Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
25I169 - Webb Municipal Finance, LLC
CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: : Bonds: Business License: Sole Source Co-Op CoOp Agmt #:Sole Source Documents: CoOp Name: CoOp Pricing: By:Submitted on: Contract Abstract Form Rev Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 1 of 19 PROFESSIONAL SERVICES AGREEMENT 25I169 WEBB MUNICIPAL FINANCE, LLC This Professional Services Agreement (“Agreement”) is entered into this 10th day of June, 2025 (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation, (“City”) and Webb Municipal Finance, LLC, a California Limited Liability Company (“Consultant”). City and Consultant are individually referred to as “Party” and are collectively referred to as the “Parties.” RECITALS A. City requires the services of a Special Tax Consultant for the formation of a Community Facilities (“Project”). B. Consultant has submitted to City a proposal to provide Community Facilities District Formation Services to City under the terms of this Agreement. C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. City desires to retain Consultant to provide such professional services. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit “A” (the “Services” or “Work”), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work contemplated and, in light of such status and experience, Consultant covenants that it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced and well qualified members of the profession currently practicing under similar conditions. 1.2 Intentionally Omitted 1.3 Compliance with Law. Consultant warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.4 Licenses, Permits, Fees, and Assessments. Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 2 of 19 nature that are legally required to practice its profession and perform the Work required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and under this Agreement. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant: (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “B” and incorporated herein by this reference. Compensation shall not exceed the maximum contract amount of twenty four thousand dollars ($24,000.00) ("Maximum Contract Amount"), except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibit “B.” Compensation for necessary expenditures must be approved in advance by the Contract Officer designated under Section 4.2. The Maximum Contract Amount shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. 2.2. Method of Payment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit “B”), in any month in which Consultant wishes to receive payment, Consultant shall submit to the City an invoice for Services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City’s Finance Director and must be submitted no later than the tenth (10th) working day of such month. Such requests shall be based upon the amount and value of the Services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City, the Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant’s profession. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 3 of 19 3. SCHEDULE OF PERFORMANCE 3.1 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve (12) months commencing on 11th day of June 2025, and ending on the 10th day of June 2026, unless extended by mutual written agreement of the Parties. 3.2 Termination Prior to Expiration of Term. The City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 3.3 Intentionally Omitted 3.4 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: Heidi Schoeppe, President and Managing Director of Webb Municipal Finance, LLC. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 4 of 19 activities of Consultant and devoting sufficient time to personally supervise the Services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subconsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subconsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City. 4.4 Independent Consultant. The legal relationship between the Parties is that of an independent Consultant, and nothing shall be deemed to make Consultant a City employee. A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City’s offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant. B. Consultant shall not have any authority to bind City in any manner. This Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 5 of 19 includes the power to incur any debt, obligation, or liability against City. C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Consultant’s officers, employees, servants, representatives, subconsultants, or agents, Consultant shall indemnify City for all such financial obligations. 4.5 California Labor Code Requirements. A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 5. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Consultant's performance of Work under this Agreement, including Consultant's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 6 of 19 insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. required X is not required; (1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification under (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers’ Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers’ compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City and to require each of its subconsultants, if any, to do likewise under their workers’ compensation insurance policies. If Consultant has no employees, Consultant shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Consultant shall obtain and Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 7 of 19 maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent Consultants, broad form property damage, products and completed operations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self- insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Consultant’s ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant under this Agreement: A. For any claims related to this Agreement, Consultant’s coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant’s insurance and shall not contribute with it. B. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. C. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. D. No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. E. Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 8 of 19 cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant’s obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. F. Consultant agrees to ensure that subconsultants, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subconsultants and others engaged in the Project will be submitted to the City for review. G. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. H. Consultant shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. I. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. K. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. L. Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant’s activities or the activities of any person or person for which the Consultant is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 9 of 19 or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant’s obligation to provide them. 6. INDEMNIFICATION 6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Consultant shall defend (at Consultant’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to, Claims arising from injuries to or death of persons (Consultant’s employees included), Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 10 of 19 for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant’s indemnification obligation or other liability under this Agreement. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 6.2 Design Professional Services Indemnification and Reimbursement. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 7. REPORTS AND RECORDS 7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Consultant acknowledges that the City is greatly concerned about the cost of the Work to be performed under this Agreement. For this reason, Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services. If Consultant is providing design services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 11 of 19 of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all resulting damages. Consultant may retain copies of such documents for their own use. Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement. Consultant shall ensure that all its subconsultants shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City’s prior written authorization. 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant’s performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 8.3 Default of Consultant. Consultant’s failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 12 of 19 notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City’s right to terminate this Agreement without cause under Section 3.2. B. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3(A), take over the work and prosecute the same to completion by contract or otherwise. The Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant’s liability for completion of the Services as provided in this Agreement. 8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. 8.5 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 13 of 19 successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 10. MISCELLANEOUS PROVISIONS 10.1 Intentionally Omitted 10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: City of Palm Springs Attention: City Manager & City Clerk 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: Webb Municipal Finance, LLC Attention: Heidi Schoeppe Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 14 of 19 3788 McCray Street Riverside, California 92506 Telephone: (951) 686-1070 10.3 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 10.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 10.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 15 of 19 [SIGNATURES ON NEXT PAGE] Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 16 of 19 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND WEBB MUNICIPAL FINANCE, LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONSULTANT: By: ______________________________ Signature Date: __ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – up to $150,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 6/10/2025 6/10/2025 55575.18100\42907009.1 BB&K (2024) Page 17 of 19 EXHIBIT “A” SCOPE OF SERVICES CFD FORMATION SERVICES Kickoff Meeting and Gathering Information: WEBB will meet with the City’s staff, legal counsel, and finance team to confirm the CFD’s formation schedule, procedural and financial considerations, establish the appropriate taxing classifications, and confirm the boundaries of the proposed CFD Improvement Areas. Rate and Method of Apportionment: WEBB will prepare a proposed Rate and Method of Apportionment (RMA) for each of the three Improvement Areas that takes into consideration the various land use classifications and will provide the necessary flexibility for the proposed project areas to be included in the CFD. The RMA(s) will take into consideration: Special Tax Formula, clarity of language in the definition of terms, ability of the property to be assigned to different tax classifications, and presence of a mechanism to levy taxes in the event of a change in projects and usage. Boundary Map: Our team of engineers and GIS Specialists will prepare the Boundary Map using Assessor Parcel Numbers, illustrating the boundaries of territory proposed for inclusion in the CFD capturing the entirety of any parcel subject to taxation by the proposed district. WEBB will also prepare a Future Annexation Area Map to include the boundaries of any potential annexation area. The maps shall meet the requirements of the Mello-Roos Act and the Riverside County Recorder’s Office. Additionally, we will coordinate recordation of the maps with City staff and the Recorder’s Office. CFD Public Report Preparation: WEBB will prepare the CFD public report which includes a description of the facilities to be provided and the projected annual Special Tax. Meetings: WEBB will attend any necessary public meetings, as required by the Mello-Roos Act, fully prepared to present necessary testimony and respond to public comments. Landowner Election: WEBB will prepare a list of the owner names and acreages for the City's legal counsel. WEBB will request a certificate from the Registrar of Voters confirming whether there are, or are not, registered voters within the boundaries of the annexation. Notice of Special Tax Lien: WEBB will provide a list of Assessor’s Parcel Numbers for the Notice of Special Tax Lien and coordinate recordation of the notice with City staff and the Recorder’s Office. Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 18 of 19 EXHIBIT “B” SCHEDULE OF COMPENSATION FEE SCHEDULE Service Total Fee CFD Formation Services (Improvement Areas 1-3)/Future Annexation Area $24,000 For the services performed related to the projects which are not listed herein, compensation shall be at the hourly rates set forth on Attachment A, together with reimbursement, at cost, for incidental expenses incurred in connection with such services, together with reimbursement for outside services at cost plus 15%. Attachment A Fee Schedule CLASSIFICATION Engineers/Project Managers/Planners/Scientists/ Rates Assessment/Special Tax Consultants/Landscape Architects/Designers $/Hour Principal II ............................................................................................................................. 321.00 Principal I .............................................................................................................................. 307.00 Senior III ............................................................................................................................... 288.00 Senior II ................................................................................................................................ 275.00 Senior I ............................................................................................................................... 266.00 Associate III .......................................................................................................................... 247.00 Associate II ........................................................................................................................... 236.00 Associate I ............................................................................................................................ 224.00 Assistant V ........................................................................................................................... 202.00 Assistant IV .......................................................................................................................... 180.00 Assistant III ........................................................................................................................... 166.00 Assistant II ............................................................................................................................ 150.00 Assistant I ............................................................................................................................. 133.00 Administrative Services Project Coordinator .............................................................................................................. 145.00 Administrative Assistant III ................................................................................................... 122.00 Administrative Assistant II .................................................................................................... 109.00 Administrative Assistant I ..................................................................................................... 87.00 Other Direct Expenses Incidental Charges ............................................................................................................... Cost + 15% Postage ................................................................................................................................ Cost Subcontracted Services ....................................................................................................... Cost + 15% Mileage ................................................................................................................................. 0.79/Mile Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC 55575.18100\42907009.1 BB&K (2024) Page 19 of 19 EXHIBIT “C” EXECUTIVE ORDER N-6-22 CERTIFICATION Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect. Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals. The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California. Signature: Printed Name: Title: Firm Name: Date: Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC Webb Municipal Finance, LLC Heidi Schoeppe President/Managing Director 6/10/2025 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$174.