Loading...
2017/06/20 Keyser Marston Associates, Inc. (KMA) FY18 analysis services CITY OF MENIFEE PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and effective this 20'h of June, 2017 ("Effective Date") by and between the CITY OF MENIFEE, a California municipal corporation, ("City") and KEYSER MARSTON ASSOCIATES, INC., a California Corporation("Consultant"). City and Consultant may sometimes herein be referred to individually as a"Party'' and collectively as the"Parties." SECTION 1. SERVICES. Subject to the terns and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services,attached hereto as Exhibit A and incorporated herein by this reference (the "Services"). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A.this Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on 20t1i day ofJune,2017 and shall end on December 30, 2017,unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City's right to terniinate this Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall,immediately upon receiving notice from City of such desire of City,reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. 1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2671'031858-0001 7630421.2 a05111.15 SECTION 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed FOUR THOUSAND FIVE HUNDRED DOLLARS ($4,500.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person. 2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement,based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for-the first invoice; etc.; b. The beginning and ending dates of the billing period; C. A "Task Summary''containing the original contract amount,the amount of prior billings,the total due this period,the balance available under this Agreement,and the percentage of completion; d. At City-s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense-, C. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. The Consultant Representative's signature. Invoices shall be submitted to: City of Menifee Attn: Accounts Payable 29714 Haun Road Menifee,CA 92586 2.2 Monthly Payment. City shall make monthly payments,based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty(30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2671.031858-ODD! 7630421.2 a05:1115 -2- 2.3 Final Payment. City shall pay the last ten percent(10%) of the total amount due pursuant to this Agreement within sixty(60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed. 2.4 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement,unless this Agreement is modified in writing prior to the submission of such an invoice. 2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A. 2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes. 2.8 Payment upon Termination. In the event that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date. SECTION 3. FACILITIES AND EQUIPMENT. Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets,and conference space,as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of City. The location,quantity,and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. SECTION 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance,indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in Consultant's compensation. Consultant shall not 2671,031858-0001 7630421.2 n05i 11;15 -3- allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other Insureds. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS (S1,000,000.00) per accident,ONE MILLION DOLLARS ($1,000,000.00)disease per employee,and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer,if insurance is provided, or Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage,for risks associated with the Services contemplated by this Agreement,TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles. b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. C. Additional reauirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis,and not on a claims-made basis. 2671ro3185U001 7630421.2 a0511/15 -4- b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers,employees,agents, and volunteers. 4.3 Professional Liabilitv Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City. b. Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services. b. Insurance must be maintained and evidence of insurance must be provided for at least three(3) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of three(3) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1)renewal of the existing policy; (2) an extended reporting period endorsement; or (3)replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant's sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement. 4.4 All Policies Requirements. a. Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a Bests' rating of no less than A:VII and admitted in California. b. Verification of coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and 2671%031858.00D1 7630421.2 a0511/15 -5- certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference: Sun City Core Retail Study. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29714�Haan Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. C. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten(10) working days if: (1) any of the required insurance policies is terminated;(2) the limits of any of the required polices are reduced; or(3) the deductible or self insured retention is increased. d. Additional insured: primary insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: IiabiIity arising out of the Services performed by or on behalf of Consultant. including the insureds general supervision of Consultant;products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, Ieased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees,agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one(1) year after the expiration ortermination of this Agreement or completion of the Sen•ices: A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage. e. Deductibles and Self-insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall famish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the 267 1103 1 8 5 9-0 00 1 7630421.2 a05:11115 -6- j coverage,scope, limits, and forms of such insurance are either not commercially available,or that City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies,which are alternatives to otherremedies City may have and are not the exclusive remedy for Consultant's breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment,until Consultant demonstrates compliance with the requirements hereof;and/or C. Terminate this Agreement. SECTION 5. INDEMNIFICATION. 