI Consulting, Inc.,a California Corporation("Design Professional"). City and Design Professional 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 engineering services defined and described particularly in Section 2 of this Agreement. B. Design Professional, 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. Design Professional was selected by the City on the basis of Design Professional's demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required. D. Pursuant to the City of Cathedral City's Municipal Code, City has authority to enter into this Design Professional Services Agreement and the City Manager has authority to execute this Agreement. E. The Parties desire to formalize the selection of Design Professional 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: 1. TERM OF AGREEMENT. Subject to the provisions of Section 21 "Termination of Agreement" of this Agreement,the Term of this Agreement is for two(2)years. 2. SCOPE OF SERVICES& SCHEDULE OF PERFORMANCE. Scope of Services. Design Professional 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. 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 Design Professional shall - 1 - 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 Design Professional to continue performing the Services. 3. ADDITIONAL SERVICES. Design Professional 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 27 "Administration and Implementation" or Section 29 "Amendment" of this Agreement. If and when such additional work is authorized,such additional work shall be deemed to be part of the Services. 4. ALLOWABLE COSTS AND PAYMENTS A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in the CONSULTANT's approved Cost Proposal.The specified hourly rates shall include direct salary costs,employee benefits,prevailing wages,employer payments,overhead, and fee.These rates are not adjustable for the performance period set forth in this AGREEMENT.CONSULTANT will be reimbursed within thirty(30)days upon receipt by LOCAL AGENCY'S Contract Administrator of itemized invoices in duplicate. B. In addition, CONSULTANT will be reimbursed for incurred(actual)direct costs other than salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order;less the cost estimate. A draft Task Order will identify the scope of services,expected results,project deliverables,period of performance,project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review.CONSULTANT shall return the draft Task Order within ten(10)calendar days along with a Cost Estimate,including a written estimate of the number of hours and hourly rates per staff person,any anticipated reimbursable expenses,overhead,fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. E. Task Orders may be negotiated for a lump sum(Firm Fixed Price)or for specific rates of compensation,both of which must be based on the labor and other rates set forth in CONSULTANT's approved Cost Proposal. CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to,base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULTANT is responsible for paying the appropriate rate,including escalations that take place during the term of the AGREEMENT. F. Reimbursement for transportation and subsistence costs shall not exceed State rates. G. When milestone cost estimates are included in the approved Cost Proposal,CONSULTANT shall obtain prior written approval in the form of an AGREEMENT amendment for a revised milestone - 2 - cost estimate from the Contract Administrator before exceeding such estimate. H. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred. I. CONSULTANT shall not commence performance of work or services until this AGREEMENT has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY'S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AGREEMENT. J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. K. CONSULTANT will be reimbursed within thirty(30)days upon receipt by LOCAL AGENCY'S Contract Administrator of itemized invoices in duplicate. Separate invoices itemizing all costs are required for all work performed under each Task Order. Invoices shall be submitted no later than thirty(30)calendar days after the performance of work for which CONSULTANT is billing,or upon completion of the Task Order. Invoices shall detail the work performed on each milestone,on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number,project title and Task Order number. Credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase,must be reimbursed by CONSULTANT prior to the expiration or termination of this AGREEMENT. Invoices shall be mailed to LOCAL AGENCY's Contract Administrator at the following address: John A Corella,P.E. City of Cathedral City 68700 Avenida Lalo Guerrero Cathedral City,CA 92234 L. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this AGREEMENT. M. The total amount payable by LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in the Task Order,unless authorized by amendment. N. If CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in a Task Order,no payment will be made until the deliverable has been satisfactorily completed. O. Task Orders may not be used to amend the language(or the terms)of this AGREEMENT nor to exceed the scope of work under this AGREEMENT. P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this AGREEMENT shall not exceed$200,000.00. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this AGREEMENT through Task Orders. - 3 - 5. INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Design Professional's work under this Agreement, either during performance or when completed. City shall reject or finally accept Design Professional's work within sixty(60)days after submitted to City. City shall reject work by a timely written explanation, otherwise Design Professional'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 Design Professional's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 17 "Indemnification" and Section 18"Insurance." 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 Design Professional 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 Design Professional. Upon completion,expiration or termination of this Agreement,Design Professional 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 Design Professional in the course of providing the Services pursuant to this Agreement, Design Professional'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. 7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS. For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Subconsultants,and LOCAL AGENCY shall maintain all books, documents,papers,accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT's Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations(including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the CONSUTANT, Subconsultants,and the CONSULTANT's Independent CPA,that are pertinent to the AGREEMENT for audits, examinations,workpaper review,excerpts,and transactions, and copies thereof shall be furnished if requested without limitation. 8. INDEPENDENT CONTRACTOR. Design Professional is and shall at all times remain a wholly independent contractor and not an officer,employee or agent of City. Design Professional 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 -4 - otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. The personnel performing the Services under this Agreement on behalf of Design Professional shall at all times be under Design Professional'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 Design Professional or any of Design Professional's officers, employees, or agents except as set forth in this Agreement. Design Professional shall not at any time or in any manner represent that Design Professional or any of Design Professional's officers, employees, or agents are in any manner officials, officers,employees or agents of City. Neither Design Professional,nor any of Design Professional'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. Design Professional expressly waives any claim Design Professional may have to any such rights. 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK. Design Professional 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. Design Professional 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,Design Professional shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Design Professional under this Agreement, and shall use such skill, prudence, and diligence as other members of Design Professional's profession commonly possess and exercise. 