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2011/08/30 Goldfarb Lipman, LLP FY11 Legal Services PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT for Professional Services ("Agreement") is made this day of August, 2011 ("Effective Date") by and between the CITY OF MENIFEE ("City") and Goldfarb Lipman, LLP., ("Consultant") (together sometimes referred to 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 Work, (Exhibit A) and incorporated herein. Consultant will perform subsequent Task Orders as requested by the Contract Administrator, in accordance with the Scope of Work. 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 the Effective Date and shall end as described in the Task unless the term of the 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 the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all 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 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 services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. 1.6 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed FIFTEEN THOUSAND DOLLARS ($15,000) notwithstanding any contrary indications that may be contained in Consultant's proposal, for 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 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 services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in Professional Services Agreement with Goldfarb Lipman-Fleming Ranch 2011 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. Consultant shall not begin work over the Not To Exceed Amount indicated in this Agreement without first obtaining a contract amendment. Work performed without prior authorization via an approved contract amendment will not be eligible for payment or reimbursement. 2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder necessary to complete the work described in Exhibit A; • Receipts for expenses to be reimbursed; • The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for 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. 2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all 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 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 entire Agreement, unless the Agreement is modified in writing prior to the submission of such an invoice. 2.6 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule identified as Exhibit B. 2 I � 1 2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of the contract. 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 the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs 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 the 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 the 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 the 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 the 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. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,0'00.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, 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 Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and authorized volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General Automobile Liability Insurance. 4.2.1 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 work contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work 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 activities contemplated under this Agreement, including the use of hired, owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 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. 4.3.1 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 work pursuaht 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 not exceed $150,000 per claim. 4.3.2 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 work. 4 b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. G. 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 date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. 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 work under this Agreement. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 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. 4.4.2 Verification of coverage. Prior to beginning any work 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: Fleming Ranch Development Agreement. 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. The City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Consultant. 4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement-shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled or materially changed by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified, mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 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 or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or 5 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. 4.4.5 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. 4.4.6 Variation. Contract Administrator may approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such igsurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies 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: • Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • 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 • Terminate this Agreement. Section 5. INDEMNIFICATION. Contr`Actor shall hold harmless, defend and indemnify the City of Menifee, its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees which actually or allegedly arise out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of the contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of the City of Menifee, its officers, officials, employees and volunteers. 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 Consultant's 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 6 accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, 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 nat 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 use e-verify to determine if the employees are legally entitled,to work in the United States and shall keep documentation available for review during the length of the contract with the City. 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, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term or 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 term 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. Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of term�nation; 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 the City in connection with this Agreement. 8.2 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. 