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HomeMy WebLinkAboutContract - 04/24/2024 - 2094 Contract No. .."”"4 2- aty Clerk Review Risk NimutgementRevie' w .40 Seamed AGREEMENT FOR SERVICES BETWEEN THE CITY OF CATHEDRAL CITY, CALIFORNIA AND WILLDAN ENGINEERING This Agreement for Services ("Agreement") is entered into as of this 24th day of April, 2024 by and between the City of Cathedral City, a municipal corporation ("City") and Willdan Engineering, a California Corporation ("Contractor"). City and Contractor are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. City has sought, by request for qualifications and proposals, the performance of the services defined and described particularly in Section 2 of this Agreement. B. Contractor, 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. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows: SECTION 1. TERM OF AGREEMENT. Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement is for Thirteen (13) months commencing on the date first ascribed above. SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. Contractor 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. The Services shall be completed pursuant to the schedule specified in Exhibit "A."Should the Services not be completed pursuant to that schedule, the Service Provider shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Service Provider to continue performing the Services. SECTION 3. ADDITIONAL SERVICES. - 1 - 4886-8063-8473 v2 Contractor 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 26 "Administration and Implementation" or Section 28 "Amendment" of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services. SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a) Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in Exhibit "B" "Compensation" and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Hundred Four Thousand Fourteen dollars ($104,014), unless additional compensation is approved in writing in accordance with Section 26 "Administration and Implementation" or Section 28 "Amendment" of this Agreement. (b) Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor(by sub-category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit"B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. (c) Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor's correct and undisputed invoice. (d) Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Contractor's work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor's work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Contractor'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 Contractor's work by City shall not constitute a waiver of any of the provisions of this - 2 - 4886-8063-8473 v2 Agreement including, but not limited to, Section 16 "Indemnification" and Section 17 "Insurance." SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor 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 Contractor. Upon completion, expiration or termination of this Agreement, Contractor 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 Contractor in the course of providing the Services pursuant to this Agreement, Contractor's guarantees and warranties in Section 9 "Standard of Performance" 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. All final work product developed by Contractor 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 Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such final work product if paid for by the City. This provision specifically excludes Contractors' work notes and drafts, which are owned by Contractor, not City. SECTION 7. CONTRACTOR'S BOOKS AND RECORDS. (a) Contractor shall maintain any and all documents and records demonstrating or relating to Contractor's performance of the Services. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to the Services, including expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. In accordance with California Government Code Section 8546.7, if the total compensation in Section 4 exceeds ten thousand dollars ($10,000.00), this Agreement and the Contractor's books and records related to this Agreement shall be subject to the examination and audit of the State Auditor, at the - 3 - 4886-8063-8473 v2 request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Agreement. (c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Contractor's business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives. SECTION 8. INDEPENDENT CONTRACTOR. (a) Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise. (b) The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor'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 Contractor or any of Contractor's personnel. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor's personnel are in any manner officials, officers, or employees of City. (c) Neither Contractor, nor any of Contractor's personnel shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor, its officers, employees, agents or subcontractors, may have to any such rights. Contractor's indemnity obligations in Section 16 "Indemnification" of this Agreement include the obligation to indemnify the City from and against any liability that may arise related to claims that Contractor, its officers, employees, agents or subcontractors, are entitled to retirement, health care or any other benefits that accrue to City employees. This provision shall survive the expiration or earlier termination of this Agreement. SECTION 9. STANDARD OF PERFORMANCE. (a) Contractor 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. Contractor 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, Contractor shall employ, at a minimum, -4 - 4886-8063-8473 v2 generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Contractor under this Agreement. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit"A" "Scope of Work" that shall also be applicable to Contractor's work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. (b) Contractor warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Contractor 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. Contractor 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 Contractor to comply with this section. SECTION 11. PREVAILING WAGE LAWS It is the understanding of City and Contractor that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, "construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work. SECTION 12. NONDISCRIMINATION. Contractor shall not discriminate, in any way, against 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 in connection with or related to the performance of this Agreement. SECTION 13. UNAUTHORIZED ALIENS. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of the Services, and - 5 - 4886-8063-8473 v2 should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. SECTION 14. CONFLICTS OF INTEREST. (a) Contractor 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 Contractor's performance of the Services. Contractor 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. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Contractor 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. Contractor 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. (c) City understands and acknowledges that Contractor 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. (d) City may determine that Contractor 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, Contractor 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. SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. (b) Contractor, 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 Contractor gives City notice of such court order or subpoena. - 6 - 4886-8063-8473 v2 (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor's conduct. Contractor shall promptly notify City should Contractor, 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 Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Contractor shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. SECTION 16. INDEMNIFICATION. (a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Contractor's services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties")from and against any and all liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor, in the performance of professional services under this Agreement. Notwithstanding the foregoing, to the extent that the Consultant's services are subject to California Civil Code Section 2782.8, the above indemnity, including the cost to defend, shall be limited to the extent required by Civil Code Section 2782.8. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in - 7 - 4886-8063-8473 v2 whole or in part, the performance of this Agreement by Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor. (c) Indemnification from Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor 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 Contractor and shall survive the termination of this Agreement or this section. (d) City's Negliaence. 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. SECTION 17. INSURANCE. Contractor 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. Contractor agrees to provide City with copies of required policies upon request. SECTION 18. ASSIGNMENT. The expertise and experience of Contractor 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 Contractor under this Agreement. In recognition of that interest, Contractor shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Contractor'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 20 "Termination of Agreement." City acknowledges, however, that Contractor, in the performance of its duties pursuant to this Agreement, may utilize subcontractors. SECTION 19. CONTINUITY OF PERSONNEL. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor's staff and subcontractors, if any, assigned to perform the Services. Contractor shall notify City of any changes in Contractor's staff and - 8 - 4886-8063-8473 v2 subcontractors, if any, assigned to perform the Services prior to and during any such performance. SECTION 20. TERMINATION OF AGREEMENT. (a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Contractor. In the event such notice is given, Contractor shall cease immediately all work in progress. (b) Contractor may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. (c) If either Contractor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Contractor, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Contractor or City, all property belonging exclusively to City which is in Contractor's possession shall be returned to City. Contractor shall furnish to City a final invoice for work performed and expenses incurred by Contractor, prepared as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. SECTION 21. DEFAULT. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor 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 Contractor 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 Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 "Termination of Agreement." Any failure on the part of the City to give notice of the Contractor's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. SECTION 22. EXCUSABLE DELAYS. Contractor 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 Contractor. 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, - 9 - 4886-8063-8473 v2 epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. SECTION 23. 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 Contractor in every reasonable way to facilitate,without undue delay, the Services to be performed under this Agreement. SECTION 24. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by certified mail, postage prepaid and return receipt requested, addressed as follows: To City: City of Cathedral City Attn: Engineering Department 68700 Avenida Lalo Guerrero Cathedral City, CA 92234 To Contractor: Willdan Engineering Attn: Chris Baca 650 E. Hospitality Lane, Suite 400 San Bernardino, CA 92408 Notice shall be deemed effective on the date personally delivered or, if mailed, three (3)days after deposit of the same in the custody of the United States Postal Service. SECTION 25. AUTHORITY TO EXECUTE. Each of the signatories hereto represents and warrants that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign. Each Party hereto agrees to defend, indemnify, and hold harmless the other Parties hereto against all claims, suits, actions, and demands, including necessary expenses of investigation and reasonable attorneys' fees and costs, arising out of claims that its signatory was not competent or so authorized to execute this Agreement. SECTION 26. 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 28"Amendment"and the City Manager's contracting authority under the City of Cathedral City Municipal Code and its adopted policies and procedures. - 10 - 4886-8063-8473 v2 SECTION 27. BINDING EFFECT. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. SECTION 28. AMENDMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if it does not exceed the amount that may be approved administratively pursuant to the City Municipal Code. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. The City's City Manager may, but is not required to, make minor amendments not affecting substantive terms without further authorization from the City Council. The City Council hereby authorizes the City Manager to execute any such amendments as required by this Agreement or that do not otherwise reduce City's rights under this Agreement. All other amendments shall be approved by the City Council. SECTION 29. 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 by Contractor shall not constitute a waiver of any of the provisions of this Agreement. SECTION 30. LAW TO GOVERN; VENUE. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside. SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled. SECTION 32. 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 Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, - 11 - 4886-8063-8473 v2 made by any Party which are not embodied herein shall be valid and binding. SECTION 33. SEVE BILITY. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). SECTION 34. ELECTRONIC SIGNATURE The Parties agree that, in accordance with the City's Electronic Signature Use Policy, adopted on August 10, 2023, and as amended thereafter, the Parties may use electronic signatures to execute this Agreement. Any use of electronic signatures to execute this Agreement shall comply with the City's Electronic Signature Use Policy, and such signatures shall have the same force and effect as if this Agreement were executed by hand. Contractor acknowledges that it has had an opportunity to request and review the City's Electronic Signature Use Policy, and Contractor agrees to comply with the Electronic Signature Use Policy. Contractor agrees to indemnify, defend, and hold the City harmless from any claim, damage, or liability associated with transmitting an electronic signature or an electronically signed record by electronic transmission. SECTION 35. CONFLICTING TER S. Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written. [SIGNATURES ON FOLLOWING PAGE] - 12 - 4886-8063-8473 v2 YcITY C rl c l i r endon ATTEST: rce =filer sill , CMC City Clerk APPROVED AS TO FORM Eric S. il City ttorney Wilid/77Engineering - 13 - 4886-8063-8473 v2 EXHIBIT "A" SCOPE OF SERVICES 4886-8063-8473 v2 A-1 CtiieL�r Cii U °+t'yi4y}'((Yy�+r>i+\Ser((ii+Y itl71\ y"°41>rry°J\°4 ( 1 with regulatory agency permitting requirements and environmental, design, and construction procedures and requirements for capital improvement and private land development projects. Although each project may encompass different components and requirements, the general process remains the same— following the Greenbook and Caltrans Local Assistance Procedures Manual(LAPM). We are experts in meeting and guiding projects to pass Caltrans requirements. Construction "; anagement Approach Willdan provides expertise in all areas of construction management, inspection, labor compliance, material testing, and community relations with residents and businesses affected by construction. Our experienced team members serve as construction managers, resident engineers, and inspectors and provide significant insight for identifying and correcting discrepancies, ambiguities, omissions, or conflicts in contract documents that could generate misinterpretation and/or disagreements between the City and the contractor. Willdan has experience in managing projects that span ADA improvements,street improvements,traffic marking, pavement rehabilitation, water, wastewater,stormwater, landscaping, irrigation, parks,traffic signal, and lighting improvements, and has experience in best practices to avoid potential conflicts and avoid or mitigate any hazards during construction. Our goal is to anticipate or diminish potential problems before they arise through continual review of project plans,specifications, contractor's schedule, and other contract documents. Below is a basic overview of the Construction Management process for a typical construction project. Construction Management ss Assist t t Popov Canignat Startx;d=."a.y: esiwhir Sanaa Cansitiortion 000/00% itt AVVIIIIMeitet8 e � PTew aaacekty Meg and haathhentattan Rio nitod w,torn Chant Our team is adept at: • Anticipating job site problems vt Calling job site problems to the project manager's and/or contractor's attention • Offering constructive recommendations and achieving cooperation from the contractor a Dealing with issues in a professional, straightforward fashion Managing Caltrans administered projects Our approach to issue resolution is to: • Obtain and document the facts surrounding the issue iv Develop reasonable solutions in conjunction with the contractor and City project manager vi Respond quickly and effectively so that job progress and quality do not suffer Through close communication with the City's project staff, timely corrective action is taken to alleviate potential adverse impacts of work progress, costly change orders, and construction claims. Varner Road Safety Improvements.HSTPL 5430(035),City Project C08751 6 Cathedral�' City Cachedral la Project Administration Our construction management services focus on coordination, review,tracking, reporting,and field inspections to ensure the work quality is in compliance with LAPM requirements, City standards and the contract documents. Chris Baca will serve as Willdan's project manager.Chris will work with our proposed construction manager and public works to work proactively in assisting the general contractor's construction efforts and maintain fluid channels of communication with Willdan's construction services team. Our team's goal is to technically support the construction effort and the efforts of the City in achieving a successful completion with minimum complications. Initial project administration protocols include: Ng Construction document review for constructability . • Preconstruction meeting with the contractor, City representatives, designer, and others deemed necessary by the City or Wil'den Once construction has begun, Willdan will: • Review and monitor the work as it is constructed, along with supporting documentation which establishes the technical adequacy of the construction, the timely schedule of implementation, and the budget. • Track the progress and quality of construction. 42 Log and process submittals, RFIs, RFCs,and CCOs. Track labor and equipment. Review and assist with resolution of all technical data and issues. is Provide daily and weekly reports to the City on construction progress and technical and economic parameters. IR Monitor construction file for conformance with applicable LAPM requirements. Willdan's team is unique in that it is structured as an integrated unit with close communication between team members and interlocking responsibilities that provide good coverage of all elements of construction engineering, while at the same time having minimal overlap of duties to avoid misunderstandings of assigned responsibilities and reduce costs. This structure provides a natural quality assurance/control system for the team. Chris is the base for any decisions and provides assignment of specific duties daily, while monitoring the success of their fulfillment. He has specific administrative duties,which include review of field activities. He will institute a system of periodic reviews of the field file for conformance with Willdan's in-house filing system. Detailed Breakdown Below is Willdan's comprehensive approach to providing the City's requested services. Construction Management 5. Prepare special concerns to be presented at 1. Review plans, specifications,and all other preconstruction conference, contract-and construction-related 6. Conduct preconstruction meeting, prepare documents, including grant requirements. meeting minutes, and distribute to 2. Assist City with public awareness and attendees. information program to keep residents and 7. Review contractor's safety program in local stakeholders advised of project status consultation with City staff. along with impacts to traffic flow circulation, 8. Through Willdan's system of project control, including answering public's questions about monitor activities related to project such that project. project is constructed in timely fashion 3. Prepare construction file, including pursuant to contract documents. establishment of document control systems. 