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 Design Professionals 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. Design Professional 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. 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Design Professional 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. Design Professional 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 Design Professional to comply with this section. 11. PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING A. The CONSULTANT certifies,to the best of his or her knowledge and belief,that: - 5 - 1. No State, Federal,or LOCAL AGENCY appropriated funds have been paid or will be paid,by or on behalf of the CONSULTANT,to any person for influencing or attempting to influence an officer or employee of any local,State,or Federal agency,a Member of the State Legislature or United States Congress,an officer or employee of the Legislature or Congress,or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension,continuation,renewal, amendment,or modification of this AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this AGREEMENT, the CONSULTANT shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions. B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars($10,000) and not more than one hundred thousand dollars ($100,000)for each such failure. C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier sub-agreements,which exceed one hundred thousand dollars($100,000),and that all such subrecipients shall certify and disclose accordingly. 12. PREVAILING WAGE LAWS. A. Covenant to Comply. Consultant covenants that it shall fully comply with all applicable federal and state labor laws(including,without limitation,if applicable,the Prevailing Wage Laws). For purposes of this Section 25(a) only, the term "subcontractors" shall not include suppliers, manufacturers, or distributors. Consultant further covenants that it shall take all practicable steps to ensure that its subcontractors comply with Prevailing Wage Laws if applicable to work performed by subcontractors. References to "Covered Services" hereinafter shall designate such Services as are subject to Prevailing Wage Laws. B. Payroll Records. Consultant and all subcontractors performing Covered Services shall keep an accurate payroll record, showing the name, address, social security number, job classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyperson, apprentice, or other employee. All payroll records shall be certified as being true and correct by Consultant or the subcontractors performing Covered Services keeping such records; and the payroll records shall be available for inspection at all reasonable hours at Consultant's principal office. C. Subcontracts. Any subcontract entered into as a result of this Agreement if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. 13. NONDISCRIMINATION and STATEMENT OF COMPLIANCE. A. The CONSULTANT's signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has,unless exempt,complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103. - 6 - B. During the performance of this AGREEMENT,CONSULTANT and its subconsultants shall not deny the AGREEMENT's benefits to any person on the basis of 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,or military and veteran status,nor shall they unlawfully discriminate,harass,or allow harassment against any employee or applicant for employment because of 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,or military and veteran status. CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act(Gov. Code §12990 et seq.),the applicable regulations promulgated there under(2 CCR§11000 et seq.),the provisions of Gov. Code §§11135-11139.5,and the regulations or standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990(a-f), set forth 2 CCR §§8100-8504,are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full. D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours,but in no case less than twenty-four(24)hours' notice,to such of its books,records, accounts,and all other sources of information and its facilities as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause. E. CONSULTANT and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT. G. The CONSULTANT,with regard to the work performed under this AGREEMENT,shall act in accordance with Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.).Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall,on the basis of race,color,national origin,religion,sex,age, disability,be exclude d from participation in,denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. H. The CONSULTANT shall comply with regulations relative to non-discrimination in federally- assisted programs of the U.S. Department of Transportation(49 CFR Part 21 -Effectuation of Title VI of the Civil Rights Act of 1964). Specifically,the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR§21.5,including employment practices and the selection and retention of Subconsultants. 14. DISADVANTAGED BUSINESS ENTERPRISES PARTICIPATION A. This Agreement is subject to 49 CFR, Part 26 entitled "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs". Consultants who obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated statewide overall DBE goal. - 7 - B. The goal for DBE participation for this Agreement is Q . Participation by DBE consultant or subconsultants shall be in accordance with information contained in the Consultant Proposal DBE Commitment (Exhibit 10-01), or in the Consultant Contract DBE Information (Exhibit 10-02) attached hereto in Exhibit D and incorporated as part of the Agreement. If a DBE subconsultant is unable to perform, Consultant must make a good faith effort to replace him/her with another DBE subconsultant,if the goal is not otherwise met. C. DBEs and other small businesses, as defined in 49 CFR, Part 26 are encouraged to participate in the performance of contracts financed in whole or in part with federal funds. Consultant or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. Consultant shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT-assisted agreements. Failure by Consultant to carry out these requirements is a material breach of this contract, which may result in the termination of this Agreement or such other remedy as the City deems appropriate. D. Any subcontract entered into as a result of this contract shall contain all of the provisions of this section. E. A DBE firm may be terminated only with prior written approval from the City and only for the reasons specified in 49 CFR 26.53(f). Prior to requesting City consent for the termination, Consultant must meet the procedural requirements specified in 49 CFR 26.53(0. F. A DBE performs a Commercially Useful Function(CUF) when it is responsible for execution of the work of the contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible with respect to materials and supplies used on the contract, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the, contract is commensurate with the work it is actually performing, and other relevant factors. G. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions,particularly those in which DBEs do not participate. H. If a DBE does not perform or exercise responsibility for at least thirty percent (30%)of the total cost of its contract with its own work force, or the DBE subcontracts a greater portion of the work of the contract than would be expected on the basis of normal industry practice for the type of work involved,it will be presumed that it is not performing a CUF. I. Consultant shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. - 8 - J. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the form entitled, "Final Report-Utilization of Disadvantaged Business Enterprise (DBE), First-Tier Subconsultants" CEM-2402F [Exhibit 17-F, of the LAPM], certified correct by Consultant or Consultant's authorized representative and shall be furnished to the Contract Administrator with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted.The amount will be returned to Consultant when a satisfactory "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subconsultants"is submitted to the Contract Administrator. K. If a DBE subconsultant is decertified during the life of the Agreement, the decertified subconsultant shall notify Consultant in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the Agreement,the subconsultant shall notify Consultant in writing with the date of certification. Any changes should be reported to the City's Contract Administrator within 30 days. 15. COST PRINCIPLES (a) Notwithstanding any other provision of this Agreement, Consultant agrees that the Contract Cost Principles and Procedures set forth in 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the allowability of cost individual items. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR Part 200, Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards. (b) Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to repayment by the CONSULTANT to LOCAL AGENCY. (c) In providing the services under this Agreement,Consultant agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. (d) Consultant acknowledges that payments made by City to Consultant under this Agreement are subject to audit by the California Department of Transportation ("Caltrans") and/or the federal government. The Consultant agrees to adhere to the Accounting and Auditing Guidelines for contracts with Caltrans available at dot.ca.gov, as well as the federal guidelines set forth herein. Any cost for which payment has been made to Consultant that is determined by a subsequent audit to be unallowable under 49 CFR, Part 18, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., or under Caltrans auditing principals is subject to repayment by Consultant to the City. In such case, the City shall provide Consultant with a copy of the audit findings and Consultant shall make the payment within ten days of City's request. 16. CONFLICTS OF INTEREST. Design Professional 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 Design Professional's performance of the Services. Design Professional 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.Design Professional 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. - 9 - City may determine that Design Professional 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, Design Professional 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. City understands and acknowledges that Design Professional 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. Design Professional 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. City understands and acknowledges that Design Professional 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. 17. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. All information gained or work product produced by Design Professional in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Design Professional. Design Professional 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. Design Professional, 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 Design Professional gives City notice of such court order or subpoena. If Design Professional, or any officer, employee, agent or subcontractor of Design Professional, provides any information or work product in violation of this Agreement,then City shall have the right to reimbursement and indemnity from Design Professional for any damages, costs and fees, including attorney's fees,caused by or incurred as a result of Design Professional's conduct. Design Professional shall promptly notify City should Design Professional,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 Design Professional or be present at any deposition, hearing or similar proceeding. Design Professional agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Design Professional. However,this right to review any such response does not imply or mean the right by City to control,direct,or rewrite said response. 18. INDEMNIFICATION. Indemnification by Design Professional. As provided under Civil Code Section 2782.8, Design Professional shall indemnify, protect, defend and hold harmless City and any and all of its officials, - 10 - employees and agents("Indemnified Parties")from and against any and all claims.actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, liabilities, damages,costs and expenses,including attorney's fees and costs,(collectively"Claims")to the extent same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Design Professional, its officers, agents, employees or sub-consultants (or any entity or individual that Design Professional shall bear the legal liability thereof) in the performance of professional services under this Agreement, with the understanding that in the event Claims are found by the trier of fact to have been caused by the joint or concurrent negligence of the City and its contractors and Design Professionals, and Design Professional, damages and expenses from both indemnity and duty to defend obligations shall be borne by each party in proportion to its negligence. Indemnification from Subcontractors. Design Professional agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub- consultant, subcontractor or any other person or entity involved by, for, with or on behalf of Design Professional in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Design Professional fails to obtain such indemnity obligations from others as required here, Design Professional 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 Design Professional and shall survive the termination of this Agreement or this section. 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. 19. INSURANCE. Design Professional 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. Design Professional agrees to provide City with copies of required policies upon request. 20. ASSIGNMENT. The expertise and experience of Design Professional 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 Design Professional under this Agreement. In recognition of that interest, Design Professional shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Design Professional'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 21 "Termination of Agreement." City acknowledges, however, that Design Professional, in the performance of its duties pursuant to this Agreement,may utilize subcontractors. 21. CONTINUITY OF PERSONNEL. Design Professional shall make every reasonable effort to maintain the stability and continuity of Design Professional's staff and subcontractors, if any, assigned to perform the Services. Design - 11 - Professional shall notify City of any changes in Design Professional's staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance. 22. TERMINATION OF AGREEMENT. City may terminate this Agreement, with or without cause, at any time by giving thirty(30) days written notice of termination to Design Professional. In the event such notice is given,Design Professional shall cease immediately all work in progress. Design Professional may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. If either Design Professional or City fail to perform any material obligation under this Agreement, then,in addition to any other remedies, either Design Professional, or City may terminate this Agreement immediately upon written notice. Upon termination of this Agreement by either Design Professional or City, all property belonging exclusively to City which is in Design Professional's possession shall be returned to City. Design Professional shall furnish to City a final invoice for work performed and expenses incurred by Design Professional,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. 23. DEFAULT. In the event that Design Professional is in default under the terms of this Agreement,the City shall not have any obligation or duty to continue compensating Design Professional for any work performed after the date of default. Instead,the City may give notice to Design Professional of the default and the reasons for the default. The notice shall include the timeframe in which Design Professional 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 Design Professional 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 Design Professional 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 Design Professional'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. 24. EXCUSABLE DELAYS. Design Professional 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 Design Professional. 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. 25. 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 Design - 12 - Professional in every reasonable way to facilitate,without undue delay,the Services to be performed under this Agreement. 