7 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. 8.3 . Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 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 the proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant's employ, Consultant shall notify City immediately. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 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: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work 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 work. 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 shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the 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 the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final 8 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 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 services or expenditures and disbursements charged to the 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 the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 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, the 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), the 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 the City, for a period of three (3) years after final payment under the 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. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. 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 a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 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. 10.5 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. 10.6 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Jeff Wyman. 9 10.7 City Contract Administration. This Agreement shall be administered by a City Employee, Jeff Wyman ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his,or her designee. 10.8 Notices. Any written notice to Consultant shall be sent to: Thomas Webber Goldfarb Lipman, LLP 523 W. Sixth Street, Suite 1220 Los Angeles, CA 90014 Any written notice to City shall be sent to the Contract Administrator with a copy to: City Clerk City of Menifee 29714. Haun Road Menifee, CA 92586 10.9 Deleted. 10.10 Integration. This Agreement, including the scope of work 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. 10.11 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. The Parties have executed this Agreement as of the Effective Date. CITY-OF MENIFEE CONSULTANT: Goldfarb Lipman, LLC William A. Rawlings, City Manager Attest: J`&to� Kathy Bennett, City Clerk Approved as to Form: Karen A. Feld, City Attorney 10 EXHIBIT A SCOPE OF WORK Provide legal services to the City of Menifee ("City) relating to a Development Agreement for the Fleming Ranch Specific Plan, and related land use entitlements (The "Project). 11 EXHIBIT B FEE SCHEDULE 12 ATTORNEYS AND RATE SCHEDULE Partners $265-275 Associates $175-240 Senior Law Clerks $145 Law Clerks $130 Project Coordinators $130 990051\1\1021345.1 OP ID:TD AT CERTIFICATE OF LIABILITY INSURANCE D09/01D/YYYY) 09/01/11 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 415-884-7400 CONTACT NAME: Brown&Brown of N.CA 415.884-7470 PHNE A/C No Ext: A/C No CA License#OD04053 EMAIL 9 Commercial Blvd,Suite 100 PRODUCER Novato,CA 94949 CUSTOMER IDI:GOLDF-I Cathy I Cardas INSURERS AFFORDING COVERAGE NAIC# INSURED Goldfarb&Lipman LLP INSURER A:Travelers Property Casualty Co 25674 Susan Buechel INSURER B: 1300 Clay Street, 11th Floor INSURERC: Oakland,CA 94612-1425 INSURER D; INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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 TYPE OF INSURANCE ADDL SUBS POLICY EFF POLICY EXP LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED A X COMMERCIAL GENERAL LIABILITY X 6803502PO88 01/01/11 01/01/12 PREMISES Ea occurrence $ 300,000 CLAIMS-MADE OCCUR MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERALAGGREGATE $ 2,000,000 GE1 AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 X POLICY JFCT 1-1 PRO- LOC Emp Ben. $ 1 m/1 m AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 A ANY AUTO 6803502PO88 01/01/11 01/01/12 (Ea accident) BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY X HIRED AUTOS (Peraccident)DAMAGE $ X NON-OWNED AUTOS $ $ X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 CUP381 OP05A 01/01/11 01/01/12 DUCTIBLE $ Xf- DERETENTION $ $ WORKERS COMPENSATION X I WC STATU- I OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER A ANY PROPRIETOR/PARTNER/EXECUTIVE YINF-1 UB3787PO89 01/01111 01/01/12 E.L.EACH ACCIDENT $ 1,000,00 OFFICER/MEMBER EXCLUDED? N/A j (Mandatory In NH)If yea E.L.DISEASE-EA EMPLOYE $ 1,000,000 ,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 i DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) City of Menifee,its officers,employees,agents,volunteers are named Additional Insured per form CGD2470805 attached to the General Liability policy with respect to the operations of the named insured. CERTIFICATE HOLDER CANCELLATION MENIFEE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Menifee THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Jeff Wyman 29714 Haun Road AUTHORIZED REPRESENTATIVE Menifee,CA 92586 ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 26(2009/09) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY NUMBER:I-680-3502P088-TIL-11 ISSUE DATE:08-30-11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): CITY OF MENIFEE 29714 HAUN ROAD MENIFEE, CA 92586 PROJECT/LOCATION OF COVERED OPERATIONS: PROJECT: FLEMING RANCH DEVELOPMENT AGREE 1. WHO IS AN INSURED— (Section II) is amended b) The insurance provided to the additional in- to include the person or organization shown in the sured does not apply to "bodily injury", "prop- Schedule above, but: erty damage" or "personal injury" arising out a) Only with respect to liability for"bodily injury", of the rendering of, or failure to render, any "property damage"or"personal injury"; and professional architectural, engineering or sur- b) If, and only to the extent that, the injury or yin g services, including: damage is caused by acts or omissions of I. The preparing, approving, or failing to you or your subcontractor in the performance prepare or approve, maps, shop draw- of "your work" on or for the project, or at the ings, opinions, reports, surveys, field or- location, shown in the Schedule. The person ders or change orders, or the preparing, or organization does not qualify as an addi- approving, or failing to prepare or ap- tional insured with respect to the independent prove, drawings and specifications; and acts or omissions of such person or organiza- ii. Supervisory, inspection, architectural or tion. engineering activities. 