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HomeMy WebLinkAboutA5507 - WILLDAN FINANCIAL SERVICES - WFS (FORMERLY MUNIFINANCIAL SERVICES INC) : ARBITRAGE REBATE SERVICES AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this day of a 20191 by and between WILLDAN FINANCIAL SERVICES ("WFS"), a corporation, and the City of Palm Springs, hereinafter referred to as"Client." CONTRACT TERM is (3)three years, contract is valid from June 6, 2019 thru June 6, 2022. Contract amount is not to exceed $20,000.00 for the term of the contract. WHEREAS, Client desires to employ WFS to furnish ongoing professional services in connection with Arbitrage Rebate Services, hereinafter referred to as the"Project." NOW, THEREFORE, in consideration of the mutual premises, covenants and conditions herein contained,the parties agree as follows: SECTION I—BASIC SERVICES WFS shall provide to the Client the basic services described in detail in "Exhibit A," Scope of Services, attached hereto and incorporated herein by this reference. SECTION II—ADDITIONAL SERVICES If authorized, WFS shall furnish additional services, which are in addition to the basic services. To the extent that the additional services have been identified in this Agreement, they are itemized in "Exhibit A" and will be paid for by Client as indicated in Section III hereof.As further additional services are requested by Client, this Agreement may be modified and subject to mutual consent by execution of an addendum by authorized representatives of both parties, setting forth the additional scope of services to be performed, the performance time schedule and the compensation for such services. SECTION III—COMPENSATION WFS shall be compensated for basic services rendered under Section I, as in accordance with the terms and conditions indicated in "Exhibit B," Fees for Services; and WFS will be compensated for any additional services rendered under Section II as more particularly described in a fully approved and executed addendum to this Agreement. If no addendum is executed, then WFS shall be compensated at its then- prevailing hourly rates for such additional services. WFS may submit monthly statements for basic and additional services rendered. It is intended that Client will make payments to WFS within thirty (30) days of invoice. All invoices not paid within thirty (30) days shall bear interest at the rate of one and one-half(1'/z) percent per month or the then-legal rate allowed. Willdan Financial Services Page 1 City of Palm Springs SECTION IV—INDEMNITY; INSURANCE REQUIRED A. Indemnity. WFS shall indemnify and hold harmless Client, its officers, officials, directors, employees, designated agents, and appointed volunteers from and against all claims, damages, losses and expenses, including attorney fees, arising out of the performance of the services described herein, to the extent caused in whole or in part by the negligent acts, errors, or omissions of WFS, any subconsultant, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence or willful misconduct of Client or Client's officers, agents, or employees. The parties shall cooperate with each other with respect to resolving any claim, liability or loss for which indemnification may be required hereunder, including by making, or causing the indemnified party to make, all commercially reasonable efforts to mitigate any such claim, liability or loss. Neither party shall have an obligation to indemnify the other party for any losses to the extent they are caused, contributed to or exacerbated by the actions or failure to act of the indemnified party, including without limitation, the failure to take actions to mitigate such losses. B. Insurance. Without in any way limiting WFS' liability pursuant to the indemnification described above, WFS shall maintain, during the term of this contract, the following insurance: Coverage Minimum Limits General Liability $1,000,000 Combined Single Limit, per Comprehensive General Liability, including: occurrence and general aggregate Premises and Operations Contractual Liability Personal Injury Liability Independent Contractors Liability(if applicable) Automobile Liability $1,000,000 Combined Single Limit, per Comprehensive Automobile Liability occurrence (including owned, non-owned and hired autos) Workers' Compensation and Employer's Statutory, $1,000,000 Liability Workers' Compensation Insurance Employer's Liability Professional Liability $1,000,000 per claim and annual aggregate Professional Liability Insurance Wilidan Financial Services Page 2 City of Palm Springs SECTION V—INDEPENDENT CONTRACTOR STATUS WFS shall be an independent contractor and shall have responsibility for and control over the details and means of providing the services under this Agreement. SECTION VI—OWNERSHIP AND MAINTENANCE OF DOCUMENTS WFS may rely upon the accuracy of any documents provided to WFS by Client. All documents, including without limitation, reports, plans, specifications, field data, field notes, laboratory test data, calculations, estimates, schedules, spreadsheets, or other documents furnished by WFS pursuant to this Agreement, regardless of media (e.g., paper, electronic, magnetic, optical, Mylar, etc), are instruments of WFS' services in respect to this Project and not products. All such documents shall remain the property of WFS provided, however, that a copy of the final documents shall be made available to Client upon request. These documents are not intended, nor represented to be suitable for reuse by Client or any others on extensions of this Project or on any other project. These documents shall not be changed or reused without the prior written consent of WFS. Any modification or reuse without specific written verification and adoption by WFS for the specific purposes intended will be at user's sole risk. Client agrees to save, keep and hold harmless WFS from all damages, costs or expenses in law and equity including costs of suit and attorneys' fees resulting from such unauthorized reuse. Client further agrees to compensate WFS for any time spent or expenses incurred by WFS in defense of any such claim, in accordance with WFS' prevailing fee schedule. Client acknowledges that its right to utilize the services and instruments of services of WFS will continue only so long as Client is not in default of the terms and conditions of this Agreement and Client has performed all obligations under this Agreement. Client further acknowledges that WFS has the unrestricted right to use the services provided pursuant to this Agreement, as well as to all instruments of service provided pursuant to this Agreement. Client agrees not to use or permit any other person to use any instruments of service prepared by WFS, which are not final and which WFS does not sign. Client agrees to be liable for any such use of non-final instruments of service not signed, stamped or sealed by WFS and waives liability against WFS for their use. WFS shall be entitled to rely upon, with no obligation to verify, the completeness and accuracy of all information, data, reports, studies, plans and specifications provided by Client or by Client's attorney(s), engineer(s), accountant(s), consultant(s) or employee(s) to Consultant. Client shall make no claim against WFS alleging that WFS should not have relied upon such information provided by Client to WFS. WFS' records, documents, calculations, test information and all other instruments of service shall be kept on file in legible form for a period of not less than two (2) years after completion of the services covered in this Agreement. Willdan Financial Services Page 3 City of Palm Springs SECTION VII—SUSPENSION OF SERVICES Client may, at any time, by thirty (30) days' written notice, suspend further performance by WFS. All suspensions shall extend the time schedule for performance in a mutually satisfactory manner and WFS shall be paid for all services performed and reimbursable expenses incurred prior to the suspensions date. SECTION VIII—TERMINATION Either party may terminate this Agreement at any time by giving thirty (30) days' written notice to the other party of such termination. If this Agreement is terminated as provided herein, WFS will be paid an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services of WFS covered by this Agreement, less payments of compensation previously made. SECTION IX—COMPLIANCE WITH LAW Each party hereto will use reasonable care to comply with applicable laws in effect at the time the services are performed hereunder, which to the best of their knowledge, information and belief apply to their respective obligations under this Agreement. Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor 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. Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, physical or mental disability, or medical condition. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, sexual orientation, gender identity, physical or mental disability, medical condition, or national origin. Such actions shall include, but not be 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. SECTION X—SUCCESSORS AND ASSIGNS This Agreement shall be binding on the successors and assigns of the parties; but either party, without written consent of the other party, shall not assign it. Willdan Financial Services Page 4 City of Palm Springs SECTION XI—ATTORNEYS' FEES In the event that any judgment is entered in any action upon this Agreement, the party hereto against whom such judgment is rendered agrees to pay the amount equal to the reasonable attorneys' fees .of the prevailing party in such action and that such amount may be added to and made a part of such judgment. SECTION XII—ALTERNATIVE DISPUTE RESOLUTION If a dispute arises between the parties relating to this Agreement, the parties agree to use the following procedure prior to either party pursuing other available remedies: A. A meeting shall be held promptly between the parties, attended by individuals with decision- making authority regarding the dispute,to attempt in good faith to negotiate a resolution of the dispute. B. If, within thirty (30) days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will jointly appoint a mutually-acceptable neutral person not affiliated with either of the parties (the "neutral"), seeking assistance in such regard if they have been unable to agree upon such appointment within forty (40) days from the initial meeting. The parties shall share the fees of the neutral equally. C. In consultation with the neutral, the parties will select or devise an alternative dispute resolution procedure ("ADR") by which they will attempt to resolve the dispute, and a time and place for the ADR to be held, with the neutral making the decision as to the procedure, and/or place and time (but unless circumstances require otherwise, not later than sixty(60) days after selection of the neutral) if the parties have been unable to agree on any of such matters within twenty(20)days after initial consultation with the neutral. D. The parties agree to participate in good faith in the ADR to its conclusion, as designated by the neutral. If the parties are not successful in resolving the dispute through the ADR, then the parties may agree to submit the matter to binding arbitration or a private adjudicator, or either party may seek an adjudicated resolution through the appropriate court. SECTION XIII—RECORDS Records of WFS' direct labor costs, payroll costs, and reimbursable expenses pertaining to the Project covered by this Agreement will be kept on a generally recognized accounting basis and made available during normal business hours upon reasonable notice. WFS' records will be available for examination and audit if and as required. Willdan Financial Services Page 5 City of Palm Springs SECTION XIV—MISCELLANEOUS PROVISIONS This Agreement is subject to the following special provisions: A. The titles used in this Agreement are for general reference only and are not a part of the Agreement. B. This Agreement shall be interpreted as though prepared by both parties. C. Any provision of this Agreement held to violate any law shall be deemed void, and all remaining provisions shall continue in full force and effect. D. This Agreement shall be interpreted under the laws of the State of California. E. This Agreement comprises a final and complete repository of the understandings between the parties and supersedes all prior or contemporary communications, representations, or agreements, whether oral or written, relating to the subject matter of this Agreement. F. Any notices given pursuant to this Agreement shall be effective on the third business day after posting by first class mail, postage prepaid, to the address appearing immediately after the signatures below. G. WFS shall not be liable for damages resulting from the actions or inactions of governmental agencies, including, but not limited to: permit processing, environmental impact reports, dedications, General Plans, and amendments thereto; zoning matters, annexations, or consolidations; use or Conditional Use Permits; project or plan approvals; and building permits. H. WFS'waiver of any term, condition, or covenant, or breach of any term, condition, or covenant, shall not constitute the waiver of any subsequent breach of any other term, condition, or covenant. I. Client acknowledges that WFS is not responsible for the performance of services by third parties, provided that said WFS has not retained third parties. Willdan Financial Services Page 6 City of Palm Springs by IN WITNES&WHEREOF, the,porties hereto have accepted, made and"executed this Agreement"upon: the terms;conditions, and provisrons.:above,stated,as of the day and year l.first above written Willdan Financial S s Cit. of Palm Springs BY! By; Anne.C.,PeleJ David,H Reedy, Title: Vice President&Group Manager . Title:, Crty.Manager. Address: 27368 Via lndustrra,Suite:200, Atldress,. 3200E Tahqu�tz Canyon Way,F Temecula;Galifomla 92590` Palmspnngs California 926� 9 Da fe so n Zo v nn ATTEST ,:.' :.: -:: .,, ��rF(ll�r � ry r+ITI!alt�R•� i�r By 1r�50 7 thoily City Clerk . , Date- LL 1b APPROVED, AS FORM By. Je Ballinger., City Attorney Date ` V „ Willdan Financial Services: :. page,7 City of Palm Spring$ .. ,.. IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this Agreement upon the terms, conditions, and provisions above stated, as of the day and year first above written. Willdan Financial S City of Palm Springs By: By: Anne C. Pelej David H. Ready, Esq., Ph.D. Title: Vice President&Group Manager Title: City Manager Address: 27368 Via Industria, Suite 200 Address: 3200 E. Tahquitz Canyon Way Temecula, California 92590 Palm Springs, California 92262 Date: S' /3 /9 Date: Willdan Financial Services Page 7 City of Palm Springs Exhibit A SCOPE OF SERVICES Task 9: Define Compliance Needs and Provide Implementation Schedule Objective: Obtain bond documents, prior reports,and transactional data necessary to prepare arbitrage computations. Description: Willdan will review the bond documents and prior reports provided by the Client and assess the special elections made at issue and the availability of regulatory exceptions. Deliverable: Implementation schedule and access to online Compliance Management System. Task 2: Verify Bond Yield and Prepare Arbitrage Rebate and Yield Restriction Analysis Objective: Compute the cumulative arbitrage rebate liability and/or yield reduction payment accrual for each bond. Description: Utilizing data provided by the Client and authorized third parties,Willdan will: ■ Verify the bond yield as stated on the 8038G; ■ Identify gross proceeds,transferred proceeds, replacement proceeds, and all other funds subject to arbitrage rebate compliance; • Assume all expenditures of bond proceeds have been made in accordance with Section 148(f)of the Internal Revenue Code; ■ Compute investment earnings,taking into account the proper allocation of commingled funds; ■ Future value transactions to the computation date; ■ Test for exceptions to rebate and penalty in-lieu requirements; ■ Analyze unspent construction funds,overfunded reserves, and other events that may be in violation of Section 148 of the tax code; ■ Determine the yield reduction payment pursuant to Section 148(f)of the Internal Revenue Code;and ■ Determine the cumulative arbitrage liability pursuant to Section 148(f)of the Internal Revenue Code. Deliverable: None. Task 3: Review and Assess Analysis Outcome Objective: Multi-tiered review of each prepared report and internal discussion of assumptions and opportunities to reduce the rebate liability. Description: Proper application of the arbitrage rebate regulations requires understanding the purpose of the financing and the investment and expenditure of bond proceeds. Once the mathematical analysis is complete, two (2) senior-level rebate consultants will perform a comprehensive review of the report noting computational assumptions and technical issues to be evaluated. If appropriate, these issues will be communicated to the Client. Deliverable: Possible discussion with your staff. Willdan Financial Services Page 8 City of Palm Springs Exhibit A Task 4: Conclusions, Recommendations, and Action Plan Objective: Develop conclusions, recommendations, and produce reports. Description: Willdan will deliver a cumulative inception to current bond year arbitrage rebate report for each bond under contract and, if warranted,will offer recommendations for actions to be taken including: ■ Areas where allocation and accounting methodology could be enhanced; ■ Identification of technologies not currently in use that may be applicable and appropriate for future consideration; ■ Identification of obstacles or challenges that could prevent timely or accurate compliance;and ■ Instructions for filing IRS forms. Deliverable: Completed arbitrage rebate report for each bond under contract inclusive of: ■ Executive Summary detailing the assumptions and methodology used; ■ Summary Analysis of all relevant dates; ■ Sources and uses of funds; ■ Arbitrage yield and yield restriction requirements; ■ Rebate liability summarized and by fund; ■ Arbitrage/Investment Yield Comparison Graph; ■ Rebate Calculations by fund; and ■ Outstanding Investments Summary. Task 5: Review Results Objective: Discuss arbitrage rebate positions, opportunities, and possible areas of enforcement concern. Description: Key strategic and procedural issues will be discussed, as well as strengths and challenges relating to long-term arbitrage rebate compliance. Deliverable: Discussion with Client staff. Task 6: File IRS Payment and Refund Requests Objective: Assist with filing arbitrage rebate payments and refund requests. Description: Willdan will supply completed IRS forms and payment instructions, as needed. Deliverable: Completed IRS Payment and Refund Request Forms, with accompanying instructions. Willdan will rely on the validity and accuracy of the City's data and documentation to complete our analysis. Willdan will rely on the data as being accurate without performing an independent verification of accuracy, and that we will not be responsible for any errors that result from inaccurate data provided by the Client or a third party. Willdan Financial Services Page 9 City of Palm Springs Exhibit B FEES FOR SERVICES To the extent that the necessary information is available, WFS endeavors to quote fees that accurately reflect the complexity of the services needed. If circumstances are encountered that affect our ability to proceed, such as additional information coming to our attention not determined or available during our scoping efforts, we will inform you promptly and seek your approval for any changes in scope, timing or fees that may result from such circumstances. ReportIssue Name Principal Issue Next Fee' Amount date Consolidated Reassessment District No.2015-1 $6,645,000 4/2/2015 9/2/2019 $2,500 2015 Local Measure A Sales Tax Revenue Bonds'- onds_ $6,245,000 4/21/2015 6/1/2020 $2,500 2006 Airport Passenger Facility Charge Subordinate-Refunding $12,115,000 5/2/2006 7/1/2020- $2,000 Revenue Bonds(Palm Springs International Airport) 2015 Lease Revenue Refunding Bonds $5,680,000 12/15/2015 11/1/2020 $2,500 Lease Revenue Refunding Bonds, 2012 Series A (Convention Center Project) $23,980,000 2/22/2012 11/1/2021 $500 2017 Lease Revenue Refunding Bonds $9,9701000`. 