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2013-14 ClearSource Financial - CSA 152 AssessmentPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and CLEARSOURCE FINANCIAL CONSULTING ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope; of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to County Service Area 152 VCSA 152") annual assessment calculation and tax roll submittal, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of La Quinta and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). Last revised 7-3-12 1.5 Care of Work and Standard of Work. a. Care of Work. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. The performance of services by Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to City, when such inaccuracies are: due to the negligence of Consultant. b. Standard of Work. Consultant acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's services and work will be held to a heightened standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Consultant represents to City that it holds the necessary skills and abilities to satisfy the heightened standard of work as set forth in this Agreement. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Services ("Additional Services") when directed to do so by the Contract Officer. Consulltant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforeceable. Failure of Consultant to secure the Contract Manager's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time due, whether by way of compensation, restitution, quantum meruit, etc. for Additional Services provided without the appropriate authorization from the Contract Manager. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.2 of this Agreement. 1.7 Speci;31 Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit "D" (the "Special Requirements"). In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Last revised 7-3-12 Compensation") in a total amount not to exceed Three Thousand Dollars ($3,000) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the services, payment for time and materials based upon Consultant's rate schedule, but not exceeding the Contract Sum, or such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." 2.2 Compensation for Additional Services. Additional services approved in advance by the Contract Manager pursuant to Section 1.6 of this Agreement, "Additional Services," shall be paid for in an amount agreed to in writing by both City and Consultant in advance of the Additional Services being rendered by Consultant. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for additional services must be approved by the La Quinta City Council. Under no circumstances shall Consultant receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. 2.3 Method of Billing. Any month in which Consultant wishes to receive payment, Consultant shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the services provided, including time and materials, and (2) specify each staff member who has provided services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is for work performed in accordance with the terms of this Agreement. City will pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City's Finance Department. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. Last revised 7-3-12 3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed diligently and within the time period established in Exhibit C (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Majeure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the: fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City„ and unusually severe weather, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. Extensions to the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. 3.4 Term. Unless earlier terminated in accordance with Sections 8.7 or 8.8 of this Agreement, the term of this agreement shall commence on October 1, 2013 and terminate on September 30, 2014 (initial term). This agreement may be extended for three additional year(s) upon mutual agreement by both parties (extended term). 4.0 COORDINATION OF WORK 4.1 Representative of Consultant. The following principals of Consultant are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: a. Terry Madsen, President and Principal Consultant It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Last revised 7-3-12 The foregoing principals may not be changed by Consultant and no other personnel may be assigned to perform the service required hereunder without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be Timothy R. Jonasson, Public Works Director/City Engineer or such other person as may be designated by the City Manager of City. It shall be Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Consultant shall refer any decisions, which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval) of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval! of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.5 City Cooperation. City shall provide Consultant with any plans, publications, reports, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to Consultant only from or through action by City. 5.0 INSURANCE 5.1 Insurance. Prior to the beginning of and throughout the duration of the Work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for Last revised 7-3-12 losses arising cut of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured (on the Commercial General Liability policy only) shall be delivered to and approved by City prior to commencement of the services hereunder. The following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A-:Vl: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Errors and Omissions Liability $1,000,00�0 (per claim and aggregate) Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. All insurance required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without written notice to City of proposed cancelllation. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. 5.2 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: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Consultant to stop work under this Agreement and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. Last revised 7-3-12 C. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Consultant's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of work under this Agreement. 5.3 General Conditions pertaining to provisions of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shalll prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. Last revised 7-3-12 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shalt be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any, time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to City. 9. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 10. Consultant agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self -insured retention, substitution of other coverage, or other solutions. 11. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. Last revised 7-3-12 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement.. 13. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 14. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this; agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 15. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the: renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 16. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 17. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 18. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 19. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not Last revised 7-3-12 the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 20. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 6.0 INDEMNIFICATION. 6.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional ;standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Consultant. b. Indemnification for Other Than Professional Liability. Other than in the performance; of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Last revised 7-3-12 Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. 6.2 Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. a. Indemnity Provisions for Contracts Related to Construction. Without affecting the rights of City under any provision of this agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City. b. Indemnification Provision for Desion Professionals. 'I. Applicability of Section 6.2(b). Notwithstanding Section 6.2(a) hereinabove, the following indemnification provision shall apply to Consultants who constitute "design professionals" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and City's agents, officers, officials, employees, representatives, and departments ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Last revised 7-3-12 Consultant, any subconsultant, anyone directly or indirectly employed by them or anyone that they control. 3. Design Professional Defined. As used in this Section 6.2(b), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. 7.0 RECORDS AND REPORTS. 7.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning Consultant's performance of the services required by this Agreement as the Contract Officer shall require. 7.2 Records. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principals. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.3 Ownership of Documents. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form, which are prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of City and shall be delivered to City upon termination of this Agreement or upon the earlier request of the Contract Officer, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Consultant shall cause all subcontractors to assign to City any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages suffered thereby. In the event City or any person, firm or corporation authorized by City reuses said documents and materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said documents and materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect. Last revised 7-3-12 7.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 8.0 ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.7. 8.3 Retention of Funds. City may withhold from any monies payable to Consultant sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Consultant in the performance of the services required by this Agreement. 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Consultant requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a Last revised 7-3-12 waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the; parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To Expiration Of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 8.8 for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the: Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 8.3. 8.8 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.2, take over work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts owed City as previously stated in Section 8.3. 8.9 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. Last revised 7-3-12 9.