5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Semites, to the fullest extent permitted by law,Consultant shall indemnify,protect,defend(with counsel selected by City),and hold harmless City and any and all of its officers; employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, "Claims")to the extent same are caused in whole or in part by any negligent or wrongful act,error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof)in the performance of professional services under this Agreement. 5.2 Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees,officials,volunteers,and agents from and against any and all Claims, where the same arise out of, are a consequence of,or are in any way attributable to,in whole or in part,the negligence or willful misconduct in the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant. 5.3 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City's sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity. 2671X31858.0001 7630421.2 a05.1115 -7- SECTION 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of its officers, employees,or agents is in any manner officers,officials, employees,or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries,wages,or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City,state,or federal policy,rile,regulation,law,or ordinance to the contrary,Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS'') as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. SECTION 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages,as determined by the Director of Industrial Relations of the State of California, will be the minimum paid to all laborers, including Consultant's employee and subcontractors. It is understood that it is the responsibility of Consultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations ("DIR") pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415-703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times,and readily available at City's request. Consultant shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers harmless from and against any liability, loss, darnage, cost or expenses (including but not limited to reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i)the noncompliance by Consultant or any party performing the Services of any applicable local,state, and/or federal law,including,without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii)the implementation of Section 26711031858-0001 7630421.2 4511415 -8- 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with perfonmance of the Services, including, without limitation, any and all public works (as defined by applicable law),Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors. 7.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their-respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, and subcontractors shall, at their-sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the tern of this Agreement-valid Business Licenses from City. SECTION 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. 8.2 Tenmination by Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City. 8.3 Consequences of Termination. In the event of termination, Consultant shall be entitled to compensation for the Services perfonned up to the date of tenmination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement. 8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. 2671.031858-0001 7630421.2 a05%1115 -9- Moreover; a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant's proposal, without prior written approval of the Contract Administrator. In the event that key personnel Ieave Consultant's employ, Consultant shall notify City immediately. 8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement. 8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement; City's remedies shall include, but not be limited to, any or all of the following: a. Immediately terminate this Agreement: b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; C. Retain a different consultant to complete the Services described in Exhibit A, and/or d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services. SECTION 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs,memoranda,plans, studies, specifications,records, files,or any other documents or materials,in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder, with the exception of the Consultants proprietary computer models, shall be the property of City. Consultant hereby agrees to deliver those doewnents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials,including but not limited to those described above,prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law. 9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy,use,modify,reuse,or sublicense any and all copyrights,designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, 2 67 1103 1 85 8-0 001 7630421.2 a0511 15 -10- drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings,digital renderings,or data stored digitally,magnetically,or in any other medium,which are prepared or caused to be prepared by Consultant under this Agreement ("Documents and Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any tirne, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 9.3 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account,invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three(3) years, or for any longer period required by law,from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. 