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2020/07/01 Lew Edwards Group FY20 Provide voting informational services DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 MENIFEE CITY OF MENIFEE Agreement/contract coversheet DATE: July 21, 2020 DS AGV TO: Armando G.Villa,City Manager CC: Department Date I r itiA Gina Gonzalez, Economic Dev. Director /28/2020 60 Wendy Preece, Deputy Finance Director 7/29/2020 Rochelle Clayton, Deputy City Manager /14/2020 S Jeffrey T. Melching, City Attorney 8/14/2020 Sarah A. Manwaring, City Clerk 9/17/2020 Agreement Routed to City Attorney:7/21/2020(Via email,attached) Insurance Requirements: ®General Liability (Expiration Date:2/6/2021) (Attached) ®Automobile Liability (Expiration Date:9/1/2020) ®Worker's Compensation (Expiration Date:9/21/2020) ® Other-Error �missions(Expiration Date:9/30/2020) FROM: Kayla Charters, Management AnalystLL- fv DS Margarita Cornejo, Financial Services ger SUBJECT: Professional Services Agreement between the City of Menifee The Lew Edwards Group for Community Assessment Project IS THE AGREEMENT/CONTRACT WITHIN THE CITY MANAGER'S SIGNATURE AUTHORITY? ®Yes—❑ Purchase of Commodities under$50,000 ® Professional Services under$25,000 ❑ Change Order under$25,000 or less than 10%of original contract(supplies, equipment,services or construction contracts) ❑ Public Works Contract for$45,000 or less ❑ No—City Council authorized City Manager to sign (Council action attached) WHY IS THIS AGREEMENT/CONTRACT NEEDED? The agreement between the City of Menifee and The Lew Edwards Group provides for the Community Assessment of all recent City issues/media coverage in the public arena.Upon completion of such audit/review the consultant shall provide strategic communications and policy recommendations.Such services help the City maintain/enhance its communication outreach with public to ensure the community is informed and updated on key issues affecting the City. WHAT IS THE TOTAL LENGTH OF THE AGREEMENT/CONTRACT? The term of the agreement will cover the period of March 1,2020 through June 30, 2020 WHAT IS THE TOTAL DOLLAR AMOUNT OF THE AGREEMENT/CONTRACT? $24,000(Not-to-Exceed Amount) HOW WAS THE VENDOR/CONSULTANT/CONTRACTOR DECIDED ON? Staff has worked with this consultant in the past.The Consultant is familiarized with the Menifee community and staff has been satisfied with the overall performance and delivery of service provided by the consultant. *Please attached a second page for additional information to support this agreement. DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 Supplies/Equipment/Maintenance/Construction Prior Contract/Experience with the City ❑ $5,000-$49,000—Three Written Quotes ® Yes ❑ Over$50,000—Competitive Bidding and Formal Proposals Public Works Projects Professional Services ❑ Under$45,000—Purchase Order,Contract(Prudent Judgement) ® Under$25,000—City Manager ❑ $45,000-$174,999—Informal Bidding Process ❑ over$25,000—City Council Approval ❑ Over$175,000—Formal Bidding Required WHERE ARE THE FUNDS COMING FROM? Funding is coming from the approved FY 2020/21 Economic Development Budget (Professional Services) WHAT GENERAL LEDGER ACCOUNT NUMBER SHOULD BE USED FOR THE PURCHASE ORDER? 100-4350-52800 IS THERE SUFFICIENT BUDGET? WHAT IS THE AVAILABLE BUDGET? Yes, as of 7/21/2020 Account#100-4350-52800(Professional Services) has a balance of$453,797(see attached Eden Report) ATTACHMENTS - CONTRACT/AMENDMENT - CERTIFICATES OF INSURANCE - EMAIL TO CITY ATTORNEY FOR REVIEW/APPROVAL - EXPENDITURE STATUS REPORT (AVAILABILITY OF FUNDS) 2 DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 CITY OF MENIFEE PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT("Agreement") is made and effective this 17t[iay of septern@ar20 ("Effective Date") by and between the CITY OF MENIFEE, a California municipal corporation,("City")and THE LEW EDWARDS GROUP,("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 terms 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 July 191, 2020 and shall end on December 31", 2020 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 terminate 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. 267!IQ3153130001 7630421 A A05/22M DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 SECTION 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed TWENTY FOUR THOUSAND DOLLARS AND ZERO CENTS ($24,000.00) 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. A brief description of the Services; e. The Consultant Representative's signature. Invoices shall be submitted to: City of Menifee Attn: Accounts Payable 29844 Haun Road Menifee, CA 92586 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for the Services satisfactorily performed. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last five percent(S%) 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. 2671/031 B5MOO t 7630421.2 A05122/20 -2- DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 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 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes. 2.6 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 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 ($1,000,000.00) 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- 267 E/031858-0001 7630421.2 A05/22/20 - - DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 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 TWO MILLION DOLLARS ($2,000,000.00)general aggregate and ONE MILLION DOLLARS ($1,000,000) per occurrence for general liability, bodily injury, personal injury and property damage. Automobile liability "claims made" coverage shall be maintained in an amount not less than ONE MILLION DOLLARS ($1,000,000) per accident for bodily injury and property damage. 