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HomeMy WebLinkAbout05110 - ALBERT A WEBB ASSOCIATES ASSESSMENT ENGINEERING SVCS COMMUNITY FACILITIES DISTRICT 1 Page 1 of 1 Kathie Hart From: Marcus Fuller Sent: April 03, 2009 11:22 AM To: Kathie Hart; Carrie Rovney Subject: RE: A5110 -Albert A Webb Assoc-Assessment engineering services CFD#1 -330,000 Ok to close r Sincerely, Marcus L.Puller,P.E,P.L.S. Assistant Director of Public Worlcs/ Assistant City Enainecr City of Palm Springs (760)323-8253,ext.S744 www,paJmspnngy cm , v MarcusPuller palmsprriu�s-c�a.^ov From: Kathie Hart Sent: Friday, April 03, 2009 11:12 AM To: Marcus Fuller; carrie.rovney@palmsprings-ca.gov Cc: Jay Thompson Subject: A5110 - Albert A Webb Assoc -Assessment engineering services CFD #1 - $30,000 Carrie/Marcus: This was approved June 2005. Has it been completed? OK to close? Thx! Kathie Hart, CMC Chief Deputy City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs,CA 92262 `7`' (760) 323-8206 1 c� (760) 322-8332 E� Kathie.Hart@PalmSpringsCA.gov 04/03/09 Albert A. Webb Associates Assessment Engineering Svcs Community Facilities District 1 AGREEMENT #5110 CONTRACT SERVICES AGREEMENT F� MO 7683, 6-1-05 ASSESSMENT ENGINEERING SERVICES COMMUNITY FACILITIES DISTRICT NO. 1 "PALM SPRINGS CLASSIC", ALSO KNOWN AS "ESCENA PALM SPRINGS", TRACT 32233 THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this tday of �1 "r°..• 2005, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City') and Albert A. Webb Associates, (herein "Contractor"). The term Contractor includes professionals performing in a consulting capacity. The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments,taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 FamiliaritV with Work. By executing this Contract, Contractor warrants that Contractor(a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has, or will, investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers,documents, plans, studies and/or other components thereof to prevent losses ordamages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations underthis Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at anytime during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i)the Contract Sum, and/or(ii)the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000; whichever is less, or in the time to perform of up to one hundred eighty(180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit"B" and any other provisions of this Agreement, the provisions in Exhibit "B" shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the contract amount of Thirty Thousand Dollars ($30,000.00), (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv)such other methods as maybe specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all -2- project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1")working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit"D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s)specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather,fires,earthquakes,floods, epidemics,quarantine restrictions, riots, strikes,freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten(10)days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one(1)year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Paul Thompson, Director of Assessment/Special Tax Services -3- It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Aqainst Subcontractinq or Assiqnment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley ("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractorwith only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or -4- employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procureand maintain, atits solecostand expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liabilitv Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs as additional insured in accordance with standard ISO additional insured endorsement form CG2010(J-tS ) or equivalent language. 1U®d V12—'Y (b)Worker's Compensation Insurance. A policy of worker's compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. (c)Business Automobile Insurance.A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of$1,000,000 bodily and property damage. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Additional limits and coverages, which may include professional liability insurance, will be specified in Exhibit"B". All of the above policies of insurance shall be primary insurance and issued by companies whose rating satisfies the requirements in Section 5.4 of this agreement. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders are approved by the City. The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them, and each of them, harmless from any and all -5- actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities")that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees are made a party to any action or proceeding filed or prosecuted against Contractorfor such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original, notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. (Not applicable). 