26. 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 Design Professional: NIAr Canso L f s „SirG Ati-n: LLo AJ,ckirson15.-, PruesidCrrt G8wsrid ,ham 2d C,64.4-hrdrm-1 t i y, GA 9tL3y 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. 27. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Design Professional represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Design Professional to the performance of its obligations hereunder. 28. 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. 29. BINDING EFFECT. This Agreement shall be binding upon the heirs,executors,administrators, successors and assigns of the Parties. 30. AMENDMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Design Professional 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. - 13 - 31. 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 Design Professional shall not constitute a waiver of any of the provisions of this Agreement. 32. 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. 33. 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. 34. 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 Design Professional 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. 35. 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). 36. 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. - 14 - IN WITNESS WHEREOF,the Parties hereto have executed this Agreement on the date and year first-above written. CITY OF CATHEDRAL CITY NAI CONSULTING,INC. Charles P.McClendon By:L Loy /G/L a rson)Sr City Manager Its: Preside,,.* ATTEST: By: Its: Tracey R. inez City Clerk APPROVED AS TO FO Eric S.Vail City Attorney NOTE: DESIGN PROFESSIONAL'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 DESIGN PROFESSIONAL'S BUSINESS ENTITY. - 15 - 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 r STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) �l o On 5i \-\ \* , 2021 ,before me,, l'C' r �(I c \` e, Date Li z)nyr Title of fficer(e.gTane Doe,Notary `b'lii�") personally appeared . IC- vIV ` ,�c , Name of Signer(s) who proved to me the basis of satisfactory evidence to be the person whose name\, ; - bscribed to the within inst ent anc acknowledged to that he e,_- uted the same i his authorized capacity and that b 1 • signature on e '.^ Jesse Mason instrument the person or the entity upon behalf of which the person COMM.#2269295 W acted,executed the instrument. = a 9 NOTARY PUBLIC-CALIFORNIA 1 k, ' RIVERSIDE COUNTY I certifyunder PENALTY OF PERJURY under the laws of the State of My Comm.Expires December 2,20221 California that the foregoing paragra oh i• true an 4 . - -Ct. Alaa111g4 mini 0lt Ai o 1 otary ' •� OP IONAL Though this section is optional,completing this information can deter alterna '.n of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) DESC ' PTION 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. EXHIBIT "A" SCOPE OF SERVICES The Consultant is expected to provide weekly engineering support on or off site,as determined by the Director of Engineering/Public Works.The anticipated length of the contract is two years. Typical services to be provided include,but are not limited to,the following: a. Prepare for City signatures any necessary documents,and coordinate with various City Departments to acquire and maintain funding and approvals. b. Perform plan reviews of grading,erosion control,street,storm drain,sanitary sewer,and water improvement plans along with hydrology studies, SWPPPs,and WQMPs prepared by outside design firms and City Engineering Department staff. C. Assist in the preparation of formal and informal requests for proposals for design and/or construction projects and summarize proposals received. d. Monitor and report on project status,budget vs.actual expenditures,and contract time vs. actual time. e. Provide design and construction services for minor Capital Improvement Projects. f. Prepare and track project schedules. g. Prepare correspondence,reports,and memoranda necessary to administer projects. h. Assist with issues associated with the Coachella Valley Transportation Uniform Mitigation Fee(TUMF)Program. i. Other duties as assigned by the Director of Engineering/Public Works. A-1 EXHIBIT "B" COMPENSATION (See attached rates of compensation.) B-1 Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal EXHIBIT 10-112 COST PROPOSAL Page I of4 SPECIFIC RATE OF COMPENSATION(USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Note:Mark-ups are Not Allowed Consultant NAI Consulting ®Prime Consultant 0 Subconsultant ❑2nd Tier Subconsultant Project No._Various Contract No. TBD _ Participation Amount$ 400,000 __. Date May 11,2021 For Combined Rate Fringe Benefit(0)% i General&Administrative(144)% = Combined ICR (144)% OR For Home Office Rate Fringe Benefit% + General&Administrative% = Home Office ICR% For Field Office Rate Fringe Benefit% + General&Administrative% = Field Office ICR% Fee = 10% BILLING INFORMATION CALCULATION INFORMATION Name/Job Title/Classification' Hourly Billing Rates' Effective Date of Hourly Rate Actual or Avg. %or S Hourly Range- Straight' OT(1.5x) OT(2x) From To Hourly Rate Increase for Classifications Only Nick Nickerson $195.00 N/A N/A 01/01/2021 12/31/2021 $72.12 Not Applicable President $200.00 01/01/2022 12/312022 3.0% Senior Project Manager $205.00 01/01/2023 12/31/2023 3.0% Josh Nickerson S162.00 N/A N/A 01/01/2021 12/312021 $60.10 Not Applicable Project Manager $167.00 01/012022 12/312022 3.0% $172.00 01/01/2023 12/312023 3.0% Lorissa Gruehl $162.00 N/A N/A 01/01/2021 12/312021 $60.10 Not Applicable Principal Civil Engineer $167.00 01/01/2022 12/31/2022 3.0% $172.00 01/012023 12/312023 3.0% Alex Klan $117.00 N/A N/A 01/01/2021 12/312021 $43.27 Not Applicable Assistant Project Manager $120.00 01/01/2022 12/31/2022 3.0% $124.00 01/01/2023 12/31/2023 3.0% Jose Cortez $84.00 S126.00 S168.00 01/01/2021 12/31/2021 $31.25 Not Applicable Assistant Engineer $87.00 $130.00 $174.00 01/01/2022 12/312022 3.0% $89.00 $134.00 $178.00 01/01/2023 12/31/2023 3.0% Page 1 of 4 January 2020 Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal Erika Sinohuiz $68.00 SI02.00 S136.00 01/01/2021 12/31/2021 $25.00 Not Applicable Project Support $70.00 S105.00 $140.00 01/01/2022 12/31/2022 3.0% S72.00 $108.00 $144.00 01/01/2023 12/31/2023 3.0% Associate Project Manager $136.00 N/A N/A 01/01/2021 12/312021 $50.48 $48.00-$55.00 $140.00 01/01/2022 12/31/2022 3.0% $144.00 01/01/2023 12/312023 3.0% Associate Engineer $97.00 $146.00 S194.00 01/01/2021 12/31/2021 S36.06 $33.00-S40.00 $100,00 $150.00 $200.00 01/01/2022 12/31/2022 3.0% $103.00 $154.00 $206.00 01/01/2023 12/31/2023 3.0% Administrative Assistant $62.00 S93.00 $124.00 01/01/2021 12/31/2021 $23.00 $20.00-$25.00 $64.00 $96.00 $128.00 01/01/2022 12/31/2022 3.0% $66.00 $99.00 $132.00 01/01/2023 12/312023 3.0% (Add pages as necessary) NOTES: I. Key personnel must be marked with an asterisk(")and employees that are subject to prevailing wage requirements must be marked with two asterisks("").AII costs must comply with the Federal cost principles.Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. 3. Billing rate=actual hourly rate•(1-JCR)*(1+Fee). Indirect cost rates shall be updated on an annual basis in accordance with the consultant's annual accounting period and established by a cognizant agency or accepted by Caltrans.All costs must comply with the Federal cost principles for reimbursement. 4. For named employees and key personnel enter the actual hourly rate. For classifications only,enter the Average Hourly Rate for that classification. Page 2 of 4 January 2020 Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal EXHIBIT 1 O-H2 COST PROPOSAL Page 3 of SPECIFIC RATE OF COMPENSATION(USE FOR ON-CALL OR AS-NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Consultant NAI Consulting ®Prime Consultant ❑Subconsultant Project No. Various Contract No. TBD Date May 11.2021 - - -- Q . __( additional pages asnecessary) Description SCHEDULE ItemF OTHER DIRECT COSTn ITEMS nit Add Unit Cost Total Actual e* At Actual Re o a hies* +$ At Actual Travel>50 Miles** l $ At Actual Permits/Fees* $ At Actual Additional Insurance* $ At Actual Subconsultant 1: $ Subconsultant 2: $ Subconsultant 3: $ Subconsultant 4: $ Subconsultant 5: $ -Billed at Direct Cost "•-Travel Lcss than 50 miles will not be billed. Travel over 50 miles will be billed at the federal standard mileage rate. Note:Add additional pages if necessary. NOTES: 1. List other direct cost items with estimated costs.These costs should be competitive in their respective industries and supported with appropriate documentation. 