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 9.1 Non -liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. No officer or employee of City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or general consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. To City: CITY OF LA QUINTA Attention: Frank Spevacek, City Manager 78-495 Calle Tampico La Quinta, California 92253 Iasi revised 7-3-12 To Consultant: CLEARSOURCE FINANCIAL CONSULTING Attention: Terry Madsen President and Principal Consultant 7960 B Soquel Drive, #363 Aptos, CA 95003 10.2 Inte rated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 10.5 Author. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF lA QUINTA a California municipal corporation City Manager Date ATTEST: Susan Maysels, City Clerk APPROVED AS TO FORM: SIGNED N COUNTERPART M. Katherine Jenson, City Attorney Last revised 7-3-12 10.2 Integrated Agreement, This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 10.4 Severabilit . In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 10.5 Authority. The persons executing this Agreement on behalf of the parties hereto 'warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA a California municipal corporation Frank J. Spevacek, City Manager ATTEST: Susan Maysels, City Clerk Last revised 7-3-12 Date 10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 10.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA a California municipal corporation Frank J. Spevacek, City Manager ATTEST: Digitally signed by Susan Maysels DN: serla1Num1ber=ptlt318asMgs9h, c=US, SusanMaysels —California, I=La Duinta, o=City of La Quinn, -cn=Susan Maysels Date: 2013.11.181426:41-08'00' Susan Maysels, City Clerk Last revised 7.3-12 Date CONSULTANT: CLEARSOURCE FINANCIAL CONSULTING Name: Terry Madsen Title: President Date: November 4, 2013 Last revised 7-3-12 Exhibit A Scope of Services Attached are the Cover Letter and Scope of Services as submitted by ClearSource. Las[ revised 7-3-12 A. Cover Letter October 10, 2013 City of La Quinta Attn: Mr. Timothy R. Jonasson, Public Works Director/City Engineer 78-495 Calle Tampico La Quinta, CA 92253 Via email c% Ed Wimmer, Principal Engineer: ewimmer@la-quinta.org Subject: CSA IS2 Annual Assessment Calculation and Tax Roll Submittal Services Dear Mr. Jonasson: Thank you for requesting this proposal for CSA 152 annual assessment calculation and tax roll submittal services. I have discussed the project with Principal Engineer, Ed Wimmer, and confirm that ClearSource is well qualified to perform this work for the City. The scope of services section of this proposal details the plan for successfully completing the services. ClearSource's prior work with CSA 152 includes a complete parcel audit, preparation of the FY 2013/14 levy listing, and interfacing with the Riverside County EDA regarding submittal of the annual levy for placement on Riverside County property tax bills. I understand the Cit:y's service level expectations, and commit to serving the City in a way that respects community values, the requirements of City staff, and the property owners of La Quinta. Additionally, I have extensive experience working directly with assessments districts. During my career, I have assisted in the assessment district administration for some of California's largest and most sophisticated municipalities, including the cities of Sacramento, Los Angeles, Long Beach, and Chula Vista. My signature binds ClearSource to the terms of this proposal and confirms it shall remain valid'for a period of not less than 30 days from the date of this submittal. Thank you for reading this proposal. I look forward to answering any questions you have and, if necessary, tailoring its contents to meet the City's exact needs. Sincerely, Terry Madsen President, ClearSource Financial Consulting 1 B. Scope of Semites To complete the annual assessment calculation and tax roll submittal services, ClearSource will perform/provide the following services: 1: Prepare and Monitor an Assessment Calculation and Tax Roll Submittal Timeline ClearSource will prepare and monitor an annual levy and tax roll submittal timeline. ClearSource's efforts will include: • Contacting Riverside County EDA, Auditor, and Assessor's Offices to determine submittal requirements, timeline, and availability of information required to levy the district • Working with La Quinta Public Works personnel to confirm that necessary City Council meetings have been scheduled to authorize the collection of the annual levy and formally establish assessment rates for the fiscal year • Delivery of timeline, for reference purposes, to the City's project manager • Providing; electronic and telephone progress reports to the City's project manager regarding the project timeline 2: Calculate CSA 152 Annual Assessments ClearSource will calculate annual assessment amounts for each parcel in the district. To accomplish this, ClearSource will obtain: • Fiscal Year 2013/14 levy listing for all parcels levied for CSA 152 charges (County Fund No. 68- 1859), including parcels applied via the County property tax roll and parcels billed directly by the City of La Quinta • Assessor's information for all parcels within the boundaries of the City of La Quinta, including assessors parcel number, land use code, acreage, and assessed value • CSA 152 parcel charge calculation methodology, including FY 2013/14 assessment rate per benefit assessment unit • If necessary, any relevant data held at the City level, such as, GIS maps and informational layers, specific plans, parcel maps, and planning documents Using the data obtained, ClearSource will: • Identify each assessor's parcel in the City of La Quinta subject to the CSA 152 parcel charge • Calculates the annual benefit