6/13/2017 5/1/2022 $2,500 Lease Revenue Bonds, 2012 Series B (Downtown Revitalization Project) $44,965,000 6/28/2012 6/1/2022 $2,000 Additional Fees-Commingled Funds/Transferred Proceeds Analysis $5,500 Total $20,000 Bona fide debt service analysis Billed invoices are required to be paid within 30 days. Willdan Financial Services Page 10 City of Palm Springs CITY OF PALM SPRINGS, CA CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor 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. Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor 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"). Contractor 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, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor 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 Contractor 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. NAME OF CONTRACTOR/VENDOR: Willdan Financial Services NAME and TITLE of Authorized Representative: (Print) Robert C. Fisher, Vice President Signature and DateAuo �Reesentativ (Sign) (Date) 5/21/2019 CERTIFICATE OF LIABILITY INSURANCE DAT05/24/20119 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 0 BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED o REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. c) 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 w certificate does not confer rights to the certificate holder in lieu of such endorsement(s). m PRODUCER CONTACT .a Aon Risk Insurance Services West, Inc. 'NAME: Los An el es CA Office (AICNNo.Ext): (866) 283-7122 AX No.: (800) 363-0105 d 707 Wilshire Boulevard E-MAILL c Suite 2600 ADDRESS: _ LOS Angeles CA 90017-0460 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Travelers Property Cas CO of America 25674 willdan Financial Services INSURERB: Lexington Insurance Company 19437 27368 via Industria Suite 200 INSURERC: Temecula, CA 92590 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570076358829 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OFINSURANCE INSD ADOL WVD POLICY NUMBER MMIDD (MMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY P63073366586TILIBEACH OCCURRENCE $1,000,000 CLAIMS-MADE ❑X OCCUR DAMAGE O $1,000,000 PREMISES Ea occurrence X Employee Benefits Liability MED EXP(Any one person) $15,000 Contractual Liability Included PERSONAL&ADV INJURY $1,000,000 N GEN'LAGGREGATE LIMITAPPLIES PER: [GENERAL AGGREGATE $2,000,000 Ri POLICY ❑PRO ❑LOC ODUCTS-COMP/OPAGG $2,000,000 JECT 0 OTHER: o n A P-810-77 3 65 3 3 2-TIL-18 11/09/201811 09 2019 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY / / $1,OOO,000 (Ea accident X ANYAUTO BODILY INJURY(Per person) Z OWNED SCHEDULED BODILY INJURY(Per accident) d AUTOS ONLY AUTOS HIREDAUTOS NON-OWNED PROPERTY DAMAGE V ONLY AUTOS ONLY Per accident 41 UMBRELLA LIAR OCCUR EACH OCCURRENCE V EXCESS LIAB HCLAIMS-MADE AGGREGATE DED RETENTION A WORKERS COMPENSATION AND UBOL6636781843G 11/09/201811/09/2019 X PER OTH- EMPLOYERS'LIABILITY YIN N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? F9 N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000— B Archit&Eng Prof 028174912 11/09/2018 11/09/2019 Aggregate $2,000,000 SIR applies per policy terns & condi ions Per Claim $1,000,000 SIR $250,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Palm Springs, its elected and appointed officials, officers, agents, employees and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. i General Liability and Automobile Liability policies evidenced herein are Primary and Non-Contributory to other insurance 74-i available to an Additional Insured, but only in accordance with the policy's provisions. A Waiver of subrogation is granted in favor of Certificate Holder in accordance with the policy provisions of the General Liability, Automobile Liability and Workers' Compensation policies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Palm Springs AUTHORIZED REPRESENTATIVE Attn: David H. Ready, Esq., Ph.D. City Manager 3200 E. Tahquitz Canyon Way Palm Springs CA 92262 USA 'Willi na ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: P6307J366586TIL18 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II —WHO IS plies only to such "bodily injury" or "property AN INSURED: damage"that occurs before the end of the pe- Any person or organization that you agree in a riod of time for which the "written contract re- "written contract requiring insurance"to include as quiring insurance" requires you to provide an additional insured on this Coverage Part, but: such coverage or the end of the policy period, whichever is earlier. a. Only with respect to liability for"bodily injury", "property damage"or"personal injury'; and 2. The following is added to Paragraph 4.a. of SEC- b. If, and only to the extent that, the injury or CONDITIONS: damage is caused by acts or omissions of you or your subcontractor in the performance The insurance provided to the additional insured of "your work" to which the "written contract is excess over any valid and collectible "other in- requiring insurance" applies. The person or surance , whether primary, excess, contingent or organization does not qualify as an additional on any other basis, that is available to the addi- insured with respect to the independent acts tional insured for a loss we cover. However, if you or omissions of such person or organization. specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- The insurance provided to such additional insured ditional insured under this Coverage Part must is limited as follows: apply on a primary basis or a primary and non- c. In the event that the Limits of Insurance of contributory basis, this insurance is primary to this Coverage Part shown in the Declarations "other insurance" available to the additional in- exceed the limits of liability required by the sured which covers that person or organization as "written contract requiring insurance", the in- a named insured for such loss, and we will not surance provided to the additional insured share with that "other insurance". But this insur- shall be limited to the limits of liability required ance provided to the additional insured still is ex- by that "written contract requiring insurance". cess over any valid and collectible "other insur- This endorsement shall not increase the limits ante", whether primary, excess, contingent or on of insurance described in Section III — Limits any other basis, that is available to the additional Of Insurance. insured when that person or organization is an d. This insurance does not apply to the'render- additional insured under any"other insurance". ing of or failure to render any "professional 3. The following is added to SECTION IV — COM- services" or construction management errors MERCIAL GENERAL LIABILITY CONDITIONS: or omissions. Duties Of An Additional Insured e. This insurance does not apply to "bodily in- As a condition of coverage provided to the addi- jury" or "property damage" caused by "your tional insured: work" and included in the "products- completed operations hazard" unless the a. The additional insured must give us written "written contract requiring insurance" specifi- notice as soon as practicable of an "occur- cally requires you to provide such coverage rence" or an offense which may result in a for that additional insured, and then the insur- claim. To the extent possible, such notice ance provided to the additional insured ap- should include: CG D4 14 04 08 0 2008 The Travelers Companies; Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" any provider of other insurance which would or offense took place; cover the additional insured for a loss we ii. The names and addresses of any injured cover. However, this condition does not affect persons and witnesses; and whether this insurance provided to the addi- Ill. The nature and location of any injury or tional insured is primary to that other insur- damage arising out of the "occurrence" or ance available to the additional insured which offense. covers that person or organization as a named insured. b. If a claim is made or "suit" is brought against Sec- the additional insured, the additional insured 4. The following is added to the DEFINITIONS Sec- m tion: must: i. Immediately record the specifics of the "Written contract requiring insurance" means that claim or"suit"and the date received; and part of any written contract or agreement under ii. Notify us as soon as practicable. which you are required to include a person or or- ganization as an additional insured on this Cover- The additional insured must see to it that we age Part, provided that the "bodily injury" and receive written notice of the claim or"suit" as "property damage" occurs and the "personal in- soon as practicable. jury" is caused by an offense committed: c. The additional insured must immediately send a. After the signing and execution of the contract us copies of all legal papers received in con- or agreement by you; nection with the claim or"suit", cooperate with b. While that part of the contract or agreement is us in the investigation or settlement of the in effect; and claim or defense against the "suit", and oth- erwise comply with all policy conditions. c. Before the end of the policy period. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to Page 2 of 2 0 2008 The Travelers Companies,Inc. CG D4 14 04 08 Policy Number: P6307J366586TIL18 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ARCHITECTS, ENGINEERS AND SURVEYORS INDUSTRYEDGE sM ENDORSEMENT 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 cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured M. Who Is An Insured — Newly Acquired Or B. Incidental Medical Malpractice Formed Organizations C. Reasonable Force — Bodily Injury Or Property N. Injury To Co-Employees And Co-Volunteer Damage Workers D. Non-Owned Watercraft— Increased To Up To O. Medical Payments Limit 75 feet P. Knowledge And Notice Of Occurrence Or E. Aircraft Chartered With Pilot Offense F. Extension Of Coverage — Damage To Q. Other Insurance Condition Premises Rented To You R. Unintentional Omission G. Personal Injury—Assumed by Contract S. Waiver Of Transfer Of Rights Of Recovery H. Increased Supplementary Payments Against Others To Us When Required By Contract I. Additional Insured — Owner, Manager Or Lessor Of Premises T. Amended Bodily Injury Definition J. Additional Insured — Lessor Of Leased Equip- U. Amended Insured Contract Definition — Bail- ment road Easement K. Additional Insured — State Or Political V. Additional Definition — Written Contract Re- Subdivisions—Permits Relating To Premises quiring Insurance L. Additional Insured — State Or Political Subdivisions—Permits Relating To Operations PROVISIONS ever, coverage for any such additional organiza- A. BROADENED NAMED INSURED — UNNAMED tion will cease as of the date, if any, during the SUBSIDIARIES policy period, that you no longer are the sole The Named Insured in Item 1. of the Declarations owner of, or maintain the majority ownership in- is amended as follows: terest in, such organization. B. INCIDENTAL MEDICAL MALPRACTICE The person or organization named in Item 1. of the Declarations and any organization, other than 1. The following is added to the definition of"oc- a partnership, joint venture, limited liability com- currence In the DEFINITIONS Section: pany or trust, of which you are the sole owner or Unless you are in the business or occupation in which you maintain the majority ownership in- of providing professional health care services, terest on the effective date of the policy. How- "occurrence" also means an act or omission CG D4 15 05 08(Rev.10-08) ©2008 The Travelers Companies,Inc. Page 1 of 8 COMMERCIAL GENERAL LIABILITY committed by any of your"employees"who is for "bodily injury" that arises out of providing employed by you as a registered nurse, li- or failing to provide "incidental medical ser- censed practical nurse, emergency medical vices" or "Good Samaritan services", except technician or paramedic, in providing or failing for insurance purchased specifically by you to to provide "incidental medical services" or apply in excess of the Limits of Insurance "Good Samaritan services"to a person. shown in the Declarations for this Coverage 2. The following is added to the DEFINITIONS Part. Section: 6. The following is added to Paragraph 5. of a. "Incidental medical services" means SECTION III—LIMITS OF INSURANCE: medical, surgical, dental, laboratory, x-ray For the purposes of determining the applica- or nursing service, treatment, advice or ble Each Occurrence Limit, all related acts or instruction; the related furnishing of food omissions committed by any of your"employ- or beverages; the furnishing or dispens- ees" in providing or failing to provide"inciden- ing of drugs or medical supplies or appli- tal medical services" or"Good Samaritan ser- ances; or first aid. vices"to any one person will be deemed to be b. "Good Samaritan services" means those one 'occurrence". medical services rendered or provided in C. REASONABLE FORCE PROPERTY DAMAGE— an emergency and for which no remu- EXCEPTION TO EXPECTED OR INTENDED IN- neration is demanded or received. JURY EXCLUSION 3. The following is added to Paragraph 2.a.(1) The following replaces Exclusion a., Expected Or of SECTION II—WHO IS AN INSURED Intended Injury, in Paragraph 2. of SECTION I — Paragraphs (1) (a), (b), (c) and (d) above do COVERAGES — COVERAGE A BODILY IN- not apply to any of your"employees" who are JURY AND PROPERTY DAMAGE LIABILITY: employed by you as a registered nurse, li- a. Expected Or Intended Injury Or Damage censed practical nurse, emergency medical technician or paramedic but only while per- "Bodily injury" or"property damage" expected forming the services described in Paragraph or intended from the standpoint of the in- 1. above and while acting within the scope of sured. This exclusion does not apply to "bod- their employment by you. Any such "employ- ily injury" or"property damage" resulting from ees" rendering "incidental medical services" the use of reasonable force to protect any or"Good Samaritan services" will be deemed person or property. to be acting within the scope of their employ- D. NON-OWNED WATERCRAFT — INCREASED ment by you. TO UP TO 75 FEET 4. The following exclusion is added to Para- 1. The following replaces Paragraph (2) of Ex- graph 2. Exclusions of SECTION I — COV- clusion g., Aircraft, Auto Or Watercraft, in ERAGES—COVERAGE A BODILY INJURY Paragraph 2. of SECTION I — COVERAGES AND PROPERTY DAMAGE LIABILITY: — COVERAGE A BODILY INJURY AND Sale of Pharmaceuticals PROPERTY DAMAGE LIABILITY: "Bodily injury" or "property damage" arising (2) A watercraft you do not own that is: out of the willful violation of a penal statute or (a) Less than 75 feet long; and ordinance relating to the sale of pharmaceuti- (b) Not being used to carry any person or cals committed by or with the knowledge or property for a charge. consent of the insured. 