2. Proposed ODC items should be consistently billed regardless of client and contract type. 3. Items when incurred for the same purpose,in like circumstance,should not be included in any indirect cost pool or in the overhead rate. 4. Items such as special tooling,will be reimbursed at actual cost with supporting documentation(invoice). 5. Items listed above that would be considered"tools of the trade"are not reimbursable as other direct cost. 6. Travel related costs should be pre-approved by the contracting agency and shall not exceed current State Department of Personnel Administration rules. 7. if mileage is claimed,the rate should be properly supported by the consultant's calculation of their actual costs for company vehicles.In addition,the miles claimed should be supported by mileage logs. 8. If a consultant proposes rental costs for a vehicle,the company must demonstrate that this is its standard procedure for all of their contracts and that they do not own any vehicles that could be used for the same purpose. 9. The cost proposal format shall not be amended.All costs must comply with the Federal cost principles. 10. Add additional pages if necessary. 11. Subconsultants must provide their own cost proposals. Page 3 of 4 January 2020 Local Assistance Procedures Manual EXHBIT 10-H3 Cost Proposal EXHIBIT 10-112 COST PROPOSAL Page 4 of 4 Certification of Direct Costs: I,the undersigned,certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s)in this contract are actual,reasonable,allowable,and allocable to the contract in accordance with the contract terms and the following requirements: 1. Generally Accepted Accounting Principles(GAAP) 2. Terms and conditions of the contract 3. Title 23 United States Code Section 112 -Letting of Contracts 4. 48 Code of Federal Regulations Part 31 -Contract Cost Principles and Procedures 5. 23 Code of Federal Regulations Part 172 -Procurement,Management,and Administration of Engineering and Design Related Service 6. 48 Code of Federal Regulations Part 9904-Cost Accounting Standards Board(when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsultant Certifvine: Name: Lorissa Gruehl Title *: Vice President Signature :O .54 a // c. Date of Certification(mm/dd/yyyy): 0 5/11/2021 Email: lgruehlnaiconsulting;com Phone Number: (760)323-5344 Address: 68955 Adelina Road.Cathedral City.CA 92234 *An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer,or equivalent,who has authority to represent the financial information utilized to establish the cost proposal for the contract. List services the consultant is providing under the proposed contract: Project Management Grant Administration Page 4 of 4 January 2020 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. 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. B-2 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. 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 sub- contractor 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 B-3 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. B-4 NAICONS-01 TDELGADO ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYV) 7/6/2021 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 License#0757776 CONTACTE Tona Delgado HUB International Insurance Services Inc. (A/C, o,Eat):(760)360-4700 4251 I jFAX A ,No):(760)360-0717 75030 Gerald Ford Drive Suite 201 E-M iIESS:tona.delgado@hubinternational.com Palm Desert,CA 92211 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Continental Casualty Company 20443 INSURED INSURER B:Ohio Security Insurance Company 24082 NAI Consulting,Inc. INSURER c:Preferred Employers Insurance Company 10900 68955 Adelina Road INSURER D:Hanover Insurance Company 22292 Cathedral City,CA 92234 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR VWD (MM/DD/YYYY1 (MMIDD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR B 4017307305 2/28/2021 2/28/2022 DAMAGE TO RENTED 300,000 • X X PREMISES(Ea ocwrrence) $ MED EXP(Any one person) $ 10,000 PERSONAL 8 ADV INJURY $ 2,000,000 GEN'L AGGREGATE RT LIMITp�APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY X JEC LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: BLKT ADDL INSUR $ Included B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) X ANY AUTO X X BAS57443277 11/20/2020 11/20/2021 BODILYINJURY(Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS WN D BODILY INJURY(Per accident) $ X AUTOS ONLY X AUTOS ONLY (Per a dent)AMAGE UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB ~ CLAIMS-MADE AGGREGATE $ DED RETENTIONS $ C WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N X WKN133867-15 6/1/2021 6/1/2022 1,000,000 FFICER/ri EMBER EXCLUDED? T N/A E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Professional Liab. LH3890054610 11/1/2019 11/1/2021 Each Claim 2,000,000 D Professional Liab. LH3890054610 11/1/2019 11/1/2021 Aggregate 4,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Cathedral City,its respective elected and appointed officers,officials and employees and volunteers are named as additional insured per attached for general liability and auto liability per attached forms.The general liability is primary and non contributory per attached. Waiver of subrogation applies to auto,general liability and workers compensation per attached forms. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Cathedral CityTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn:City Manager 68700 Avenida Lalo Guerrero Cathedral City,CA 92234 AUTHORIZED REPRESENTATIVE 144- 4/4/.L_ ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO CA 88 10 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT,AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED 22 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE - BROADENED COVERAGE 10 GLASS REPAIR - WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN / LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 20 SECTION II- LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture,of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar insurance or a self-insured retention plan available to that organization; © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 7 r (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorse- ment is excess over any other insurance available to any "employee". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT,AGREEMENT OR PERMIT SECTION Il - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority,to add such person,or organization,or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract,agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para- graphs (2) and(4)are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earn- ings up to$500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law,fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II - LIABILITY, exclusion B.5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III- PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own,then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of$1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V- DEFINITIONS is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is dis- abled: a. For private passenger type vehicles,we will pay up to$50 per disablement. b. For "light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight(GVW)of 10,000 pounds or less. c. For "medium trucks" , we will pay up to$150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight(GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE-ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III - PHYSICAL DAMAGE COVERAGE, is amend- ed to provide a limit of$50 per day and a maximum limit of$1,500 (0 2013 Liberty Mutual Insurance CA 88 10 01 13 includes copyrighted material of Insurance Services Office,Inc.,with its permission, Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III- PHYSICAL DAMAGE COVERAGE,A.COVERAGE, is amended by adding the following: a. We will pay up to$75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos" avail- able for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE- BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE,A.COVERAGE,we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is$1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V- DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the follow- ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other cov- erage or warranty. 