5.4 SufficiencV of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best's Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City Manager due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement create an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS -6- 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that mayor will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three(3)years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county. Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement,the injured party shall notify the injuring party, in writing, of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as -7- may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii)all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 LiauidatedDamages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of Zero Dollars ($0.00) as liquidated damages for each working day of delay in the performance of any service required hereunder,as specified in the Schedule of Performance(Exhibit "D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer, In addition, the Contractor reserves the right to terminate this Agreement at any -8- time,with or without cause, upon sixty(60)days written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated(provided thatthe City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attornevs' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of Citv Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees -9- are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263. In the case of the Contractor, it should be addressed to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authoritv. The persons executing this Agreement on behalf of the parties hereto warrant that(i) such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (N) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. SIGNATURES ON NEXT PAGE -10- IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. - - - CITY OF PALM SPRINGS ATTEST: a municipal corporation rif Clerk Cit Manager APPROVED BY CITYCOWK(IL Agreement S25,000 t APPROVED AS TO FORM: - �¢tile�eecn .tuta;l aFhlra��ed b„ SIDI' ais b•� h,�— Date AIIO P.O. Number ALBERT A.WEBB &ASSOCIATES CONTRACTOR: Check one: Individual_Partnership_Corporation Corporations require two notarized signatures: One from each of the following: A. Chairman of Board, President, or any Vice President:AND B Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer). By: Y 1 Signature(notarized) Signature(notarized) Matthew E. Webb A. Hubert Webb Name: Name: Title: President Title: Chairman of the Board State of Calif. I State of Ca 1 i t= i County of Riverside _Iss County ofRiverside Iss On5/5/05eforeme, Margaret Ewinq On5/5/05 before me,Margaret Ewing personally appeared Matthew E. Webb personally appeared A.Hubert Webb personally known to me for proved to-mean-the-basis-of personally known to me (or--proved_to.me-on-tfre-basis-of sairWactory evidence)to be the person(s)whose name(s)is/are satisfaetor-yewdence)to be the person(e)whose name(s)is/are subscribed to the within instrument and acknowledged to me subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the capacity(ies), and that by his/her/their signature(s-) on the instrument the person(s),or the entity upon behalf of which the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. person(s)acted,executed the instrument. WITNESS my hand and official seal. WITNESS`y hand and gfflcial seal. 1 . Notary Signature:-� "/l,F.,,,' T_, �" (�'< Notary Signature: Notary Seal: . Notary Seal: Fr l� n` kkly+ernri Cast rui Can s;y n fl.i..v31,.-L,!. -11- EXHIBIT "A" SCOPE OF SERVICES The intent of this contract is to provide Assessment Engineer services for the creation of the City of Palm Springs Community Facilities District No. 1 ("Palm Springs Classic"now known as"Escena Palm Springs," Tract 32233) and shall provide all services and resources necessary therefore. Contractor shall provide "Preliminary" and "Final" Engineers Reports to City to assist in the Resolution of Intention and Municipal Bond Sale. The following scope of services shall be provided: Initial Engineering A. Initial Scoping Meeting Contractor shall meet with City Staff and members of the Financing Team to establish the Community Facilities District's schedule of events,procedural and financial considerations,discuss the proposed improvements, eligibility of those improvements identify the boundaries of the Community Facilities District and establish appropriate land use classifications to meet the goals of the formation. B. Research Property Information Contractorshall conduct