2. The following is added to SECTION II—WHO 5. The following is added to Paragraph 4.b., Ex- IS AN INSURED: cess Insurance, of SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDI- Any person who, with your expressed or im- TIONS: plied consent, either uses or is responsible for the use of a nonowned watercraft that is less This insurance is excess over any valid and than 75 feet and not being used to carry per- collectible 'other insurance", whether primary, son or property for a charge is included as an excess, contingent or on any other basis, that insured under this Coverage Part. is available to you or any of your"employees" Page 2 of 8 ©2008 The Travelers Companies,Inc. CG D4 15 05 08(Rev.10-08) COMMERCIAL GENERAL LIABILITY E. AIRCRAFT CHARTERED WITH PILOT of the owner, caused by: fire; explosion; light- The following is added to Exclusion g., Aircraft, ning; smoke resulting from such fire, explo- Auto Or Watercraft, in Paragraph 2.of SECTION sion, or lightning; or water. The Damage To — COVERAGES — COVERAGE A BODILY IN- Premises Rented To You Limit will apply to all JURY AND PROPERTY DAMAGE LIABILITY: "property damage" proximately caused by the same 'occurrence", whether such damage This exclusion does not apply to an aircraft that results from: fire; explosion; lightning; smoke is: resulting from such fire, explosion, or light- (a) Chartered with a pilot to any insured; and ning; or water; or any combination of any of (b) Not owned by any insured. these causes. F. EXTENSION OF COVERAGE — DAMAGE TO The Damage To Premises Rented To You PREMISES RENTED TO YOU Limit will be the higher of: 1. The following replaces the last paragraph of a. $300,000; or SECTION I—COVERAGES—COVERAGE A b. The amount shown for the Damage To BODILY INJURY AND PROPERTY DAM- Premises Rented To You Limit in the AGE LIABILITY: Declarations for this Coverage Part. Exclusions c.through n. do not apply to dam- 4. The following replaces Paragraph a. of the age to premises while rented to you, or tem- definition of"insured contract" in the DEFINI- porarily occupied by you with permission of TIONS Section: the owner, caused by: a. A contract for a lease of premises. How- a. Fire; ever, that portion of the contract for a lease of premises that indemnifies any b. Explosion; person or organization for damage to c. Lightning; premises while rented to you, or tempo- d. Smoke resulting from such fire, explosion, rarily occupied by you with permission of or lightning; or the owner, caused by: fire; explosion; e. Water. lightning; smoke resulting from such fire, explosion, or lightning; or water is not an A separate limit of insurance applies to this "insured contract"; coverage as described in SECTION III—LIM- G. PERSONAL INJURY — ASSUMED BY CON- ITS OF INSURANCE TRACT 2. The insurance under this Provision F. does The following replaces Exclusion e., Contractual not apply to damage to premises while rented Liability in Paragraph 2. of-SECTION I — COV- to you, or temporarily occupied by you with ERAGES — COVERAGE B PERSONAL AND permission of the owner, caused by: ADVERTISING INJURY LIABILITY: a. Rupture, bursting, or operation of pres- "Advertising injury" for which the insured has as- sure relief devices; sumed liability in a contract or agreement. This b. Rupture or bursting due to expansion or exclusion does not apply to liability for damages swelling of the contents of any building or that the insured would have in the absence of the structure, caused by or resulting from wa- contract or agreement. ter; or H. INCREASED SUPPLEMENTARY PAYMENTS c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines. 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS — COVER- 3. The following replaces Paragraph 6. of SEC- AGES A AND B of SECTION I — COVER- TION III—LIMITS OF INSURANCE AGES: Subject to 5. above, the Damage To Prem- b. Up to $2,500 for cost of bail bonds re- ises Rented To You Limit is the most we will quired because of accidents or traffic law pay under Coverage A for the sum of all violations arising out of the use of any damages because of "property damage" to vehicle to which the Bodily Injury Liability any one premises while rented to you, or Coverage applies. We do not.have to fur- temporarily occupied by you with permission nish these bonds. CG D4 15 05 08(Rev.10-08) ©2008 The Travelers Companies,Inc. Page 3 of 8 COMMERCIAL GENERAL LIABILITY 2. The following replaces Paragraph 1.d. of performed by or on behalf of such SUPPLEMENTARY PAYMENTS — COVER- additional insured; or AGES A AND B of SECTION I — COVER- (3) Any premises for which coverage is AGES: excluded by another endorsement to d. All reasonable expenses incurred by the this Coverage Part. insured at our request to assist us in the 3. This Provision I. does not apply on any basis investigation or defense of the claim or to any person or organization for which cov- "suit", including actual loss of earnings up erage as an additional insured specifically is to $500 a day because of time off from added by another endorsement to this Cover- work. age Part. I. ADDITIONAL INSURED — OWNER, MANAGER J. ADDITIONAL INSURED—LESSOR OF LEASED OR LESSOR OF.PREMISES EQUIPMENT 1. The following is added to SECTION II—WHO 1. The following is added to SECTION II—WHO IS AN INSURED: IS AN INSURED: Any person or organization that you have Any person or organization that you have agreed in a "written contract requiring insur- agreed in a "written contract requiring insur- ance to include as an additional insured on ance" to include as an additional insured on this Coverage Part is an insured, but: this Coverage Part is an insured, but: a. Only with respect to liability for"bodily in- a. Only with respect to liability for "bodily in- jury or property damage that occurs, or jury" or"property damage" that occurs, or if injury" caused by an offense "personal injury" caused by an offense committed, after you have entered into committed, after you have entered into that written contract requiring insurance"; that"written contract requiring insurance"; and and b. Only if the "bodily injury", "property dam- b. Only if the "bodily injury", "property dam- age" or "personal injury" is caused, in age" or "personal injury" is caused, in whole or in part, by acts or omissions of whole or in part, by acts or omissions of you or any person or organization per- you or any person or organization per- forming operations on your behalf, and forming operations on your behalf, in the arises out of the ownership, maintenance maintenance, operation or use of equip- or use of that part of any premises leased ment leased to you by such additional in- to you under that "written contract requir- sured. ing insurance". 2. The insurance provided to such additional in- 2. The insurance provided to such additional in- sured under this Provision I. is subject to the sured under this Provision J. is subject to the following provisions: provisions: a. The limits of insurance afforded to such a. The limits of insurance afforded to such additional insured shall be the limits additional insured shall be the limits which you agreed to provide in the "writ- which you agreed to provide in the "writ- ten contract requiring insurance", or the ten contract requiring insurance", or the limits shown in the Declarations for this limits shown in the Declarations for this Coverage Part, whichever are less; and Coverage Part, whichever are less; and b. The insurance afforded to such additional b. The insurance afforded to such additional insured does not apply: insured does not apply to: 1 An "bodily injury" or "property dam- (1) To any "bodily injury" nor "property ( ) y y damage that occurs, or personal in- age" that occurs, or "personal injury" jury" caused by an offense commit- caused by an offense committed, af- ted, after the equipment lease ex- ter you cease to be a tenant in that pires; or premises; (2) Any structural alterations, new con- (2) If the equipment is leased with an struction or demolition operations operator. Page 4 of 8 ©2008 The Travelers Companies,Inc. CG D4 15 05 08(Rev.10-08) COMMERCIAL GENERAL LIABILITY 3. This Provision J. does not apply on any basis riod, whichever is earlier. Any such newly ac- to any person or organization for which cov- quired or formed organization that you report erage as an additional insured specifically is in writing to us within 180 days after you ac- added by another endorsement to this Cover- quire or form the organization will be covered age Part. under this provision until the end of the policy K. ADDITIONAL INSURED — STATE OR POLITI- period, even if there are more than 180 days CAL SUBDIVISIONS—PERMITS RELATING TO remaining until the end of the policy period. PREMISES N. INJURY TO CO-EMPLOYEES AND CO- The following is added to SECTION II —WHO IS VOLUNTEER WORKERS AN INSURED: The following is added to SECTION II —WHO IS Any state or political subdivision that has issued a AN INSURED: permit in connection with premises owned or oc- 1. Your "employees" are insureds with respect cupied by, or rented or loaned to, you, is an in- to "bodily injury" to a co-"employee" in the sured, but only with respect to "bodily injury", course of the co"employee's" employment by "property damage", "personal injury" or "advertis- you, or to your "volunteer workers" while per- ing injury" arising out of the existence, ownership, forming duties related to the conduct of your use, maintenance, repair, construction, erection business, provided that this coverage for your or removal of advertising signs, awnings, cano- "employees" does not apply to acts outside pies, cellar entrances, coal holes, driveways, the scope of their employment by you or while manholes, marquees, hoist away openings, side- performing duties unrelated to the conduct of walk vaults, elevators, street banners or decora- your business. tions for which that state or political subdivision 2. Your "volunteer workers" are insureds with has issued such permit. respect to "bodily injury" to a co-"volunteer L. ADDITIONAL INSURED — STATE OR POLITI- worker" while performing duties related to the CAL SUBDIVISIONS—PERMITS RELATING TO conduct of your business, or to your "employ- OPERATIONS ees" in the course of the "employee's" em- The following is added to SECTION II —WHO IS ployment by you, provided that this coverage AN INSURED: for your "volunteer workers" does not apply while performing duties unrelated to the con- Any state or political subdivision that has issued a duct of your business. permit is an insured, but only with respect to bod- ily injury', "property damage", "personal injury" or 3. Subparagraphs 2.a.(1)(a), (b) and (c) and "advertising injury" arising out of operations per- 3.a. of SECTION II —WHO IS AN INSURED formed by you or on your behalf for which that do not apply to "bodily injury"for which insur- state or political subdivision has issued such ance is provided by paragraph 1.or 2.above. permit. However, no such state or political subdi- O. MEDICAL PAYMENTS LIMIT vision is an insured for: The following replaces paragraph 7. of SECTION 1. "Bodily injury", "property damage", "personal III—LIMITS OF INSURANCE: injury" or"advertising injury" arising out of op- Subject to 5. above, the Medical Expense Limit is erations performed for that state or political the most we will pay under Coverage C for all subdivision; or medical expenses because of"bodily injury" sus- 2. "Bodily injury" or "property damage" included tained by any one person, and will be the higher within the "products — completed operations of: hazard". a. $10,000; or M. WHO IS AN INSURED — NEWLY ACQUIRED b. The amount shown on the Declarations OR FORMED ORGANIZATIONS for Medical Expense Limit. The following replaces Paragraph 4.a. of SEC- P. KNOWLEDGE AND NOTICE OF OCCUR- TION II—WHO IS AN INSURED: RENCE OR OFFENSE a. Coverage under this provision is afforded only The following is added to Paragraph 2. Duties In until the 180th day after you acquire or form The Event of Occurrence, Offense, Claim Or the organization or the end of the policy pe- CG D4 15 05 08(Rev.10-08) ©2008 The Travelers Companies,Inc. Page 5 of 8 COMMERCIAL GENERAL LIABILITY Suit of SECTION IV—COMMERCIAL GENERAL ance" by the method described in c. LIABILITY CONDITIONS: below. Notice of an "occurrence" or of an offense which b. Excess Insurance may result in a claim must be given as soon as This insurance is excess over any of practicable after knowledge of the "occurrence"or the "other insurance", whether pri- offense has been reported to you, one of your mary, excess, contingent or on any "executive officers" (if you are a corporation), one other basis: of your partners who is an individual (if you are a (1) That is Fire, Extended Coverage, partnership), one of your managers (if you are a Builder's Risk, Installation Risk, limited liability company), one of your trustees or similar coverage for "your who is an individual (if you are a trust), or an work"; "employee" (such as an insurance, loss control or (2) That is Fire insurance for prem- risk manager or administrator) designated by you ises rented to you or temporarily to give such notice. occupied by you with permission Knowledge by any other"employee" of an "occur- of the owner; rence" or offense does not imply that you also (3) That is insurance purchased by have such knowledge. you to cover your liability as a Notice of an "occurrence" or of an offense which tenant for "property damage" to may result in a claim will be deemed to be given premises rented to you or tempo- as soon as practicable to us if it is given in good rarily occupied by you with per- faith as soon as practicable to your workers' com- mission of the owner; or pensation, accident, or health insurer. This ap- (4) If the loss arises out of the main- plies only if you subsequently give notice of the tenance or use of aircraft, "occurrence" or offense to us as soon as practi- "autos", or watercraft to the ex- cable after you, one of your"executive officers" (if tent not subject to Exclusion g. of you are a corporation), one of your partners who Section I — Coverage A— Bodily is an individual (if you are a partnership), one of Injury And Property Damage Li- your managers (if you are a limited liability com- ability; or pany), one of your trustees who is an individual (if (5) That is available to the insured you are a trust), or an "employee" (such as an in- when the insured is an additional surance, loss control or risk manager or adminis- insured under any other policy, trator) designated by you to give such notice dis- including any umbrella or excess covers that the "occurrence" or offense may in- policy. volve this policy. When this insurance is excess, we Q. OTHER INSURANCE CONDITION will have no duty under Coverages A 1. The following replaces Paragraph 4., Other or B to defend the insured against Insurance "suit" if any provider of "other in- Insurance of SECTION IV— COMMERCIAL surance" has a duty to defend the in- sured against that "suit". If no pro- 4. Other Insurance vider of "other insurance" defends, If valid and collectible "other insurance" is we will undertake to do so, but we will available to the insured for a loss we be entitled to the insured's rights cover under Coverages A or B of this against all those providers of "other Coverage Part, our obligations are limited insurance". as follows: When this insurance is excess over a. Primary Insurance "other insurance", we will pay only our share of the amount of the loss, if This insurance is primary except any, that exceeds the sum of: when b. below applies. If this insur- once is primary, our obligations are (1) The total amount that all such not affected unless any of the "other "other insurance" would pay for insurance" is also primary. Then, we the loss in the absence of this in- will share with all that "other insur- surance; and Page 6 of 8 ©2008 The Travelers Companies,Inc. CG D4 15 05 08(Rev.10-08) COMMERCIAL GENERAL LIABILITY (2) The total of all deductible and Insurance shown on the Declarations of self-insured amounts under that this Coverage Part. "other insurance". R. UNINTENTIONAL OMISSION We will share the remaining loss, if ; with any"other insurance"that 1. The following is added to Paragraph 6. Rep- any,described in this Excess Insu is is resentations of SECTION IV — COMMER- CIAL GENERAL LIABILITY CONDITIONS: ance provision. c. Method Of Sharing The unintentional omission of, or uninten- tional error in, any information provided by If all of the other insurance permits you which we relied upon in issuing this policy contribution by equal shares, we will follow this method also. Under this all sh not prejudice your rights under this in- approach each provider of insurance surance. contributes equal amounts until it has 2. This Provision R. does not affect our right to paid its applicable limit of insurance collect additional premium or to exercise our or none of the loss remains, which- right of cancellation or nonrenewal in accor- ever comes first. dance with applicable insurance laws or regu- If any of the "other insurance" does lations. not permit contribution by equal S. WAIVER OF TRANSFER OF RIGHTS OF RE- shares, we will contribute by limits. COVERY AGAINST OTHERS TO US WHEN Under this method, the share of each REQUIRED BY CONTRACT provider of insurance is based on the The following is added to Paragraph 8. Transfer ratio of its applicable limit of insur- of Rights of Recovery Against Others to Us of ance to the total applicable limits of SECTION IV — COMMERCIAL GENERAL LI- insurance of all providers of insur- ABILITY CONDITIONS: ance. 2. The following definition is added to SECTION We waive any rights of recovery we may have V—DEFINITIONS: against any person or organization because of payments we make for "bodily injury", "property Other insurance": damage", "personal injury" or "advertising injury" a. Means insurance, or the funding of arising out of: losses, that is provided by, through or on 1. Premises owned by you, temporarily occu- behalf of: pied by you with permission of the owner, or (1) Another insurance company; leased or rented to you; (2) Us or any of our affiliated insurance 2. Ongoing operations performed by you, or on companies, except when the Non your behalf, under a contract or agreement cumulation of Each Occurrence Limit with that person or organization; section of Paragraph 5. of LIMITS OF INSURANCE (Section III) or the Non 3. "Your work"; or cumulation of Personal and Advertis- 4. "Your products". ing Injury limit sections of Paragraph We waive these rights only where you have 4. of LIMITS OF INSURANCE (Sec- agreed to do so as part of a "written contract re- tion III)applies; quiring insurance„entered into by you before, and (3) Any risk retention group; in effect when, the "bodily injury' or "property (4) Any self-insurance method or pro- damage" occurs, or the "personal injury" offense gram, other than any funded by you or"advertising injury"offense is committed. and over which this Coverage Part T. AMENDED BODILY INJURY DEFINITION applies; or The following replaces the definition of "bodily (5) Any similar risk transfer or risk man- injury"in the DEFINITIONS Section: agement method. b. Does not include umbrella insurance, or "Bodily injury" means bodily injury, mental an- excess insurance, that you bought spe- guish, mental injury, shock, fright, disability, hu- cifically to apply in excess of the Limits of miliation, sickness or disease sustained by a per- CG D4 15 05 08(Rev.10-08) ©2008 The Travelers Companies,Inc. Page 7 of 8 COMMERCIAL GENERAL LIABILITY son, including death resulting from any of these at "Written contract requiring insurance" means that any time. part of any written contract or written agreement U. AMENDED INSURED CONTRACT DEFINITION under which you are required to include a person —RAILROAD EASEMENT or organization as an additional insured on this 1. Subparagraph c. of the definition of "insured Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal contract" in the DEFINITIONS Section is re- injury" is caused by an offense committed: placed by the following: a. After the signing and execution of the contract c. Any easement or license agreement; or agreement by you; 2. Subparagraph f.