13. AUDIO,VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION ill - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclu- sions 4.c.and 4.d. is deleted and replaced with the following: 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc..with its permission. Page 4 of 7 Exclusion 4.c.and 4.d.do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss"and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 14. LOAN/LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION Ill - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss", b. Financial penalties imposed under a lease due to high mileage, excessive use or ab- normal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto", i. Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the"loss". This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral,or lease written on the covered "auto" that incurred the loss. C. SECTION V- DEFINTIONS is changed by adding the following: As used in this endorsement provision,the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan,thereby requiring a large final payment. © 2013 Liberty Mutual Insurance CA 8810 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 7 r 15. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident,the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller(or smallest)deductible; or c. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest)deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV-BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery,and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT,CLAIM,SUIT,OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 7 To the extent possible, notice to us should include: • (1) How,when and where the "accident" or "loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less,the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V-DEFINITIONS is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V- DEFINTIONS,definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock,fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A. - CANCELLATION condition applies except as fol- lows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancella- tion. © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 7 CNA SB-146932-E (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED—BLANKET VENDORS own acts or omission or those of its employees or anyone else acting on its WHO IS AN INSURED is amended to include as an behalf. However, this exclusion does not additional insured any person or organization (referred apply to: to below as vendor) with whom you agreed, because of a written contract or agreement to provide (1) The exceptions contained in insurance, but only with respect to "bodily injury" or Subparagraphs d.or f.;or "property damage"arising out of"your products"which (2) Such inspections, adjustments, tests or are distributed or sold in the regular course of the servicing as the vendor has agreed to vendor's business, subject to the following additional make or normally undertakes to make in exclusions: the usual course of business, in 1. The insurance afforded the vendor does not apply connection with the distribution or sale of to: the products. a. "Bodily injury" or"property damage" for which 2. This insurance does not apply to any insured the vendor is obligated to pay damages by person or organization, from whom you have reason of the assumption of liability in a acquired such products, or any ingredient, part or contract or agreement. This exclusion does container, entering into, accompanying or not apply to liability for damages that the containing such products. vendor would have in the absence of the 3. This provision 2. does not apply to any vendor contract or agreement; included as an insured by an endorsement issued b. Any express warranty unauthorized by you; by us and made a part of this Policy. c. Any physical or chemical change in the 4. This provision 2. does not apply if"bodily injury"or product made intentionally by the vendor; "property damage" included within the "products- completed operations hazard" is excluded either d. Repackaging, except when unpacked solely by the provisions of the Policy or by endorsement. for the purpose of inspection, demonstration, testing, or the substitution of parts under 2. MISCELLANEOUS ADDITIONAL INSUREDS instructions from the manufacturer, and then WHO IS AN INSURED is amended to include as an repackaged in the original container; insured any person or organization (called additional e. Any failure to make such inspections, insured) described in paragraphs 2.a. through 2.h. adjustments, tests or servicing as the vendor below whom you are required to add as an additional has agreed to make or normally undertakes to insured on this policy under a written contract or make in the usual course of business, in agreement but the written contract or agreement must connection with the distribution or sale of the be: products; 1. Currently in effect or becoming effective during the f. Demonstration, installation, servicing or repair term of this policy; and operations, except such operations performed 2. Executed prior to the "bodily injury," "property at the vendor's premises in connection with damage"or"personal and advertising injury,"but the sale of the product; Only the following persons or organizations are g. Products which, after distribution or sale by additional insureds under this endorsement and you, have been labeled or relabeled or used coverage provided to such additional insureds is as a container, part or ingredient of any other limited as provided herein: thing or substance by or for the vendor; or a. Additional Insured—Your Work h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its That person or organization for whom you do work is an additional insured solely for liability SB-146932-E Page 1 of 5 (Ed.06/11) CNA SB-146932-E (Ed. 06/11) due to your negligence specifically resulting This insurance does not apply to "bodily from your work for the additional insured injury," "property damage" or "personal and which is the subject of the written contract or advertising injury' arising out of operations written agreement. No coverage applies to performed for the state or municipality. liability resulting from the sole negligence of c. ControllingInterest the additional insured. The insurance provided to the additional Any persons or organizations with a insured is limited as follows: controlling interest in you but only with respect to their liability arising out of: (1) The Limits of Insurance applicable to the (1) Their financial control of you;or additional insured are those specified in the written contract or written agreement (2) Premises they own, maintain or control or in the Declarations of this policy, while you lease or occupy these whichever is less. These Limits of premises. Insurance are inclusive of, and not in addition to, the Limits of Insurance shown This insurance does not apply to structural in the Declarations. alterations, new construction and demolition operations performed by or for such additional (2) The coverage provided to the additional insured. insured by this endorsement and paragraph F.9. of the definition of"insured d. Managers or Lessors of Premises contract" under Liability and Medical A manager or lessor of premises but only with Expenses Definitions do not apply to respect to liability arising out of the ownership, "bodily injury" or "property damage" maintenance or use of that specific part of the arising out of the "products-completed premises leased to you and subject to the operations hazard"unless required by the following additional exclusions: written contract or written agreement. This insurance does not apply to: (3) The insurance provided to the additional insured does not apply to "bodily injury," (1) Any "occurrence" which takes place after "property damage," or "personal and you cease to be a tenant in that premises; advertising injury" arising out of the or rendering or failure to render any (2) Structural alterations, new construction or professional services. demolition operations performed by or on b. State or Political Subdivisions behalf of such additional insured. A state or political subdivision subject to the e. Mortgagee,Assignee or Receiver 7. following provisions: A mortgagee, assignee or