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2015 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 ("CSA 152") Annual Assessment Calculation and Tax Roll Submittal Services, 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). 1.5 Care of Work and Standard of Work. Last revised 5-20-14 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. Consultant 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 Special 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 Compensation") in a total amount not to exceed Three Thousand Five Hundred Dollars ($3,500) (the "Contract Sum"), except as provided in Section 1.6. The Last revised 5-20-14 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 $5,000, whichever is greater, 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. 3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed diligently and within the time period established in Last revised 5-20-14 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 January 1, 2015 and terminate on December 31, 2015. 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 E-mail: tmadsen@clearsourcefinancial.com 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. 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. Last revised 5-20-14 4.2 Contract Officer. The Contract Officer shall be Timothy R. Jonasson' Public Works Director/City Engineer Orsuch other person as may be designated by the City Manager OfCity. 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 ShOU refer any decisions, which rnUSt 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 . The experience, knowledge, capability and reputation Of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Except OS Set forth in this Agreement, Consultant shall not contract with any other entity to perform in vvhO|8 Or in part the services required hereunder without the 8npr8SS written Uppn]v8| Of City. In addition, neither this Agreement nor any interest herein may be 8SSiQn8d or transferred, voluntarily or by operation Of |8vv, without the prior written OppnDvO| Of City. 4.4 Independent Contractor. Neither City nor any Of its employees Sh@U have any control over the manner, mode Or nn88nS by which Consultant, its agents Or 8rnp|Oye8S, perform the S8rviC8S required herein, except as otherwise set forth. Consultant shall perform all services required herein as On independent contractor of City and shall remain atall times as to City 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 8g8OtS or employees are @Q8n10 Oremployees OfCity. 4.5 City Cooperation. City shall provide Consultant with any plans, publications, reports, ototiadoa, records or other data or information pertinent to S8rviC8S to be performed hereunder which are r88SOn8b|y 8v@i|Bb|8 to Consultant only from Or through action by City. 5.0 INSURANCE 5.1 Insurance. Prior tothe beginning ofand throughout the duration of the Work performed under this Agreement, Consultant Sh2U procure and maintain, at its cost, and submit concurrently with its execution Ofthis Agreement, COnnrn8rCi8| General Liability insurance against all claims for injuries OQainSt persons Ordamages to property resulting from Consultant's OCtS Or OnniSSiOnS rising out Of Or related to Consultant's performance under this Agreement. The insurance policy shall contain 8 S8v8r8bi|ity Of interest C|8uS8 providing that the coverage Sh8U be primary for |OSSeS arising Out Of Consultant's p8rfOrrn@nC8 hereunder and neither City nor its insurers Sh8U be required to contribute to any such |DSS. A certificate evidencing the foregoing and naming City and its officers and employees OSadditional insured Last revised 5-20-14 (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 -:VI: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Consultant shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Consultant, its officers, any person directly or indirectly employed by Consultant, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. 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. Last revised 5-20-14 Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. 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 cancellation. 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. 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 shall prohibit Consultant, or Consultant's employees, or agents, from Last revised 5-20-14 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. 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, shall 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 Last revised 5-20-14 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. 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 Last revised 5-20-14 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. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 17. 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. 18. 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. 19. 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. 20. 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 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. 21. 