(1) of the definition of "in- b. While that art of the contract or agreement is sured contract In the DEFINITIONS Section p g in effect; and is deleted. V. ADDITIONAL DEFINITION — WRITTEN CON- c. Before the end of the policy period. TRACT REQUIRING INSURANCE The following definition is added to the DEFINI- TIONS Section: Page 8 of 8 ©2008 The Travelers Companies,Inc. CG D4 15 05 08(Rev.10-08) POLICY NUMBER: P6307J366586TIL18 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS b. The"personal injury"or"advertising injury"for COMMERCIAL GENERAL LIABILITY CONDITIONS which coverage is sought arises out of an of- (Section IV), Paragraph 4. (Other Insurance), is fense committed amended as follows: subsequent to the signing and execution of that 1. The following is added to Paragraph a. Primary contract or agreement by you. Insurance: 2. The first Subparagraph (2) of Paragraph b. Ex- .However, if you specifically agree in a written con- cess Insurance regarding any other primary in- tract or written agreement that the insurance pro- surance available to you is deleted. vided to an additional insured under this 3. The following is added to Paragraph b. Excess Coverage Part must apply on a primary basis, or Insurance, as an additional subparagraph under a primary and non-contributory basis, this insur- Subparagraph (1): ance is primary to other insurance that is-avail- That is available to the insured when the insured able to such additional insured which covers such is added as an additional insured under any other additional insured as a named insured, and we policy, including any umbrella or excess policy. will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs; and CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc.All rights reserved. Page 1 of 1 TRAVELERS J� WORKERS COMPENSATION AND ONE TOWER EMPLOYERS LIABILITY POLICY HARTFORD CTT 06183 618 ENDORSEMENT WC 00 03 13 (00)- 002 POLICY NUMBER: UB-OL663678-18-43-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. INCLUDING: CONT.-JOB DESCRIPTION: PROFESSIONAL SERVICES FOR CITY ENGINEERING AND TRAFFIC ENGINEERING SERVICES. DATE OF ISSUE: 12-19-18 STASSIGN: PAGE 1 OF W TRAVELERS WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 03 76 ( A)- 002 POLICY NUMBER: UB-OL663678-18-43-G 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 2.00 % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. INCLUDING: CONT.-JOB DESCRIPTION: PROFESSIONAL SERVICES FOR CITY ENGINEERING AND TRAFFIC ENGINEERING 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 Policy No. Endorsement No. Insured Premium Insurance Company Countersigned by DATE OF ISSUE: 12-19-18 ST ASSIGN: Page 1 of 1 Policy Number: P8107J365332TIL18 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM 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 the 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 cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COW LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION 11—COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section IL Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COW separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a . ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION II —COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any"auto"that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- The following is added to Paragraph A.1., Who Is tle any such claim or "suit" and keep An Insured, of SECTION II—COVERED AUTOS us advised of all proceedings and ac- tions. LIABILITY COVERAGE: (ii) Neither you nor any other involved Any "employee" of yours is an "insured" while us- "insured" will make any settlement ing a covered "auto"you don't own, hire or borrow without our consent. in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii)in may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II —COVERED AUTOS LIABIL- (iv)We will reimburse the "insured" for ITY COVERAGE: sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or"property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II— COVERED AUTOS LIABIL- SECTION 11 — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE—INDEMNITY BASIS "suit", but only up to and included within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world,,except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of bargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and pro- settlements or defense expenses. hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with No deductibles apply to this Personal Property compulsory insurance requirements will not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto"you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto"for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph AA.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III—PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner(if you are a partnership); $750 for any one "accident". (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager(if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto"of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph A.4.,,Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery We may have Personal Property against any person or organization to the ex- We will a u to $400 for "loss" to wearing a - tent required of you by a written contract pay P 9 P signed and executed prior to any "accident" parel and other personal property which is: or"loss", provided that the"accident" or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page 4 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO POLICY NUMBER: P8107J365332TIL18 ISSUE DATE: 11/09/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR LIABILITY COVERAGE - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE OF ADDITIONAL INSURED PERSONS OR ORGANIZATIONS AS PER WRITTEN CONTRACT OR AGREEMENT PROVISIONS 1. The following is added to Paragraph c. in A.1., 2. The following is added to Paragraph 5., Other Who Is An Insured, of SECTION II — LIABILITY Insurance, in B., General Conditions, of COVERAGE: SECTION IV—BUSINESS AUTO CONDITIONS: This includes any person or organization Regardless of the provisions of paragraph a. and designated in the Schedule Of Additional Insured paragraph d. of this part 5. Other Insurance,this Persons Or Organizations who you are required insurance is primary to and non-contributory with under a written contract or agreement between applicable other insurance under which the you and that person or organization, that is person or organization designated in the signed by you before the "bodily injury" or Schedule Of Additional Insured Persons Or "property damage" occurs and that is in effect Organizations is the first named insured when the during the policy period, to name as an additional written contract or agreement between you and insured for Liability Coverage, but only for that designated person or organization, that is damages to which this insurance applies and only signed by you before the "bodily injury" or to the extent of that designated person's or "property damage" occurs and that is in effect organization's liability for the conduct of another during the policy period, requires this insurance to "insured". be primary and non-contributory. CA T4 42 08 17 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. POLICY NUMBER:P-810-7J365332-TIL-18 ISSUE DATE: 10-30-18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS: If we cancel this policy for any statutorily permitted above.We will mail such notice to the address shown reason other than nonpayment of premium, and a in the schedule above at least the number of days number of days is shown for cancellation in the shown for cancellation in the schedule above before schedule above, we will mail notice of cancellation to the effective date of cancellation. the person or organization shown in the schedule IL T4 0503 11 ©2011 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 POLICY NUMBER: P6307J366586TIL18 ISSUE DATE:11/09/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BTUS This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 30 Days PERSON OR ORGANIZATION: As Per Written Contractor Agreement ADDRESS: PROVISIONS: If we cancel this policy for any statutorily permitted above. We will mail such notice to the address shown reason other than nonpayment of premium, and a in the schedule above at least the number of days number of days is shown for cancellation in the shown for cancellation in the schedule above before schedule above, we will mail notice of cancellation to the effective date of cancellation. the person or organization shown in the schedule IL T4 05 03 11 ©2011 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 TRAVELERS J� WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 06 R3 (00)- 0o1 POLICY NUMBER: UB-OL663678-18-43-G NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX—CONDITIONS : Notice Of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organiza- tion before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation. SCHEDULE Name and Address of Designated Persons or Organizations: Number of Days Notice ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN 30 BUTONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDIN G THENAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE F IRST NAMEDINSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY;AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEM ENT. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRIT TENREQUEST FROM YOU TO US. All other terms and conditions of this policy remain unchanged. 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 Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned by DATE OF ISSUE: 12-14-18 ST ASSIGN: Page 1 of 1 ©2013 The Travelers Indemnity Company.All rights reserved. AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this � day of r' 2016, by and between WILLDAN FINANCIAL SERVICES ("WFS"), a corporation, and the City of Palm Springs, hereinafter referred to as"Client." CONTRACT TERM is(3) three years, contract is valid from June 6, 2016 thru June 6, 2019. Contract amount is not to exceed $20,000.00 for the term of the contract. WHEREAS, Client desires to employ WFS to furnish ongoing professional services in connection with Arbitrage Rebate Services, hereinafter referred to as the"Project," NOW, THEREFORE, in consideration of the mutual premises, covenants and conditions herein contained, the parties agree as follows: SECTION I—BASIC SERVICES WFS shall provide to the Client the basic services described in detail in "Exhibit A," Scope of Services, attached hereto and incorporated herein by this reference. SECTION II—ADDITIONAL SERVICES If authorized, WFS shall furnish additional services, which are in addition to the basic services. To the extent that the additional services have been identified in this Agreement, they are itemized in "Exhibit A" and will be paid for by Client as indicated in Section III hereof. As further additional services are requested by Client, this Agreement may be modified and subject to mutual consent by execution of an addendum by authorized representatives of both parties, setting forth the additional scope of services to be performed, the performance time schedule and the compensation for such services. SECTION III—COMPENSATION WFS shall be compensated for basic services rendered under Section I, as in accordance with the terms and conditions indicated in "Exhibit B," Fees for Services; and WFS will be compensated for any additional services rendered under Section II as more particularly described in a fully approved and executed addendum to this Agreement. If no addendum is executed, then WFS shall be compensated at its then- prevailing hourly rates for such additional services. WFS may submit monthly statements for basic and additional services rendered. It is intended that Client will make payments to WFS within thirty (30) days of invoice. All invoices not paid within thirty(30) days shall bear interest at the rate of one and one-half(1'/) percent per month or the then-legal rate allowed. ORIGINAL RID AND/OR AGREEMENT Willdan Financial Services Page 1 City of Palm Springs SECTION IV—INDEMNITY; INSURANCE REQUIRED A. Indemnity. WFS shall indemnify and hold harmless Client, its officers, officials, directors, employees, designated agents, and appointed volunteers from and against all claims, damages, losses and expenses, including attorney fees, arising out of the performance of the services described herein, to the extent caused in whole or in part by the negligent acts, errors, or omissions of WFS, any subconsultant, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence or willful misconduct of Client or Client's officers, agents, or employees. The parties shall cooperate with each other with respect to resolving any claim, liability or loss for which indemnification may be required hereunder, including by making, or causing the indemnified party to make, all commercially reasonable efforts to mitigate any such claim, liability or loss. Neither party shall have an obligation to indemnify the other party for any losses to the extent they are caused, contributed to or exacerbated by the actions or failure to act of the indemnified party, including without limitation, the failure to take actions to mitigate such losses. B. Insurance. Without in any way limiting WFS' liability pursuant to the indemnification described above, WFS shall maintain, during the term of this contract, the following insurance: Coverage Minimum Limits General Liability $1,000,000 Combined Single Limit, per Comprehensive General Liability, including: occurrence and general aggregate Premises and Operations Contractual Liability Personal Injury Liability Independent Contractors Liability (if applicable) Automobile Liability $1,000,000 Combined Single Limit, per Comprehensive Automobile Liability occurrence (including owned, non-owned and hired autos) Workers' Compensation and Employer's Statutory, $1,000,000 Liability Workers' Compensation Insurance Employer's Liability Professional Liability $1,000,000 per claim and annual aggregate Professional Liability Insurance Wrlldan Financial Services Page 2 City of Palm Springs SECTION V— INDEPENDENT CONTRACTOR STATUS WFS shall be an independent contractor and shall have responsibility for and control over the details and means of providing the services under this Agreement. SECTION VI—OWNERSHIP AND MAINTENANCE OF DOCUMENTS WFS may rely upon the accuracy of any documents provided to WFS by Client. All documents, including without limitation, reports, plans, specifications, field data, field notes, laboratory test data, calculations, estimates, schedules, spreadsheets, or other documents furnished by WFS pursuant to this Agreement, regardless of media (e.g., paper, electronic, magnetic, optical, Mylar, etc), are instruments of WFS' services in respect to this Project and not products. All such documents shall remain the property of WFS provided, however, that a copy of the final documents shall be made available to Client upon request. These documents are not intended, nor represented to be suitable for reuse by Client or any others on extensions of this Project or on any other project. These documents shall not be changed or reused without the prior written consent of WFS. Any modification or reuse without specific written verification and adoption by WFS for the specific purposes intended will be at user's sole risk. Client agrees to save, keep and hold harmless WFS from all damages, costs or expenses in law and equity including costs of suit and attorneys' fees resulting from such unauthorized reuse. Client further agrees to compensate WFS for any time spent or expenses incurred by WFS in defense of any such claim, in accordance with WFS' prevailing fee schedule. Client acknowledges that its right to utilize the services and instruments of services of WFS will continue only so long as Client is not in default of the terms and conditions of this Agreement and Client has performed all obligations under this Agreement. Client further acknowledges that WFS has the unrestricted right to use the services provided pursuant to this Agreement, as well as to all instruments of service provided pursuant to this Agreement. Client agrees not to use or permit any other person to use any instruments of service prepared by WFS, which are not final and which WFS does not sign. Client agrees to be liable for any such use of non-final instruments of service not signed, stamped or sealed by WFS and waives liability against WFS for their use. WFS shall be entitled to rely upon, with no obligation to verify, the completeness and accuracy of all information, data, reports, studies, plans and specifications provided by Client or by Client's attorney(s), engineer(s), accountant(s), consultant(s) or employee(s)to Consultant. Client shall make no claim against WFS alleging that WFS should not have relied upon such information provided by Client to WFS. WFS' records, documents, calculations, test information and all other instruments of service shall be kept on file in legible form for a period of not less than two(2) years after completion of the services covered in this Agreement. Wilidan Financial Services Page 3 City of Palm Springs SECTION VII—SUSPENSION OF SERVICES Client may, at any time, by thirty (30) days' written notice, suspend further performance by WFS. All suspensions shall extend the time schedule for performance in a mutually satisfactory manner and WFS shall be paid for all services performed and reimbursable expenses incurred prior to the suspensions date. SECTION VIII—TERMINATION Either party may terminate this Agreement at any time by giving thirty (30) days' written notice to the other party of such termination. If this Agreement is terminated as provided herein, WFS will be paid an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services of WFS covered by this Agreement, less payments of compensation previously made. SECTION IX—COMPLIANCE WITH LAW Each party hereto will use reasonable care to comply with applicable laws in effect at the time the services are performed hereunder, which to the best of their knowledge, information and belief apply to their respective obligations under this Agreement. Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor 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. Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, physical or mental disability, or medical condition. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, sexual orientation, gender identity, physical or mental disability, medical condition, or national origin. Such actions shall include, but not be 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. SECTION X—SUCCESSORS AND ASSIGNS This Agreement shall be binding on the successors and assigns of the parties; but either party, without written consent of the other party, shall not assign it. tNilldan Financial Services Page 4 City or Palm Springs SECTION XI—ATTORNEYS' FEES In the event that any judgment is entered in any action upon this Agreement, the party hereto against whom such judgment is rendered agrees to pay the amount equal to the reasonable attorneys' fees of the prevailing party in such action and that such amount may be added to and made a part of such judgment. SECTION XII—ALTERNATIVE DISPUTE RESOLUTION If a dispute arises between the parties relating to this Agreement, the parties agree to use the following procedure prior to either party pursuing other available remedies: A. A meeting shall be held promptly between the parties, attended by individuals with decision- making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. B. If, within thirty (30) days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will jointly appoint a mutually-acceptable neutral person not affiliated with either of the parties (the "neutral"), seeking assistance in such regard if they have been unable to agree upon such appointment within forty (40) days from the initial meeting. The parties shall share the fees of the neutral equally. C. In consultation with the neutral, the parties will select or devise an alternative dispute resolution procedure ("ADR") by which they will attempt to resolve the dispute, and a time and place for the ADR to be held, with the neutral making the decision as to the procedure, and/or place and time (but unless circumstances require otherwise, not later than sixty(60) days after selection of the neutral) if the parties have been unable to agree on any of such matters within twenty(20) days after initial consultation with the neutral. D. The parties agree to participate in good faith in the ADR to its conclusion, as designated by the neutral. If the parties are not successful in resolving the dispute through the ADR, then the parties may agree to submit the matter to binding arbitration or a private adjudicator, or either party may seek an adjudicated resolution through the appropriate court. SECTION XIII—RECORDS Records of WFS' direct labor costs, payroll costs, and reimbursable expenses pertaining to the Project covered by this Agreement will be kept on a generally recognized accounting basis and made available during normal business hours upon reasonable notice. WFS' records will be available for examination and audit if and as required. Wilidan Financial Services Page 5 City of Palm Springs SECTION XIV—MISCELLANEOUS PROVISIONS This Agreement is subject to the following special provisions: A. The titles used in this Agreement are for general reference only and are not a part of the Agreement. B. This Agreement shall be interpreted as though prepared by both parties. C. Any provision of this Agreement held to violate any law shall be deemed void, and all remaining provisions shall continue in full force and effect. D. This Agreement shall be interpreted under the laws of the State of California. E. This Agreement comprises a final and complete repository of the understandings between the parties and supersedes all prior or contemporary communications, representations, or agreements, whether oral or written, relating to the subject matter of this Agreement. F. Any notices given pursuant to this Agreement shall be effective on the third business day after posting by first class mail, postage prepaid, to the address appearing immediately after the signatures below. G. WFS shall not be liable for damages resulting from the actions or inactions of governmental agencies, including, but not limited to: permit processing, environmental impact reports, dedications, General Plans, and amendments thereto; zoning matters, annexations, or consolidations; use or Conditional Use Permits; project or plan approvals; and building permits. H. WFS' waiver of any term, condition, or covenant, or breach of any term, condition, or covenant, shall not constitute the waiver of any subsequent breach of any other term, condition, or covenant. I. Client acknowledges that WFS is not responsible for the performance of services by third parties, provided that said WFS has not retained third parties. Willdan Financial Services Page 6 City of Palm Springs IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this Agreement upon the terms, conditions, and provisions above stated, as of the day and year first above written. Willdan Financial S ices City of Palm Springs BY By: Anne C. Pelej David Ready Title: Vice President& Group Manager Title: City Manager Address: 27368 Via Industria, Suite 200 Address: 3200 E. Tahquitz Canyon Way Temecula, California 92590 Palm Springs, California 92262 Date: a> /6 Date: APPf30 AS TO FORM APPROVED BY CITY MANAGER No, ao 000, Pr od ATTORNEY DATE „ ATTEST: Nc r WI' Au ity Clerk fin- a Not to E"`aeo ExPressb Writt�itY Without the Ot The /'uthofization manager Willdan Financial Services Page 7 City of Palm Springs Exhibit A SCOPE OF SERVICES Task 1: Define Compliance Needs and Provide Implementation Schedule Objective: Obtain bond documents, prior reports,and transactional data necessary to prepare arbitrage computations. Description: Willdan will review the bond documents and prior reports provided by the Client and assess the special elections made at issue and the availability of regulatory exceptions. Deliverable: Implementation schedule and access to online Compliance Management System. Task 2: Verify Bond Yield and Prepare Arbitrage Rebate and Yield Restriction Analysis Objective: Compute the cumulative arbitrage rebate liability and/or yield reduction payment accrual for each bond. Description: Utilizing data provided by the Client and authorized third parties,Willdan will: • Verify the bond yield as stated on the 8038G; • Identify gross proceeds,transferred proceeds, replacement proceeds, and all other funds subject to arbitrage rebate compliance; • Assume all expenditures of bond proceeds have been made in accordance with Section 148(f)of the Internal Revenue Cade; • Compute investment earnings,taking into account the proper allocation of commingled funds; • Future value transactions to the computation date; • Test for exceptions to rebate and penalty in-lieu requirements; • Analyze unspent construction funds, overfunded reserves, and other events that may be in violation of Section 148 of the tax code; • Determine the yield reduction payment pursuant to Section 148(f)of the Internal Revenue Code;and • Determine the cumulative arbitrage liability pursuant to Section 148(f)of the Internal Revenue Code. Deliverable: None. Task 3: Review and Assess Analysis Outcome Objective: Multi-tiered review of each prepared report and internal discussion of assumptions and opportunities to reduce the rebate liability. Description: Proper application of the arbitrage rebate regulations requires understanding the purpose of the financing and the investment and expenditure of bond proceeds. Once the mathematical analysis is complete, two (2) senior-level rebate consultants will perform a comprehensive review of the report noting computational assumptions and technical issues to be evaluated. If appropriate, these issues will be communicated to the Client. Deliverable: Possible discussion with your staff. Willdan Financial Services Page 8 City of Palm Springs Exhibit A Task 4: Conclusions, Recommendations, and Action Plan Objective: Develop conclusions, recommendations, and produce reports. Description: Willdan will deliver a cumulative inception to current bond year arbitrage rebate report for each bond under contract and, if warranted, will offer recommendations for actions to be taken including: • Areas where allocation and accounting methodology could be enhanced; • Identification of technologies not currently in use that may be applicable and appropriate for future consideration; • Identification of obstacles or challenges that could prevent timely or accurate compliance; and • Instructions for filing IRS forms. Deliverable: Completed arbitrage rebate report for each bond under contract inclusive of: • Executive Summary detailing the assumptions and methodology used; • Summary Analysis of all relevant dates; • Sources and uses of funds; • Arbitrage yield and yield restriction requirements; • Rebate liability summarized and by fund; • Arbitrage/Investment Yield Comparison Graph; • Rebate Calculations by fund; and • Outstanding Investments Summary, Task 5: Review Results Objective: Discuss arbitrage rebate positions, opportunities, and possible areas of enforcement concern. Description: Key strategic and procedural issues will be discussed, as well as strengths and challenges relating to long-term arbitrage rebate compliance. Deliverable: Discussion with Client staff. Task 6: File IRS Payment and Refund Requests Objective: Assist with filing arbitrage rebate payments and refund requests. Description: Willdan will supply completed IRS forms and payment instructions, as needed. Deliverable: Completed IRS Payment and Refund Request Forms, with accompanying instructions. Willdan will rely on the validity and accuracy of the City's data and documentation to complete our analysis. Willdan will rely on the data as being accurate without performing an independent verification of accuracy, and that we will not be responsible for any errors that result from inaccurate data provided by the Client or a third party. Willdan Financial Services Page 9 City of Palm Springs Exhibit B FEES FOR SERVICES RebateArbitrage To the extent that the necessary information is available, WFS endeavors to quote fees that accurately reflect the complexity of the services needed. If circumstances are encountered that affect our ability to proceed, such as additional information coming to our attention not determined or available during our scoping efforts, we will inform you promptly and seek your approval for any changes in scope, timing or fees that may result from such circumstances. PrincipalIssue Name ReportAmount date Lease Revenue Refunding Bonds, 2012 Series A (Convention Center Project) $23,980,000 2/22/2012 11/1/2016 $2,500 2007 Refunding Lease Revenue Bonds (Public Capital Improvements) $20,365,000 8/16/2007 4/1/2017 $500 Lease Revenue Bonds, 2012 Series B (Downtown Revitalization Project) $44,965,000 6128/2012 61112017 $2,500 2008 Airport Passenger Facility Charge Subordinate Refunding $6,895,000 5128/2008 7/112017 $2,000 Revenue Bonds(Palm Springs International Airport) Merged Project Area No. 1 Tax Allocation Bonds, 2007 Series A $12,770.000 9/18/2007 9/l/2017 $500 Airport Passenger Facility Charge Revenue Bonds, Series 1998(Palm Springs Regional Airport) $12,720,000 6/311998 6/3/2018 $2,000 2014 Subordinate Tax Allocation Refunding Bonds $15,635,000 8/14/2014 9/1/2018 $2,500 Lease Revenue Refunding Bonds, 2014 Series A (Convention Center Project) $45,550,000 8/19/2014 11/112018 $2,500 Additional Fees—Set Up/Commingled Funds/Transferred Proceeds Analysis $5,000 Total $20,000 `Bona fide debt service analysis Billed invoices are required to be paid within 30 days. Willdan Financial Services Page 10 City of Palm Springs AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 15th day of January 2013, by and between Willdan Financial Services, a corporation, and City of Palm Springs, hereinafter referred to as"Client." CONTRACT TERM is (3)three years, contract is valid from June 5, 2013 thru June 5,2016. Contract amount is not to exceed$20,000.00 for the term of the contract. WHEREAS, Client desires to employ Willdan Financial Services to furnish ongoing professional services in connection with Arbitrage Rebate Services, hereinafter referred to as the 'Project." NOW, THEREFORE, in consideration of the mutual premises, covenants and conditions herein contained,the parties agree as follows: SECTION I -BASIC SERVICES Willdan Financial Services shall provide to the Client the basic services described in detail in Exhibit "A,"Scope of Services, attached hereto and incorporated herein by this reference. SECTION II-ADDITIONAL SERVICES If authorized,Willdan Financial Services shall furnish additional services,which are in addition to the basic services. To the extent that the additional services have been identified in this Agreement, they are itemized in Exhibit"A" and will be paid for by Client as indicated in Section III hereof. As further additional services are requested by Client,this Agreement may be modified and subject to mutual consent by execution of an addendum by authorized representatives of both parties,setting forth the additional scope of services to be performed, the performance time schedule and the compensation for such services. SECTION III - COMPENSATION Willdan Financial Services shall be compensated for basic services rendered under Section I, as in accordance with the terms and conditions indicated in Exhibit T," Fees for Services; and Willdan Financial Services will be compensated for any additional services rendered under Section II as more particularly described in a fully approved and executed addendum to this Agreement. If no addendum is executed, then Willdan Financial Services shall be compensated at its then-prevailing hourly rates for such additional services. Willdan Financial Services may submit monthly statements for basic and additional services rendered. It is intended that Client will make payments to Willdan Financial Services within thirty(30)days of invoice.All invoices not paid within thirty(30) days shall bear interest at the rate of 1-1/2 percent per month or the then legal rate allowed. Willdan Financial Services Page 1 City of Palm Springs SECTION IV—INDEMNITY; INSURANCE REQUIRED A. Indemnity.Willdan Financial Services shall indemnify and hold harmless Client, its officers, officials, directors, employees, designated agents, and appointed volunteers from and against all claims, damages, losses and expenses, including attorney fees, arising out of the performance of the services described herein, caused in whole or in part by the negligent acts, errors or omissions of Willdan Financial Services,any subconsultant,anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence or willful misconduct of Client or Client's officers, agents or employees. B. Insurance. Without in any way limiting Willdan Financial Services' liability pursuant to the indemnification described above,Willdan Financial Services shall maintain,during the term of this contract,the following insurance: Coverage Minimum Limits General Liability $1,000,000 Combined Single Limit, per Comprehensive General Liability, including: occurrence and general aggregate Premises and Operations Contractual Liability Personal-Injury Liability Independent Contractors Liability(if applicable) Automobile Liability $1,000,000 Combined Single Limit, per Comprehensive Automobile Liability, occurrence (including owned, non-owned and hired autos) Workers'Compensation and Employer's Statutory, $1,000,000 Liability Workers' Compensation Insurance Employer's Liability Professional Liability $1,000,000 per claim and annual aggregate Professional Liability Insurance SECTION V- INDEPENDENT CONTRACTOR STATUS Willdan Financial Services shall be an independent contractor and shall have responsibility for and control over the details and means of providing the services under this Agreement. Willdan Financial Services Page 2 City of Palm Springs SECTION VI - OWNERSHIP AND MAINTENANCE OF DOCUMENTS Willdan Financial Services may rely upon the accuracy of any documents provided to Willdan Financial Services by Client. All documents, including without limitation, reports, plans, specifications, field data, field notes,laboratory test data,calculations,estimates,schedules,spreadsheets,or other documents furnished by Willdan Financial Services pursuant to this Agreement,regardless of media(e.g., paper,electronic,magnetic, optical, Mylar, etc.), are instruments of Willdan Financial Services'services in respect to this Project and not products. All such documents shall remain the property of Willdan Financial Services, provided, however, a copy of the final documents shall be made available to Client upon request.These documents are not intended nor represented to be suitable for reuse by Client or any others on extensions of this Project or on any other project.These documents shall not be changed or reused without the prior written consent of Willdan Financial Services. Any modification or reuse without specific written verification and adoption by Willdan Financial Services for the specific purposes intended will be at user's sole risk. Client agrees to save, keep and hold harmless Willdan Financial Services from all damages,costs or expenses in law and equity including costs of suit and attorneys'fees resulting from such unauthorized reuse. Client further agrees to compensate Willdan Financial Services for any time spent or expenses incurred