receiver but only (1) This insurance applies only with respect with respect to their liability as mortgagee, to the following hazards for which the assignee, or receiver and arising out of the E state or political subdivision has issued a ownership, maintenance,or use of a premises s permit in connection with premises you by you. own, rent, or control and to which this This insurance does not apply to structural insurance applies: alterations, new construction or demolition (a) The existence, maintenance, repair, operations performed by or for such additional construction, erection, or removal of insured. =MINIMadvertising signs, awnings, canopies, f. Owners/Other Interests—Land is Leased cellar entrances, coal holes, driveways, manholes, marquees. An owner or other interest from whom land hoistaway openings, sidewalk vaults, has been leased by you but only with respect street banners, or decorations and to liability arising out of the ownership, S similar exposures; or maintenance or use of that specific part of the land leased to you and subject to the following (b) The construction, erection, or additional exclusions: removal of elevators; or = (2) This insurance applies only with respect This insurance does not apply to: to operations performed by you or on your (1) Any "occurrence" which takes place behalf for which the state or political after you cease to lease that land; or subdivision has issued a permit. SB-146932-E Page 2 of 5 (Ed.06/11) CNA SB-146932-E (Ed. 06/11) (2) Structural alterations, new Damage To Property, is replaced by the construction or demolition operations following: performed by or on behalf of such k. Damage To Pro ert additional insured. g p Y g. Co-owner of Insured Premises "Property damage"to: A co-owner of a premises co-owned by you 1• Property you own, rent or occupy, and covered under this insurance but only including any costs or expenses with respect to the co-owners liability as co- incurred by you, or any other person, owner of such premises. organization or entity, for repair, replacement, enhancement, h. Lessor of Equipment restoration or maintenance of such Any person or organization from whom you property for any reason, including lease equipment. Such person or organization prevention of injury to a person or are insureds only with respect to their liability damage to another's property; arising out of the maintenance, operation or 2. Premises you sell, give away or use by you of equipment leased to you by abandon, if the "property damage" such person or organization. A person's or arises out of any part of those organization's status as an insured under this premises; endorsement ends when their written contract 3. Property loaned to you; or agreement with you for such leased equipment ends. 4. Personal property in the care, With respect to the insurance afforded these custody or control of the insured; additional insureds, the following additional 5. That particular part of any real exclusions apply: property on which you or any This insurance does not apply: contractors or subcontractors working directly or indirectly in your behalf are (1) To any "occurrence" which takes place performing operations,if the"property after the equipment lease expires;or damage" arises out of those (2) To "bodily injury," "property damage" or operations;or "personal and advertising injury' arising 6. That particular part of any property out of the sole negligence of such that must be restored, repaired or additional insured. replaced because "your work" was Any insurance provided to an additional insured incorrectly performed on it. designated under paragraphs b. through h. above Paragraph 2 of this exclusion does not does not apply to "bodily injury" or "property apply if the premises are "your work" and damage" included within the "products-completed were never occupied, rented or held for operations hazard." rental by you. 3. The following is added to Paragraph H. of the Paragraphs 1, 3, and 4, of this exclusion BUSINESSOWNERS COMMON POLICY do not apply to "property damage" (other CONDITIONS: than damage by fire or explosion) to H. Other Insurance premises: 4. This insurance is excess over any other (1) rented to you: insurance naming the additional insured (2) temporarily occupied by you with the as an insured whether primary, excess, permission of the owner,or contingent or on any other basis unless a (3) to the contents of premises rented to written contract or written agreement you for a period of 7 or fewer specifically requires that this insurance be consecutive days. either primary or primary and A separate limit of insurance applies to noncontributing. Damage To Premises Rented To You as 4. LEGAL LIABILITY—DAMAGE TO PREMISES described in Section D — Liability and Medical Expenses Limits of Insurance. A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. SB-146932-E Page 3 of 5 (Ed.06/11) CNA SB-146932-E (Ed. 06/11) Paragraphs 3, 4, 5, and 6 of this (2) Any partner, if you or an additional exclusion do not apply to liability insured is a partnership; assumed under a sidetrack agreement. (3) Any manager, if you or an additional Paragraph 6 of this exclusion does not insured is a limited liability company; apply to "property damage" included in (4) Any "executive officer" or insurance the "products-completed operations hazard." manager, if you or an additional insured is a corporation; B. Under B. Exclusions, 1. Applicable to (5) Anytrustee, if Business Liability Coverage, the last you or an additional paragraph of 2. Exclusions is deleted and insured is a trust; or replaced by the following: (6) Any elected or appointed official, if you or Exclusions c, d, e,f, g, h, I, k, I, m, n, and o, an additional insured is a political do not apply to damage by fire to premises subdivision or public entity. while rented to you or temporarily occupied by This paragraph e. applies separately to you you with permission of the owner or to the and any additional insured. contents of premises rented to you for a period of 7 or fewer consecutive days. A 7. Bodily Injury separate limit of insurance applies to this Section F. Liability and Medical Expenses coverage as described in Section D. Liability Definitions, item 3. "Bodily Injury" is deleted and And Medical Expenses Limits Of replaced with the following: Insurance. "Bodily injury" means bodily injury, sickness or C. The first Paragraph under item 5. Damage To disease sustained by a person, including death, Premises Rented To You Limit of Section humiliation, shock, mental anguish or mental D. Liability And Medical Expenses Limits injury by that person at any time which results as Of Insurance is replaced by the following: a consequence of the bodily injury, sickness or The most we will pay under Business Liability disease. for damages because of"property damage" 8. Expanded Personal and Advertising Injury to any one premises, while rented to you, or Definition temporarily occupied by you, with the permission of the owner, including contents of a. The following is added to Section F. Liability such premises rented to you for a period of 7 and Medical Expenses Definitions, item 14. or fewer consecutive days, is the Damage to Personal and Advertising Injury, in the Premises Rented to You limit shown in the Businessowners General Liability a Declaration. Coverage Form: r7 A' 5. Blanket Waiver of Subrogation h. Discrimination or humiliation that results in c injury to the feelings or reputation of a natural We waive any right of recovery we may have person, but only if such discrimination or g against: humiliation is: 8 a. Any person or organization with whom you 1. Not done intentionally by or at the have a written contract that requires such a direction of: waiver. a. The insured; or 6. Broad Knowledge of Occurrence b. Any "executive officer," director, The following items are added to E. stockholder, partner, member or Businessowners General Liability Conditions in the Businessowners Liability Coverage manager (if you are a limited liability company)of the insured; and — Form: 2. Not directly or indirectly related to the IMIE e. Paragraphs a. and b. apply to you or to any employment, prospective employment, additional insured only when such past employment or termination of "occurrence," offense, claim or"suit"is known employment of any person or person by to: any insured. (1) You or any additional insured that is an b. The following