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HomeMy WebLinkAboutCO 2025-002 - Collette Travel Services Inc ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 1 Last Revised: 10/02/13 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this February day of 25, 2025, by and between the City of Rancho Cucamonga, a municipal corporation (“City”) and Collette Travel Service, Inc., a Travel Company (“Consultant”). RECITALS A. City has heretofore issued its request for proposals to perform the following professional services: Provide multi day trips for the City of Rancho Cucamonga Community Services Department (“the Project”). B. Consultant has submitted a proposal to perform the professional services described in Recital “A”, above, necessary to complete the Project. C. City desires to engage Consultant to complete the Project in the manner set forth and more fully described herein. D. Consultant represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1. Consultant’s Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Consultant to perform all technical and professional services described in Recitals “A” and “B” above, including, but not limited to four (4) tours, two (2) domestic and two (2) international, all as more fully set forth in the Consultant’s proposal, dated N/A and entitled “Scope of Work”, attached hereto as Exhibit “A”, and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Consultant are set forth in the Scope of Work and are referred to herein as “the Services.” In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control. 1.2 Revisions to Scope of Work. Upon request of the City, the Consultant will promptly meet with City staff to discuss any revisions to the Project desired by the City. Consultant agrees that the Scope of Work may be amended based Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 2 Last Revised: 10/02/13 upon said meetings, and, by amendment to this Agreement, the parties may agree on a revision or revisions to Consultant’s compensation based thereon. A revision pursuant to this Section that does not increase the total cost payable to Consultant by more than ten percent (10%) of the total compensation specified in Section 3, may be approved in writing by City’s City Manager without amendment. 1.3 Time for Performance. Consultant shall perform all services under this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work, or as set forth in a “Schedule of Performance”, if such Schedule is attached hereto as Exhibit “N/A”. 1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the City Representative. 2. Term of Agreement. The term of this Agreement shall be 2 year(s) and shall become effective as of the date of the mutual execution by way of both parties signature (the “Effective Date”). No work shall be conducted; service or goods will not be provided until this Agreement has been executed and requirements have been fulfilled. Parties to this Agreement shall have the option to renew in 1 year(s) increments to a total of 3 years, unless sooner terminated as provided in Section 14 herein. Options to renew are contingent upon the City Manager’s approval, subject to pricing review, and in accordance to all Terms and Conditions stated herein unless otherwise provided in writing by the City. 3. Compensation. 3.1 Compensation. City shall compensate Consultant as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Consultant Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 3 Last Revised: 10/02/13 shall not exceed $0 (ZERO), including all out of pocket expenses, unless additional compensation is approved by the City Manager or City Council. City shall not withhold any federal, state or other taxes, or other deductions. However, City shall withhold not more than ten percent (10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Consultant be entitled to compensation for services not yet satisfactorily performed. The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall compensate Consultant for any authorized extra services as set forth in Exhibit A. 4. Method of Payment. 4.1 Invoices. Consultant shall submit to City monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California. 4.2 City shall review such invoices and notify Consultant in writing within ten (10) business days of any disputed amounts. 4.3 City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in Section 3. 4.4 All records, invoices, time cards, cost control sheets and other records maintained by Consultant relating to services hereunder shall be available for review and audit by the City. 5. Representatives. 5.1 City Representative. For the purposes of this Agreement, the contract administrator and City’s representative shall be Community Services Director, Jennifer Gracia, or such other person as designated in writing by the City (“City Representative”). It shall be Consultant’s responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Consultant shall refer any decisions that must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. 5.2 Consultant Representative. For the purposes of this Agreement, Collette Travel Service, Inc. Representative is hereby designated as the principal and representative of Consultant authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith (“Consultant’s Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 4 Last Revised: 10/02/13 Representative”). It is expressly understood that the experience, knowledge, capability and reputation of the Consultant’s Representative were a substantial inducement for City to enter into this Agreement. Therefore, the Consultant’s Representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Consultant may not change the Responsible Principal without the prior written approval of City. 6. Consultant’s Personnel. 