9.4 Inspection and Audit of Records. Any records or documents that Section 9.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS (S10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City,for a period of three(3) years after final payment under this Agreement. SECTION 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys' fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Applicable Law, Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. In the event that either Party brings any action against the other- under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County. 10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. 2671;031858-0001 7630421.2 a05111 15 -11- 10.4 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver-of any other breach of that tern or any other term of this Agreement. 10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties, 10.7 Consultant Representative. All matters under-this Agreement shall be handled for Consultant by Paul Marra("Consultant's Representative"). The Consultant's Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultants Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 10.8 City Contract Administration. This Agreement shall be administered by a City employee, Gina Gonzalez ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or her designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or her designee. 10.9 Notices. Any written notice to Consultant shall be sent to: Keyser Marston Associates,Inc. 555 West Beech St., Suite 460 San Diego, CA 92101 Attn:Paul C. Marra, Vice President Any written notice to City shall be sent to the Contract Administrator at: City of Menifee 29714 Haun Road Menifee, CA 92586 Attn: Gina Gonzalez,Economic Development Manager with a copy to: City Clerk City of Menifee 29714 Haun Road Menifee, CA 92586 2671:031858-0001 7630421.2 aW 11115 -12- f 10.10 Professional Seal. Where applicable in the determination of the Contract Administrator,the first page of a technical report,first page of design specifications,and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled"Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.11 Rights and Remedies. 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. 10.12 Integration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A,represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. The terns 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. 10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.14 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and 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, (iii)by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv)that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. 10.15 Nondiscrimination. Consultant covenants that,by and for itself,its heirs,executors, assigns,and all persons claiming under or through them,that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex,marital status, sexual orientation,national origin, or ancestry. 10.16 No Third Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.17 Nonliability of City Officers and Employees. No officer,official,employee,agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in 2671'031858-0001 7630421.2 a05!11;15 -1 J— interest,in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor,or for breach of any obligation of the teens of this Agreement. 10.18 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award,terms or implementation of this Agreement, including anymethod of coercion,confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant,in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. 10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one(1)year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. [Signatures on Following Page] 26711031858-0001 7630421.2 a05111115 -14- CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify that: (1) 1 am the duly elected and acting Secretary of Keyser Marston Associates, Inc, a California Corporation; and (2) That Paul C. Marra, a Vice President of Keyser Marston Associates, Inc. is authorized on behalf of the Corporation to sign the Professional Services Agreement dated June 20, 2017 entered into between the City of Menifee and Keyser Marston Associates, Inc.; and (3) Further, all corporate officers of Keyser Marston Associates, Inc. are authorized to enter into contracts and execute instruments in the name of the Corporation or on behalf of the Corporation, pursuant to the Corporation's Bylaws, adopted September 14, 1990. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of such corporation this 20th day of June, 2017. Diane M. Chambers, Secretary IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date. CITY;Vyw ENIFEE CONSULTANT � _ i�C�v2 �l)19 rt/71_00 Ronald Bradley, Interim City Manager Pa&C. Marra,Vice President r Marston Associates, Inc. Attest: Safi Manwaring, City Clerk [Note: 2 officer's signatures required if Consultant is a Corporation, unless provided with a Certificate of Secretary In-Lieu] A e as to Form fre . Melching, Cit Att rney 2 67 1/03 1 95 8.0001 7630421.2 a05111115 -15- CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify that: (1) I am the duly elected and acting Secretary of Keyser Marston Associates, Inc.a California Corporation; and (2) That Paul C. Marra, a Vice President of Keyser Marston Associates, Inc. is authorized on behalf of the Corporation to sign the Professional Services Agreement dated June 20, 2017 entered into between the City of Menifee and Keyser Marston Associates, Inc.; and (3) Further, all corporate officers of Keyser Marston Associates, Inc. are authorized to enter into contracts and execute instruments in the name of the Corporation or on behalf of the Corporation, pursuant to the Corporation's Bylaws, adopted September 14, 1990. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of such corporation this 20th day of June, 2017. Diane M. Chambers, Secretary EXHIBIT A SCOPE OF SERVICES I. Review the Developer's proposal and financial pro forma and identify missing data requirements and/or other need for clarification. 2. Prepare a summary pro forma model of the Developer's proposal itemizing development costs (directs,indirect,and financing),net operating income, and target return. 3. KNIA will conduct a comparative review with industry standards,and identify any differences in inputs/assumptions that might result in an alternative finding of financial feasibility or financing gap. 4. Evaluate the Developer's sales tax projection in terms of achievable amount and timing of revenues to the City. 5. Assuming that the KMA model concludes that the Project has a feasibility gap, KMA will determine whether the proposed sales tax sharing agreement is warranted. 6. Summarize our findings in a brief opinion letter. EXHIBIT A 2671 031858-0001 7630421.2 a05:11/15 PAGE I of 1 ACORD0 DATE(MM/DDIYYYY) CERTIFICATE OF LIABILITY INSURANCE F11/29/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: xalidee Calle as MOC Insurance Services IPA o E t (q15)957-0600 Arc No:(415)957-0577 License No. 0589960 ADDRIESS:hcallejas@mocins.com 44 Montgomery St., 17th Fl. INSURERS AFFORDING COVERAGE NAIC# San Francisco CA 94104 INSURER A.Massachusetts Bay Ins. Co. 22306 INSURED INSURER B:A11merica Financial Benefit Co. 41840 Keyser Marston Associates, Inc. INSURERC:Hanover Insurance Company 31534 INSURER D:Re ublic indemnity Company of 43753 160 Pacific Avenue, Suite 204 INSURERE:Evanston Insurance Company 35378 San Francisco CA 94111 INSURERF: COVERAGES CERTIFICATE NUMBER:2016-2017 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE POLICY NUMBER M /ODNYYY MMlDDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 A CLAIMS-MADE X❑OCCUR PREMISES Ea occurrence) S 500,000 X ZDFA49104902 12/1/2016 12/l/2017 MED EXP(Any one person) S 10,000 No Deductible Applies PERSONAL&ADV INJURY S 1,000,000 GENI AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 POLICY a JECT PRO- ❑LOC PRODUCTS-COMPIOPAGG S Included OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S 1,000,000 Ea accident B X ANY AUTO BODILYINJURY(Per person) S ALL OWNED SCHEDULED X AWFA49004902 12/l/2016 12/l/2017 BODILYINJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE S AUTOS Per accident X Comp S500 Coll$500 Uninsured Motorist combined S 1,000,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE Is 4,000,000 C EXCESS LIAB CLAIMS-MADE AGGREGATE Is 4,000,000 DED I X I RETENTIONS 0 X I JUHFA49117102 12/l/2016 1 12/1/2017 is WORKERS COMPENSATION X AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETORIPARTNER/EXECUTIVE ❑ NIA D (Mandatory inJ E.LFACHACCIDENT S 1,000,000 OFFICEtoryin NH)H)EXCLUDED? 3954622 12/l/2016 12/l/2017 E.L.DISEASE-EAEMPLOYE S 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 E Professional Liability E0865356 12/l/2016 12/l/2017 Each Wrongful Act $1,000,000 Retention $25,000 Retro Date: 11/11/1976 AGGREGATE LIMIT $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached If more space Is required) Reference: Sun City Core Retail Study. City of Menifee and its officers, employees, agents and authorized volunteers are named as additional insured as required by written contract. This insurance is primary and non-contributory. Waiver of Subrogation for the workers compensation has been requested and will be added via endorsement. 30 day notice of cancellation/10 day for non-payment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Menifee THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 29714 Haun Road ACCORDANCE WITH THE POLICY PROVISIONS. Menifee, CA 92586 AUTHORIZED REPRESENTATIVE Halidee Callejas/HCA ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) INSURANCE INDUSTRIE CHANGE; COMMMERCIAL GENERAL LIABILITY ADDITIONAL INSURED ENDORSEMENT Please be advised that the CG 20 10 10 01 Endorsement has been replaced with the CG 20 10 07 04 Additional Insured Endorsement. City of Menifee and its officers, employees, agents and authorized volunteers is/are named as Additional Insured(s) on the Commercial General Liability policy. Keyser Marston Associates, Inc. provides professional services to; City of Menifee and its officers, employees, agents and authorized volunteers therefore `completed operations' coverage would be addressed under the Professional. Liability policy shown as "Insurer D" on the attached Certificate of Insurance.. COMMERCIAL GENERAL LIABILITY ' CG 20 10 07 04 POLICY NUMBER: ZDFA49104902 Effective Date: 12/01/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Or anization s : Locations of Covered Operations City of Menifee and its officers, employees, agents and authorized volunteers It is understood and agreed that this insurance is primary and any other insurance maintained by the Additional Insured shall be excess only and not contributing with this insurance in regards to all operations as pertains to the named insured. Information required to complete this Schedule,if not shown above will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only sions apply: with respect to liability for"bodily injury", "property This insurance does not apply to"bodily "or 'property damage" damage" or "personal and advertising injury" occurring after: pp y injury" caused,in whole or in part, by: 1.All work,including materials,parts or equip-ment 1.Your acts or omissions;or furnished in connection with such work,on the 2. The acts or omissions of those acting on your project (other than service, maintenance or behalf; repairs)to be performed by or on behalf of the in the performance of your ongoing operations for additional insured(s) at the location of the the additional insured(s) at the location(s) desig- covered operations has been completed;or nated above. 