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. b. Additional requirements. 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. 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 Liability 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. 2671103185MOO l 7630421.2 A05 22/10 -4. DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 b. Insurance must be maintained and evidence of insurance must be provided through December 31, 2020. 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 five (5) 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 coves e. 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 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: Public Information Outreach. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29714 Haun 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; primpg insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this 2671103I UM001 7030421.2 A05/22/20 -S- DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 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 or termination of this Agreement or completion of the Services. 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 ofthem. f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish 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 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. 1n 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 other remedies 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. 26711031858-0001 7630421 2 A05J220-0 -6- DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 SECTION 5. INDEMNIFICATION. 5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, 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 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. SECTION 6. STATUS OF CONSULTANT. 6.1 Indc Indent 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,rule, regulation,law,or ordinance to the contrary,Consultant and any 2671/031859-0001 7630421.2 A05122r2o -7- DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 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, damage, 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 parry performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor Iaws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii)the implementation of Section 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 parry 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 performance 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 267 Ll03185M001 700421.2 A05/22/20 -g- DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. SECTION 8. TERMINATION AND MODIFICATION. 8.1 Termination. Either party may cancel this Agreement at any time and without cause upon written notification to the other. 8.2 Consequences of Termination. In the event of termination, Consultant shall be entitled to compensation for the Services performed up to the date of termination; 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. 8.3 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. 8.4 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.5 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. 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 leave Consultant's employ, Consultant shall notify City immediately. 8.6 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. 8.7 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 2671l031858.000 t 7630421.2 A05122120 -9- DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 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 Final Work Product 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 shall be the property of City. Consultant hereby agrees to deliver those Final Work Product documents to City upon the expiration or termination of this Agreement. Consultant's drafts and work notes are specifically excluded from this Section as well as Section 8.2. 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, 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 time, 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. 2671/031858-0001 7630421.2 A0922/20 -1 Q- DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 9.4 Inspection and Audit of Records. Any records or documents that Section 9.3 of this Agreement requires Consultant to maintain shalI 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 ($10,000.00), 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. 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 term 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 Catherine Lew ("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 Consultant's 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. 2671l031858-0001 7630421,2 A05/22/20 -11- DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 10.8 Cijy 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 his 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 his designee. 10.9 Notices. Any written notice to Consultant shall be sent to: The Lew Edwards Group 5454 Broadway Oakland, CA 94618 Attn: Catherine V. Lew Any written notice to City shall be sent to the Contract Administrator at: City of Menifee 29844 Haun Road Menifee, CA 92586 Attn: Gina Gonzalez with a copy to: City Clerk City of Menifee 29844 Haun Road Menifee, CA 92586 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 267 vo31 sss-0ao 1 7630421.2 A05122120 -12- DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 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. 