6.1 All Services shall be performed by Consultant or under Consultant’s direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City’s Municipal Code. 6.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Consultant shall be responsible for payment of all employees’ and subcontractors’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 6.4 Consultant shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant’s violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. 6.5 Consultant shall provide the City notice if any of its employees or its subcontractors and/or subcontractors’ employees that are proposed to provide Services on any Projects are retirees from or current members of the California Public Employees’ Retirement System (CalPERS). It is City Practice to decline the services of employees of Contractors who are CalPERS retirees or current members of CalPERS on any Project. In addition, Consultant’s employees or subcontractors’ employees providing Services on any Project shall work no more than 960 total hours in a fiscal year (July 1-June 30) combined for the City and other CalPERS agencies. Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 5 Last Revised: 10/02/13 6.6 In the event that Consultant or any employee, agent, or subcontractor of Consultant or the subcontractor’s employee, providing services under this Contract, is determined by a court of competent jurisdiction or staff of CalPERS, an Administrative Law Judge or the CalPERS Board of Administration to be eligible for enrollment as a member in CalPERS as an employee of the City, or by any other state or federal agency to be an employee of the City under any circumstances, Consultant shall indemnify, defend, and hold harmless the City for the payment of any employee and/or employer contributions demanded by CalPERS, payment of any penalties and interest on such contributions, as well as payment of any damages, wages, assessments, awards, judgments or charges incurred in relation thereto, whether awarded by a court, Administrative law Judge or CalPERS any other state or federal agency, and payment of reasonable attorneys’ fees incurred by the City in relation thereto. 6.7 Consultant agrees to follow the provisions of the Affordable Care Act and shall indemnify, defend, and hold harmless the City for the payment of any Affordable Care Act penalties, fines, damages, assessments, awards, judgments or charges that the City may incur as a result of Consultant or any employee, agent, subcontractor of Consultant or subcontractor’s employee providing services under this Contract and payment of reasonable attorneys’ fees incurred by the City in relation thereto. 6.8 Consultant agrees to follow the provisions of the California Paid Sick Leave Law (AB 1522) and shall indemnify, defend, and hold harmless the City for the payment of any related penalties, fines, damages, assessments, awards, judgments or charges that the City may incur as a result of Consultant or any employee, agent, or subcontractor of Consultant or subcontractor’s employee providing services under this Contract and payment of reasonable attorneys’ fees incurred by the City in relation thereto. 6.9 Consultant agrees to follow all applicable provisions of federal, state and local law, statute and regulation in performance of this Contract as it relates to employment of employees or otherwise, including but not limited to, the Federal Fair Labor Standards Act and proper withholding of taxes, and shall indemnify, defend and hold harmless the City for the payment of penalties, fines, damages, assessments, awards, judgments or charges that the City may incur as a result of Consultant, or any employee, agent, or subcontractor of Consultant, or subcontractor’s employee, performing services under this Contract and payment of reasonable attorneys’ fees in relation thereto. 7. Ownership of Work Product. 7.1 Ownership. All documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Consultant in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same (collectively, “Work Product”), are considered to be “works made for hire” for the Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 6 Last Revised: 10/02/13 benefit of the City. Upon payment being made, and provided Consultant is not in breach of this Agreement, all Work Product shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to City. None of the Work Product shall be the subject of any common law or statutory copyright or copyright application by Consultant. In the event of the return of any of the Work Product to Consultant or its representative, Consultant shall be responsible for its safe return to City. Under no circumstances shall Consultant fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between Consultant and City concerning payment, performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City’s reuse of the Work Product for any purpose other than the Project, shall be at City’s sole risk. 7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above, the Consultant shall be deemed to grant and assign to City, and shall require all of its subcontractors to assign to City, all ownership rights, and all common law and statutory copyrights, trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Project itself, and Consultant shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project or any aspect of the Project. 