2. The insurance provided to the additional insured c) The insurance provided to the additional in- by this endorsement is limited as follows: sured does not apply to "bodily injury" or a) In the event that the Limits of Insurance of "property damage" caused by "your work" this Coverage Part shown in the Declarations and included in the "products-completed op- exceed the limits of liability required by a erations hazard" unless a "written contract "written contract requiring insurance" for that requiring to providensuchncove ageflforllthatguires you additional additional insured, the insurance provided to insured, and then the insurance provided to the additional insured shall be limited to the the additional insured applies only to such limits of liability required by that "written con-tract requiring insurance". This endorsement "bodily injury" or "property damage" that oc- curs before the end of the period of time for shall not increase the limits of insurance de- which the "written contract requiring insur- ance"in Section III— Limits Of Insurance. requires you to provide such coverage CG D2 47 08 05 0 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY or the end of the policy period, whichever is I. Immediately record the specifics of the earlier. claim or"suit"and the date received; and 3. The insurance provided to the additional insured ii. Notify us as soon as practicable. by this endorsement is excess over any valid and The additional insured must see to it that we collectible 'other insurance", whether primary, receive written notice of the claim or"suit" as excess, contingent or on any other basis, that is soon as practicable. available to the additional insured for a loss we cover under this endorsement. However, if a c) The additional insured must immediately "written contract requiring insurance" for that ad- send us copies of all legal papers received in ditional insured specifically requires that this in- connection with the claim or "suit', cooperate surance apply on a primary basis or a primary with us in the investigation or settlement of and non-contributory basis, this insurance Is pri- the claim or defense against the "suit', and mary to 'other insurance" available to the addi- otherwise comply with all policy conditions. tional insured which covers that person or organi- d) The additional insured must tender the de- zation as a named insured for such loss, and we fense and indemnity of any claim or "suit' to will not share with that 'other insurance". But the any provider of'other insurance"which would insurance provided to the additional insured by cover the additional insured for a loss we this endorsement still is excess over any valid cover under this endorsement. However, this and collectible 'other insurance", whether pri- condition does not affect whether the insur- mary, excess, contingent or on any other basis, ance provided to the additional insured by that is available to the additional insured when this endorsement is primary to 'other insur- that person or organization is an additional in- ance" available to the additional insured sured under such 'other insurance". which covers that person or organization as a 4. As a condition of coverage provided to the named insured as described in paragraph 3. additional insured by this endorsement: above. a) The additional insured must give us written 5. The following definition is added to SECTION V. notice as soon as practicable of an 'occur- —DEFINITIONS: rence" or an offense which may result in a "Written contract requiring insurance" means claim. To the extent possible, such notice that part of any written contract or agreement should include: under which you are required to include a I. How, when and where the 'occurrence" person or organization as an additional in- or offense took place; sured on this Coverage Part, provided that Ill. The names and addresses of any injured the "bodily injury" and "property damage" oc- persons and witnesses; and curs and the "personal injury" is caused by an offense committed: iii. The nature and location of any injury or a. After the signing and execution of the damage arising out of the 'occurrence"or g g contractor agreement by you; offense. b) If a claim is made or"suit' is brought against b. While that part of the contract or the additional insured, the additional insured agreement is in effect; and must: c. Before the end of the policy period. Page 2 of 2 0 2005 The St. Paul Travelers Companies, Inc. CG D2 47 08 05 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions: A. CANCELLATION C. EXAMINATION OF YOUR BOOKS AND RE- 1. The first Named Insured shown in the Decla- CORDS rations may cancel this policy by mailing or We may examine and audit your books and re- delivering to us advance written notice of cords as they relate to this policy at any time dur- cancellation. ing the policy period and up to three years after- 2. We may cancel this policy or any Coverage ward. Part by mailing or delivering to the first D. INSPECTIONS AND SURVEYS Named Insured written notice of cancellation at least: 1. We have the right to: a. 10 days before the effective date of can- a. Make inspections and surveys at any � cellation if we'cancel for nonpayment of time; p premium;or b. Give you reports on the conditions we b. 30 days before the effective date of can- find; and cellation if we cancel for any other rea- c. Recommend changes. son. 2. We are not obligated to make any inspec- 3. We will mail or deliver our notice to the first tions, surveys, reports or recommendations Named Insured's last mailing address known and any such actions we do undertake relate C to us. only to insurability and the premiums to be .��,. 4. Notice of cancellation will state the effective charged. We do not make safety inspections.We do not undertake to perform the duty of date of cancellation. If the policy is cancelled, any person or organization to provide for the that date will become the end of the policy pe- health or safety of workers or the public. And n riod. If a Coverage Part is cancelled, that date we do not warrant that conditions: U� will become the end of the policy period as respects that Coverage Part only. a. Are safe or healthful; or q+ 5. If this policy or any Coverage Part is can- b. Comply with laws, regulations, codes or celled, we will send the first Named Insured standards. r� any premium refund due. If we cancel, the re- 3. Paragraphs 1. and 2. of this condition apply fund will be pro rata. If the first Named In- not only to us, but also to any rating, advisory, sured cancels, the refund may be less than rate service or similar organization which 4•� pro rata. The cancellation will be effective makes insurance inspections, surveys, re- even if we have not made or offered a refund. ports or recommendations. 