9. Log, track,and process submittals, RFIs, A copy of Wil'den's construction file checklist releases for construction (RFCs),contract can be provided upon request. change orders (CCOs), field directives, 4. Ensure contractor distributes public notices of proposed change (NOPCs), non- construction notices and places construction conformance reports (NCRs),construction and information signs. schedule, and detailed traffic control plan. lherfe Varner Road Safely Improvements,HIP ' -: ,md�:lid\fy l\\\\S\��r l�,\rl\\\,�cJ�\�J'�yyli�lS��`Wr�a\��a�AJ aPi� 4yr�\�yJ��N"(1u aC➢�tr V�y�+r Ye 1�t , ,, I S \ rll iV i\Sa`Y7S JT s4\� \ �SrlYy� tii h�l iy la2i '�^� , 1A r v gvl'iv1 iiy l�'ilr lu VS tl 1,�\I I,Y ,;AJ r9 a4�Y�1s�i �"�r t��l id rS 10. Closely review schedule and advise review job progress, scheduling, and contractor to take action on schedule coordination. slippage. 23. Perform quantity,time, and cost analyses 11. Document contractors 20-day notices, required for negotiation of contract changes. mechanic's liens,and stop notices. 24. Negotiate and prepare change orders, 12. Assume responsibility for coordination with including memorandum of explanation and inspection staff and City staff. cost estimates,to substantiate change order 13. Monitor and coordinate activities of design and send to City for review. engineering support, surveying,testing, and 25. Monitor and perform immediate and work by utilities or other agencies. thorough analysis of validity of all potential 14. Coordinate contractors field work with utility claims that arise. companies and other agencies. 26. Maintain all data for change orders and 15. Prepare weekly statement of working days record information about time of dispute, and submit to contractor and City. time of notification by contractor, and action 16. Establish and conduct weekly construction taken by inspector. progress meetings to: 27. Monitor materials documentation and testing a. Resolve all old business issues to results and enforce corrections. maximum extent possible 28. Review for approval contractors progress b. Address all items of new business as payment requests, including verifying LAPM presented by any party compliance status and impact on payment; c. Review project schedule and address negotiate differences over amount with contractor; and process payments through any deviations City's Project Manager. d. Review submittal log in terms of items 29. Monitor preparation of punch list at needed and resubmittals required andsubstantial completion and follow up. review RFI, RFC, CCO, NCR, and NOPC logs 30. Routinely review construction files to ensure e. List status of construction items recently conformance to City standards and good undertaken or ongoing construction management practices. f. List planned construction items for next 31. Ensure City receives as-built set of drawings two weeks(two-week look ahead at completion. schedule) 32. Assist City with stop notices and release of retention. g. Review SWPPP issues h. Review contractor's safety program 33. Provide memorandum of clearance to issue notice of completion. 17. Prepare minutes for weekly construction 34. Finalize and deliver all construction files and progress meeting. supplies to City for their records. 18. Coordinate with the City's labor compliance consultant to ensure compliance with state Labor Compliance code on labor compliance. 1. Verify applicable wage determination ten 19. Provide claims mitigation monitoring, (10) days prior to bid opening; document including proactively applying foresight to verification as required. If wage discover unforeseen conflicts prior to determination has changed from what contractor encounter. appears in project specifications, provide 20. Evaluate and respond to contractor's addendum and proof of receipt by plan requests for clarification of plans and holders. speciifications. 2. Verify eligibility of selected contractor and its 21. Ensure that all questions,conflicts, and subcontractors to receive contract awards issues are immediately brought to City's by confirming current,active license status attention and addressed with appropriate with Contractors State License Board; directives to contractor. current registration with California 22. Conduct special site meetings,when Department of industrial Relations;current, necessary, with contractor and City staff to valid contractors bond and workers compensation coverage; non-appearance on Federal List of Parties Excluded and Iwo", Vamer Road Safety Improvements,HSIPL-543 0(035),3Q(Q35),City Project C0875 i a , .". Cathedral City State Division of Labor Standards sequence,and permit requirements from Enforcement debarment lists, other agencies. 3. Attend preconstruction conference to 4. Verify that the contractor conforms to the present federal labor compliance I design survey line and grades. requirements to contractor and 5. Attend weekly progress meetings with the subcontractors; prepare minutes and construction manager, contractor, and attendance record thereof. subcontractors. 4. Verify and document job-site posting of 6. Inspector will provide full-time and as- wage rate information and labor compliance needed construction inspection, including posters. night inspection, of the work to monitor 5. Receive and review labor compliance materials and methods for compliance with documentation from public works observers plans, specifications, and contract or inspectors and compare with contractor- 1 documents; and address and document submitted documents. Monitor contractor- non-conforming items as they are submitted payroll documentation on a discovered. continuous basis, including weekly certified 1 7. Monitor compliance with Cal OSHA payroll reports,fringe benefit statements, requirements and compliance with all local, apprenticeship documentation, and payroll I state, and federal regulations.Although deduction authorizations. Willdan will monitor the activities, it is the 6. Follow up with contractor by telephone, contractor's sole responsibility to provide email, and/or certified mail regarding workers with a safe working environment. required document submittals and payroll 8. Monitor compliance with the Clean Air Act discrepancies and deficiencies. Provide and the Clean Water Act(National Pollutant detailed description of alleged deficiencies; Discharge Elimination System—NPDES outline corrective action to be taken;and best management practices).Also, monitor enforce regulatory deadlines for compliance, the contractor's compliance with approved 7. Receive, pursue, and document labor SWPPP. complaints; prepare violation reports to 9. Provide Willdan's labor compliance manager oversight agencies as required; recommend with federally compliant labor and equipment special action to be taken if contractor reports, labor classification interviews. continuously fails to comply with requests Willdan's inspector will work with our Labor and requirements. Compliance Manager to monitor and verify 8. Coordinate with City staff the withholding of specified DBE's. progress and/or retention payments if 10. Meet with the contractor at the beginning of contractor fails to abide by labor compliance each day and review the proposed work requirements. plan, including specific details that may 9. Maintain content and format of federal labor affect progress. compliance fife in conformance with 11. Conduct daily measurements of quantities of applicable government requirements. I work with the contractor. 