a review of the specific plan,conditions of approval,tentative subdivisions, assessors parcel maps and information regarding the project's ultimate configuration at build-out. Formation A. Structuring the Rate and Method of Apportionment Based on the information gathered, Contractor shall prepare a proposed Rate and Method of Apportionment that considers the burdens of annual administration as well as the financial overlapping debt. The types of issues considered will be clarity of language in the definition of terms, ability of the property to be assigned to different tax classifications, presence of a mechanism to provide for the levy of a back up tax. B. Projected Special Tax Analysis Based on the proposed structure of the Special Tax Formula, anticipated improved property values, and bond assumptions, Contractor shall project the Special Tax revenue for the Community Facilities District. The purpose of this analysis will be to determine if the Special Tax formula will generate sufficient monies to pay estimated principal and interest on the bonds and cover annual administration. We will also review the assumptions used with respect to estimating annual debt services, interest earnings, and administration expenses to ascertain if the Special Tax rates will support the proposed debt. C. Boundary Map Contractor's team of engineers will prepare the Boundary Map including the boundaries of territory -12- proposed for inclusion in the district including the entirety of any parcel subject to taxation by the proposed district. The map shall meet the requirements of the Mello-Roos Act and the Riverside County Recorder's office. D. Meetings Contractor shall be available to attend City Council meetings for the adoption of the resolution of intention, assist with the election proceedings, and answer questions during the public hearing. Issuance of Bonds A. Document Preparation Contractor shall assist with the preparation of information as it relates to the Rate of Method of Apportionment for inclusion in all documents of the financing. We shall review the documents for compliance with City policies, implementation, and administration concerns as it relates to continuing disclosure requirements. B. Special Tax Consultant Certificate Contractor shall sign the Special Tax Consultant Certificate confirming the adequacy of special taxes to meet debt service requirements. -13- EXHIBIT "C" SCHEDULE OF COMPENSATION Full compensation for required services included in this contract shall be made on a lump sum basis at$30,000. Contractor shall submit invoices, no more than once monthly, providing the City with a summary of services provided, the percentage provided, total percentage provided to date, and the total invoice amount. Contractor shall not invoice for more than 75% of the contract amount prior to completing the services required hereunder. Compensation for services, including reimbursable expenses, shall not exceed the total contract amount of$30,000.00, -15- EXHIBIT "D" SCHEDULE OF PERFORMANCE Contractor shall complete the"Preliminary Engineers Report"within 30 calendar days of Notice to Proceed from City and prior to the submittal of the Resolution of Intention to City Council to form Community Facilities District No. 1. Contractor shall submit"Final Engineers Report" to City upon completion of Final Reports from the Real Estate Appraiser and Market Absorption Analyst and prior to Municipal Bond Sale. Specific dates for submittal of required reports shall be determined once the Community Facilities District's schedule of events is established. -16- ACORD, :CERTIFICATE OF LIABILITY INSURANCE DhTC MM;�D Y) PRODUCER Monica ICeehfuss THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Talbot Ins & Fin Srvcs, Inc.. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 4371 Latham Street Suite 101 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PO Box 5345 COMPANIES AFFORDING COVERAGE Riverside, CA 92501 COMPANY Associated Indemnity Corporation 9SI-788-8500 951-788-2994 j A INSUREAlbert I COMPANY Illinois Union Insurance Company 1berC A Webb Associates B 3788 McCray SC - COMPANY I O Riverside CA 92506 ------------ --- COIaPAIIr D COVERAGES _, 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. LTR I TYPE OFINSUBANCE POLICY NUMBER POLICY EFFECTIVEDATE IMMIOD/YYl I EXPIRATION LIMITS A """GENERAL LIABILITY MXX60836726 02/01/2005102/01/2006 GENERAL AGGREGATE t2,000,000 Ia 1 COMMERCIAL GENERAL LIABILITY I PRODUCTS COMP/OP AGG 52,000,000 1 CLAIMS MADE IJ OCCUR I PERSONAL 6 ACV INJURY 0 1,000,000 -J OWNER S L CONTRACTOR S PROT EACH OCCURRENCE 5 1,000,000 FIRE DAMAGE(Any me lire) 0100,000 MED EXP(Any one priman) S 5,000 A AUTOMOBILE LIABILITY MXX80838728 02/01/200S 02/01/2006 ANY AUTO COMBINED SINGLE LIMIT S1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS IPe,Pe,oun) FIX HIRED AUTOS