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:Webb Municipal Finance, LLC DBA: Owner:Albert A. Webb Associates Mailing Address:3788 MCCRAY ST RIVERSIDE, CA 92506 License Number:OC-000804-2025 Expiration Date:06/30/2026 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:3788 MCCRAY ST, RIVERSIDE, CA 92506 Business Description:Municipal Financial Services TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 5/23/2025 License # 0757776 (951) 779-8558 (951) 231-2572 25674 Albert A. Webb Associates 3788 McCray Street Riverside, CA 92506 19437 A 1,000,000 X P-630-8W805292-TIL-24 9/1/2024 9/1/2025 300,000 $0 Deductible 5,000 1,000,000 2,000,000 2,000,000 1,000,000A X BA-9T94622A-24-43-G 9/1/2024 9/1/2025 A X UB-4J648178-24-43-G 9/1/2024 9/1/2025 1,000,000 Y 1,000,000 1,000,000 B Professional Liab.031711122 9/1/2024 Ded $150k/EaClaim 1M 2,000,000 The City of Palm Springs, its officials, employees, and agents are Additional Insured's with regard to the General Liability policy per the attached endorsement form CGD379 02/19, CGT100 02/19 (pg. 16), Primary & Non-Contributory wording included. Additional Insured applies with regard to the Auto Liability policy per the attached endorsement form CAT353 02/15. Primary & Non-Contributory applies with regard to the Auto Liability policy per the attached endorsement form CAT474 02/16. Waiver of Subrogation applies with regard to the Workers' Compensation policy per the attached endorsement form WC990376(A). Should the policies be cancelled before the expiration date, Hub International Insurance Services Inc. (Hub), independent of any rights which may be afforded within the policies to the certificate holder named below, will provide to such certificate holder notice of such cancellation within thirty (30) days of the SEE ATTACHED ACORD 101 City of Palm Springs Dept of Public Works and Engineering 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 ALBEAWE-01 RDEANDA HUB International Insurance Services Inc. PO Box 5345 Riverside, CA 92517 Kristie Koehrer cal.cpu@hubinternational.com Travelers Property Casualty Company of America Lexington Insurance Company X 9/1/2025 X X X X X X X Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. HUB International Insurance Services Inc. ALBEAWE-01 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance License # 0757776 0 SEE P 1 Albert A. Webb Associates 3788 McCray Street Riverside, CA 92506 SEE PAGE 1 RDEANDA 1 Description of Operations/Locations/Vehicles: cancellation date, except in the event the cancellation is due to non-payment of premium, in which case Hub will provide to such certificate holder notice of such cancellation within ten (10) days of the cancellation date. Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.Non-Owned Watercraft – 75 Feet Long Or Less H.Blanket Additional Insured – Governmental Entities – Permits Or Authorizations Relating ToB.Who Is An Insured – Unnamed Subsidiaries PremisesC.Who Is An Insured – Retired Partners, Members, I.Blanket Additional Insured – GovernmentalDirectors And Employees Entities – Permits Or Authorizations Relating ToD.Who Is An Insured – Employees And Volunteer OperationsWorkers – Bodily Injury To Co-Employees, Co- J.Incidental Medical MalpracticeVolunteer Workers And Retired Partners, Members, Directors And Employees K.Medical Payments – Increased Limit E.Who Is An Insured – Newly Acquired Or Formed L.Amendment Of Excess Insurance Condition – Limited Liability Companies Profess ional Liability F.Blanket Additional Insured – Controlling Interest M.Blanket Waiver Of Subrogation – When Required By Written Contract Or AgreementG.Blanket Additional Insured – Mortgagees, Assignees, Successors Or Receivers N.Contractual Liability – Railroads PROVISIONS uses or is responsible for the use of a watercraft that you do not own that is:A. NON-OWNED WATERCRAFT – 75 FEET (1)75 feet long or less; andLONG OR LESS (2)Not being used to carry any person1.The following replaces Paragraph (2)of or property for a charge;Exclusion g.,Aircraft, Auto Or Watercraft, in Paragraph 2.of SECTION I –B. WHO IS AN INSURED – UNNAMED COVERAGES – COVERAGE A – BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II – WHO ISLIABILITY:AN INSURED: (2)A watercraft you do not own that is:Any of your subsidiaries, other than a partnership(a)75 feet long or less; and or joint venture, that is not shown as a Named (b)Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge;if: 2.The following replaces Paragraph 2.e.of a.You are the sole owner of, or maintain an SECTION II – WHO IS AN INSURED:ownership interest of more than 50% in, such subsidiary on the first day of the policye.Any person or organization that, with period; andyour express or implied consent, either CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 1 of 6 Includes co py righted material of Insurance Services Office, Inc. with its permission. Albert A. Webb Associates Policy Number: P-630-8W805292-TIL-24 Policy Period: 09/01/2024 to 09/01/2025 Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC COMMERCIAL GENERAL LIABILITY Unless you are in the business or occupationb.Such subsidiary is not an insured under of providing professional health caresimilar other insurance. services, Paragraphs (1)(a),(b),(c)and (d)No such subsidiary is an insured for "bodily above do not apply to "bodily injury" arisinginjury" or "property damage" that occurred, or out of providing or failing to provide first aid"personal and advertising injury" caused by an or "Good Samaritan services" by any of youroffense committed:retired partners, members, directors or a.Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary; or retired partners, members, directors or "employees" providing or failing to provideb.After the date, if any, during the policy period first aid or "Good Samaritan services" duringthat you no longer maintain an ownership their work hours for you will be deemed to beinterest of more than 50% in such subsidiary.acting within the scope of their employmentFor purposes of Paragraph 1.of Section II – Who by you or performing duties related to theIs An Insured, each such subsidiary will be conduct of your business.deemed to be designated in the Declarations as:(2)"Personal injury": a.A limited liability company;(a)To you, to your current or retired b.An organization other than a partnership,partners or members (if you are ajoint venture or limited liability company; or partnership or joint venture), to your current or retired members (if you are ac.A trust; limited liability company), to your otheras indicated in its name or the documents that current or retired directors orgovern its structure."employees" while in the course of his or her employment or performing dutiesC. WHO IS AN INSURED – RETIRED PARTNERS, related to the