6. If notice is mailed, proof of mailing will be suf- 4. Paragraph 2. of this condition does not apply ficient proof of notice. to any inspections, surveys, reports or rec- B. CHANGES ommendations we may make relative to certi- fication, under state or municipal statutes, or- This policy contains all the agreements between dinances or regulations, of boilers, pressure you and us concerning the insurance afforded. vessels or elevators. © The first Named Insured shown in the Declara- tions is authorized to make changes in the terms E. PREMIUMS of this policy with our consent. This policy's terms 1. The first Named Insured shown in the Decla- can be amended or waived only by endorsement rations: issued by us as part of this policy. a. Is responsible for the payment of all pre- miums; and b. Will be the payee for any return premi- ums we pay. IL T3 15 09 07 (Rev.03-11) Includes the copyrighted material of Insurance Services Office,Inc.with its permission. Page 1 of 2 2. We compute all premiums for this policy in 3. Standard Property forms including, but not accordance with our rules, rates, rating plans, limited to, the following: premiums and minimum premiums. The pre- a. Building and Personal Property Coverage mium shown in the Declarations was com- Form; puted based on rates and rules in effect at the time the policy was issued. On each re- b. Business Income Coverage Form; newal, continuation or anniversary of the ef- c. Commercial Property Conditions; fective date of this policy, we will compute the d. Condominium Association Coverage premium in accordance with our rates and Form; rules then in effect. F. TRANSFER OF YOUR RIGHTS AND DUTIES e. Condominium Commercial Unit-Owners UNDER THIS POLICY Coverage Form; pYour rights and duties under this policy may not f. Causes of Loss Basic Form; y be transferred without our written consent except g. Causes of Loss Special Form; and in the case of death of an individual named in- h. Causes of Loss Earthquake Form. in- sured. Endorsements referencing the Commercial If you die, your rights and duties will be trans- Property Coverage Part or the Standard a ferred to your legal representative but only while Property Forms referenced above apply to acting within the scope of duties as your legal the Businessowners Property Coverage Spe- representative. Until your legal representative is cial Form in the same manner as they apply appointed, anyone having proper temporary cus- tody of your property will have your rights and duties but only with respect to that property. Endorsements referencing the Commercial General Liability Coverage Part apply to the p G. BUSINESSOWNERS COVERAGE PART — Commercial General Liability Coverage Form REFERENCES TO FORMS AND ENDORSE- (included in the Businessowners Coverage • MENTS Part) in the same manner as they apply to the In some instances, the Common Policy Declara- form they reference. tions may list endorsements included in the Busi- H. INSURANCE UNDER TWO OR MORE COVER- �' nessowners Coverage Part that reference: AGE PARTS 1. The Commercial Property Coverage Part; If two or more of this policy's Coverage Parts ap- 2. The Commercial General Liability or Liquor ply to the same loss or damage, we will not pay Liability Coverage Part; or more than the actual amount of the loss or dam- age. This policy consists of the Common Policy Declarations and the Coverage Parts and endorsements listed in that declarations form. • In return for payment of the premium, we agree with the Named Insured to provide the insurance afforded by a *L Coverage Part forming part of this policy. That insurance will be provided by the company indicated as insuring company in the Common Policy Declarations by the abbreviation of its name opposite that Coverage Part. One of the companies listed below (each a stock company) has executed this policy, and this policy is counter- signed by the officers listed below: '. 4 The Travelers Indemnity Company(IND) t` The Phoenix Insurance Company (PHX) © The Charter Oak Fire Insurance Company(COF) A Travelers Property Casualty Company of America(TIL) The Travelers Indemnity Company of Connecticut(TCT) The Travelers Indemnity Company of America (TIA) Travelers Casualty Insurance Company of America (ACJ) 4) 0 Secretary President Page 2 of 2 Includes the copyrighted material of Insurance Services Office,Inc.with its permission. IL T3 16 09 07 (Rev.03-11) Client#: 3235 GOLDFLIPM ACORUM CERTIFICATE OF LIABILITY INSURANCE 0DATE 8/10/8110/MIDD/YYYY) 11 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey,Renton&Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O.Box 12675 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR Oakland,CA 94604-2675 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 510 465-3090 INSURERS AFFORDING COVERAGE NAIC# INSURED Goldfarb&Lipman LLP INSURER A: Navigators Insurance Co. . INSURER B: 1300 Clay Street,IIth Floor INSURER C: City Center Plaza INSURER D: Oakland,CA 94612 INSURER E: COVERAGES 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR D' POLICY EFFECTIVE POLICY EXPIRATION LTR INSR TYPE OF INSURANCE POLICY NUMBER DATE MM DD DATE MMIDD LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERA__IASILITY - DAMAGE TO RENTEDPREMISES(Fa nnru�ence) $ CLAIMS MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ ML AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY jE O-- LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $ ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-E4 ACCIDENT $ ANY AUTO EA ACC $ OTHER THAN AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ C�STATU�� OTH- WORKERS COMPENSATION AND WC STATU- OTH- FIR EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT I$ OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ A OTHER Professional PHBIIBBP003627NV 0�/11/2011 04/11/2012 $3,000,000 Each Claim Liability Cov. $3,000,000 Aggregate Claims Made $50,000 Deductible DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION Ten Day Notice for Non-Payment of Pre 'im SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Menifee DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL _g0_ DAYS WRITTEN Attn:Jeff Wyman NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 29714 Haun Road IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Menifee,CA 92586 REPRESENTATIVES. AUT O�RIIZZEEDD REPRESENTATIVE ACORD 25(2001/08)1 of 1 #M156010 PAM 0 ACORD CORPORATION 1988