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 Last revised 5-20-14 permitted by |ovv, Consultant oheU indemnify, protect, defend and hold harrn|aoo City and any and all Of its officials, 8nnp|Oy88o and Bg8nLS ("Indemnified Parties") from and against any and all C|8inoS, losses, |i8bi|id8o Of every kind, nature and description, d@nn@g8S, injury (including, without limitation, injury to Or death Of On employee Of Consultant Or SUbCOnSUltOntS\, 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 vvitn8SS8S incurred in connection therewith and COStS Of investigation, to the extent S@rne are C8uS8 in vvhO|8 Or in part by any negligent Or vvrOn0fU| act, error Or OrniSSiOn Of Consultant, its officers, agents, employees OrSUbCOnSU|tOntS (or any entity Or individual that Consultant ShOU bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design Of public innprOv8nn8niS, the COnSu|L8ni Sh@U not be |i8b|8 for any injuries Or property d8no8g8 resulting from the reuse Of the design at 8 |OC3tiOn other than that specified in Exhibit A without the written consent Ofthe Consultant. b. Indemnification for Other Than Professional Liability. Other than in the performance Of professional services and to the full extent permitted by |@vv, Consultant Sh8U indemnify, defend and hold hGrrn|8SS City, and any and all Of its employees, officials and agents from and against any liability (including liability for o|oirno, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, |oaoaa, expenses or costs of any kind, whether actual, alleged Or threatened, including, without limitation, incidental and consequential dGrnGAeS, court COStS, attorneys' fees, litigation expenses, and f8SS Of expert consultants Or expert vvitn8SS8S> 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 port, the performance of this Agreement by Consultant Or by any individual Or entity for which Consultant is |8g8Uy liable, including but not limited to ODiC8rS, agents, 8nnp|Oy88S Or SubCOnou|t8nLS 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 SubCOnSu|t8nt Or any other p8rSDO Or entity involved by, for, with Or On behalf Of Consultant in the p8rfOrrn8nCQ Of this agreement. In the event Consultant fails tO obtain such indemnity obligations from others OS required herein, Consultant agrees to be fully responsible OCCDu]inA to the terms of this section. Failure of City to monitor compliance with these requirements inOpOS8S no additional obligations on City and will in nOway act 8S @ waiver Ofany rights hereunder. This obligation tO indemnify and defend City @Sset forth herein is binding On the SuCC8SSOrS, assigns Or heirs Of Consultant and Sh8U survive the termination Ofthis agreement Orthis section. Last revised 5-20-14 a. Indemnity Contracts Related to Construction. Without affecting the rights Of City under any provision Of this agreement, Consultant Sh8U not be required to indemnify and hold h8rnn|8SS City for liability attributable to the active negligence Of City, provided such active n8A|ig8nC8 is determined by agreement between the parties Or by the findings Of O court Of competent jurisdiction. In instances where City is ahpvvn to have been actively negligent and vvhara City'a active negligence accounts for only a percentage of the liability involved, the obligation Of Consultant will be for that entire portion Or percentage Ofliability not attributable tOthe active negligence OfCity. b. Indemnification Provision for Design Professionals. 1. Applicability Of Section 6.2(b). Notwithstanding Section 6.2(8) h8n3in@bOv8, the following indemnification provision Sh8U apply to Consultants who constitute "design prOfeSSiDnG|S" as the term is defined in paragraph below. 2. Scope Of Indemnification. TO the fuU8SL extent p8nnkt8d by |8vv, Consultant shall indemnify, defend, and hold h8rnO|eSS City and City'S o08n1S, officers, officials, Qnop|Oy88S, representatives, and departments ("Indemnified Parties") from and against any and all claims, |OSSeS, liabilities Ofevery kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or auboonau|tanto), costs and expenses of any kind, whether actual, @U8g8d or threatened, including, without limitation, incidental and consequential damages, court COStS, attorneys' fees, litigation expenses, and f88S Of expert consultants Or expert vvitn8SS8S 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 Consultant, any SubcOnSu|t8nt, 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 |irniiad to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current |8vv, and BS may be amended from time to time by Civil Code § 2782.8. 7.1 Reports. Consultant shall periodically prepare and submit tOthe Contract Officer such reports concerning Consultant's p8rfOrnoUnC8 of the S8rviC8S required by this Agreement as the Contract Officer shall require. Last revised 5-20-14 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. 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. • ••taN M 1:10 1 dreMUCTMOM 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. Last revised 5-20-14 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party ShGU notify the injuring party in writing Of its contentions by submitting 8 C|8imn therefore. The injured party Sh8U continue performing its obligations hereunder SOlong as the injuring party commences tOcure such default within ten /10> days Of service Of such notice and COnnp|eteS 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 vv8|fBr8, City may take such inonn8diOt8 action OS City deems warranted. Compliance with the provisions of this section ShMU be O condition precedent tOtermination of this Agreement for CUUSe and to any |eQO| action, and such COrnp|iOnCe ShOU not be O waiver Ofany party'S right totake legal action in the event that the dispute is not cured, provided that nothing herein Sh8U limit City'S right to terminate this Agreement without C8uSS pursuant to Section 8.7. 8.3 Retention Of Funds. City may withhold from any monies payable LO Consultant sufficient funds Lo compensate City for any losses, uoa1a, liabilities, or dGrn8Q8S it r88SOn8b|y believes were suffered by City due to the default Of Consultant in the p8rfOrrn8nC8 of the S8rviC8S required by this /\0r88nn8nt. 8.4 \8/Okaer. N0delay Oromission in the exercise Ofany right Or remedy 0fO non defaulting party on any default shall impair such right or remedy or be construed as a waiver. [ity'a consent or approval of any act by Consultant requiring City'S consent Or approval ShGU not be d88r08d to vv8iv8 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 Sh8U not be O waiver of any Other default concerning the SOrne Or any Other provision Of this Agreement. 