by Willdan Financial Services in defense of any such claim, in accordance with Willdan Financial Services' prevailing fee schedule. Client acknowledges that its right to utilize the services and instruments of services of Willdan Financial Services will continue only so long as Client is not in default of the terms and conditions of this agreement and Client has performed all obligations under this agreement.Client further acknowledges that Willdan Financial Services has the unrestricted right to use the services provided pursuant to this agreement as well as all instruments of service provided pursuant to this agreement. Client agrees not to use or permit any other person to use any instruments of service prepared by Willdan Financial Services, which are not final and which Willdan Financial Services does not sign. Client agrees to be liable for any such use of non-final instruments of service not signed, stamped or sealed by Willdan Financial Services and waives liability against Willdan Financial Services for their use. Willdan Financial Services'records,documents,calculations,test information and all other instruments of service shall be kept on file in legible form for a period of not less than two years after completion of the services covered in this Agreement. SECTION VII - SUSPENSION OF SERVICES Client may, at any time, by thirty(30) days written notice, suspend further performance by Willdan Financial Services.All suspensions shall extend the time schedule for performance in a mutually satisfactory Wfl/dan Financial Services Page 3 City of Palm Springs manner and Willdan Financial Services shall be paid for all services performed and reimbursable expenses incurred prior to the suspensions date. SECTION VIII-TERMINATION Either party may terminate this Agreement at any time by giving thirty(30)days'written notice to the other party of such termination. If this Agreement is terminated as provided herein,Willdan Financial Services will be paid an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of Willdan Financial Services covered by this Agreement, less payments of compensation previously made. SECTION IX- COMPLIANCE WITH LAW Each party hereto will use reasonable care to comply with applicable laws in effect at the time the services are performed hereunder,which to the best of their knowledge, information and belief apply to their respective obligations under this Agreement. SECTION X- SUCCESSORS AND ASSIGNS This Agreement shall be binding on the successors and assigns of the parties,but either party,without written consent of the other party, shall not assign it. SECTION XI -ATTORNEYS FEES In the event that any judgment is entered in any action upon this Agreement,the party hereto against whom such judgment is rendered agrees to pay the amount equal to the reasonable attorneys fees of the prevailing party in such action and that such amount may be added to and made a part of such judgment. SECTION XII -ALTERNATIVE DISPUTE RESOLUTION If a dispute arises between the parties relating to this Agreement,the parties agree to use the following procedure prior to either party pursuing other available remedies: A. A meeting shall be held promptly between the parties, attended by individuals with decision- making authority regarding the dispute,to attempt in good faith to negotiate a resolution of the dispute. B. If,within thirty(30)days after such meeting,the parties have not succeeded in negotiating a resolution of the dispute,they will jointly appoint a mutually acceptable neutral person not affiliated with either of the parties (the"neutral"), seeking assistance in such regard if they have been unable to agree upon such appointment within forty (40) days from the initial meeting. The parties shall share the fees of the neutral equally. Willdan Financial Services Page 4 City of Palm Springs C. In consultation with the neutral,the parties will selector devise an alternative dispute resolution procedure("ADR") by which they will attempt to resolve the dispute, and a time and place for the ADR to be held,with the neutral making the decision as to the procedure,and/or place and time(but unless circumstances require otherwise,not later than sixty(60)days after selection of the neutral)if the parties have been unable to agree on any of such matters within twenty(20)days after initial consultation with the neutral. D. The parties agree to participate in good faith in the ADR to its conclusion as designated by the neutral. If the parties are not successful in resolving the dispute through the ADR,then the parties may agree to submit the matter to binding arbitration or a private adjudicator, or either party may seek an adjudicated resolution through the appropriate court. SECTION XIII - RECORDS Records of Willdan Financial Services' direct labor costs, payroll costs and reimbursable expenses pertaining to the Project covered by this Agreement will be kept on a generally recognized accounting basis and made available during normal business hours upon reasonable notice. Willdan Financial Services' records will be available for examination and audit if and as required. SECTION XIV-MISCELLANEOUS PROVISIONS This Agreement is subject to the following special provisions: A. The titles used in this Agreement are for general reference only and are not a part of the Agreement. B. This Agreement shall be interpreted as though prepared by both parties. C. Any provision of this Agreement held to violate any law shall be deemed void, and all remaining provisions shall continue in full force and effect. D. This Agreement shall be interpreted under the laws of the State of California. E. This Agreement comprises a final and complete repository of the understandings between the parties and supersedes all prior or contemporary communications,representations or agreements,whether oral or written, relating to the subject matter of this Agreement. F. Any notices given pursuant to this agreement shall be effective on the third business day after posting by first class mail, postage prepaid,to the address appearing immediately after the signatures below. G. Willdan Financial Services shall not be liable for damages resulting from the actions or inactions of governmental agencies including, but not limited to, permit processing, environmental impact Wi/Idan Financial services Page 5 City of Palm springs reports,dedications,general plans and amendments thereto,zoning matters, annexations or consolidations, use or conditional use permits, project or plan approvals, and building permits. H. Willdan Financial Services'waiver of any term,condition,or covenant,or breach of any term, condition,or covenant,shall not constitute the waiver of any subsequent breach of any other term,condition or covenant. I. Client acknowledges that Willdan Financial Services is not responsible for the performance of services by third parties, provided that said Willdan Financial Services has not retained third parties. IN WITNESS WHEREOF,the parties hereto have accepted,made and executed this Agreement upon the terms, conditions and provisions above stated, the day and year first above written. Willdan FinancialSMices City of Palm Springs By: ' By: !t Anne C. Pelej David Ready Title: Vice President Title: City Manager Address: 27368 Via Industria, Suite 110 Address: 3200 E. Tahquitz Canyon Way Temecula, California 92590-3661 Palm Springs, CA 92262 Date: Date:�]•�`�•aa1�7 A6?0 FOWA Mon Clef Aso Not To , eb o� •�, V�3� i=x" 2:j : o��o, Without The Expr s Written Authorization Of The City APPROVED ByenyMANAGER Manager. cc ATTEST: ity Cleric a.3/�d/zoi3 Willdan Financial Services Page 6 City of Palm Springs EXHIBIT A: SCOPE OF SERVICES Document Collection Coordinate with the Bond Trustee the collection of bond documents and cash flow information required for the arbitrage rebate computation. Document Review Review pertinent documents relating to the debt to confirm that the financing is subject to the arbitrage rebate requirements and identify relevant exceptions,elections,and yield restrictions. File Set Up Load subject bond issues into Willdan Financial Services'proprietary tracking system. Work Plan Discussion Review tax-exempt financings subject to the federal compliance regulations and discuss the work plan. Phasell Task Calculate the bond yield and identify gross proceeds and replacement proceeds allocated to the issue. Compare allowable arbitrage earnings to actual earnings by fund. Computation Review and consider application of alternative regulatory provisions. - Determine the cumulative arbitrage liability pursuant to Section 148(f)of the internal Revenue Code. Quality Control Employ a triple-fiered review of the calculation and summary findings. For bond issues not subject to the arbitrage rebate or yield restriction requirements,Willdan Financial Services will prepare a certification of the exception that has been met. For bond issues subject to the arbitrage rebate requirements,Willdan Financial Services will prepare a oomprehensive rebate report that indudes: • Summary of methodology,assumptions,conclusions and recommendations • Statement of relevant dates • Sources and uses of funds Deliverable Arbitrage yield and yield restriction requirements • Rebate liability by fund and aggregate liability for the issue • Arbitrage/Investment Yield Comparison Graph • Outstanding Investments Summary Prepare the necessary IRS Fortes and provide fling instructions. Provide copies of completed rebate reports in electronic or hardoopy format,as directed. Provide work papers upon request. Phaselll Task Procedural Support Review current policies and procedures for tracking expenditure and investment earnings allocations and make recommendations to improve funds and records management Regulatory Changes Keep abreast of enforcement actions and Code/Regulation changes that may affect arbitrage compliance requirements. Retroactive changes requiring recalculation of previously submitted arbitrage report shall be performed atour houdy rates. Audit Support Assist staff in the event of a rebate calculation audit. Document Retention Provide assistance with record retention and documentation relating to arbitrage rebate. Willdan Financial Services Page 7 City of Palm Springs EXHIBIT B: FEES FOR SERVICES To the extent that the necessary information is available,Willdan Financial Services endeavors to quote fees that accurately reflect the complexity of the services needed. If circumstances are encountered that affect our ability to proceed,such as additional information coming to our attention not determined or available during our scoping efforts,we will inform you promptly and seek your approval for any changes in scope, timing or fees that may result from such circumstances. Principal ReportIssue Name Amount date AD 161 (Mtn Gate) $4,752,500.00 2/24/2004 912/2013 $2,000 Lease Rev,2004 SerA(Convention Ctr Expansion) $62,395,000.00 6/3/2004 11/1/2013 $2,000 Merged Proj#2,TARB,2004 Ser B $9,075,000.00 6/16/2004 511/2014 $2,000 Merged Proj#1,TARB,2004 Ser A $14,240,000.00 6/16/2004 5/1/2014 $2,000 AD#162 $1,300,000.00 1211/2004 1211/2014 $2,000 2006 Airport Passenger Facility Charge Refunding Revenue Bonds $12,115,000 5/212006 7/1/2015 $2,000 (Palm Springs International Airport) 2001 Housing Tax Allocation Bonds $5,805,000 7131/2001 8/1/2015 $2,000 Additional Fees—Set Up/Commingled Funds(rransferred Proceeds Analysis $6,000 Total $20,000 Willdan Financial Services Page 8 City of Palm Springs ADDENDUM TO AGREEMENT The agreement between Wilidan Financial Services, and City of Palm Springs, dated April 20, 2010 (hereinafter the"Agreement") is amended as follows: The Agreement is amended to include the following additional issue/reports and fees: p.l Calculatio Issue Name Issue date Fee Amount Period 2001 Limited Obligation Revenue $2 345,000 9/4/2001 9/2/2011 —9/2/2012 7$1,250�j Bonds,AD 157&158 Refinancing Billed invoices are required to be paid within 30 days. All other terms and conditions contained in the Agreement shall remain in full force and effect. Executed this August 17, 2012, Wilidan Financial Services City of Palm Springs By: � By: _ Anne C. Pelej David Ready Title: Vice President&Group Manager Title: City Manager Address: 27368 Via Industria, Suite 110 Address: 3200 E.Tahquitz Canyon Way Temecula, California 92590 Palm Springs, CA 92262 Date: �7 /�— Date: �` 42 p6 Not To Exceed $ Without The Express Written Authorization Of The City Citypttomey Manager. ATTEST: DW l L 39 2D/2---- ity Clerk Willdan Financial Services Page 1 City of Palm Springs AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 20th day of A6ril 2010, by and between Willdan Financial Services, a corporation, and City of Palm Springs,hereinafter referred to as"Client." CONTRACT TERM is(3)three years, contract is valid from June 4, 2010 thru June 4, 2013. Contract amount is not to exceed $20,000,00 for the term of the contract. WHEREAS, Client desires to employ Willdan Financial Services to furnish ongoing professional services in connection with Arbitrage Rebate Services, hereinafter referred to as the"Project." NOW, THEREFORE, in consideration of the mutual premises, covenants and conditions herein contained,the parties agree as follows: SECTION I - BASIC SERVICES Willdan Financial Services shall provide to the Client the basic services described in detail in Exhibit Scope of Services,attached hereto and incorporated herein by this reference. SECTION II -ADDITIONAL SERVICES If authorized,Willdan Financial Services shall furnish additional services,which are in addition to the basic services. To the extent that the additional services have been identified in this Agreement, they are itemized in Exhibit "A" and will be paid for by Client as indicated in Section III hereof. As further additional services are requested by Client,this Agreement may be modified and subject to mutual consent by execution of an addendum by authorized representatives of both parties,setting forth the additional scope of services to be performed, the performance time schedule and the compensation for such services. SECTION III - COMPENSATION Willdan Financial Services shall be compensated for basic services rendered under Section I, as in accordance with the terms and conditions indicated in Exhibit°B," Fees for Services; and Willdan Financial Services will be compensated for any additional services rendered under Section II as more particularly described in a fully approved and executed addendum to this Agreement. If no addendum is executed, then Willdan Financial Services shall be compensated at its then-prevailing hourly rates for such additional services. Willdan Financial Services may submit monthly statements for basic and additional services rendered. It is intended that Client will make payments to Willdan Financial Services within thirty(30)days of invoice.All invoices not paid within thirty (30) days shall bear interest at the rate of 1-1/2 percent per month or the then legal rate allowed. Willdan Financial Services Page 1 City of Palm Springs SECTION IV—INDEMNITY; INSURANCE REQUIRED A. Indemnity.Willdan Financial Services shall indemnify and hold harmless Client, its officers, officials, directors, employees, designated agents, and appointed volunteers from and against all claims, damages, losses and expenses, including attorney fees, arising out of the performance of the services described herein, caused in whole or in part by the negligent acts, errors or omissions of Willdan Financial Services, any subconsultant, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence or willful misconduct of Client or Client's officers, agents or employees. B. Insurance. Without in any way limiting Willdan Financial Services' liability pursuant to the indemnification described above,Willdan Financial Services shall maintain,during the term of this contract,the following insurance: Coverage Minimum Limits General Liability $1,000,000 Combined Single Limit, per Comprehensive General Liability, including: occurrence and general aggregate Premises and Operations Contractual Liability Personal-Injury Liability Independent Contractors Liability(if applicable) Automobile Liability $1,000,000 Combined Single Limit, per Comprehensive Automobile Liability, occurrence (including owned, non-owned and hired autos) Workers'Compensation and Employer's Statutory, $1,000,000 Liability Workers' Compensation Insurance Employer's Liability Professional Liability $1,000,000 per claim and annual aggregate Professional Liability Insurance SECTION V W INDEPENDENT CONTRACTOR STATUS Willdan Financial Services shall be an independent contractor and shall have responsibility for and control over the details and means of providing the services under this Agreement. Willdan Financial Services Page 2 City of Palm Springs SECTION VI -OWNERSHIP AND MAINTENANCE OF DOCUMENTS Willdan Financial Services may rely upon the accuracy of any documents provided to Willdan Financial Services by Client. All documents, including without limitation, reports, plans, specifications,field data, field notes,laboratory test data,calculations,estimates,schedules,spreadsheets,or other documents furnished by Willdan Financial Services pursuant to this Agreement,regardless of media(e.g.,paper,electronic,magnetic, optical, Mylar, etc.), are instruments of Willdan Financial Services' services in respect to this Project and not products. All such documents shall remain the property of Willdan Financial Services, provided, however, a copy of the final documents shall be made available to Client upon request.These documents are not intended nor represented to be suitable for reuse by Client or any others on extensions of this Project or on any other project.These documents shall not be changed or reused without the prior written consent of Willdan Financial Services. Any modification or reuse without specific written verification and adoption by Willdan Financial Services for the specific purposes intended will be at user's sole risk. Client agrees to save, keep and hold harmless Willdan Financial Services from all damages,costs or expenses in law and equity including costs of suit and attorneys'fees resulting from such unauthorized reuse.Client further agrees to compensate Willdan Financial