10. Coordinate project file reviews by authorized 1 12. Review actual contractor performance county, state, and federal agencies. throughout the day and discuss 11. Submit complete federal labor compliance discrepancies with the contractor as they file to City for retention. occur. Construction Inspection 13. Assist in coordination of engineering support, surveying,specialty inspections, 1. Review plans,specifications, and all other and fieldwork by utility companies. contract-and construction-related documents. r 14. Coordinate with Contractor and utility companies to assist in the identification of 2. Conduct a field investigation of the project unknown utilities and possible relocation of area to become familiar with the existing interfering structures or lines. facilities and the project environment. 15. Ensure contractor restores centerline ties 3. Become familiar with traffic control plans, and provides updated centerline tie-out construction schedule, construction notes, if any are disturbed. Varner Road Safety Improvements,HSIPL-5430(035), City Project C08751 9 Cathedral City174 16. Ensure compliance of Underground Service 8, Provide engineering support, Alert notification/delineation. inspector/technician coordination, dispatch, 17. Evaluate the contractor's operation and material engineering review,test reporting, production with respect to quality and QAIQC, and administrative support services. progress and report to the construction 9. Submit reports/updates of ongoing tests, manager. i.e.,seven-day and off-schedule breaks. 18. Photograph continuous property frontages 10. Submit final report of completed laboratory along the street alignment once prior to tests, i.e.,28-day results for concrete. construction and once immediately following 11. Submit—for City review—daily field-testing construction.Maintain a photographic record and inspection reports indicating information of key elements of each major operation of pertinent to inspections performed and work each day,with increased detail in compliance/non-compliance with project situations of potential changes or claims, documents and applicable codes. 19. Coordinate testing and closely monitor Federal Funding Administration testing results and require the contractor to Award Package provide corrective measures to achieve compliance. 1. Prepare the award package following the 20. Maintain copies of all permits needed to award of the construction contract and receiving the following items from the City: construct the projects and enforce special requirements of each. the engineer's final opinion of probable construction cost, contractor's bid, bid 21. Prepare and maintain detailed daily diary analysis, proof of advertisement, Caftans inspector reports on construction progress. Finance Letter,and executed Program 22. Prepare clear and concise letters and Supplement Agreement. memoranda, as needed. Establish a solid paper trail. 2. Prepare LAPM Exhibits 15-C Local Agency Project Advertising Checklist and 15-I Local 2.3. Assist with the review and evaluation of Agency Bid Opening Checklist for the change order work. project file, 15-L Local Agency Contract 24. Provide complete measurements and Award Checklist, 15-M Detail Estimate and calculations documentation to administer Summary, 15-B Resident Engineer's progress payments. Construction Contract Administration 25. Maintain and submit a clean set of plans Checklist based on the awarded bid, and 3- marked in red for as-built corrections on A Project Authorization/Adjustment Request record drawings to be filed with the City. if making an adjustment to the Finance 26. Prepare a punch list at substantial Letter. completion and follow up with the contractor 3, Submit package to the Caltrans DLAE within regarding progress of corrections. 60 days of award along with the following Material Testing items provided by the City: as-advertised plans and specifications, LAPM Exhibits 15- 1. Attend meetings, as needed,with project G Local Agency Bidder DBE Commitment team. (Construction Contracts), 15-H Good Faith 2. Review existing geotechnical reports and Effort, and 9-E Evaluation of Good Faith project plans and specifications. Effort Memo. 3. Perform laboratory testing. Progress Invoicing 4. Verify compliance with approved project plans, specifications, and applicable code 1. Prepare progress invoices at least every 6 requirements. months. 5. Provide as-needed testing for proposed 2. Monitor the Inactive Obligations List on the removal and replacement of damaged street Caltrans Local Assistance website and notify sections. City staff of any pending deadlines to submit 6. Provide compaction testing for leveling invoices, course and final paving. 3. Prepare LAPM Exhibit 5-A Local Agency 7. Provide as-needed asphalt plant inspection Invoice based on the following items and monitoring, provided by the City: contractor progress vve,, Varner Road Safety Improvements,HSIPL-5430(035),City Project GOB 751 10 Cathedral City - . 1 ; payments, cancelled checks,and a copy of 2. Prepare LAPM Exhibits 17-A Federal Report 15-L Local Agency Contract Award Checklist of Expenditures Letter and the Report of (first construction invoice only). Expenditures Checklist, 17-C Local Agency 4. Submit package to the Caltrans DLAE. 1 Final Inspection Form, 17-6 Materials Final Invoice& Final Report of Expenditures Certificate, 5-A Local Agency Invoice, 15-M Final Detail Estimate and Summary, and 17- 1. Prepare a request for post-award finance E Change Order Summary along with the letter adjustment, if needed, based on the following items to be provided by the City: final construction costs prior to submitting LAPM Exhibits 17-F Final Report-Utilization the Final Invoice package to close out the of DBE, First Tier Subcontractors and 17-0 project and submit to the Caltrans DLAE DBE Certification Status Change, contractor LAPM Exhibits 3-A Project progress payments,final retention payment, Authorization/Adjustment Request, 15-M and copies of cancelled checks. Detail Estimate and Summary, and 17-E 3. Submit package to the Caltrans DLAE. Change Order Summary. Varner Road Safety Improvements,HS1PL-5430(035),City Project COB 751 11 EXHIBIT "B" CO PENSATION 4886-8063-8473 v2 C-i EXHIBIT "C" INSURANCE A. Insurance Requirements. Contractor 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 Contractor, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Contractor shall provide the following scope and limits of insurance: 1. Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (2) Automobile. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (3) Workers' Compensation. Workers' Compensation insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Contractor and all risks to such persons under this Agreement. (4) Professional Liability. Professional liability insurance appropriate to the Contractor's profession. 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 Contractor's services or the termination of this Agreement. During this additional three (3) year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage. 2. Minimum Limits of insurance. Contractor shall maintain limits of insurance no less than: (1) Commercial General Liability. $1,000,000 general aggregate for bodily injury, personal injury and property damage. (2) Automobile. $1,000,000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of 4886-8063-8473 v2 C-1 not less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth above. (3) Workers'Compensation. Workers'Compensation as required by the Labor Code of the State of California of not less than $1,000,000 per occurrence. (4) Professional Liability. $1,000,000 per occurrence. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Policies. 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. 2. Commercial General Liability and Automobile Liability Coverages. (1) 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 Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. 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. (2) Contractor'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, Contractor's insurance. (3) Contractor'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. (4) 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. 3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of. subrogation 4886-8063-8473 v2 C-2 against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Contractor. C. Other Requirements. Contractor 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 Contractor 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. Contractor shall furnish certificates and endorsements from each subcontractor identical to those Contractor provides. 2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Contractor 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 Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. 4886-8063-8473 v2 C-3 Aco p0 CERTIFICATE OF LIABILITY INSURANCE °ATE`MM°°'YVYY) k._.-- 11/9/2024 5/1/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT I Lockton Companies,LLC NAME: (dba Lockton Insurance Brokers,LLC) PH NEB, tx0, cN NM:777 S.Figueroa Street,52nd El E-MAIL CA License#0B99399 ADDRESS: Los Angeles CA 90017 _ ___" ," INSURERS)AFFORDING COVERAGE NAIC# ( 13.t 689-000 INSURER A:Transportation Insurance Company 20494 INSURED Willdan Engineering INSURER B:National Fire Insurance Co of Hartford 20478 1506306 13191 Crossroads Parkway North,Suite 405 INSURER C:Allied World Surplus Lines Insurance Company 24319 City of Industry,CA 91746 INSURER D:The Continental Insurance Company J 35289 INSURER E:American Casualty Company of Reading,PA 20427 INSURER F: ........ ,.... . .......... COVERAGES WILLD01 CERTIFICATE NUMBER: 20544211 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR IADDL.$UBR POLICY EFF POLICY EXP _.... . ..... _....... .... ........ ......._.._. LTR- TYPE OF INSURANCE MD iiV0 POLICY NUMBER (MM/DGYYYY9 $MM/DD/YYYY . LIMITS B ..X COMMERCIAL GENERAL LIABILITY Y N 1 7063481190 11/9/2023 11/9/2024 EACH OCCURRENCE $ 1,000,000 1 CLAIMS-MADE X OCCUR I DAMAGE TO RENTED �.... PREMISES tEa occurrence; $ 1.000,000 X Emp.Benefits Liab. I MED EXP Any one persona 1 $ 15,000 X Contr.Liab.Incl. PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 I POLICY X JJE O X LOG PRODUCTS-COMP/OP AGG, $ 2,000„000 OTHER: $ A I AUTOMOBILE LIABILITY Y N 7063481156 11/9/2023 11/9(2024 COMBINED SINGLE LIMIT IL..- -_--" It $ X ANY AUTO i BODILY INJURY(Per person) I$XXXXXXX OWNED SCHEDULED ' BODILY INJURY(Per ;$ ,.......�, AUTOS ONLY AUTOS 1 accident) XXXXXXX HIRED NON-OWNED PROPERTY DAMAGE I I AUTOS ONLY I_, AUTOS ONLY IOPer accident, $ XXXXXXX $ XXXXXXX I I I UMBRELLA LIAB NOT APPLICABLE OCCUR EACH OCCURRENCE I $ XXXXXXX EXCESS LIAB CLAIMS MADE AGGREGATE I$ XXXXXXX 5 DED d RETENTIONS I $ XXXXXXX WORKERS COMPENSATION Y I.. PER OTH- D AND EMPLOYERS'LIABILITY Y/N 7063481173(AOS) 11/9/2023 11/9/2024 i.X STATUTE I I ER E ANY PROPRIETOR/PARTNERJEXECUTIVE 706348 1 1 87(CA) i 11/9/2023 11/9/2024 E.L.EACH ACCIDENT $ 1,000 00Q OFFICER/MEMBER EXCLUDED? N N/A 1 (Mandatory in NH) E.L.DISEASE EA EMPLOYEE$ I„QQQ,000 If yes,describe under DESCRIPTION OF OPERATIONS below I E.L.DISEASE POLICY LIMIT $ 1,000.000 C I'Arch&Eng Prof ' N N 1 0313-5950 1 11/9/2023 11/9/2024 1 Per Claim:$1,000,000 1 Aggregate:$1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached it more space is required) RE:2024-HSIP Cycle 98:Vamer Road Safety Improvements Project(CIP no.8751).Cathedral City,it's respective elected and appointed officers,officials,employees and volunteers are included as Additional Insured(s)in accordance with the provisions of the General Liability and Automobile Liability policies.The General Liability and Automobile Liability policies evidenced herein are Primary and Non-Contributory to other insurance available to an Additional Insured,but only in accordance with the provisions of the policies.See the next page.. CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2O5�I421 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Cathedral City ACCORDANCE WITH THE POLICY PROVISIONS. Attention:Armando J.Garcia Baldizzone AUTHORIZED REPRESENTATIVE,. „, e 68700 Avenida Lalo Guerrero •w�" "` ,rn Cathedral City,CA 92234 ©1988-2 a ACORD CORK/ ATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CONTINUATION DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS(Use only ii more space is required) A Waiver of Subrogation is granted in favor of Cathedral City,its respective elected and appointed officers,officials, employees and agents for losses arising from work performed by Contractor in accordance with the policy provisions of the Workers'Compensation policy.Policies include 30-days' notice of cancellation(except 10 days for non-payment of premium)and the provisions of each policy govern how notice of cancellation may be delivered to Certificate Holder. Separation of Insureds-except with respect to the Limits of Liability in the General Liability policy and any rights or duties specifically assigned to the first Named Insured,this insurance applies as if each Named Insured were the only Named Insured and Separately to each insured against whom the claim or suit is brought. General Liability deductible-$0; Automobile Liability deductible-$0($1,000 for Comprehensive/Collision);Professional Liability SIR-$0. • ACORD 25(2016/03) Certificate Holder ID:20544211 . Policy Number: 7063481198 wxr,7(1544.71 - | K��� ��� ' ~~,~"" PARAMOUNT � Blanket Additional UnsK8red ~ Owners, Lessees or Contractors - with Prod ucts-Com��ted ( } ���wmn������� ��K�v�� U�U� ^ n���»� i_~�~..