8.5 Rights and Remedies Cumulative. Except with respect to rights and r8rn8di8S expressly d8C|8r8d to be exclusive in this Agreement, the rights and remedies of the parties are CUrnU|Otive and the exercise by either party Of one Or more ofsuch rights orremedies shall not preclude the exercise by it, at the same or different 1innaa, 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 |e8O| action, at |Ovv or at equity, to CUn5, correct or remedy any default, to recover damages for any default, to compel specific performance of this AA[8Snn8n1, to obtain injunctive relief, Or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To Expiration [lfTerm. This section shall govern any termination of this Agreement, except as specifically provided in the following Last revised 5-20-14 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. 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, Last revised 5-20-14 that there shall be no discrimination against or segregation of, any person or group Of persons On BCCOun1 Of race, CO|Or, creed, religion, sex, nnBrit8| status, national Origin Or ancestry in the pSrfOrrn8nCS Of this AAr88nn8nt COnSu|L8n1 Sh8U t8h8 affirmative action to insure that applicants are 8nop|Oy8d and that 8nmp|Oy88S are treated during employment without regard tOtheir race, color, Creed, religion, Sex, marital status, national origin or ancestry. 1(l.(lMISCELLANEOUS PROVISIONS 1(}.1 Notice. Any notice, demand, request, consent, approval, COrnnnUniCatiOn either party desires OriS required to give the other party orany other person ShOU be in writing and either served personally orsent by prepaid, first-class mail to the address set forth below. Either party may change its address bynotifying the other party Ofthe change Of address in writing. Notice Sh@U be d88noHd COnonouniC8t8d forty-eight /48\ hours from the time Of no8i|inQ if mailed as provided in this section. To City: CITY [)FLA[lU|NTA Attention: FrenkSp8v@c8k, City Manager 78-495 COUeTOrnpiCO La [luinio, California 92253 To Consultant: CLEARSOURCE FINANCIAL CONSULTING Attention: Terry Madsen President 7960 B SoqmeUDrive, #363 Aptom'CA 95003 1(].2 Integrated Agreement. This Agreement contains GU of the @0n88Dl8ntS Of the parties and BU previous understanding, negotiations and aAr88no8ntS are integrated into and superseded by this Agreement. 1[).3Arnandnnent. This Agreement may be amended at any time by the mutual consent Ofthe 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, C|OUSeS, paragraphs, Or sections contained in this Agreement ShOU be dao|anad invalid or unenforceable by o valid judgment or decree of a court of oonnpo1ant jurisdiction, such invalidity orunenforueabi|ityshall not affect any ofthe remaining phrases, SSnt8nC8S, d8uS8S, paragraphs, Or S8CdOnS of this Agreement which are hereby dHC|8r8d as S8v8r8b|8 and ShGU be interpreted to carry Out the intent Ofthe 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 fOrrnGUy bound to the provisions Ofthis Agreement. Last revised 5-20-14 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Vates stated below. CITY OF LA QUINTA a California municipal corporation Digitally signed by Frank J. Spevacek DN: serialNurnber=q8x45h14dsg5g957, c=US, st=California, I=La Quinta, o=Frank J. Spevacek, cn=Frank J. Spevacek Date: 2015.01.13 13:53:03 -08'00' Frank J. Spevacek, City Manager Date ATTEST: Digitally signed by City of La Quinta DN: serial Number=6fmhzhd hvfi z93cr, c=US, st=California, 4, I=La Quinta, o=City of La Quinta, cn=City of La Quinta Date: 2015.01.13 14:06:23 -08'00' Susan Maysels, City Clerk William H. lhrke, City Attorney CONSULTANT: clearSource Financial Consulting By: t Name: Terry Madsen Title: President_,,,___ 11ATIffammiaiMI Exhibit A Scope of Services 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 2014/15 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 assessor's parcel number, land use code, acreage, and assessed value • CSA 152 parcel charge calculation methodology, including FY 2014/15 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 • Calculate the annual benefit assessment unit and levy for each parcel in the district Last revised 5-20-14 18 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 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 5: 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 Five Hundred Dollars ($3,500) ("Contract Sum"). ClearSource will issue one invoice, in the amount of $3,500, 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. The budget for CSA 152 annual assessment calculation and tax roll submittal services is $3,500. The budget assumes 28 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 $3,500. 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. Last revised 5-20-14 20 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 Project Schedule provided below: Last revised 5-20-14 21 Exhibit D Special Requirements None. Last revised 5-20-14 22 Iffl- FROM: Timothy R. Jonasson, P.E., Public Works Director/City Engineer DATE: December 30, 2014 RE: Professional Services Agreement with ClearSource Financial Consulting for County Service Area 152 Annual Assessment • and Tax Roll • Services Attached for your signature is the agreement (in electronic form) between ClearSource Financial Consulting and the City of La Quinta for the services referenced above. Reviews and signatures are being conducted electronically via the TRAKiT system. Please provide your • • and advise the City Clerk • you have done so. The City Clerk will conduct full execution and final distribution • the PSA.