Services for any time spent or expenses incurred by Willdan Financial Services in defense of any such claim, in accordance with Willdan Financial Services'prevailing fee schedule. Client acknowledges that its right to utilize the services and instruments of services of Willdan Financial Services will continue only so long as Client is not in default of the terms and conditions of this agreement and Client has performed all obligations under this agreement.Client further acknowledges that Willdan Financial Services has the unrestricted right to use the services provided pursuant to this agreement as well as all instruments of service provided pursuant to this agreement. Client agrees not to use or permit any other person to use any instruments of service prepared by Willdan Financial Services, which are not final and which Willdan Financial Services does not sign. Client agrees to be liable for any such use of non-final instruments of service not signed, stamped or sealed by Willdan Financial Services and waives liability against Willdan Financial Services for their use. Willdan Financial Services'records,documents,calculations,test information and all other instruments of service shall be kept on file in legible form for a period of not less than two years after completion of the services covered in this Agreement. SECTION VII - SUSPENSION OF SERVICES Client may, at any time, by thirty (30) days written notice, suspend further performance by Willdan Financial Services.All suspensions shall extend the time schedule for performance in a mutually satisfactory Willdan Financial Services Page 3 City of Palm Springs manner and Willdan Financial Services shall be paid for all services performed and reimbursable expenses incurred prior to the suspensions date. SECTION VIII -TERMINATION Either party may terminate this Agreement at any time by giving thirty(30)days'written notice to the other party of such termination. If this Agreement is terminated as provided herein,Willdan Financial Services will be paid an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of Willdan Financial Services covered by this Agreement, less payments of compensation previously made. SECTION IX-COMPLIANCE WITH LAW Each party hereto will use reasonable care to comply with applicable laws in effect at the time the services are performed hereunder,which to the best of their knowledge, information and belief apply to their respective obligations under this Agreement. SECTION X- SUCCESSORS AND ASSIGNS This Agreement shall be binding on the successors and assigns of the parties,but either party,without written consent of the other party, shall not assign it. SECTION XI -ATTORNEYS FEES In the event that any judgment is entered in any action upon this Agreement,the party hereto against whom such judgment is rendered agrees to pay the amount equal to the reasonable attorneys fees of the prevailing party in such action and that such amount may be added to and made a part of such judgment. SECTION XII -ALTERNATIVE DISPUTE RESOLUTION If a dispute arises between the parties relating to this Agreement,the parties agree to use the following procedure prior to either party pursuing other available remedies: A. A meeting shall be held promptly between the parties, attended by individuals with decision- making authority regarding the dispute,to attempt in good faith to negotiate a resolution of the dispute. B. If,within thirty(30)days after such meeting,the parties have not succeeded in negotiating a resolution of the dispute,they will jointly appoint a mutually acceptable neutral person not affiliated with either of the parties (the "neutral"), seeking assistance in such regard if they have been unable to agree upon such appointment within forty (40) days from the initial meeting. The parties shall share the fees of the neutral equally. Willdan Financial Services Page 4 City of Palm Springs C. In consultation with the neutral,the parties will select or devise an alternative dispute resolution procedure ("ADR") by which they will attempt to resolve the dispute, and a time and place for the ADR to be held,with the neutral making the decision as to the procedure,and/or place and time(but unless circumstances require otherwise,not later than sixty(60)days after selection of the neutral)if the parties have been unable to agree on any of such matters within twenty(20)days after initial consultation with the neutral. D. The parties agree to participate in good faith in the ADR to its conclusion as designated by the neutral. If the parties are not successful in resolving the dispute through the ADR,then the parties may agree to submit the matter to binding arbitration or a private adjudicator, or either party may seek an adjudicated resolution through the appropriate court. SECTION XIII - RECORDS Records of Willdan Financial Services' direct labor costs, payroll costs and reimbursable expenses pertaining to the Project covered by this Agreement will be kept on a generally recognized accounting basis and made available during normal business hours upon reasonable notice. Willdan Financial Services' records will be available for examination and audit if and as required. SECTION XIV-MISCELLANEOUS PROVISIONS This Agreement is subject to the following special provisions: A. The titles used in this Agreement are for general reference only and are not a part of the Agreement. B. This Agreement shall be interpreted as though prepared by both parties. C. Any provision of this Agreement held to violate any law shall be deemed void, and all remaining provisions shall continue in full force and effect. D. This Agreement shall be interpreted under the laws of the State of California. E. This Agreement comprises a final and complete repository of the understandings between the parties and supersedes all prior or contemporary communications,representations or agreements,whether oral or written, relating to the subject matter of this Agreement. F. Any notices given pursuant to this agreement shall be effective on the third business day after posting by first class mail, postage prepaid,to the address appearing immediately after the signatures below. G. Willdan Financial Services shall not be liable for damages resulting from the actions or inactions of governmental agencies including, but not limited to, permit processing, environmental impact Willdan Financial Services Page 5 City of Palm Springs reports, dedications, general plans and amendments thereto,zoning matters,annexations or consolidations, use or conditional use permits, project or plan approvals, and building permits. H. Willdan Financial Services'waiver of any term,condition,or covenant,or breach of any term, condition,or covenant,shall not constitute the waiver of any subsequent breach of any other term,condition or covenant. I. Client acknowledges that Willdan Financial Services is not responsible for the performance of services by third parties, provided that said Willdan Financial Services has not retained third parties. IN WITNESS WHEREOF,the parties hereto have accepted,made and executed this Agreement upon the terms, conditions and provisions above stated,the day and year first above written. Willdan Financial Se City of Palm Springs By: By: Mark isco David Ready Title: Senior Vice President Title: City Manager Address: 27368 Via Industria, Suite 110 Address: 3200 E. Tahquitz Canyon Way Temecula, California 92590-3661 Palm Springs, CA 92262 Date: "�(�l/�0 Date: � /t�D ;;Caity AS' 0 FOR AttoriNot To Exceed Without The Express Written fat Authorization Of The City Manager. ATTEST: i Clerk V Willdan Financial Services Page'6 City of Palm Springs EXHIBIT A: SCOPE OF SERVICES Phasel Task Document Collection Coordinate with the Bond Trustee the collection of bond documents and cash flow information required for the arbitrage rebate computation. Document Review Review pertinent documents relating to the debt to confirm that the financing is subject to the arbitrage rebate requirements and identify relevant exceptions,elections,and yield restrictions. File Set Up Load subject bond issues into Willdan Financial Services'proprietary tracking system. Work Plan Discussion Review tax-exempt financings subject to the federal compliance regulations and discuss the work plan. Phasell Task Calculate the bond yield and identify gross proceeds and replacement proceeds allocated to the issue. Compare allowable arbitrage earnings to actual earnings by fund. Computation Review and consider application of alternative regulatory provisions. Determine the cumulative arbitrage liability pursuant to Section 148(f)of the Internal Revenue Code. Quality Control Employ a triple-tiered review of the calculation and summary findings. For bond issues not subject to the arbitrage rebate or yield restriction requirements,Wilidan Financial Services will prepare a certification of the exception that has been met. For bond issues subject to the arbitrage rebate requirements,Willdan Financial Services will prepare a comprehensive rebate report that includes. • Summary of methodology,assumptions,conclusions and recommendations • Statement of relevant dates • Sources and uses of funds Deliverable Arbitrage yield and yield restriction requirements • Rebate liability by fund and aggregate liability for the issue • Arbitragelinvestment Yield Comparison Graph Outstanding Investments Summary Prepare the necessary IRS Forms and provide filing instructions. Provide copies of completed rebate reports in electronic or hardcopy format,as directed. Provide work papers upon request. Phase III Task Procedural Support Review current policies and procedures for tracking expenditure and investment earnings allocations and make recommendations to improve funds and records management. Regulatory Changes Keep abreast of enforcement actions and Code/Regulation changes that may affect arbitrage compliance requirements, Retroactive changes requiring recalculation of a previously submitted arbitrage report shall be performed at our hourly rates. Audit Support Assist staff in the event of a rebate calculation audit. Document Retention Provide assistance with record retention and documentation relating to arbitrage rebate. Willdan Financial Services Page 7 City of Palm Springs EXHIBIT B. FEES FOR SERVICES To the extent that the necessary information is available,Willdan Financial Services endeavors to quote fees that accurately reflect the complexity of the services needed. If circumstances are encountered that affect our ability to proceed,such as additional information coming to our attention not determined or available during our scoping efforts,we will inform you promptly and seek your approval for any changes in scope,timing or fees that may result from such circumstances. ReportPrincipal Issue Next Issue Name Fee Amount date Lease Revenue Bonds, 1991 Series A(Convention Center) $50,668,512.10 4/22/1991 11/1/2008 $1,500 2006 Airport Passenger Facility Charge Refunding Revenue Bonds $12,115,000 5/2/2006 7/1/2010 $1,250 (Palm Springs International Airport) 2001 Housing Tax Allocation Bonds $5,805,000 7/31/2001 8/1/201.0 $2,000 2001 Limited Obligation Revenue Bonds,AD 157&158 Refinancing $2,345,000 9/4/2001 9/2/2011 $2,000 Lease Revenue Refunding Bonds,2001 Series A $28,540,000 10/4/2001 10/4/2011 $2,000 2007 Refunding Lease Revenue Bonds(Public Capital Improvements) $20,365,000 8/16/2007 4/1/2012 $2,750 2008 Airport Passenger Facility Charge Subordinate Refunding Revenue $6,895,000 5/28/2008 7/1/2012 $2,500 Bonds(Palm Springs International Airport) Community Redevelopment Agency Merged Project No.1 Tax Allocation $12,770,000 9/18/2007 9/18/2012 $2,500 Bonds,2007 Series A Airport Passenger Facility Charge Revenue Bonds,Series 1998(Palm $12,720,000 6/3/1998 6/3/2013 $2,000 Springs Regional Airport) Additional Fees-Set Up/Commingled Fundsffransferred Proceeds Analysis $1,500 Total $20,000 Willdan Financial Services Page 8 City of Palm Springs 1 ADDENDUM TO AGREEMENT The agreement between Willdan Financial Services and City of Palm Springs,dated June 4,2007 A55O7 (hereinafter the"Agreement")is amended as follows: Amend The Agreement is amended to include the following additional issue/reports and fees: ISSUE NAME PRINCIPAL ISSUE N FXT FEE AMOUNT DATE REPORT Rim n 1 ?ki' �`eE.Yd' •f1'-1`-'"gj?9, :M'v'i:.S -�i;.i1;.s'.;,u]„',Y,' +nY7. 7,. • :A:rya;itilE1'L."A`';'Af''.'ii 'i},,1" ;1+. _ .;:tla''::,,•,,i'firai,.. .„eu vl' `R .rru4 . '•'.T/ !r 'j..,:fiq{.. ^1y9.. 'e ;, ::."Y: .s ;f:',rye 'kr.+�,r_:,t.�" ..,n„_�Q� -„r r r•�;Tr �:c!�Y.aZ",Z" �t!-�N;'�'c-;.,,� � vier.. �� r'1'!P. ' w"' - +`i' i', 1?� ;e i '; ;.�fiJ.^�'?-r•,, ry'..,vv^-,r, n :W94:� ' �rii;{.'�1""'e�iSw r. I '` •� ;��1,{g ,� .,.�'n:�.: - 1 Y :-7'["'r. .�y!' r]� � (��r�,7;.� i,:u: �1y� a.r;1,yv�r\l.tr� ��i7`.sn�'ry� '��i•9'r� �i��"/' 1a •� In�'A':?,Y_,>j;�i:rlp�%�J,''�,.N ,5�!n-�� �, ��.r^rt"I' ;"S..`i'.''}:ill: . l '� yeq�ti k�Gh%S I r y��'. �a r"n4p�!�r__ .r�tit;.✓. ..9. ,y t ✓•n" '�:d x yyn y�pp 1 �^Yvrr. y'F[[:,�n.�q:JyM1CF ..ryas,"n.:,y_ .r 1.y`P`a.. r^. ""ri iw'{�1`!'M1. 1nJ,;••r1.rl..ia'.`�,nv,r.�.f "�ii.e�., _� '. r7p,', „ o.>r rrq/�;i'b+':gY11+T;',/,,:..gr:tsty`"Sl{'t•;.' y =.]:.er�;{e n.'...,.�r ,�,{,�',yy, :::aS}, fa�Jl*;j��:.�;rrr�^p'rr':'yryh .'l Ie✓r- � � l.g .:nr•Sn r,,r �r�;r "i '(?,',ri n r�•y�� y. r'"p ' -7�.Zt�.=:'7SE: '!T.ii'i r 1LfLS'1V`J')f'r,,::2;;..q:�rn.�;f�24a+;":�1"C4� nr ,n.M1tYp?�M`. ti".r.�',• .3r: _L__ "p' . >�9 � iq, G , ; it }I`. Fmsir.- Iw ,!.rri�i;lr.4`":•,a;- - h•,;.'°wi 71ri�1:'�., ��7,+:j. .dl'.� •4,+`r�Y. ..I:.r`;V a.i,.r..l:' :;r:;. ' ..A r ui"° .pT''"ii 1'c�rf`r' - ';9, <rt`r �;'Y•�-•r� "�: r>i';~: .ti:;r4i1r' ..i+:rt"'r` '1, i ".r _,1�`r':�n'::i.:;i., �i�p.�l xd.,F - w.'��"�ti1P 'z"sd��'i"'%'„r.:r• .rw ^",•Q(f:,'. ,.f,.:v � =:,r/..,, +) `o'iy, /,: 1�LL t' Y'.Y�lla[&'{�• {�ii:�',�'ia'r:r.3� ,;ems,•:;r11 ,= rt"' _:Yil;: - �r==+,-rr�: _ l;y •.3i! :",4c' . ,y 1r, t'"�Nr4F9. Idr :�i.t,�rty i::]x�ri .rtPi.'� •i:d'� xi`'9ru y 'r7 'v'='� °:'i:c'x,x(.`,i;'rrnnv n�: :v w'L'wa bill All other terms and conditions contained in the Agreement shall remain in full force and effect. Executed this December 24,2008. Willdan Financial Services City of Palm Spring (formerly MuniFinancial) Anne Pelej David Ready Vice President&Group Manager City Manager Date: i> 6e Date. IU r�Pvl APPROVED BY CITY COUNCIL. Attest: - Withn„. Thp Express Written Authorlrauun w0f The City ity`Clerk Manage; — Willdan Financial Services City of Palm springs Amend o A5507 EXHIBIT A: SCOPE OF SERVICES Phase One —Setup • An analyst will be assigned by MuniFinancial to manage the arbitrage rebate consulting activities. • The analyst will review those tax-exempt financings subject to the federal compliance regulations and discuss the work plan. • The analyst rill review pertinent documents relating to the debt to confirm that the financing is subject to the arbitrage rebate requirements and identify relevant exceptions, elections, and yield restrictions. • The subject bond issues will be loaded into MuniFinancial's proprietary tracking system with their respective target calculation dates. • Bond documents and cash flow information required for the reports will be coliectcd. Phase Two — Report Preparation The analyst shall perform the following activities to determine the cumulative arbitrage liability pursuant to Section 148(� of the Internal Revenue Code: • Calculate the bond yield and identify allgtoss proceeds and transferred ptocceds(advance refunding issues) allocated to the issue. • Compare allowable arbitrage earnings to actual earnings to determine cumulative arbitrage liability- * Review and consider application of alternative regulatory provisions that mayimptove the arbitrage liability. • Verify that two senior analysts review the calculation and summary findings. • Upon request, MuniFinancial will engage the services of tax counsel and an independent legal opinion shall be rendered. * A comprehensive rebate report will be produced and include the£ollowXrg: ✓ Computation Summary, ✓ Arbitrage/Investment Yield ✓ Summary Analysis of all relevant dates Comparison Graph, and assumptions, ✓ Rebate Calculations by fund, ✓ Sources and uses of funds, ✓ Outstanding Investments ✓ Arbitrage yield and yield restriction Summary, and requirements, ✓ Preparation of IRS Form 8038-T ✓ Rebate liability by fund and aggregate and filing instructions. liability for the issue, iYUInrFinancial Page 7 Gly of PakN Spr'ngs ry — Phase Three — Ongoing Additional Support MuniFinaucial's support does not end with report production.MuniFinancial analysts shall be available throughout the agreement period for the following activities: • Review current policies and ptocedures for tracking expenditure and investment earnings allocations. If these systems do not provide sufficient detail to adequately calculate and monitor rebate liability,MuniFinancial will make recommendations to assist in complying with all applicable Fedetal Regulations. • MuniFinancial will keep abreast of enforcement actions and Code/Regulation changes that may affect arbitrage compliance requirements.Retroactive changes requiring recalculation of a previously submitted arbitrage report shall be performed at our hourly rates. • Assist staff in the event of a rebate calculation audit. • Upon request,MuniFinancial will consult with respect to structuring of new bond issues and other matters that will affect any eventual arbitrage liability. Client Responsibilities The analyst will need the following documents and financial information: • Official Statement, • Tax Certificate (Arbitrage Certificate, Mon-Arbitrage Certificate), • .IRS Form 8038-G (governmental) or Form 8038 (private activity), • Escrow Verification (refunding issues ordy), • Cash/Asser and.Investment Activity Statements (or internal records of expenditure and earnings activity), and • Current balances on funds held by the City. MumFiaaarie! Page 8 G*of Palm S,Mingc EXHIBIT B; FEES FOR SERVICES $v` \�• e is . 1' l`�44i�r' �`�Yr�•+ rli{k6"'y��ly':,� .('n�'P �,�r y� �?�h'.,,; ' '•� T�'QFr"', yiM , _ i:' — — F' rGh �' , 1:;+;;.: RgW6tWe,Serjt§s98(P$# 'gfzsh,$f1X6irf3art` Leasp-Reyerlua,Refundf;�g.8o'nds:".1897 $92;3D0000:90'i d072212007;' $2,00'0, 5eries'B' ur .: A1] 161 Niou fain 1 25 Gate) '• $4"762;�00.00 :2/24J2004"' ��'�.9%�7,20'Q,8 ` $ .. 