BODILY INJURY NON OWNED AUTOS Pel anrltle110 i PROPERTY DAMAGE GARAGE LIABILITY AUTO ONLY-EA ACCIDENT 0 ANY AUTO OTHER THAN AUTO ONLY -- EACH ACCIDENT Iq AGGREGATE 0 EXCESS LIABILITY EACH OCCURRENCE 10 UMBRELLA FORM AGGREGATE s OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND WC STATUl IOTH EMPLOYERS'LIABILITY PTV LIMITSS 0 EL EACH ACCIDENT if THE PROPRIETOW No. EL OISEASE POLICY LIMIT S PAFlTNERSIEXECIITIVE _ OFFICERS PRE: EXCL EL DISEASE-EA EMPLOYEE $ B Pr fessional HON0121641972002 OB/08/2004 08/08/2005 3,000,000 each claim Liability 3,000,000 Aggregate 100,000 Deductible DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESISPECIAL ITEMS The Certi E>,cate Holder is an Additional Insured with respects Lo General Lnabillty Per MultiCover CG 71 Be 12 03 attached CERTIFICATE HOLDER City Of Palm Springs SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Office of the City Clerk EXPIRATION DATE THEREOF. THE ISSUING COMPANY WILL ENOEAVOR TO MAIL P.0 BOX 2743 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT Palm Springs, Ca 92263 TU-11" notice for non-Payment BUT FA LURE TO MAIL SUCH NO ICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OI- ANY HIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE 17/ 0 ACDRD'z6-s:ia:Is51 , ., b'ACORD,C RPORA'TION 1988� iuds a22B3561 41E132A MultiCover® - CG 7158 12 03 Policy Amendment(s) Commercial General Liability Coverage Form Your Commercial General Liability Coverage Form is (3) Coverage B does not apply to per- revised as follows: sonal and advertising injury arising out of an offense committed before 1. Broadened Named Insured you acquired or formed the organ- ization. A. SECTION II - WHO IS AN INSURED, item 4., is replaced by the following: B. SECTION II - WHO IS AN INSURED, the last paragraph, is replaced by the following: 4. Any organization that you own at the inception of this policy, or newly acquire No person or organization is an insured with or form during the policy period, and respect to the conduct of any current or past over which you maintain during the pol- partnership, joint venture, or limited liability icy period majority ownership or major- company that is not shown as a Named In- ity interest, will qualify as a Named sured in the Declarations. However, this does Insured if: not apply to a limited liability company that meets all of the conditions in Section II - a. There is no other similar insurance Who Is An Insured,item 4., above. available to that organization; and *-2 Additional Insured b. The first Named Insured shown in SECTION II - WHO IS AN INSURED, sub- the Declarations has the responsi- sections 2.e. is added as follows: bility of placing insurance for that organization; and e. Any person or organization is included as an additional insured, but only to the extent such c. That organization is incorporated or person or organization is held liable for organized under the laws of the bodily injury, property damage or personal and United States of America. advertising injury caused by your acts or omissions. With respect to the insurance af- However: forded to such insured, all of the following (1) Coverage under this provision 4 is additional provisions apply: afforded only until the next occur- (1) You and such person or organization ring annual anniversary of the be- have agreed in a written insured contract ginning of the policy period shown that such person or organization be in the Declarations, or the end of the added as an additional insured under this policy period, whichever is earlier; policy; and (2) The bodily injury, property damage or (2) Coverage A does not apply to bodily personal and advertising injury for which injury or property damage that oc- said person or organization is held liable curred before you acquired or occurs subsequent to the execution of formed the organization; and such insured contract; This Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy Se retary Presiden C07158 12-03 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Page 1 of 6 (3) The most we will pay is the lesser of behalf of the additional irisured at either the Limits of Insurance shown in the site of the covered operations, the Declarations or the limits of insur- has been completed; ante required by the insured contract; (c) Which takes place after that portion (4) Such person or organization is an insured of your work out of which the injury only with respect to: or damage arises has been put to its intended use by any other person or (a) Their ownership, maintenance, or organization other than another use of that part of the premises, or contractor or subcontractor engaged land, owned by, rented to, or leased in performing operations far a prin- to you, except such person or or- cipal as part of the same project; ganization is not an insured with re- spect to structural alterations, new (d) Which takes place after the expira- construction or demolition oper- tion of any equipment lease to ations performed by or on behalf of which (4)(d) above applies; such person or organization; (6) With respect to architects, engineers or (b) Your ongoing operations performed surveyors, coverage does not apply to for that insured; bodily injury, property damage or per- sonal and advertising injury arising out (c) Their financial control of you, ex- of the rendering or failure to render any cept such person or organization is professional services by or for you, in- not an insured with respect to strut- cluding: tural alterations, new construction or demolition operations performed (a) The preparing, approving, or failing by or on behalf of such person or to prepare or approve, maps, shop organization; drawings, opinions, reports, surveys, field orders, change orders, or draw- (d) The maintenance, operation or use ings and specifications; o by you of equipment leased to you by such person or organization; (b) Supervisory, inspection, architec- tural, or engineering services. (e) Operations performed by you or on your behalf and for which a state or However, an Additional Insured endorsement is political subdivision has issued a attached to this policy that specifically names a permit, provided such operations are person or organization as an insured, then this subsection 2.e. does not apply to such person or not performed for such state or pol- itical subdivision, and are not in- organization. cluded within the products-completed 3. Additional Insured - Vendors operations hazard; z Unless the products-completed operations hazard (5) This insurance does not apply to bodily is excluded from this policy, SECTION II - WHO injury, property damage, personal and IS AN INSURED, item 2.g. is added as follows: advertising injury, occurrence or offense: g. Any vendor of yours is included as an addi- (a) Which takes place at a particular tional insured, but only with respect to bodily 'a premises after you cease to be a injury or property damage caused by your d a tenant of that premises; products which are distributed or sold in the regular course of the vendor's business, sub- w (b) Which takes place after all work, in- ject to the following additional exclusions: cluding materials, parts or equip- N ment furnished in connection with (1) The insurance afforded the vendor does u such work to be performed by or on not apply to: CG7158 IM3 Includes copyrighted materiel of Insurance Services Office,Inc,with its permission. Page 2 of 6 0 (a) Bodily injury or property damage for into, accompanying or containing such which the vendor is obligated to pay products. damages by reason of the assump- tion of liability in a contract or However, if an Additional Insured - Vendors agreement. This exclusion does not endorsement is attached to this policy that apply to liability for damages that specifically names a person or organization as the vendor would have in the ab- an insured, then this subsection 2.g. does not sence of the contract or agreement; apply to that person or organization. (b) Any express warranty unauthorized 4. Waiver of Subrogation by you; SECTION IV - COMMERCIAL GENERAL (c) Any physical or chemical change in LIABILITY CONDITIONS, item S., is replaced the product made intentionally by by the following: the vendor; S. Transfer of Rights of Recovery Against Oth- (d) Repackaging,unless unpacked solely ers to Us and Blanket Waiver of Subrogation for the purpose of inspection, dem- a. If the insured has rights to recover all or onstration, testing, or the substi- part of any payment we have made under tution of parts under instructions this Coverage Part, those rights are from the manufacturer, and then re- transferred to us. The insured must do packaged in the original container; nothing after the loss to impair those (e) Any failure to make such in- rights. At our request, the insured will spections, adjustments, tests or ser- bring suit or transfer those rights to us vicing as the vendor has agreed to and help us enforce them. make or normally undertakes to b. If required by a written insured contract make in the usual course of busi- executed prior to the occurrence or of- ness, in connection with the distrib- fense, we waive any right of recovery we ution or sale of the products; may have against any person or organ- (f) Demonstration, installation, servic- ization named in such insured contract, because of payments we make for injury ing or repair operations, except such operations performed the vendor or damage arising out of your operations ization. or your work for that person or organ- in full compliance with the man- ufacturer's written instructions at the iz vendor's premises in connection 5. Cancellation - 120 Days with the sale of the product; Common Policy Conditions