~~~ .~ � .�=~~ Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART |tim understood and agreed aofollows: U- WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions o[those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard, and only if: 1' the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. |U. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 1O'O1 edition ofCG2U37'. or B'additional insured coverage with "arising out of' language; or C.additional insured coverage hothe greatest extent permissible by law; then paragraph 1. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. Ill. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract;or B. a higher limit of insurance than required by the written contract. IV.The insurance granted by this endorsement to the additional insured does not apply hnbodily injury, property damage, or personal and advertising injury arising out of: A.the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1' the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, aunx*ye. field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural ur engineering activities; or B.any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached 0u this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS,the Condition entitled Other Insurance ioamended to add the following,which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: Primary and Noncontributory Insurance CNA75U78>X(1��0) Policy No: 7083481190 Page 1 of Endorsement No: National Fire Insurance[fHartford Effective Date: 1119/2023 Insured Name:xvmdanEngineering Copyright cmA All Rights Reserved. Includes copyrighted material m Insurance Services Office,mo,with its permission. Policy Nunmbec7U634B11QO Aoxdnioo/,Co4c%n || CNA PARAMOUNt / ,R �M ��a� | Blanket Additional Insured . Owners, Lessees or . Co ~ with Products-Completed . Operations Coverage Endorsement ---- -- With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured, VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS io amended aofollows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1' give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2' send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer,whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice ofa claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you bo make m person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B.was executed prior to: 1. the bodily injury nrproperty damage; or 2' the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. � � This mndo�mmart.vvh/ohformmopa�ofandim��m�aohmmntto the Policy issued by the designated Insurers, takes � effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown ' below, and expires cunnurront|ywithomidPo|icy. |U ' CNA75079XX(10-16) Policy No: 7008481180 Endorsement � PogeJ��3 National Fire |noumnoa Of Hartford Effective Doha: 11/912028 Insured Name:YViUdonEngineering Policy Number: 7063481190 Attachment Code:D603994 Certificate ID:20544211 CAP - A. • T Chan •es - otice of Cancellation or aterial 'estriction Endorse ent This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY- NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice(other than for nonpayment of premium1;30 Number of days notice for nonpayment of premium: io Name of person or organization to whom notice will be sent: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN,BUT ONLY IF: 1.YOU SEND US A WRITTEN REQUEST TO PROVIDE Address: SUCH NOTICE,INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION,AFTER THE FIRST NAMED INSURED SHOWN IN THE DECLARATIONS RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY;AND DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE.. If no entry appears above, the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period,the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74702X(1-15) Policy No: 7063481190 Page 1 of 1 Endorsement No: 3 7 Nat'l Fire Ins Co of Hartford Effective Date: 11/9/2023 Insured Name: Willdan Engineering Copyright CNA All Rights Policy Number: 7OG348115G Anucbmou Code:D6V3995 Certificate ID:20544211 Commercial Automobile ADDITUONALUNSURED -PRIMARfAND NON-CONTRIBUTORY � |tim understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM oafollows: SCHEDULE Name of Additional Insured Persons Or Organizations Any person morganization that you are obligated mprovide Insurance where required byuwritten contract m agreement isan � insured,but only with respect to legal responsibility for acts or omissions of a person for whom Liability Coverageieuffool d under this policy. | | ' 1- |n conformance with ponagnephA.l.o. of Who Is An Insured of Section N -LIABILITY COVERAGE, the person or organization scheduled above iaan insured under this policy. 2' The insurance afforded to the additional insured under this policy will apply on a primary and non- contributory basis if you have committed it tobenoina written contract or written agreement executed prior to the date of the"accident"for which the additional insured seeks coverage under this policy. All other terms and conditions of the policy remain unchanged. This endorsement,which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date(the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA71527XX(10-2012) Policy No:7O63481158 Endorsement Effective Date: 11/9/2023 Policy Effective Date: 11/9/2O23 Endorsement No: Page: 1 of Policy Page: Underwriting Company:Transportation Insurance Company Copyright CNA All Rights Reserved. Policy Number: 7063481156 Attachment Code:D603996 Certificate ID:20544211 NOTICE OF CANCELLATION OR MATERIAL CHANGE—DESIGNATED PERSON OR ORGANIZATION It is understood and agreed that this endorsement amends the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM In the event of cancellation or material change that reduces or restricts the insurance provided by this Coverage Form,we agree to send prior notice of cancellation or material change to the person or organization scheduled below at the address scheduled below. This endorsement does not amend our obligation to notify the Named Insured of cancellation as described in the Common Policy Conditions or in another endorsement attached to this policy. SCHEDULE 1. Number of days advance nottce: 30 Days it we cancel tor non-payment of premium. 