0:: Merged Project#2,TARB,2004 Series B $9;075,000.00 6/16/2004 5/1/2007 $2;000 - Merged Project#1, TARB, 2004 Series A S14,240,000.00 6/16/2004 5/1/2007 $2,000 Lease Revenue, 2004 Series A $62,395,000,00 6/3/2004 6/3/2007 $2,000 (Convention Center Expansion) 2006 Airport Passenger Facility Charge $12,000,000.00 5/2/2006 5/2/2009 S2,500 Refunding Revenue(PS Regional Airport) Assessment District #157 S1,122,889.97 5/14/1992 5/14/2007 $2,000 Assessment District #162 $1,300,000.00 12/1/2004 12/1/2007 $2,500 Additional Fees—Set Up/Commingled Funds/Transferred Proceeds Analysis $1,750 Total $24,000 If additional services are required during the contract Period,dic City will be contacted prior to the work being performed. MuniFirrmrcip! Page 9 Ctty of Palm Splingt AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and cmcrcd into this 4th day of tine 2007, by and berwccn MuniFinancial, a corporarion, and the City of Pahu Springs, hereinafter referted to as "Client." CONTRACT TER1VI is (3) three years, contract is valid From June 4, 2007 that June 4, 2010. Contract amount is not to exceed S24,000 for the rerm of the contract. WHEREAS,Client desires to employ Munil�inancial to furnish ongoing professional services in connection with Arbitrage Rebate Services, bcrcinafter referred to as the "Project" NOW, THERh:NURF, in consideration of the mutual premises, covcnants and condition- herein contained, the parties agree as follows: SECTION I - BASIC SERVICES MuniFinancial shall provide to ncc Client the basic services described in derail in Exhibit"A," Scopc of Services, attached hereto and incorporated herein by this reference. SECTION II -ADDITIONAL SERVICES If aurhorized,Muni Financial shall furnish additional services,which are in addition to the basic services. To the extent that the additional ser%icec have been identified in this Afire meat, they are itemized in Exhibit "A" and will be paid for by Clicnr as indicated in Section III hereof. As further additional services arc tequesred by Client-, this Agreement may he modified and subject to mutual consent by execution of an addendum by authorized representatives of both parries, setting forth the additional scope of services to be performed,the performance time schedule and the compensation for such services. SECTION III - COMPENSATION MuniFinancial shall be compensated for basic services rendered under Section 1, as in accordance with the terms and condirions indicated in Exhibit"13,"Fccs for Services;and R4uniFinanci d will be compensated for any additional services rendered under Section II as more particularly described in a fully approved and executed addendum to this Agreement- If no addendum is executed, then NvluniPinancial shall be compensated at its then-prey ailing hourly rates for such additional services. MuniFinancial may submit monthly statements far basic and additional services rendered. It is intended that Clientwill make payments to iMunil'inaricial within dirty(30) days of invoice.All invoices e1ln�id urmrgv( PdGr 1 Cip nJ Palm APIWngl not paid within thirty* (30) clays shall bear interest at the rare of 1-1/2 percent per month or the then legal rate allowed. SECTION IV—INDEMNITY; INSURANCE REQUIRED A. Indemnity. Muni Financial shall indemnify and hold harmless Client, its officers, officials,directors,employees,designated agents,and appointed volunteers from and against all claims, damages, losses and expenses, including attorney fees, arising out of rile performance of die services described herein,caused in whole or to part by the negligent acts,errors or omissions of MuniFinancial, any subconsuhant,anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by die act ve negligence or willful misconduct of Client or Client's officers, agents or employees. B. Insurance. Without in any way limiring MuniPinancial's habibty pursuant to the indemnification described above, Muni Financial shall maintain, during the term of this contract, the following insurance: Coverage Minimum Limits General Liability $1,000,000 Combined Single Limit, per Comprehensive Ccncral Liability, including: occurrence and general aggregate Premises and Operations Contractual Liability Personal-Injury Liability Independent Contractors f.iability (if applicable) Automobile Liability $1,000,000 Combined Single Limit,per Compruhcnsive Automobile Liability, occurrence (including owned, non-owned and hired autos) Workers' Compensation and Employer's Statutory, $1,000,000 Liability Workers' Compensation Insurance Employer's Liability Professional Liability $1,000,000 per claim and annual aggregate Professional Liability Insurance _ILnuTm.unr.+l Page Gry n/'Prinr.1pru{;.r SECTION V- INDEPENDENT CONTRACTOR STATUS MuniFinancial shall be an independent contractor and shall have responsibility for and control over the details and means of providing the services under this Agncrmcnt. SECTION VI - OWNERSHIP AND MAINTENANCE OF DOCUMENTS MuniFinancial may rely upon the accuracy of any documents provided to MuniFinancial by Client.All documents,including without limitation,reports,plans,specifications,field data,field notes, labotatoty test data, calculations, estimates, schedules, spreadsheets, or other documents furnished by MuniFinancial pursuant to this Agreement,regardless of media(e.g.,paper,electronic,magnetic,optical, Mylar,etc.),are instruments of MuniFinancial's services in respect to this Project and not products.All such documcncs shall remain the property of MuniFinancial, provided, however, a copy of the final documents shall be made available to Client upon request- These documcncs arc not intended nor represented to be suitable for reuse by Client or any others on extensions of this Project or on any other project- Thcsc documents shall not be changed or reused without the prior written consent of MuniFinancial. Any modification or reuse without specific written vedit salon and adoption by MuniFinancial for the specific purposes intended will be at utier's sole ri lk. Client agrees to save, keep and hold harmless MuniFinancial from all damages,costs or expenses in law mid equity including costs of stdt and attorneys' fees resulting;from such unauchotizcd rc usc. Client further agrees to compensate Mumfinancial for any tame spcnc or etpcnscs incurred by MuniFinancial in defense of any such claim,in accordance with Munipinancial's prevailing fee schedule. Client acknowledges that its right to uuhze the services and instrumenrs of scivices of MuniFinm-icial will continue only so lone as CLcnt is not in default of dic terms and conditions of this agreement and Client has performed all obLgauons under this agrecmcnc. Client further acknowledges that MuniFinancial has the unrestricted right to use the services provided pursuant to this agreement as well as all instniments of service provided pursuant to this agreement. Client agrees not to use or permit tiny other person to use any instruments of service prepared by MuniFinancial,which are not final and wtuch NfuniFinancial does nor sign. Client agrees to be Lable for any such use of non-final instrument~of service nor signed,stamped or sealed by MuniFinancial and waives liability against NluniFinancml for their u5c. Muni Financial's records,documcncs,calculations,test information and all other instruments of ~cruise shrill be I:epc on file in legible form for a period of not less than two years after completion of the services covered in this Agreement. llnnrFinnrrial PnGr 3 Crt7 aj1'ulnr.S�iiuGr SECTION VII - SUSPENSION OF SERVICES Client may, at any ume, by thirty (30) days written notice, suspend further performance by MuniFinancial.All suspensions shall exrend the time schedule for performance in a mutually satigfacrot+ manner and MuniFinancial shall be paid for all services performed and reimbursable expenses incurred prior to the suspensions dale. SECTION VIII - TERMINATION Eithcr parry may terminate this Agreement at any time by(riving dairLy(30) days'written notice to the other part} of such termination. If this Agreement is tctminatcd as provided herein, MuniFinancial will be paid an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of MumFinancial covered by this Agreement,less payn-ients of compensation previously made. SECTION IX- COMPLIANCE WITH LAW Each part-hereto will use reasonable care to crn-nply with applicable laws in effect at ncc time the services are performed hereunder, which LU the best of their ]nOWledge, information and belief ��Pph+ to their respecdve Obligations Linder this Agreement. SECTION X- SUCCESSORS AND ASSIGNS This Agreement shall be binding on the successors and assigns of the parcics, but either party, without written consent of the other part-, shall not assign it. SECTION XI -ATTORNEYS FEES In the event that any judgmcnr is entered in any action upon this Agreement, the parry hereto against whom such judgment is rendered agrees to pa} die amount equal to die reasonable attorneys fees of the prevatling party in such action and that such amount may be added to and made a part of such j udgrnent. SECTION X11 -ALTERNATIVE DISPUTE RESOLUTION If a dispute arises between dzc parties relating to this Agreement, du parties agree to use die following procedure prior to either parry pursuing other available remedies: A. A meeting shall be held promptly bc^tvccn the parties, attcndcd by individuals wriuh decision-malting authority regarding Lhe dispute, Lo aLtempt in good Huth to negotiate a resolution of the dispute. AlnmPivalwal rN(r 4 Cr1r of Pab+r.lpnl+gs B. If, within thirty (30) days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute,ihepwill joint]}-appninr a mutuaDy acceptable neutral person not affiliated wide either of the parties (the "neutral"), seek ng assistance in such regard if they have been unable to agree upon such appoinnncnr within forty(40) days from the initial meeting.The parries shall share the fees of the neutral equally- C. In consultation with the neutral, the parues will select or devise an alternative dispute resolution procedure ("ADR") by which they will attempt to resolve die dispute, and a time and place for the ADR to be held,with the neutral malting the decision as to the procedure,and/or place and time (but unless circumstances require odienvisc•,not Inter than sixty(60) days after sciccrion of the neutral)if the parties have been unable to agree on any of such marrers within twenty (20) days after initial consultation with the neural. D. The parties agree to participate in good faith in the ADR to its conclusion as designated by the neutral. If the parries are not successful in resolving the dispute through tic ADR, then the parties may agree to submit the marrcr to binding arbitration or a private adjudicator,or either parry may seek an adjudicated resolution through the appropriate court. SECTION XIII - RECORDS Records of MuniFinancial's direct labor costs, payroll costs and reimbursable expenses pertaining to the Project covered by this Agreement will bc•kc•pr on a generally recognized accounting basis and made available during normal business hours upon reasonable notice. MuluPinancial's records will be available for examination and audit if and as required. SECTION XIV- MISCELLANEOUS PROVISIONS This Agreement is subject to the following special provisions- A. The titles used in this Agreement are for general reference only and are nor a part of the Agreement. B. This Agreement shall be inteipreted as though prepared by both parties. C- Any provision of this Agreement held to violate any law shall be deemed void, and all remaining provisions shall continue in full force and effect. D. 'This Agreement shall he interpreted under the laws of the Srate of California. E. This Agreement comprises a final and complete repository of the understandings between the parties and supersedes all prior or contemporary communicauons, represcnradons or agreements, whether oral or written, relating to the subject marrer of this Agreement. .11nml-inannn( PaG' S Glyaf Pa/ni.SpirugS ]'. Any not ces given pursuant to this agreement shall be effective on the third business day after posting by first class mail, postage prepaid, to the address appearing immediately after the signatures below- G. MuniFinancial shall not he liable for damages resulting from the actions or inactions of governmental agencies including,but not limited to,permit processing,environmental impact reports, dedications,general plans and amendments thereto,ioihing matters,anncxadons or consolidations,use or conditional use permits, project or plan approvals, and building permits. H. MuniFinancial's waiver of any term, condition, or covenant, or breach of any term, condition, or covenant, shall not constitute the waiver of any subsequent breach of any other term, condition or covenant. I. Client acknowledges that MuniI'inancial is not responsible for the performance of services by third parties, provided that said MuniFinancial has not retained third parties. IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this Agreement upon the terms,conditions and provisions above sratcd,the day and year first above writtcn- MuniFinancial City of Palm Springs By: - gy; � no Pcicj Da id R Titic: Vice President &Division Manager Title: City Manager Address: 27368 Via lndustrin, Suite 1111 Address: P.O. Box 2743 Temecula, Califortna 92590-3661 Palm Springs, CA 92263-2743 APPROVED BYCNY MANAGER DdD Not To Excee���C� ,2,,, � � Without The Express ATTEST: °� Authorization Of The City Manager. y Clerk .rGnnFmondul Aj7e 6 o/Pabw SpI.wgs EXHIBIT A. SCOPE OF SERVICES Phase One -- Setup • An analyst will be assigned by Mun:Tinancial to manage the arbitrage rebate consulting activrnes. • The analyst will review those tax-exempt financings subject to the federal compliance regulations and discuss the wntk plan. + The analyst will review pertinent documents relating to the debt to confiun that the financing is subject to the arbitrage rebate requuemcnts and identify relevant exceptions, elections, and yield restrictions. • The subject bond issues will be loaded into MuniFinancial's proprietary tracking system with their respective target calculation dates. • Bond documents and cash flow information required for the reports will be collected. Phase Two — Report Preparation The analyst shall perform the following activities zo determine the cumulative arbitrage liability pursuant to Section 148(� of the Internal Revenue Code• • Calculate the bond yield and identify all gross proceeds and transferred proceeds (advance refunding issues) allocated to the issue. • C:ompare allowable arbitrage cartungs to actual earnings to determine cumulative arbitrage liability. + Review and consider application of alternative regulatory provisions that may improve the arbitrage liability. • Verify that two senior analysts review the calculaton and summary findings. Upon request, MuniFtnancial will engage the services of tax counsel and an independent legal opinion shall be rendered. + A comprehensive rebate report will be produced and include the following: ✓ Computation Sununary, ✓ Arbitrage/Investment Yield ✓ Summary Analysis of all relevant dates Comparison Graph, and assumptions, ✓ Rebate Calculations by fiend, ✓ Sources and uses of funds, ✓ Outstanding Investments ✓ Arbitrage yield and yield restriction Summary, and requirements, ✓ Preparation of TRS Form 8038-T ✓ Rebate liability by fund and aggregate and filing instructions. liability for the issue, Nlurionomrn! Pape 7 0 1 Of Sprin�yi Phase Three — Ongoing Additional Support MuniFinancial's support does not end with report production.MuniFinancial analysts shall be available throughout the agreement period for the following activities: • Review current policies and procedures for tracking expenditure and investment earnings allocations. If these systems do not provide sufficicnr detail to adequately calculate and monitor rebate liability,MuniFinancial will make recommendations to assist in complying with all applicable Federal Regulations. • MuruFinancial will keep abreast of enforcement actions and Codc/Regulation changes that may affect arbitrage compliance requirements.Retroactive changes requiring recalculation of a previously Sllbn-cued arbitrage report Shall be per onmcd at our hourly rates. • Assist staff in the event of a rebate calculaton audit. • Upon request,MuniFinancial will consulu with respect to structuring of new bond issues and other matters that will affect any eventual arbitrage liability. Client Responsibilities The analyst will need the following documents and Financial information. • Official Statement, • Tax Certificate (Arbitrage Certificate, Non-Arbitrage Certificate), • iRS Form 8038-G (governmental) or Form 8038 (private activity), • Escrow Verification (refunding issues only), • Cash/Asset and Invcstirnent Activity Statements (or internal records of expenditure and earnings activity),and • Current balances on funds held by the City. Mu40=11nal Page 8 City of Pak)Sprmgr EXHIBIT B: FEES FOR SERVICES 13EUC NAME [ Sur DATE NEXT REPORT FEES 98 Limited Uuiigation ?evenue, Series A �� `F.3,725,000,00 3/2,11298 3/2(2008 $2000 (AD 155 Re�inance) Airport Revenue bonds. Series 98 (PS Regioral Airport) $g 260,000A0 6/3/11998 G/3(2008 $2,000 Airport Passenger Facility Charge $12 720,000.00 6/3/1998 6/3/2008 $2,000 Revenue, Series 98(PS Rcgionzl Airport) Lease Revenue Refunding Bonds, 1997 $12,300,000,00 10/22/1997 10/22/2007 $2,000 Series B AD 161 (Mountain Gate) $4 752.500.00 2/24/2004 9/2/2008 $1,250 Mcrgcd Project#2,TARB, 2004 Series B $9,075,000.00 6/16/2004 5/1/2007 $2,000 Merged Project#1,TARB, 2004 Series A $14,240,000.00 6/16/2004 5/1/2007 $2.000 Lease Revenue, 2004 Series A $62,395,000 00 G/3/2004 6/3/2007 $2,000 (Convention Center Expansion) 2006 Airport Passenger Facility Charge $12,000A00 OD 517/7006 5/2/2009 $2,500 Refunding Revenue(PS Regional Airport) Assessment District #157 $1,122,889.97 5/14/1992 5/14/2007 $2,000 Assessment District #162 $1 300 000 00 12/1/2004 12/1/2007 $2,500 Additional Fees-- Set Up/Commingled FLInds/1'ransferred Proceeds Analysis $1,750 Total $24,000 If additional scrviccs axc zcquircd during the contract period, the City will be contacted prior to the work being perf ttned. mu'71Flaa4rial PqC 9 cx�'of Pa(m Spnw