7.3 Title to Intellectual Property. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City’s use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City’s use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using the Work Product by suspension of any injunction or by procuring a Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 7 Last Revised: 10/02/13 license or licenses for City; or (b) modify the Work Product so that it becomes non- infringing. This covenant shall survive the termination of this Agreement. 8. Status as Independent Contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and to defend, indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. 9. Confidentiality. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant’s covenant under this Section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Consultant to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant “financially interested” (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 10.2 Consultant further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 8 Last Revised: 10/02/13 to solicit or obtain this Agreement. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 10.3 Consultant has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws as described in subsection 10.1. 11. Indemnification. 11.1 Professional Services. In the connection with its professional services, the Consultant shall defend, indemnify, and hold the City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of City officials, (collectively, “Indemnitees”), free and harmless with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, “Claims”), including but not limited to liability for death or injury to any person and injury to any property, to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of its professional services under this Agreement. Consultant shall pay all reasonable defense costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense. 11.2 Other Indemnities. In connection with all Claims not covered by Section 11.1, and to the maximum extent permitted by law, the Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Claims including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts, omissions, activities or operations of Consultant or any of its officers, employees, subcontractors, subconsultants, or agents in the performance of this Agreement. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City’s choice, and shall pay all costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense. The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in this Agreement provided, however, that the Contractor shall have no obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of any of the Indemnitees. Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 9 Last Revised: 10/02/13 11.3 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. 11.4 Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Consultant. 11.5 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against Consultant shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision. 12. Insurance. 12.1 Liability Insurance. Consultant shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Consultant, and/or its agents, representatives, employees and subcontractors. 12.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker’s Compensation insurance as required by the State of California, and Employer’s Liability Insurance. (4) Professional Liability insurance in a form approved by the City, having, at City’s option, an extended reporting period of not less than three (3) years; or professional liability insurance shall be maintained for a period of three (3) years after completion of the Services which shall, during the entire three (3) year period, provide protection against claims of professional negligence arising out of Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 10 Last Revised: 10/02/13 Consultant’s performance of the Services and otherwise complying with all applicable provisions of this Section 12. The policy shall be endorsed to include contractual liability to the extent insurable. 12.3 Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Liability Insurance with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage. (3) Employer’s Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers’ Compensation Insurance in the amount required by law. (4) Professional Liability: $1,000,000 per claim/aggregate. (5) The Insurance obligations under this agreement shall be the greater of (i) the Insurance coverages and limits carried by the Contractor; or (ii) the minimum insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required which are applicable to a given loss, shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this Agreement. 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City and shall not reduce the limits of coverage. City reserves the right to obtain a full certified copy of any required insurance policy and endorsements. 