conduct of your business,MEMBERS, DIRECTORS AND EMPLOYEES or to your other "volunteer workers"The following is added to Paragraph 2.of while performing duties related to theSECTION II – WHO IS AN INSURED:conduct of your business; Any person who is your retired partner, member,(b)To the spouse, child, parent, brother or director or "employee" that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or "volunteer worker" as a consequence ofacts within the scope of their employment by you Paragraph (2)(a)above;or while performing duties related to the conduct of your business. However, no such retired (c)For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone else who must pay damages because ofinsured for: the injury described in Paragraph (2)(a) (1)"Bodily injury":or (b)above; or (a)To you, to your current partners or (d)Arising out of his or her providing ormembers (if you are a partnership or failing to provide professional health carejoint venture), to your current members services.(if you are a limited liability company) or (3)"Property damage" to property:to your current directors; (a)Owned, occupied or used by; or(b)To the spouse, child, parent, brother or sister of that current partner, member or (b)Rented to, in the care, custody or controldirector as a consequence of Paragraph of, or over which physical control is(1)(a)above;being exercised for any purpose by; (c)For which there is any obligation to you, any of your retired partners, membersshare damages with or repay someone or directors, your current or retiredelse who must pay damages because of "employees" or "volunteer workers", anythe injury described in Paragraph (1)(a) current partner or member (if you are aor(b)above; or partnership or joint venture), or any current(d)Arising out of his or her providing or member (if you are a limited liabilityfailing to provide professional health care company) or current director.services. Page 2 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED – EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS – BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a.A limited liability company;WORKERS AND RETIRED PARTNERS, b.An organization other than a partnership,MEMBERS, DIRECTORS AND EMPLOYEES joint venture or limited liability company;The following is added to Paragraph 2.a.(1)of orSECTION II – WHO IS AN INSURED: c.A trust;Paragraphs (1)(a),(b)and (c)above do not as indicated in its name or the documentsapply to "bodily injury" to a current or retired co-that govern its structure."employee" while in the course of the co- "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED – duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1.The following is added to SECTION II –workers" or retired partners, members or WHO IS AN INSURED:directors while performing duties related to the Any person or organization that has financialconduct of your business.control of you is an insured with respect toE. WHO IS AN INSURED – NEWLY ACQUIRED liability for "bodily injury", "property damage"OR FORMED LIMITED LIABILITY COM PANIES or "personal and advertising injury" that The following replaces Paragraph 3.of arises out of: SECTION II – WHO IS AN INSURED:a.Such financial control; or 3.Any organization you newly acquire or form,b.Such person's or organization'sother than a partnership or joint venture, and ownership, maintenance or use ofof which you are the sole owner or in which premises leased to or occupied by you.you maintain an ownership interest of more The insurance provided to such person orthan 50%, will qualify as a Named Insured if organization does not apply to structuralthere is no other similar insurance available alterations, new construction or demolitionto that organization. However:operations performed by or on behalf of sucha.Coverage under this provision is person or organization.afforded only: 2.The following is added to Paragraph 4.of(1)Until the 180th day after you acquire SECTION II – WHO IS AN INSURED:or form the organization or the end This paragraph does not apply to anyof the policy period, whichever is premises owner, manager or lessor that hasearlier, if you do not report such financial control of you.organization in writing to us within 180 days after you acquire or form it;G. BLANKET ADDITIONAL INSURED – or MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS(2)Until the end of the policy period, when that date is later than 180 days The following is added to SECTION II – WHO ISafter you acquire or form such AN INSURED:organization, if you report such Any person or organization that is a mortgagee,organization in writing to us within assignee, successor or receiver and that you180 days after you acquire or form it; have agreed in a written contract or agreementb.Coverage A does not apply to "bodily to include as an additional insured on thisinjury" or "property damage" that Coverage Part is an insured, but only withoccurred before you ac quired or formed respect to its liability as mortgagee, assignee,the organization; and successor or receiver for "bodily injury", "property c.Coverage B does not apply to "personal damage" or "personal and advertising injury" and advertising injury" arising out of an that: offense committed before you acquired a.Is "bodily injury" or "property damage" thator formed the organization.occurs, or is "personal and advertising injury" For the purposes of Paragraph 1.of Section caused by an offense that is committed, II – Who Is An Insured, each such CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b.Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED – use of the premises for which that GOVERNMENTAL ENTITIES – PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II – WHO ISthis Coverage Part.AN INSURED: The insurance provided to such mortgagee,Any governmental entity that has issued a permitassignee, successor or receiver is subject to the or authorization with respect to operationsfollowing provisions:performed by you or on your behalf and that you a.The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less. and advertising injury" arising out of such operations.b.The insurance provided to such person or organization does not apply to:The insurance provided to such governmental entity does not apply to:(1)Any "bodily injury" or "property damage" that occurs, or any "personal and a.Any "bodily injury", "property damage" oradvertising injury" caused by an offense "personal and advertising injury" arising outthat is committed, after such contract or of operations performed for theagreement is no longer in effect; or governmental entity; or (2)Any "bodily injury", "property damage" or b.Any "bodily injury" or "property damage""personal and advertising injury" arising included in the "products-completedout of any structural alterations, new operations hazard".construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICEperformed by or on behalf of such 1.The following replaces Paragraph b.of themortgagee, assignee, successor or definition of "occurrence" in thereceiver. DEFINITIONS Section:H. BLANKET ADDITIONAL INSURED – b.An act or omission committed inGOVERNMENTAL ENTITIES – PERMITS OR providing or failing to provide "incidentalAUTHORIZATIONSRELATING TO PREMISES medical services", first aid or "GoodThe following is added to SECTION II – WHO IS Samaritan services" to a person, unlessAN INSURED:you are in the business or occupation of providing professional health careAny governmental entity that has issued a permit services.or authorization with respect to premises owned or occupied by, or rented or loaned to, you and 2.The following replaces the last paragraph of that you are required by any ordinance, law,Paragraph 2.a.(1)of SECTION II – WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupationCoverage Part is an insured, but only with of providing professional health carerespect to liability for "bodily injury", "property services, Paragraphs (1)(a),(b),(c)and (d)damage" or "personal and advertising injury"above do not apply to "bodily injury" arisingarising out of the existence, ownership, use,out of providing or failing to provide: maintenance, repair, construction, erection or (a)"Incidental medical services" by any ofremoval of any of the following for which that your "employees" who is a nurse,governmental entity has issued such permit or nurse assistant, emergency medicalauthorization: advertising signs, awnings,technician, paramedic, athletic trainer,canopies, cellar entrances, coal holes,audiologist, dietician, nutritionist,driveways, manholes, marquees, hoist away Page 4 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes co py righted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE: b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS: COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection: Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS: ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, we b.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY– RAILROADS 1.The following replaces Paragraph c.of the definition of "insured contract" in the DEFINITIONS Section: c.Any easement or license agreement; 2.Paragraph f.(1)of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii)That is insurance for "premises damage";If valid and collectible other insurance is available to (iii)If the loss arises out of thethe insured for a loss we cover under Coverages A maintenance or use of aircraft,or B of this Coverage Part, our obligations are "autos" or watercraft to the extentlimited as described in Paragraphs a.and b.below. not subject to any exclusion in thisAs used anywhere in this Coverage Part, other Coverage Part that applies toinsurance means insurance, or the funding of aircraft, "autos" or watercraft;losses, that is provided by, through or on behalf of: (iv)That is insurance available to a(i)Another insurance company;premises owner, manager or (ii)Us or any of our affiliated insurance companies,lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4.of Section II – Occurrence Limit provision of Paragraph 5.of Who Is An Insured, except when Section III – Limits Of Insurance or the Non Paragraph d.below applies; or cumulation of Personal and Advertising Injury (v)That is insurance available to anLimit provision of Paragraph 4.of Section III –equipment lessor that qualifies asLimits of Insurance applies because the an insured under Paragraph 5.ofAmendment – Non Cumulation Of Each Section II – Who Is An Insured,Occurrence Limit Of Liability And Non except when Paragraph d.belowCumulation Of Personal And Advertising Injury applies.Limit endorsement is included in this policy; (b)Any of the other insurance, whether(iii)Any risk retention group; or primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance.additional insured, or is any other insured that does not qualify as aOther insurance does not include umbrella named insured, under such otherinsurance, or excess insurance, that was bought insurance.specifically to apply in excess of the Limits of (2)When this insurance is excess, we willInsurance shown in the Declarations of this have no duty under Coverages A or B toCoverage Part. defend the insured against any "suit" if anyAs used anywhere in this Coverage Part, other other insurer has a duty to defend theinsurer means a provider of other insurance. As insured against that "suit". If no otherused in Paragraph c.below, insurer means a insurer defends, we will undertake to do so,provider of insurance.but we will be entitled to the insured's rights against all those other insurers.a. Primary Insurance (3)When this insurance is excess over otherThis insurance is primary except when insurance, we will pay only our share of theParagraphb.below applies. If this insurance is amount of the loss, if any, that exceeds theprimary, our obligations are not affected unless sumof:any of the other insurance is also primary. (a)The total amount that all