2.That portion of"your work"out of which the injury or damage arises has been put to its in-tended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a princi-pal as a part of the same project. CG 20 10 07 04 0 ISO Properties, Inc.,2004 Page 1 of 1 ❑ FI I Keyser Marston Associates, Inc i I Policy No_ AWFA49004902 COMMERCIAL AUTO I CA00010306 I BUSNESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. SECTION I—COVERED AUTOS Read the entire policy carefully to determine rights, Item Two of the Declarations shows the "autos"that duties and what is and is not covered. are covered "autos" for each of your coverages.The Throughout this policy the words"you"and"your"refer following numerical symbols describe the"autos"that to the Named Insured shown in the Declarations. The may be covered"autos". The symbols entered next to words "we", "us"and"our"refer to the Company pro- a coverage on the Declarations designate the only viding this insurance. "autos"that are covered"autos". Other words and phrases that appear in quotation A. Description Of Covered Auto Designation marks have special meaning. Refer to Section V — Symbols Definitions. Symbol Description Of Covered Auto Designation Symbols 1 An "Auto" 2 Owned"Autos" Only those"autos"you own(and for Liability Coverage any"trailers"you don't own Only while attached to power units you own).This includes those"autos"you acquire ownership of after the policy begins. 3 Owned Private Only the private passenger"autos"you own.This includes those private passenger Passenger "autos"you acquire ownership of after the policy begins. "Autos"Only 4 Owned"Autos" Only those"autos"you own that are not of the private passenger type(and for Li- Other Than Pri- ability Coverage any"trailers"you don't own while attached to power units you vate Passenger own).This includes those"autos"not of the private passenger type you acquire "Autos"Only ownership of affer the policy begins. 5 Owned"Autos" Only those"autos"you own that are required to have No-Fault benefits in the state Subject To No- where they are licensed or principally garaged.This includes those"autos"you ac- Fault quire ownership of after the policy begins provided they are required to have No- Fault benefits in the state where they are licensed or principally garaged. 6 Owned"Autos" Only those"autos"you own that because of the law in the state where they are If- Subject To A censed or principally garaged are required to have and cannot reject Uninsured Compulsory Un- Motorists Coverage.This includes those"autos"you acquire ownership of after the insured Motor- policy begins provided they are subject to the same state uninsured motorists re- ists Law quirement. 7 Specifically De- Only those"autos"described in Item Three of the Declarations for which a pre- scribed"Autos" mium charge is shown(and for Liability Coverage any"trailers"you don't own while attached to any power unit described in Item Three). 8 Hired"Autos" Only those"autos"you lease,hire,rent or borrow.This does not include any"auto" Only you"lease, hire, rent, or borrow from any of your"employees",partners(if you are a partnership), members(if you are a limited'liability company)or members of their households. 9 Nonowned Only those"autos"you do not own,lease,hire,rent or borrow that are used in con- "Autos"Only nection with your business.This includes"autos"owned by your"employees",part- ners(if you are a partnership),members(if you are a limited liability company),or members of their households but only while used in your business or your personal affairs. I 1 I CA 00 0103 06 ©ISO Properties,Inc.,2005 Page 1 of 12 ❑ i� 19 Mobile Equip- Only those"autos"that are land vehicles and that would qualify under the definition ment Subject To of"mobile equipment"under this policy if they were not subject to a compulsory or Compulsory Or financial responsibility law or other motor vehicle insurance law where they are If- Financial Re- censed or principally garaged. sponsibility Or j Other Motor Ve- hicle Insurance Law Onl B. Owned Autos You Acquire After The Policy SECTION 11—LIABILITY COVERAGE Begins A. Coverage 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered We will pay all sums an"insured"legally must pay next to a coverage in Item Two of the Declara- as damages because of"bodily injury"or"property tions, then you have coverage for"autos" that damage" to which this insurance applies, caused you acquire of the Type described for the re- by an"accident"and resulting from the ownership, mainder of the policy period. maintenance or use of a covered"auto". 2. But, if Symbol 7 is entered next to a coverage We will also pay all sums an"insured"legally must in Item Two of the Declarations, an "auto"you pay as a "covered pollution cost or expense" to acquire will be a covered "auto"for that cover- which this insurance applies, caused by an "acci- age only if: dent" and resulting from the ownership, mainte- a. We already cover all "autos" that you own nance or use of covered"autos". However,we will for that coverage or it replaces an "auto" only pay for the "covered pollution cost or ex- you. previously owned that had that cover- pense" if there is either"bodily injury"or"property age;and damage" to which this insurance applies that is b. You tell us within 30 days after you acquire caused by the same"accident". it that you want us to cover it for that cover- We have the right and duty to defend any"insured" age. against a "suit' asking for such damages or a C. Certain Trailers,Mobile Equipment And "covered pollution cost or expense". However, we Temporary Substitute Autos have no duty to defend any "insured" against a If Liability Coverage is provided b this Coverage "suit"seeking damages for"bodily injury"or"prop- ; h/ g p Y 9 erty damage or a covered pollution cost or ex- Form, the following-types of vehicles are also cov- pense"to which this insurance does not apply.We ered 'autos for Liability Coverage: may investigate and settle any claim or"suit"as we 1. "Trailers"with a load capacity of 2,000 pounds consider appropriate. Our duty to defend or settle ' or less designed primarily for travel on public ends when the Liability Coverage Limit of Insur- roads. ance has been exhausted by payment of judg- 2. "Mobile..equipment' white being carried or ments or settlements. towed by a covered"auto". 