12.5 Other Insurance Provisions. (1) The commercial general liability and automobile liability policies are to contain the following provisions on a separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 11 Last Revised: 10/02/13 City officials as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; and/or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. (2) For any claims related to this Agreement, Consultant’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City or officials. Any insurance or self- insurance maintained by City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be excess of Consultant’s insurance and shall not contribute with it. (3) Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. (4) Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Contractor’s sole cost and expense. (5) Each insurance policy, required by this clause shall expressly waive the insurer’s right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials. Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 12 Last Revised: 10/02/13 (6) Each policy shall be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated A:VII or better according to the most recent A.M. Best Co. Rating Guide. (7) Each policy shall specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty, shall not affect the coverage required to be provided. (8) Each policy shall specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. (9) Contractor shall provide any and all other required insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement. 12.6 Evidence of coverage. Prior to commencing performance under this Agreement, the Consultant shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement including (1) Additional Insured Endorsement(s), (2) Worker’s Compensation waiver of subrogation endorsement, and (3) General liability declarations or endorsement page listing all policy endorsements. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Consultant commences performance. If performance of this Agreement shall extend beyond one year, Consultant shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. 12.7 Contractor agrees to include in all contracts with all subcontractors performing work pursuant to this Agreement, the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of any such subcontractor’s work. Contractor shall require its subcontractors to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City pursuant to this Agreement, and to require each of its subcontractors to include these same provisions in its contract with any sub- subcontractor. 13. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City might require. City shall compensate Consultant for any litigation support services in an amount to be agreed upon by the parties. Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 13 Last Revised: 10/02/13 14. Termination. City shall have the right to terminate this Agreement at any time for any or no reason on not less than ten (10) days prior written notice to Consultant. In the event City exercises its right to terminate this Agreement, City shall pay Consultant for any services satisfactorily rendered prior to the effective date of the termination, provided Consultant is not then in breach of this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation. City may terminate for cause following a default remaining uncured more than five (5) business days after service of a notice to cure on the breaching party. Consultant may terminate this Agreement for cause upon giving the City ten (10) business days prior written notice for any of the following: (1) uncured breach by the City of any material term of this Agreement, including but not limited to Payment Terms; (2) material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes. 15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Consultant’s and City’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this Section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows: If to City: City of Rancho Cucamonga Attn: Jennifer Gracia, Community Services Director 10500 Civic Center Dr. Rancho Cucamonga, CA 91730 If to Consultant: Collette Travel Service, Inc. Ben Buchelt 162 Middle St. Pawtucket, Rhode Island 02860 16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 14 Last Revised: 10/02/13 17. Assignment and Subcontracting. Consultant shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Consultant’s obligations hereunder without City’s prior written consent. Except as provided herein, any attempt by Consultant to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 18 Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Consultant performs the Services. CONSULTANT is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, CONSULTANT agrees to fully comply with such Prevailing Wage Laws. The applicable prevailing wage rate determinations can be found at http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm CONSULTANT shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the Project site. CONSULTANT shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20. Attorney’s Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney’s fees and costs of experts. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 15 Last Revised: 10/02/13 22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. 