endorsement IL0017, (g) Products which, after distribution A. Cancellation, item 2.b, is replaced by the fol- or sale by you, have been labeled or lowing: relabeled or used as a container,part or ingredient of any other thing or b. 120 days before the effective date of cancella- substance by or for the vendor; or tion if we cancel for any other reason. (h) Bodily injury or property damage 6. Liberalization arising out of the liability of the SECTION IV - COMMERCLAL GENERAL vendor for its own acts or omissions LIABILITY CONDITIONS, the following is ad- or those of its employees or anyone ded: else acting on its behalf. Liberalization (2) This insurance does not apply to any in- sured person or organization from whom If we adopt a change in our forms or rules which you have acquired such products or any would broaden the coverage provided by any form ingredient, part or container, entering that is a part of this policy without an extra CG7158 12-03 Includes copyrighted material of Insurance Services Office,Inc.with its permission Page 3 of 6 premium charge, the broader coverage will apply while rented to you, temporarily occu- -= to this policy. This extension is effective upon the pied by you with permission of the approval of such broader coverage in your state. owner, or managed by you under a writ- ten agreement with the owner; 7. Fire, Explosion, Sprinkler Leakage, or Lightning Legal Liability Coverage (c) That is insurance purchased by you to cover your liability as a tenant for A. SECTION I - COVERAGES, COVERAGE property damage to premises rented to A BODILY INJURY AND PROPERTY you, temporarily occupied by you with DAMAGE LIABILITY, 2. Exclusions, the the permission of the owner, or managed last paragraph, is replaced by the fallowing: by you under a written agreement with Exclusions c. through n. do not apply to the owner; or damage by fire, explosion, sprinkler leakage, D. SECTION V - DEFINITIONS, 9. Insured or lightning to premises while: Contract,item a.,is replaced by the following: 1. Rented to you; a. A contract for a lease of premises. However,that portion of the contract for 2. Temporarily occupied by you with the a lease of premises that indemnifies any permission of the owner; or person or organization for damage by 3. Managed by you under a written agree- fire, explosion, sprinkler leakage, or ment with the owner. lightning to premises while rented to you, temporarily occupied by you with per- A separate limit of insurance applies to this mission of the owner,or managed by you coverage as described in Section III- LIMITS under a written agreement with the OF INSURANCE. owner,is not an insured contract; r c B. SECTION III - LIMITS OF INSURANCE, 9. Non-Owned or Chartered Watercraft item 6., is replaced by the following: SECTION I - COVERAGES, COVERAGE A 6. Subject to 5. above, the Damage to BODILY INJURY AND PROPERTY DAM- Premises Rented To You Limit shown AGE LIABILITY, 2. Exclusions, item g.Aircraft, in the Declarations, for property damage Auto Or Watercraft, item (2), is replaced by the to any one premises while rented to you, following: or in the case of damage by fire, explo- sion, sprinkler leakage, or lightning while rented to you, temporarily occupied by (a) Less than 51 feet long; and you with the permission of the owner, or managed by you under a written (b) Not being used for public transportation agreement with the owner, is the greater or as a common tamer; of: 9. Chartered Aircraft N a. $1,000,000 Any One Premises; or z SECTION I - COVERAGES, COVERAGE A b. The Damage To Premises Rented BODILY INJURY AND PROPERTY DAM- To You Limit shown in the Decla- AGE LIABILITY, 2. Exclusions, g. Aircraft, rations. Auto Or Watercraft, item (6), is added as follows: 0 P C. SECTION IV - COMMERCIAL GEN- (6) An aircraft in which you have no ownership y ERAL LIABILITY CONDITIONS, 4. interest and that you have chartered with a Other Insurance, b. Excess Insurance, (1), crew. LLitems (b) and (c), are replaced by the follow- ing: 10. Coverage Territory - Broadened N (b) That is Fire, Explosion, Sprinkler Leak- SECTION V - DEFINITIONS, item 4.a„ is re- u age, or Lightning insurance for premises placed by the following: CG7158 12-M m Includes copyrighted material of Insurance Services Office,Inc.with its permission. Page 4 of 6 m 0 a. The United States of America (including its Injury Liability Coverage applies. We do not territories and possessions), Puerto Rico, have to famish these bonds. Canada,Bermuda,the Bahamas,The Cayman Islands,and the British Virgin Islands; d. All reasonable expenses incurred by the in— sured at our request to assist us in the inves- 11. Personal and Advertising Injury - Contractual tigation or defense of the claim or suit, including substantiated loss of earnings up to Unless personal and advertising injury is excluded $500 a day because of