assessment unit and levy for each parcel in the district 3: Review Preliminary Levy with City and Submit Levy to County Representative ClearSource will review the preliminary annual levy summary with the City's project manager. The review will include: • A comparison of prior year and proposed levy amounts • Identification of significant year-to-year variances z 4: Facilitate Submittal of Annual Levy to County Representative ClearSource will facilitate the submittal of the annual levy for placement on County property tax bills. To complete this task, ClearSource will: • Work directly with the Riverside County EDA, to ensure that levy data is delivered on -time and in the proper format, for submittal to the County Auditor Controller • Confirm that "preliminary applied reports" match the amounts submitted by the City • Process any "unapplied" levy requests (e.g. parcel changes, government owned parcels, etc.) • Resubmit levies, if necessary, based on findings of the "preliminary applied report" • Confirm that "final applied reports" match the amounts submitted by the City S: Prepare and Submit Final Levy Report ClearSource will provide the City with a final report summarizing district information, the annual levy process, and amounts levied for CSA 152. 6: Field Property Owner Information Requests and Assist with Preparation of Direct Bills (Optional) (Optional) - If requested by the City, ClearSource will serve as a contact for property owner questions regarding the district and annual levy calculations. Additionally, if requested, ClearSource will assist the City with the preparation and mailing of direct bills for parcels with annual assessments that were not applied via the County property tax bill. The City may request these optional services by notifying ClearSource, in writing, of its request for the specific services. Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.2 of this Agreement, the maximum total compensation to be paid to Consultant under this Agreement is Three Thousand Dollars ($3,000) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made on a momthly basis and in an amount identified in Consultants Schedule of Compensation attached hereto for the work tasks performed and properly invoiced by Consultant in conformance with Section 2.2 of the Agreement. Attached are the Budget and Payment Terms as submitted by ClearSource. Last revised 7-3-12 D. Budget The budget for CSA 152 annual assessment calculation and tax roll submittal services is $3,000 per year. The budget assumes 24 project hours billed at $125 per hour. The proposed budget accounts for any fees for printing costs, attendance at meetings, travel, and associated fees. Any postage costs incurred to notify affected property owners of directly -billed assessment amounts shall be in addition to the proposed budget of $3,000. ClearSource will not purchase any postage or request any County tax bill corrections without notifying and receiving approval, from the City, in writing. At no time will ClearSource request payment in excess of the amounts described above in order to complete the items identified in the Scope of Services. The following table (provides pricing details for the project. i1Prepare and Monitor Levy Timeline I 1I$ 125I$ 125 21CalculateCSA152Annual Levy I 20 I $ 125 I $ 2,500 31Review Preliminary Levy with City I 11 $ 125I $ 125 Listing for Inclusion onthe County Property Tax Bill I 11$ 125I$ 125 5 Prepare Fi na l Levy Report 1 $ 125 $ 125 6 Prepare Direct Bills/Field Property Owner Questions (if requested) - 1 $ 125 $ - 5 F. Payment Terms ClearSource will issue one invoice, in the amount of $3,000, upon final submittal of the annual levy to the County of Riverside. Typically, the final levy submittal occurs in July or August of each calendar year. Payment from the City will be due upon receipt of the invoice. Exhibit C Schedule of Performance Consultant shall complete all services identified in the Scope of Services, Exhibit "A" of this Agreement in accordance with the attached Project Schedule, attached hereto and incorporated herein by this reference. Attached is the Schedule as submitted by ClearSource. Last revised 7-3-12 C. Schedule Details regarding the! project timeline are provided in chart form below. 11 Prepare and Monitor levy Ti me] ine 21 Ca Icul ate CSA iS2 Annual Levy 3 1 Review Preliminary Levy with City Levy Listing for Inclusion on the County Property Tax Bill SIPrepare Final Levy Report 61Prepare Direct Bills/Field Property Owner Questions (if requested) January - August February -June June June -July August September - December Exhibit D Special Requirements None. Last revised 7-3-12 I STATEMENT OF ECONOMIC INTERESTS Date Received 70 lXhJal use Only COVER PAGE Please type or PAW in ink. NAME OF FILER MSTI () (MIDOV;) Madsen Terence Michael 1. Office, Agency, or Court Agency Nam ClearSource Financial Consulting Division, Board, Department, District, if applicable Your Position President P. If filing for multiple positions, list below or on an attachment Agency: 2. Jurisdiction of Office (Check at laser one box) ❑ State ❑ Judge or Court Commissioner (Statewide Jurisdiction) ❑ Multi -County © City of La Quinta 3. Type of Statement (check at least one box) ® Annual: The period covered is January 1, 2012, through December 31, 2012. -ory The period covered is December 31, 2012. ❑ Assuming Office: Date assumed ❑ Candidate: Election year ❑ County of ❑ Other ❑ Leaving Office: Date Left (Check one) through O The period covered is January 1, 2012, through the date of leaving office. O The period covered is _ the date of leaving office. and