23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Consultant Name: Collette Travel Service, Inc. By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title (two signatures required if corporation) Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 Regional Director of Sales - Western USA 1/27/2025 | 12:54 PM EST 1/27/2025 | 11:08 AM PST Superintendent, CSD ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 16 Last Revised: 10/02/13 EXHIBIT A SCOPE OF SERVICES A. Collette Tours is a professional tour company that provides and plans high quality tours and cruises in the United States and abroad for the City of Rancho Cucamonga. B. Collette will provide all planning aspects of the multi day trips offered through the Community Services Department. C. Collette will pay the City of Rancho Cucamonga Community Services Department a commission of 10% on land and 10% on air for each individual the City of Rancho Cucamonga Community Services Department signs up for a Collette trip. D. Collette will provide marketing materials for all trips planned with the City of Rancho Cucamonga Community Services Department. E. The City of Rancho Cucamonga will market all planned and approved trips. F. Collette will provide four (4) travel presentations for the city at no cost. The frequency of these presentations will be determined separately. G. Collette will provide ten (10) to fifteen (15) spaces blocked for each tour. H. Collette will arrange and cover the costs of *Hometown Transfers in Rancho Cucamonga. *Hometown transfer group guests, all guest and direct groups, with ten (10) or more guests purchasing air inclusive package, are eligible for complimentary Hometown transfer within one hundred (100) miles of the airport gateway from a single centralized location (Central Park, 11200 Baseline Road, Rancho Cucamonga, CA 91701). • Transfers outside one hundred (100) miles: Hometown Transfer services will be available at a surcharge, no exceptions, for any Hometown Transfer one hundred and one plus (101+) miles from the gateway at a surcharge. • The charge will be a one-time charge on the outbound service: o 101-149 miles $30.00 per person o 150-199 miles $50.00 per person o 200-249 miles $70.00 per person o 250+ miles Contact Logistics to determine applicable charges. • Additional Stops: o A second complimentary stop may be requested for more than twenty (20) passengers. Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 17 Last Revised: 10/02/13 o If there are nineteen (19) guests or less, a surcharge of $50.00 (flat fee) will be charged for the additional pick-up. o There is a maximum of one (1) additional stop allowed. • Will provide a Hometown Transfer for all guests purchasing the following additional services from Collette: o Extensions, pre or post nights, upgrades, or deviated flight schedules. o Guest(s) do not have to be on the same flights/dates. • Alternate Gateway: o Guests who are part of a group but are departing from a different gateway will be eligible for Hometown Transfer service within fifty (50) miles from a single centralized location. Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 18 Last Revised: 10/02/13 EXHIBIT B SCHEDULE OF PERFORMANCE N/A Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 19 Last Revised: 10/02/13 Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 20 Last Revised: 10/02/13 Attachment A – Sample Waiver of Subrogation (Sample Only – Not all forms will look identical to this Sample) The City of Rancho Cucamonga, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City or officials. Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 21 Last Revised: 10/02/13 Attachment B – Sample Additional Insured for On-going Projects The City of Rancho Cucamonga, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City or officials. Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 Endorsement Number: 41 Policy Number: TAP0193392-03 Named Insured: Collette Travel Service, Inc. This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 05/08/2024 00 TAP0061 00 06 19 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED(S) This endorsement modifies insurance provided under the: Travel Agents and Tour Operators Professional Liability Policy I. The following is added to Section III – PERSONS INSURED: Any person or organization listed in the schedule below but only with respect to Travel Agency Operations of the Named Insured. This endorsement only applies to the extent permitted by law; and If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than nor provide limits higher than the minimum limit which the Named Insured is required by the contract or agreement to provide for such additional insured. II. Section II – EXCLUSIONS, Paragraph X.1. is deleted it is entirety but only with respect to the Insured listed in the schedule below. Schedule Insured The City of Rancho Cucamonga, its officers, officials, employees, designated volunteers, and agents serving as independent contractors in the role of city officials 10500 Civic Center Dr Rancho Cucamonga, CA 91730 This endorsement shall not increase the applicable LIMITS OF LIABILITY shown in the Declarations. All other terms and conditions of this Policy remain unchanged. Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 Endorsement Number: 42 Policy Number: TAP0193392-03 Named Insured: Collette Travel Service, Inc. This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 05/08/2024 00 TAP0022 00 06 19 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION OR TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO THE INSURER This endorsement modifies insurance provided under the: Travel Agents and Tour Operators Professional Liability Policy SCHEDULE Name of Person or Organization: The City of Rancho Cucamonga, its officers, officials, employees, designated volunteers, and agents serving as independent contractors in the role of city officials Section VII. CONDITIONS, paragraph I. Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following: The Insurer waives any right of recovery the Insurer may have against the person or organization shown in the Schedule above because of payments the Insurer makes for injury or damage arising out of the Insured’s Travel Agency Operations performed under a contract with that person or organization. This waiver applies only to the person or organization shown in the Schedule above. All other terms and conditions of this Policy remain unchanged. Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DATE CERTIFICATE OF LIABILITY INSURANCE 05/08/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Kenneth Whitman PHONE (A/C, No, Ext): 1-(800) 803-1213 FAX (A/C, No): (516) 294-1821 E-MAIL ADDRESS: kenneth.whitman@aon.com Affinity Insurance Services Aon Affinity Travel Practice 900 Stewart Avenue, 4th Floor Garden City, NY 11530 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Arch Insurance Company (AIC) 11150 INSURER B: INSURER C: INSURER D: INSURER E: INSURED Collette Travel Service, Inc. 162 Middle Street Pawtucket, RI 02860 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 LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $10,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Each Occurrence) $500,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $10,000,000 GEN’L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $10,000,000 X POLICY PROJECT LOC PRODUCTS – COMP/OP AGG A X X TAP0193392-03 04/15/2024 04/15/2025 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $10,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) A X X TAP0193392-03 04/15/2024 04/15/2025 UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION N/A PER STATUTE OTHER Y / N E.L. EACH ACCIDENT E.L. DISEASE – EA EMPLOYEE WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY ANY PROPRIETOR/PARTNER/ EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A E.L. DISEASE – POLICY LIMIT A ERRORS & OMISSIONS PROFESSIONAL LIABILITY X X TAP0193392-03 04/15/2024 04/15/2025 EACH NEGLIGENT ACT OR NEGLIGENT OMISSION $10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is included as an Additional Insured but only with respect to the operations of the Named Insured in connection with the travel and/or tour services provided. For the purpose of coverage afforded to this certificate holder, the subrogation provision has been waived. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE The City of Rancho Cucamonga, its officers, officials, employees, designated volunteers, and agents serving as independent contractors in the role of city officials 10500 Civic Center Dr Rancho Cucamonga, CA 91730 © 1988-2015 ACORD CORPORATION. All rights reserved. Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 Docusign Envelope ID: DEF22B93-85E4-4665-8E8F-5E3936546B64 Electronic Record and Signature Disclosure Certificate Of Completion Envelope Id: DEF22B93-85E4-4665-8E8F-5E3936546B64 Status: Completed Subject: Complete with Docusign: CO 2025-002.pdf, Collette Insurance (1).pdf, Collette Workers Comp (1).... Source Envelope: Document Pages: 26 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 27 Jonathan Hilton AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) jonathan.hilton@cityofrc.us IP Address: 199.201.174.250 Record Tracking Status: Original 1/16/2025 7:22:57 AM Holder: Jonathan Hilton jonathan.hilton@cityofrc.us Location: DocuSign Signer Events Signature Timestamp Jonathan Hilton jonathan.hilton@cityofrc.us Management Analyst I City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.201.174.250 Sent: 1/16/2025 12:45:54 PM Viewed: 1/16/2025 12:46:17 PM Signed: 1/16/2025 12:46:23 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Lucas Bialecki lbialecki@collette.com Regional Director of Sales - Western USA Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 76.115.139.151 Sent: 1/22/2025 1:21:22 PM Resent: 1/27/2025 9:42:32 AM Viewed: 1/27/2025 9:50:02 AM Signed: 1/27/2025 9:54:45 AM Electronic Record and Signature Disclosure: Accepted: 1/27/2025 9:50:02 AM ID: b54c9759-0e4e-47ba-95bb-37e42608a09d Ted Morales theodore.morales@cityofrc.us Superintendent, CSD Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.201.174.250 Sent: 1/27/2025 9:54:48 AM Viewed: 1/27/2025 11:04:41 AM Signed: 1/27/2025 11:08:02 AM Electronic Record and Signature Disclosure: Accepted: 1/27/2025 11:04:41 AM ID: a5ef0b43-c088-422c-b7d5-633bc59c0086 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Clerk Services clerkcontracts@cityofrc.us City Clerk City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Using IP Address: 199.201.174.250 Sent: 1/27/2025 11:08:05 AM Viewed: 1/28/2025 2:37:21 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Ben Buchelt bbuchelt@collette.com Security Level: Email, Account Authentication (None) Sent: 1/22/2025 1:21:25 PM Viewed: 1/24/2025 2:57:21 PM Electronic Record and Signature Disclosure: Accepted: 1/22/2025 1:20:21 PM ID: 71383c69-a3f0-4f35-bedf-875d521aaf61 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/16/2025 12:45:54 PM Envelope Updated Security Checked 1/27/2025 9:42:31 AM Envelope Updated Security Checked 1/27/2025 9:42:31 AM Certified Delivered Security Checked 1/28/2025 2:37:21 PM Signing Complete Security Checked 1/27/2025 11:08:02 AM Completed Security Checked 1/28/2025 2:37:22 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Cucamonga City Clerk's Office (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 2/22/2022 12:08:29 PM Parties agreed to: Lucas Bialecki, Ted Morales, Ben Buchelt, Lucas Bialecki, Ted Morales, Ben Buchelt Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. 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