time off from work. from this policy the following applies: 16. Duties in the Event of an Occurrence, Offense, SECTION I - COVERAGES, COVERAGE B, Claim, or Suit - Amended 2. Exclusions, item e., is deleted. SECTION IV - COMMERCIAL GENERAL 12. Fellow Employee Coverage LIABILITY CONDITIONS, items 2.a. and 2.b-, SECTION II - WHO IS AN INSURED, 2.a., are replaced with the following: item (1) is replaced by the following: a. You must see to it that we or any licensed (1) Personal and advertising injury: agent of ours are notified of a General Liability occurrence or offense which may re- However, subsections (a), (b), (c) and (d) of item sult in a claim as soon as practicable after it (1) remain unchanged, becomes known to: 13. Bodily Injury Definition - Broadened (1) You, if you are an individual; SECTION V - DEFINITIONS, 3. Bodily Injury (2) Your partner or member, if you are a is replaced by the following: partnership or joint venture; Bodily injury means bodily injury, sickness, or di- (3) Your member, if you are a limited liabil- sease sustained by a person including death or ity company; mental anguish resulting from any of these at any (4) Your executive officer if you are an or- time. Mental anguish means any type of mental or emotional illness or disease. venture or other than i partnership,joint venture or limited liability company; or 14. Unintentional Failure to Disclose Hazards (5) Your authorized representative or insur- SECTION IV - COMMERCIAL GENERAL ante manager. LIABILITY CONDITIONS, item 6. Representa- tions, the following is added: Knowledge of an occurrence or offense by persons other than those listed above does not d. If you unintentionally fail to disclose any ha- imply that those listed above also have such zards existing at the inception date of this knowledge. policy, we will not deny coverage under this b. To the extent possible, notice should include: Coverage Form because of such failure. However, this provision does not affect our (1) How, when, and where the occurrence right to collect additional premium or exercise or offense took place; our right of cancellation or non-renewal. (2) The names and addresses of any injured 15. Supplementary Payments- Increased Limits persons and witnesses; and SECTION I - COVERAGES, SUPPLEMEN- (3) The nature and location of any injury or TARY PAYMENTS - COVERAGES A AND damage arising out of the occurrence or B, items Lb. and l.d., are replaced by the follow- offense, ing: b. The cost of bail bonds required because of 17. Non Employment Discrimination Liability accidents or traffic law violations arising out Unless personal and advertising injury is excluded of the use of any vehicle to which the Bodily from this policy the following applies: CG7159 12-03 Includes copyrighted material of Insurance services Office,Inc.with its permission Page 5 of 6 A. SECTION V - DEFINITIONS, 14. Personal r. Fines, penalties, specific perform2nce, or and advertising injury, item h. is added as fol- injunctions levied or imposed by a gov- lows: emmental entity, governmental code, law, or statute because of diserimFination. h. Discrimination. 18. Medical Payments B. SECTION V - DEFINITIONS, item 23. is added as follows: Unless COVERAGE C MEDICAL PAY- MENTS, or the products-completed operations 23. Discrimination means the unlawful treat- hazard has been excluded from this policy the fol- ment of a person or class of persons be- lowing applies: cause of their specific race,color,religion, gender, age, or national origin in com- A. SECTION I - COVERAGES, COVERAGE parison to one or more persons who are C MEDICAL PAYMENTS, 2. Exclusions, not members of the specified class. item f., is replaced by the following: C. SECTION I - COVERAGES, COVERAGE f. Products-Completed Operations Hazard B PERSONAL AND ADVERTISING Included within the products-com leted INJURY LIABILITY, 2. Exclusions, the operations hazard. However, this exclu- sion following are added: p sion does not apply to expenses for den- o. Discrimination directly or indirectly re- tal services. lated to the past employment, employ- ment or prospective employment of any B. Section I - COVERAGES, COVERAGE C person or class of persons by any insured; MEDICAL PAYMENTS, is amended to in- clude item 3. as follows: p. Discrimination directly or indirectly re- lated to the sale, rental, lease or sublease 3. Limit of Insurance or prospective sale, rental, lease or sub- The Medical Expense Limit of Insurance lease of any dwelling,permanent lodging, shall be the greater of: or premises by or at the direction of any insured; a. $10,000 Any One Person; or 0 r q. Discrimination, if insurance thereof is b. The amount shown in the Declara- prohibited by law; or tions. y Z 0 v J h O Q H a (7 U LL W N U o CG715812-03 a Includes copyrighted material of Insurance Services Office,Inc.with its pennission. Page 