such otherThen, we will share with all that other insurance insurance would pay for the loss in theby the method described in Paragraph c.below, absence of this insurance; andexcept when Paragraph d.below applies. (b)The total of all deductible and self-b. Excess Insurance insured amounts under all that other (1)This insurance is excess over:insurance. (4)We will share the remaining loss, if any,(a)Any of the other insurance, whether with any other insurance that is notprimary, excess, contingent or on any described in this Excess Insuranceother basis: provision and was not bought specifically to(i)That is Fire, Extended Coverage,apply in excess of the Limits of InsuranceBuilder's Risk, Installation Risk or shown in the Declarations of this Coveragesimilar coverage for "your work";Part. CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page15 of21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Albert A. Webb Associates Policy Number: P-630-8W805292-TIL-24 Policy Period: 09/01/2024 to 09/01/2025 Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a.The statements in the Declarations are accurate and complete;If all of the other insurance permits contribution by equal shares, we will follow this method also.b.Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c.We have issued this policy in reliance uponlimit of insurance or none of the loss remains,your representations.whichever comes first.The unintentional omission of, or unintentional errorIf any of the other insurance does not permit in, any information provided by you which we reliedcontribution by equal shares, we will contribute upon in issuing this policy will not prejudice yourby limits. Under this method, each insurer's rights under this insurance. However, this provisionshare is based on the ratio of its applicable limit does not affect our right to collect additionalof insurance to the total applicable limits of premium or to exercise our rights of cancellation orinsurance of all insurers.nonrenewalin accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, andagreement that the insurance afforded to an any rights or duties specifically assigned in thisinsured under this Coverage Part must apply on Coverage Part to the first Named Insured, thisa primary basis, or a primary and non-insurance applies:contributory basis, this insurance is primary to a.As if each Named Insured were the onlyother insurance that is available to such insured Named Insured; andwhich covers such insured as a named insured, b.Separately to each insured against whom claimand we will not share with that other insurance, is made or "suit" is brought.provided that: 8. Transfer Of Rights Of Recovery Against Others(1)The "bodily injury" or "property damage" for To Uswhich coverage is sought occurs; and If the insured has rights to recover all or part of any(2)The "personal and advertising injury" for payment we have made under this Coverage Part,which coverage is sought is caused by an those rights are transferred to us. The insured mustoffense that is committed;do nothing after loss to impair them. At our request,subsequent to the signing of that contract or the insured will bring "suit" or transfer those rightsagreement by you.to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a.We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we willPart in accordance with our rules and rates.mail or deliver to the first Named Insured shown in b.Premium shown in this Coverage Part as the Declarations written notice of the nonrenewaladvance premium is a deposit premium only. At not less than 30 days before the expiration date.the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficientthe earned premium for that period and send proof of notice.notice to the first Named Insured. The due date SECTION V – DEFINITIONSfor audit and retrospective premiums is the date shown as the due date on the bill. If the sum of 1."Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured.supporters. For the purposes of this definition: c.The first Named Insured must keep records of a.Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request.b.Regarding websites, only that part of a website 6. Representations that is about your goods, products or services for the purposes of attracting customers orBy accepting this policy, you agree: supporters is considered an advertisement. Page16 of21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC Albert A. Webb Associates Policy Number: BA-9T94622A-24-43-G Policy Term: 09/01/2024 to 09/01/2025 Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED – PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2.The following is added to Paragraph B.5.,Other Insurance of SECTION IV – BUSINESS AUTO1.The following is added to Paragraph A.1.c., Who CONDITIONS:Is An Insured, of SECTION Il – COVERED AUTOS LIABILITY COVERAGE:Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requiresthat person's or organization's liability for the this insurance to be primary and non-contributory.conduct of another "insured". CA T4 74 02 16 ú 2016 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Albert A. Webb Associates Policy Number: BA-9T94622A-24-43-G Policy Term: 09/01/2024 to 09/01/2025 Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ONE TOWER SQUARE HARTFORD CT 06183 ENDORSEMENT WC 99 03 76 ( A) - 003 POLICY NUMBER: UB-4J648178-24-43-G ST ASSIGN: Page 1 of 1 DATE OF ISSUE: 09-1-23 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT –CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be mium. 2.00 % of the California workers' compensation pre- Schedule Job Description Person or Organization ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. ARCHITECTURAL SERVICES This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Policy No. Endorsement No. Premium Insurance Company Countersigned by 09/01/2024-09/01/2025 Albert A. Webb Associates UB-4J648178-24-43-G Docusign Envelope ID: EC2A8178-3BCB-47CB-91F5-EB81F13D30AC