10 Other than Non-Pay Cancel Days Days if the policy is cancelled for any other reason, or if coverage is-restricted-or Nedra �m Name: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN Attention: ' CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN,BUT ONLY 1F: 1.YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, Street Address: INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION,AFTER THE FIRST City, State,ZIP: I' NAMED INSURED SHOWN IN THE DECLARATIONS RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY;AND 2.WE RECEIVE SUCH WRITTEN REQUEST AT e-mail address: LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE,NUMBER OF DAYS All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another Form No: CNA72315XX(04-2019) Policy No:7063481156 Endorsement Effective Date: 11/9/2023 Policy Effective Date: 11/9/2023 Endorsement No: Policy Page: Underwriting Company:Transportation Insurance Company ©Copyright CNA All Rights Reserved. &uuubme" Code:D6O*O80 Certificate ID:20544zn &0 gfik Workers Compensation NO BLANKET WAIVER 0F OUR RIGHT nQ RECOVER FROM OTHERS Thiomndwrsemantchangeothepo|ioybzwhichit is attached. It is agreed that Part One-Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under owritten contract that requires you to obtain this agreement from us.) PREMIUM CHARGE' Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is Blanket Waiver of Subrogation Percentage Charge 2.00%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms o part cfand is for attachment bn the policy issued by the designated |naunero, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date(the Endorsement Effective Date)in shown be|ovv, and expires concurrently with said policy unless another expiration doba is shown below. Form No:{-1g1eO-B(11-`oor) Pmmyworusu4o11u7 Endorsement Effective Date:11/9/2Uz3 Policy Effective Date:11/912023 Endorsement Expiration Date:11x9/m24 Policy Page: Endorsement No: Page:1 of Underwriting Company:American Casualty Company cn Reading,pa | �covynomomA All Rights Reserved. Policy Number: 7063481173 (AOS)/7063481187 (CA) � . Auaobmou Code:m0O3998Certificate Io:2O544211 CNA - � - -- NOTICE OF CANCELLATION OR MATERIAL CHANGE ENDORSEMENT === _=====-- 1 1 1 -- 1 .1111, - I^.- , '- ' . - - _- -�~_-' =�=1—_�I_.............'' This endorsement modifies insurance provided under the WORKERS COMPENSATION AND EMPLOYERS LUAB|LITY|NS0' -NCEPOL|CY: In the event of cancellation or material change that reduces or restricts coverage during the policy period, we agree to send prior written notice in the manner prescribed,to the person or organization listed in the Schedule. SCHEDULE l. Number of days advance notice: For nonpayment ofpremium: lO l For any other reason: 30 3. Name and Address nf Person mrOrganization: ANY PEL.S QN OR AugZ.ATzom TO wauM YOU _HAVE ,AGREED IN A WnzrzEm cumTeAcr. T1-.1Ar NOTICE | OF THIS POLICY WILL BE czvsm, BUT ONLY IF, 1.roo oomo os a wozrrsw REQUEST TO eaovzoE sooa anTzco, rmcLnozmG THE NAME AND Auonoso or 0000 ecRaow on oaoAmzonTzom' AFTER THE rzRsr NAMED Imonuco noc-EPIvuo mozzcE FROM TJu OF THE cumcoLcArzmv or Tars Po'Lzor; AND 2.wa mocozvo soCe wazrraw as0nosr AT LEAST zo uAss BEFORE THE usmzmmzwc os rxo Aep71rmsT�o mnmaEm or oAru auowm IN THIS EmoomoEmour. nooaoaS: THE aooaaoo FOR coxr pnxsom on oRCumzoArzom zmCLouuo zw soCe wazr ram nuOouoT rmom YOU TO US. All other terms and conditions of the policy remain unchanged. This endorsement,which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date(the Endorsement Effective Date)is shown below, and expires concurrently with said policy. Form No:CmA87380xx(11'2016) Policy No:7os00011ra(Aoa)/ Endorsement Effective Date: ll09/2O23 Endorsement Expiration Date: 11K9/2024 7063481187(CA) Endorsement No: Policy Effective Date: 11/09/2023 Underwriting Company:American Casualty Company o[Reading,BA Policy Page: @ Copyright cmA All Rights Reserved. Policy Number: 7063481173(AOS) 7063481187 (CA) Attachment Code:D603998 Certificate ID:20544211 NOTICE OF CANCELLATION OR MATERIAL CHANGE ENDORSEMENT . „ This endorsement modifies insurance provided under the WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSU NCE POLICY: In the event of cancellation or material change that reduces or restricts coverage during the policy period, we agree to send prior written notice in the manner prescribed, to the person or organization listed in the Schedule. SCHEDULE 1. Number of days advance notice: For nonpayment of premium: 10 2. For any other reason: 30 3. Name and Address of Person or Organization: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED TN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1.YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, ALTER THE FIRST NAMED INSURED RECEIVES NOTICE, FROM US OF THE CANCELLATION OE THIS POT ICY; AND 2.WE RECEIVE SUCH WRITTEN REQUEST Al LEAST 14 DAYS BEFORE THE R.F.GINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN EN TRES ENDORSEMENT. ADDRESS: TIEF ADDRESS FOR THAT P-,RSOK OR ORGANIZATION 1NCLULED IN SUCH WRIT TEN REQUEST FROM YOU TO US, All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date(the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No:CNA87380XX(11-2016) Policy No:7063481173(AOS)f 7063481187 Endorsement Effective Date: 11/09/2023 Endorsement Expiration Date: 11/09/2024 (CA) Endorsement No: Policy Effective Date:11/09/2023 Underwriting Company:The Continental Insurance Company Policy Page: ' ` A«uobmuo Code:ohO4OO5 Certificate ID:z05442|1 ENDORSEMENT NO. 5 ADVICE OF CANCELLATION TO ENTITIES OTHER THAN THE NAMED INSURED LIMITED TO E-MAIL NOTIFICATION This Endorsement, effective et12:01em. on November 9. 2O23. forms part of Policy No. 0313-5950 Issued to VVi)|danEng|nmering Issued by Allied World Surplus Lines Insurance Company |n consideration of the premium charged, iiio hereby agreed that: In the event that the Company cancels this Policy for any reason other than nonpayment of premium, and 1. the cancellation effective date is prior to this P oficy's lexpi ration date; 3. the First Named Insured is under an existing contractual obligation to notify a certificate holder when this Policy is canceled (hereinafter, the "Certificate Holder(s)"); and has provided to the Company, either directly or through its broker of record, the email address of the contact at such entity; and 3. the Company naomh/ea this information after the First Named Insured nace|voe notice of cancellation of this Policy and prior to this Policy's nenoeUmUon off*udve date' via an electronic spreadsheet that ie acceptable to the Company; the Company will provide advice of cancellation (the "Advice") via e-mail to such Certificate Holders not later than thirty(3O)days before the effective date ofcancellation. Proof ofthe Company e,nai|ing the Advice, using the information provided by the First Named Insured, will serve as proof that the Company has fully satisfied its obligations under this Endorsement. This Endorsement does not affect, in any way,coverage provided under this Policy or the cancellation of this Policy or the effective date thoreof, nor shall this Endorsement invest any rights in any entity not insured under this Policy. Any failure on the Insurer's1part to deliver the Advice will not impose liability of any kind upon the Insurer or invalidate the cancellation. Any Certificate Holder io not an Insured orm Loss Payee under this Policy. No coverage will bo available under this Policy for any Claim brought by or against any Certificate Holder, All other terms,conditions and limitations of this Policy shall remain unchanged. ---- Authorized Representativa ----� AEOUO25UO (03/21)