6 of 6 'o CERTHOLDER COPY STATE P O BOX 420807, SAN FRANCISCO, CA 94142-0807 COMPENSATION INSURANCE FUN D CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 06-23-2005 GROUP: 000092 POLICY NUMBER: 411-2005 CERTIFICATE ID: 215 CERTIFICATE EXPIRES: 09-01-2006 09-01-2005/09-01-2006 CITY OF PALM SPRINGS OFFICE OF THE CITY CLERK P O BOX 2743 PALM SPRINGS CA 92263 This Is to certify that we have issued a valid Worker's Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period Indicated This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration This certificate of insurance Is not an insurance policy and does not amend,extend or alter the coverage afforded by the policy listed herein.Notwithstanding any requirement,term or condition of any contract or other document with respect to which this certificate of insurance may be Issued or to which it may pertain,the insurance afforded by the policy described herein is subject to all the terms,exclusions,and conditions,of such policy �(A Avg c 61, AUTRORIZED REPRE5ENTATIVE PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT $2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 09-01-2005 IS ATTACHED TO AND FORMS A PART OF TIdIS POLICY, EMPLOYER ALBERT A WEBB ASSOCIATES 3788 MCCRAY ST RIVERSIDE CA 92506 TBIO.SKI PRINTED.00-23-2005 5CIF 10252E Accept lhlscvrhrmblb only Jyob sea alaml wnlvrmark lbpl loads'OFFICIAL STATE FUND DOCUMENT' PAGE I OFI Best's Rating Center- Search Results Page 1 Page 1 of 1 W., Ra ter ar•} View Ratings Financial Strength Issuer Credit Securities Advanced Search Other Web Centers: Select One , Search Results page 1 of 1 1 Rated and non-Rated companies found, results sorted by Company Name Criteria Used: Company Name: Company names starting with Associated Indemnity To refine your search, please use our Advanced Search or view our Online Help for more information. New search Associated Indemnity View results starting with: A B C D E F G H I J K L M N O P Q R S T U V W X Company Information Financial Strength Ratings Issuer Credit Ratings Outlook/ Outlook/ 'r AMBV '* Company Name •" Ratipg + Implication Long-Term '* Implication Short-Term '*' Do 02178 Associated Indemnity Corporation k i Negative US Note: Financial Strength Ratings as of 0612312005 05:20 PM E.S.T. * denotes Under Review Issuer Credit Ratings Visit Best's Rating Center for a complete overview of our rating process and methodologies. Important Notice:Best's Ratings reflect our Independent opinion,based on a comprehensive quantitative and qualitative evaluation of a company' strength,operating performance and business profile.These ratings are neither a warranty of a company's financial strength nor its ability to meet i obligations,including those to policyholders.View our entire notice for complete details. Customer Service I Product Support Member Center Contact Info I Careers About A M.Best I Site Map I Privacy Poles I Security I Terms of Use I Legal&Licensing Copyright 912005 A M.Best Company,Inc.All rights reserved A M Best Worldwide Headquarters,Ambest Road,Oldwick,New Jersey,08858,U.S A http://www3.ambest.com/ratings/RatingsSearch.asp?AltSrc=9 6/23/2005 Best's Rating Center- Search Results Page 1 Page 1 of 1 ) View Ratings:Financial Strength Issuer Credit Securities Advanced Search other Web Centers Select One Search Results page 1 of 1 1 Rated and non-Rated companies found, results sorted by Company Name Criteria Used: Company Name: Company names starting with Illinois Union To refine your search, please use our Advanced Search or view our Online Help for more information. New Search Illinois Union View results starting with: A B C D E F G H I J K L M N O P Q R S T U V W X Company Information Financial Strength Ratings Issuer Credit Ratings + Outlook/ y # Outlook/ A +' AMB# Company Name P' Rating\ '* Implication Long-Term + Implication Short-Term T Dc 03510 Illinois Union Insurance Company A�' Stable US UIV Note:Financial Strength Ratings as of 06/23/2005 05:20 PM E.S.T. * denotes Under Review Issuer Credit Ratings Visit Best's Rating Center for a complete overview of our rating process and methodologies. Important Notice:Best's Ratings reflect our independent opinion,based on a comprehensive quantitative and qualitative evaluation of a company' strength,operating performance and business profile.These ratings are neither a warranty of a company's financial strength nor Its ability to meet i obligations,including those to policyholders.View our entire notice for complete details. Customer Service I Product Support I Member Center I Contact Info I Careers About A M Best I Site Map I Privacy Poll I Security I Terms of Use I Legal&Licensing Copyright©2005 A M.Best Company,Inc.All rights reserved. A M Best Worldwide Headquarters,Ambest Road,Oldwick,New Jersey,08858,U S A http://www3.ambest.comlratings/RatingsSearch.asp?AltSrc=9 6/23/2005