office sougK if different than Part 1: 4. Schedule Summary Check appricable schedules or "None.' ► Total number of pages including this cover page: 1 ❑ Schedule A-1 - Investments — schedule attached ❑ Schedule C - lacome, Loans, a Business Posldons — schedule stached ❑ Schedule A-2 - Immslments — schedule attached ❑ Schedule D - hic" — Gkb — schedule attached ❑ Schedule e - Real Property — schedule attached ❑ Schedule E - Income — Gills — Travel Payments — schedule attached -or- ® None - No mportabte interests on any schedule 5. verification MAILING ADDRESS STREET CRY STATE ZIP CODE (aysdross mApxrcyilddmw Rao Wded-Public DoPoder4 7960 B Soquel Drive #363 :LTSc iyl:?',=rI:IrI'1 M CA 95003 tmadsen@clearsourcefinandal.com I have used all reasonable diligence in priming this statement I have reviewed this statement and to the best of my Immledge the information contained herein and in any attached schedules is true and complete. I acknowledge this is a pudic document 1 certify under penalty of perjury under the laws of the Stale of Cardornia that the foregoing is true and correct. Date Signed 04/22/2013 FPPC Form 700 (2012/2013) FPPC Advice Emalt: advice@fppc.ca.gov FPPC Toll -Free Helpfine: 866/275.3772 www.fppc,ca.gov 8l'"-vp 11'*13 k.O_ CERTIFICATE OF LIABILITY INSURANCE �� 11/06/2013 1/06 AM O 013 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: U the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. U 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 endorseme s . PRODUCER VITALE INSURANCE AGENCY 4067 CORY STREET SUITE 1 (2ND FLOOR) SOQUEL CA 95073- CONTACT PNONE , (831) 462-9222 1FAX . (031) 462-9299 Ea LE INSURERS AFFORDING COVERAGE NMIC8 INSURERAMESA UNDERWRITERS SPECIALTY INS 36838 INSURED CLEARSOURCE FINANCIAL CONSULTING 7960 B SOQUEL DR, STE 363 CA 95003- INSURER B:WESTCHESTER SURPLUS LINE INS CO 10172 ER C : ERD: rINSMER E:APTOS E 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. WSR TYPE OF INSURANCE ADDL SUBR P LI NUMBER POLICY EFF POLICY EXP LIMITS A GENERALLIABIUTY Y SC 0062005000199 12/09/2012 12/09/2013 EACH OCCURRENCE $ 1,000 000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ©OCCUR / / / / / / / / RENTED PREMISES $ 50,000 MED EXP (My we ersan $ 5,00 PERSONAL B AM IWURY $ 1,000,000 GENERAL AGGREGATE S 2,000,000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ / / / / X POLICY PRO- LOC / / / / $ AUTOMOBILE LABILITY / / / / COMBINED SINGLE LIMIT ANY AUTO / / / / BODILY INJURY (Per Person) S ALLOYMED SCHEDULED AUr05 AUTOS / / / / BODILY IMURY(Psr amWenl) $ PROPERTY DAMAGE eramid $ NON-0WNED HIRED AUTOS AUTOS / / / / $ UMBRELLA UAB OCCUR / / / / EACH OCCURRENCE S AGGREGATE 6 EXCESS LAB CLAMS -MADE / / / / DEO I I RETENTION $ / / / / WORMERS COMPENSATION / / / / WC STATU- OTH- ANDEMPLOYERS'UABIUTY YIN ANY PROPRIETOWEPARTNERECUTIVE❑ OFFICEWMEMBER EXCWDEDI (hand." in NH) NIA / / / / / / / / E.L. EACH ACCIDENT $ E.L. DISEASE - FA EMPLOYE $ Ifyes ditcdbe under, DESCRIPTION OF OPERATIONS below / / / / E.L. DISEASE - POLICY LIMIT $ B PREFESSIONAL LIABILITY 32424314A 002 12/09/2012 2/09/2013 AGGREGATE 1,000,000 / / / / EACH CLAIM 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Adach ACORD 101, Additional Rem ft Schedule, 9n we apace is nquked) PER CO "A" ADDITIONAL INSURED ENDORSEMENT FORM CG 2010, WITH PRIMARY WORDING SCS2020612, WAIVER OF SUBROGATION FORM CG 2404 G PER CO "B" BLANKET ENDORS4ENT FORM PF-19806 (02/06) EO, THE CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED WITH REGARDS TO THE INSUREDS JOB OPERATIONS: FINANCIAL CONSULTANT SERVICES FOR THE COUNTY SERVICE AREA "CSA 152". JOB DURATION: 10-01-13 TO 09-30-14. EST. JOB COST: $3,000. **ITS OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS AND AGENTS. *10 DAY NOTICE RE: NON-PAYMENT IF ANY. 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. CITY OF LA QUINTA, **See Above AUTIIORUPD SENTATBTB16 ATTN: FRANK SPE'VACEK CALLE TANPICO LA QUINTA CA 92253- LA QUI w�///'�PZA' ACORD 25 (2010/05) INS025 (2olms).0l V ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured Endorsement Number ClearSource Financial Consulting Policy Symbol Policy Number Policy Period Effective Date of Endorsement EON G2424314A 002 12/09/2012 to 12/09/2013 12/09/2012 Issued By (Name of Insurance Company) ACE American Insurance Company Additional Insured (Automatic Pursuant to Contract) It is agreed that: 1. Section II, Definitions, subsection I, the definition of Insured, is amended by adding the following: Insured also means any client or customer of the Named Insured, but only if a written contract entered into by the Named Insured specifically requires that such client or customer be added as an additional Insured for professional liability or errors and omissions insurance, and only for Claims (i) first made on or after the effective date of this endorsement and (ii) for vicarious or imputed liability of such client or customer which results from Wrongful Acts committed solely by the Named Insured. The Policy will not provide coverage for any Wrongful Act committed by such client or customer referenced above which is added to this Policy as an additional Insured. 