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 Pa 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 Nonliabilily 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 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 terms 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 any method 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] IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date. 2671103165"001 7630421.2 A05n2/20 - 3- DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 ,CIT.XSQfbNENIFEE C Arn-ian o . ilia, City Manager at crime V. Lew, President d t%igned by: Lloyd A. Edwards, Secretary-Treasurer Sara A. ariwaring. City Clerk [Note: 2 officer's signatures required if yg� ,�s to Form: Consultant is a corporation, unless provided �► '� �� Qb with a certificate of secretary in-lieu] Je rey. etching, City Attorney 2671�ea3185S-0001 76304212 A05122120 -14- DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 EXHIBIT A SCOPE OF SERVICES Consultant shall provide comprehensive community assessment services in the not to exceed amount of TWENTY FOUR THOUSAND DOLLARS AND ZERO CENTS ($24,000.00) as further detailed in the following pages. 2671/031859-0001 EXHIBIT A 7630421.2 aO6/23120 DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 Exhibit A EXHIBIT A -- SCOPE OF SERVICES The Lew Edwards Group (LEG)will perform the fol€owing services for the City of Menifee in an amount Not to Exceed Twenty-Four Thousand Dollars($24,000)from July 1 through October 31, 2020. Provide Voting informational Services • Draft text copy updating the public on new voting procedures and other municipal election information Develop text copy for Frequently Asked Questions, factual presentational materials or handouts, web)social media/digital copy • Confer with City staff on Rapid Response needs The parties expressly acknowledge and agree that legal services or advice are not within Consultant's scope of services. 2671 r031858-0001 7630421.2 a0612-Mg -�- DocuSign Envelope ID:61DE94AO-66AF-4C7A-A7EE-614EC6522630 _--mall LEWEDWA-01 _ GHODPE 144C4C> " CERTIFICATE OF LIABILITY INSURANCE DATE DnvvY) �� 315/2/5/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). _ PRODUCER License#OK07568 NAMEACT Gail Hodges Cum3110 E. tAastanco Services,LLC PHONE Ext):(707)992-3743 FAX No:(909)484-2491 3110 E.Guasti Road f Mq�l. Suite 500 I. -D%$g_hodgesg aacumbrelns.com Ontario,CA 91761 INSURER(p)AFFORDING COVERAGE NAIC# - INSURER A:Underwriters at Lloyd's,London Illinois 15792 INSURED INSURER B:Ohio Security Insurance Company 24082 Lew Edwards Group INSURER C:Republic Indemnity Company_of America 22179 2301 Mastlands Drive INSURERD_:Lloyd'S Oakland,CA 94611 1NSUL4ER E: INSURER F: COVERAGES _ _ CERTIFICATE_NUMBER., REVI51_0N 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 TYPE OF INSURANCE ADL L SlI8R POLICY NUMBER POLICY EFF POLICY EXP 11!$R WVI7_ /MMiDDIYYYY) (MM�Df]IvvvY) LIMITS A X COMMERCIAL GENERAL LIABILITY I EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR LBW650089 216/2020 216/2021 DAMAGE TO RENTED 100,000 X PREMISES(Ea occurrence) . $ MED EXP(Any one person) 5,000 PERSONAL&ADV INJURY _L Excluded GEN'L.AGGREGATE LIMIT APPLIES PER: . GENERAL AGGREGATE _$ 2,000,000 X POLICY I j T El LOG PROAUCTS=COMPJOPAGG $ Excluded OTHER: - _.� B AUTOMOBILE LIABILITY COMB I N ED MBINED SII� NGLE LIMIT 1,000,000 X ANYAUTO X BAS57306007 1111201/ 9/1/2020 BODILY INJURY(Perperson OWNED SCHEDULED _ AUTOS ONLY fff AUUTOppSyyyy pp .BODILY INJURY_(Per acrid _ �. AUTOS ONLY AUOSaNY ZO�RdT.Y!AAEAGE II$ UMBRELLA LIAB II OCCUR EACH OCCURRENCE I$ EXCESS LIAB _ CLAIMS-MADE AGGREGATE $ DED RETENTION$ I$ C WORKERS COMPENSATION X PE:R CITH- AND EMPLOYERS'LIABILITY STATUTE. ..ER. ANY PROPRIETOR/PARTNER/EXECUTIVE YIN X 16644915 9121/2019 9121/2020 1,000,000 E EMBER EXCLUDED? NIA E.L.EACH ACCIDENT_ ._$ la ntury in NH) I E.L.DISEASE-EA EMPLOYEE $ 1'000'000 If yyes describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Errors&Omissions W16B2B190601 9/30/2019 913072020 Per Claim 2,000,000 D 'Claims Made W16B2B190601 9130,2019 9/30/2020 ,Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHiCLBS ACORD 101.Addkional Remarks Schedule,maybr attached If more ap acu is re ulrod CITY OF MENI FEE,ITS OFFICERS, EMPLOYEES,AGENTS AND AUTHORIZED VOLUNTEERS ARE HERESY N�iME6 AS ADDITIONAL INSURED'S WITH RESPECTS TO LIABUTY ARISING FROM THE NAMED INSURED'S OPERATIONS PER BW 000 859 08/2012.COVERAGE IS PRIMARY AND NON-CONTRIBUTORY PER BWO01 397 10 04.AUTOMOBILE ADDITIONAL INSURED,PRIMARY&NON CONTRIBUTORY PER AC 85 43 06 18. WORKER'S COMPENSATION WAIVER OF SUBROGATION PER WC 00 03 13 04-84.PROFESSIOAL LIABILITY RETRO-ACTIVE DATE 9/30/2009.PROFESSIONAL LIABILITY 'RETENTION$5,000 CERTIFICATE HOLDER CANCELLATION 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Menifee ACCORDANCE WITH THE POLICY PROVISIONS. Margarita Cornejo -Financial Services Manager 29714 Haun Road Menifee,CA 92586 AUTHORIZED REPRESENTATIVE CX �Jadc�,- ACORD 25(2016/03) 01988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:61DE94A0-66AF-4C7A-A7EE-614EC6522630 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 FORM SCHEDULE Name of Additional Insured Person(s)Or Organization(s): Location(s)of Covered Operations ANY PERSON OR ORGANIZATION AS LOCATIONS AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH CONTRACT THE INSURED A. SECTION II-WHO IS AN INSURED is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations for the additional insured(s)at the location(s) designated above. A person's or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or"property damage" for which the"additional insured(s)"are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or"property damage"occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work,on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or 1 (2) That portion of"your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or"property damage" directly caused by or resulting from the negligence of the"additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: LBW650089 Named Insured: LEW EDWARDS GROUP Endorsement Effective dater 02/06/2020 BW 000 859 Included copyrighted material of ISO Properties,INC. Page 1 of 1 08/2012 with Its perm fission DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 ENDORSEMENT 1 This Endorsement Changes the Policy - Please Read it Carefully PRIMARYAND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV-Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4. Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit"arising out of the Named Insured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excess and non-contributory. The Third Party to whom this endorsement applies is: Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number:' LBW650089 Named Insured: LEW EDWARDS GROUP Endorsement Effective Date: 02/06/2020 Endorsement Serial No. BW 001 397 1004 Includes copyrighted material of Insurance Services Office, Inc.with its permission Copyright, Insurance Services Office, Inc. 1994 DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 COMMERCIAL GENERAL LIABILITY CG 24 04 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHER TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED TO WAIVE RIGHTS OF RECOVERY, PROVIDED SUCH AGREEMENT IS MADE IN WRITING AND PRIOR TO THE LOSS (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement). The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV - COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we many have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or"your work"done under a contract with that person or organization and included int he"products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above, CG 24 04 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 COMMERCIAL AUTO AC 85 43 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGEINDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 12 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 20 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 14 BODILY INJURY REDEFINED 24 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 2 EXTRA EXPENSE- BROADENED COVERAGE 10 GLASS REPAIR-WAIVER OF DEDUCTIBLE 16 HIRED AUTO COVERAGE TERRITORY 22 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 6 LOAN / LEASE GAP (Coverage Not Available In New York) 15 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 1 PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) 17 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 13 PRIMARY AND NON-CONTRIBUTORY -WRITTEN CONTRACT OR WRITTEN AGREEMENT 23 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 18 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 19 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 21 SECTION II -LIABILITY COVERAGE is amended as follows: 1. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.I. Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. © 2018 Liberty Mutual Insurance AC 85 43 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. Page 1 of 7 DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, Paragraph A.I. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance. 4. SUPPLEMENTARY PAYMENTS SECTION 11 - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. S. AMENDED FELLOW EMPLOYEE EXCLUSION ° In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II - LIABILITY, Exclusion B.S. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss", This coverage is excess over any other collectible insurance. SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": © 2018 Liberty Mutual Insurance AC 85 43 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 7 DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used In the conduct of your business, subject to the following limit and deductible: a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 7. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing , is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For"light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks", we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500. 9. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage,is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or"loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lesser vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. © 2018 Liberty Mutual Insurance AC 85 43 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. Page 3 of 7 DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension, f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11.B. 10. EXTRA EXPENSE -BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of „ o returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000, 0 11. PERSONAL EFFECTS COVERAGE A. SECTION III -PHYSICAL DAMAGE COVERAGE,A.Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you .own and that g "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto," The insurance provided under this provision is excess over any other collectible Insurance. B. SECTION V-DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III -PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 13. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 14. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives cr transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed In the covered "auto'; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. © 2018 Liberty Mutual Insurance AC 85 43 06 18 Includes copyrighted material of Insurance Services Office,Inc„with Its permission. Page 4 of 7 DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 15. LOAN I LEASE GAP COVERAGE(Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident' is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the 'loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the 'loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a"Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; I. Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the 'loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the 'loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the 'loss". C. SECTION V-DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a 'loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are Insufficient to repay the balance over the - term of the loan, thereby requiring a large final payment. 16. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 17. PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to 'loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an 'insured"; b. Legally parked; and c. Unoccupied. 201 B Liberty Mutual Insurance AC 85 43 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 7 DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 18. TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible : a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group, SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS , Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 20. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insured's" name and address; and (c) The names and addresses of any injured persons and witnesses. 21. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.S. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 22. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph B.7. Policy Period, Coverage Territory , Is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a"suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 0 2018 Liberty Mutual Insurance AC 85 43 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 7 DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 23. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV -BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "Insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V-DEFINITIONS is amended as follows: 24. BODILY INJURY REDEFINED Under SECTION V -DEFINITIONS , Definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. s 0 2018 Liberty Mutual Insurance AC 85 43 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. Page 7 of 7 DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 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 All California operations 29714 Haun Road performed by the Named Insured Menifee, CA 92586 on behalf of the Certificate Holder 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 otherw1se stated. Republic Indemnity Company of America Company Number 19739 Insured Lew Edwards Group Policy Number 166449-15 Endorsement Number Endorsement Effective September 21,2019 Printed On September 09,2019 Countersigned by WC 00 03 13 (Ed. 04-84) 0 18H3 National councll on compensation Insurance. DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 From: Margarita Corneio To: Paula Muratore Subject: FW:Agreement Review Request: Lew Edwards Group(Community Assessment Review) Date: Tuesday,July 21,2020 11:00:08 AM Attachments: imaae008.ona From: Melching,Jeffrey<jmelching@rutan.com> Sent:Tuesday,July 21, 2020 10:58 AM To: Margarita Cornejo <mcornejo@cityof men ifee.us> Subject: RE: Agreement Review Request: Lew Edwards Group (Community Assessment Review) CAUTION: This email originated from outside of the organization. Do not click on any links or open attachments unless your recognize the sender and know the content is safe. Margarita: This is good to circulate. From: Margarita Cornejo <mcorneio(@cityofinenifee.us> Sent:Tuesday,July 21, 2020 9:39 AM To: Melching,Jeffrey<jmelching(@rutan.com> Subject:Agreement Review Request: Lew Edwards Group (Community Assessment Review) Good Morning Jeff, Attached for your review is the proposed Professional Services Agreement with The Lew Edwards Group for a Community Assessment Review. This agreement request is from the City's Economic Development Department Can you please review and advise if this is ok to start routing for signatures or will require any changes? Thank you again! Margarita Cornejo Financial Services Manager Finance Department City of Menifee 29844 Haun Road Menifee, CA 92586 (*Please note our new location!) DocuSign Envelope ID:61 DE94A0-66AF-4C7A-A7EE-614EC6522630 expstat.rpt Expenditure Status Report Page: 1 07/21/2020 3:50PM Periods: 0 through 14 City of Menifee 7/1/2020 through 6/30/2021 100 General Fund Adjusted Year-to-date Year-to-date Prct Account Number Appropriation Expenditures Expenditures Encumbrances Balance Used 100-4350 Economic Development 100-4350-52800 Professional Services 453,797.00 0.00 0.00 0.00 453,797.00 0.00 Total General Fund 453,797.00 0.00 0.00 0.00 453,797.00 0.00 Grand Total 453,797.00 0.00 0.00 0.00 453,797.00 0.00 Page: 1