1. Who Is An Insured 3. Any"auto" you do not own while used with the The following are"insureds": permission of its owner as a temporary substi- a. You for any covered"auto". tute for a covered"auto"you own that is out of b. Anyone else while using with your permis- . Bre akdown; because of its: sfon a covered "auto"you own, hire or bor- row except: b. Repair; (1) The owner or anyone else from whom c. Servicing; you hire or borrow a covered"auto".This d. "Loss';or exception does not apply if the covered auto is a trailer connected to a cov- e. Destruction. ered"auto"you own. i I Page 2 of 12 ©ISO Properties, Inc.,2005 CA 00 0103 06 El (2) Your"employee"if the covered "auto"is b. Out-Of-State Coverage Extensions owned by that"employee" or a member While a covered "auto" is away from the of his or her household. state where it is licensed we will: (3) Someone using a covered "auto"-while (1) increase the Limit of Insurance for Li- he-or she is working in a business of ability Coverage to meet the limits sped selling, servicing, repairing, parking or fled by a compulsory or financial re- storing "autos" unless that business is sponsibility law of the jurisdiction where yours. the covered "auto" is being used. This (4) Anyone other than your "employees", extension does not apply to the limit or partners (if you are a partnership), limits specified by any law governing members- (if you are a limited liability motor carriers of passengers or prop- company), or a lessee or borrower or erty. any of their "employees", while moving (2) Provide the minimum amounts and property to or from a covered"auto". types of other.coverages, such as no- (5) A partner(if you are a partnership), or a fault, required of out-of-state vehicles by member (if you are a limited liability the jurisdiction where the covered"auto" j company)for a covered"auto"owned by is being used. + him or her or a member of his or her We will not pay anyone more than once for I household. the same elements of loss because of c. Anyone liable for the conduct of an "in- these extensions. sured" described above but only to the ex B. Exclusions i tent of that liability. This insurance does not apply to any of the follow- 2. Coverage Extensions ing: a. Supplementary Payments 1. Expected Or intended Injury We will pay for the"insured": "Bodily injury" or "property damage" expected (1) All expenses we incur, or intended from the standpoint of the "in- ; (2) Up to $2,000 for cost of bail bonds (in- sured". cluding bonds for related traffic law vio- 2. Contractual lations) required because of an "acci- Liability assumed under any contract or agree- dent"we cover. We do not have to fur- ment. i Wish these bonds. But this exclusion does not apply to liability for (3) The cost of bonds to release attach- damages: ments in any"suit"against the"insured" g we defend, but only for bond amounts a.•Assumed in a contract or agreement that is within our Limit of insurance. an"insured contract"provided the"bodily in- jury" or "property damage" occurs subse- (4) All reasonable expenses incurred by the quent to the execution of the contract or "insured"at our request, including actual agreement;or loss of earnings•up to $250 a day be- cause of time off from work. b. That the "Insured" would have in the ab- sence of the contract or agreement. (5) All costs taxed against the "insured" in 3. Workers'Compensation any suit against the insured we de- P fend. Any obligation for which the "insured" or the {6) All interest on the full amount of any "Insured's"insurer may be held liable under any judgment that accrues after entry of the workers' compensation, disability benefits or judgment in any "suit" against the "in- unemployment compensation law or any similar sured"we defend, but our duty to pay in- law• terest ends when we have paid, offered 4. Employee Indemnification And Employer's to pay or deposited in court the part of Liability the judgment that is within our Limit of "Bodily injury"to: Insurance. a. An"employee"of the"insured"arising out of These payments will not reduce the Limit of and in the course of: Insurance. (1) Employment by the"insured";or CA 00 0103 06 ©ISO Prop c,Inc.,2005 Page 3 of 12 ❑ ' -1- i WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) 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 anyone not named in the Schedule. Schedule State Person or Organization Job Description California City Of Menifee Sun City Core Retail Study 29714 Haun Rd Menifee Ca 92586 The premium charge for this endorsement shall be 5%of the premium developed in conjunction with the work for which this waiver is provided, subject to a minimum premium of$100. This charge will be billed at the final audit. This endorsement changes the policy to which it is attached and Is effective on the date issued unless otherwise stated. Republic Indemnity Company of America Company Number 19739 Insured Keyser Marston Associates, Inc. Policy Number 39546-22 Endorsement Number 90 Endorsement Effective December 01,2016 Printed On December 05, 2016 Countersigned by WC 00 03 13 Insured Copy (Ed.04-84) 1983 National Council on Compensation Insurance.