2. Section III, Exclusions, is amended by deleting exclusion E, but solely with respect to Claims asserted by such client or customer referenced above for Wrongful Acts actually or allegedly committed by an Insured in the performance of or failure to perform Professional Services. All other terms and conditions of this Policy remain unchanged. Authorized Representative PF-19806 (02/06) EO 02006® Page 1 of 1 POLICY NUMBER: SC0062005000199 ADDITIONAL INSURED INCLUDING PRIMARY/NON- CONTRIBUTORY WORDING - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL. GENERAL LIABILITY COVERAGE PART �i9.L4r1R111? Name Of Additional Insured Person(s) Or Or anization s : Location(s) Of Covered Operations CITY OF LA QUINTA, ITS OFFICERS, EMPLOYEES, 78495 CALLE TAMPICO CONTRACTORS, SUBCONTRACTORS 6 LA QVINTA, CA AGENTS P.O. BOX 1504 LA QUINTA, CA 92247-1504 Information requfred to complete this Schedule if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage' or "personal and advertising injury" caused, in wholle or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after. 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insureds) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. It is further agreed that this insurance shall be primary and non-contributory but only in the event of a named insured's negligence. ALL OTHER POLICY TERMS, EXCLUSIONS AND CONDITIONS REMAIN UNCHANGED. SCS 20 0120612 0412 Indudes mpyroted material of Inswt Services Oft Inc. with its pemusslon. Page 1 of 1 IasvnW POLICY NUMBER:S00062005000199 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: CITY OF to OUINTA ITS OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS d AGENTS P.O. BOX 1504 LA OUINTA, CA 92247-1504 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Sec- tion IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or .your work" done under a contract with that person or organization and included in the "products -com- pleted operations hazard". This waiver applies only to the person or organization shown In the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 INSURED Declaration of Sole Proprietor DECLARATION AND ADDENDUM TO ALL CONTRACTS AWARDED TO ClearSource Financial Consulting I declare for the purpose of inducing the City of La Quinta to go forward with any contracts awarded to ClearSource Financial Consulting as follows: I am the authorized representative of ClearSource Financial Consulting, an independent contractor for the purposes of the California Workers' Compensation and Labor laws. This organization will hire no employees other than the parents, spouses, or children of its board members for work required for any bid or contract awarded to ClearSource Financial Consulting. All worked required will be performed personally and solely by me, other board members of the organization, their parents, spouses or children, or persons who perform voluntary service without pay to the organization. If, however, the organization shall ever hire employees to perform this contract or any portion thereof, the organization shall obtain Workers' Compensation Insurance and provide proof of Workers' Compensation Insurance coverage to the City of La Quinta. If the organization shall ever hire a subcontractor to perform this contract or any portion thereof, and the subcontractor has employees, then the organization shall require its subcontractor to obtain Workers' Compensation Insurance Coverage, or the organization shall obtain Workers' Compensation Coverage for that subcontractor's employees. This document constitutes a declaration by the organization against its financial interest, relative to any claims it should assert under the California Workers' Compensation and/or Labor laws against City of La Quinta relating to any bid or contract awarded to ClearSource Financial Consulting. The organization will defend, indemnify and hold harmless the City of La Quinta from any and all claims and liability, including Workers' Compensation claims and liability that may be asserted or established by any party in the event the organization hires an employee in violation of this addendum, and the organization will further indemnify the City of La Quinta for all damages the City of La Quints thereby suffers. I agree that these declarations shall constitute an addendum to any bid or contracts awarded to ClearSource Financial Consulting. October 28, 2013 Date Terry Madsen President, ClearSource Financial Consulting 4 ClearSource Financial Consulting April 10, 2014 City of La Quinta Attn: Frank Spevacek, City Manager 78-495 Calle Tampico La Quinta, CA 92253 Via First -Class Mail to Frank Spevacek Via email % TimothyJonasson: tjonasson@la-quinto.org Subject: FY 14/15 CSA 152 Annual Assessment Calculation and Tax Roll Submittal Services Dear Mr. Spevacek: I am sending this letter to memorialize my recent conversation with Ed Wimmer. Ed has requested that ClearSource not prepare the CSA 152 annual assessment calculation and tax roll submittal. Instead, in an effort to reduce administrative contract costs, the City anticipates using in-house staff to facilitate the activities required as part of the annual assessment process. In light of this discussion, this letter provides formal confirmation to the City that ClearSource will not perform the annual assessment calculations or perform tax roll submittal services for FY 14/15 or any future years unless instructed in writing by the City. I have attached a copy of the Professional Services Agreement associated with the assessment calculation and tax roll submittal services referenced in this letter. Thank you for the opportunity to work with the City of La Quinta. We value our relationship with the City and look forward to continuing to serve the residents, businesses, and staff of the City whenever we can be of assistance. Please contact me directly with any questions or concerns. Sincerely, Terry Madsen President Enclosure: Professional Services Agreement ClearSource Financial Consulting 1 7960 B Socluel Drive, #363 Aptos, CA 95003 1 Phone: 831.288.0608 1 Fax: 831.288.0718 www.clearsourcefinancial.com