is added to Exclusions, Section individual; B.: SB-146932-E Page 4 of 5 (Ed.06/11) ��A SB-146932-E (Ed. 06/11) (15)Discrimination Relating to Room, Personal and Advertising Injury Liability is Dwelling or Premises excluded either by the provisions of the Policy Caused by discrimination directly or or by endorsement. indirectly related to the sale, rental, lease 9. Personal and Advertising Injury Re-defined or sub-lease or prospective sale, rental, Section F. Liability and Medical Expenses lease or sub-lease of any room, dwelling or premises by or at the direction of any Definitions, item 14, Personal Advertising Injury, insured. Paragraph c. is replaced by the following: (16)Fines or Penalties c. The wrongful eviction from, wrongful entry into, or invasion of the right of private Fines or penalties levied or imposed by a occupancy of a room dwelling or premises governmental entity because of that a person or organization occupies discrimination. committed by or on behalf of its owner, c. This provision (Expanded Personal and landlord or lessor. Advertising Injury) does not apply if SB-146932-E Page 5 of 5 (Ed.06/11) CNA SB-146968-A (Ed. 01/06) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. WHO IS AN INSURED (Section C.) of the 4. The insurance provided to the additional insured Businessowners Liability Coverage Form is amended does not apply to "bodily injury," "property to include as an insured any person or organization damage,""personal and advertising injury" arising whom you are required to add as an additional insured out of an architects, engineer's, or surveyor's on this policy under a written contract or written rendering of or failure to render any professional agreement; but the written contract or written services including: agreement must be: a. The preparing, approving, or failing to prepare 1. Currently in effect or becoming effective during the or approve maps, shop drawings, opinions; term of this policy; and reports, surveys, field orders; change orders 2. Executed prior to the "bodily injury," "property or drawings and specifications by any damage,"or"personal and advertising injury." architect, engineer or surveyor performing services on a project of which you serve as B. The insurance provided to the additional insured is construction manager; or limited as follows: b. Inspection, supervision, quality control, 1. That person or organization is an additional engineering or architectural services done by insured solely for liability due to your negligence you on a project of which you serve as specifically resulting from "your work" for the construction manager. additional insured which is the subject of the 5. This insurance does not apply to "bodily injury," written contract or written agreement. No "property damage," or "personal and advertising coverage applies to liability resulting from the sole injury"arising out of: negligence of the additional insured. a. The construction or demolition work while you 2. The Limits of Insurance applicable to the are acting as a construction or demolition additional insured are those specified in the contractor. This exclusion does not apply to written contract or written agreement or in the work done for or by you at your premises. Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not C. BUSINESSOWNERS GENERAL LIABILITY in addition to, the Limits of Insurance shown in the CONDITIONS— Duties In The Event of Occurrence, Declarations. Offense, Claim or Suit (Section E.2.) of the 3. The coverage provided to the additional insured Businessowners Liability Coverage Form is amended to add the following: within this endorsement and section titled LIABILITY AND MEDICAL EXPENSE An additional insured under this endorsement will as DEFINITIONS — "Insured Contract" (Section soon as practicable: F.9.)within the Businessowners Liability Coverage 1. Give written notice of an occurrence or an offense Form, does not apply to"bodily injury"or"property damage" arising out of the "products-completed to us which may result in a claim or "suit" under operations hazard" unless required by the written this insurance; contract or written agreement. SB-146968-A Page 1 of 2 (Ed. 01/06) SB-146968-A (Ed. 01/06) 2. Tender the defense and indemnity of any claim or against that "suit" If no other insurer defends, we "suit" to us for a loss we cover under this will undertake to do so, but we will be entitled to Coverage Part; the additional insureds rights against all those 3. Tender the defense and indemnity of any claim or other insurers. "suit" to any other insurer which also has When this insurance is excess over other insurance for a loss we cover under this Coverage insurance, we will pay only our share of the Part; and amount of the loss, if any, that exceeds the sum 4. Agree to make available any other insurance of: which the additional insured has for a loss we (a) The total amount that all such other insurance cover under this Coverage Part. would pay for the loss in the absence of this We have no duty to defend or indemnify an additional insurance; and insured under this endorsement until we receive (b) The total of all deductible and self-insured written notice of a claim or "suit" from the additional amounts under all that other insurance. insured. We will share the remaining loss, if any, with any D. OTHER INSURANCE (Section H. 2. & 3.) of the other insurance that is not described in this Businessowners Common Policy Conditions are Excess Insurance provision and was not bought deleted and replaced with the following: specifically to apply in excess of the Limits of 2. This insurance is excess over any other insurance Insurance shown in the Declarations of this Coverage Part. naming the additional insured as an insured whether primary, excess, contingent or on any E. TRANSFER OF RIGHTS OF RECOVERY AGAINST other basis unless a written contract or written OTHERS TO US (Section K.2.) of the agreement specifically requires that this insurance Businessowners Common Policy Conditions is deleted be either primary or primary and noncontributing and replaced with the following: to the additional insureds own coverage. This 2. We waive any right of recovery we may have insurance is excess over any other insurance to which the additional insured has been added as against any person or organization against whom you an additional insured by endorsement. have agreed to waive such right of recovery in a written contract or agreement because of payments 3. When this insurance is excess, we will have no we make for injury or damage arising out of your duty under Coverages A or B to defend the ongoing operations or "your work" done under a additional insured against any "suit" if any other contract with that person or organization and included insurer has a duty to defend the additional insured within the"products-completed operations hazard." EOM pO S Ti SB-146968-A Page 2 of 2 (Ed. 01/06) CNA CNAB(09-14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H. Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. CNA80103XX(09-14) Page 1 of 1 Copyright,CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission Workers Compensation and Employers Liability Preferred Employers Insurance Policy INSURANCE C OM P A NN Y 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 determined by multiplying the California workers' compensation premium due on such remuneration by the factor 0.050 Schedule Person or Organization Job Description The City of Cathedral City Re: On Call Engineering Its respective elected and Support Services appointed officers, officials, employee and agents 68-700 Avenida Lalo Guerrero Cathedral City Ca. 92234 This endorsement is subject to a minimum premium charge of $ 200 Nothing in this endorsement shall vary,alter,waive or extend any of the terms,conditions or limitations of this policy other than as stated above. Nothing elsewhere in this policy shall be held to vary,alter,waive or limit the terms,conditions,agreements or limitations of this endorsement. This Endorsement when attached to Policy Number:WKN 133867-15 issued to N A I CONSULTING, INC. shall be valid and shall form part of referenced policy. The effective date of this endorsement is 06/01/21 at 12:01 A.M. Endorsement No.: 24 Date Issued: 07/05/21 Producer Number: 86064 Agency Name: HUB INTERNATIONAL INSURANCE-PALM DESERT Refer To Signature Page Authorized Representative PEI104 05/01/98