2015-16 ClearSource Financial - Fee Study & Cost Allocation SrvTHIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and entered into by and
between the CITY OF LA QUINTA, ("Citya California municipal corporation, and ClearSource Financial
Consulting ("Consultant"). The parties hereto agree as follows:
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Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "Services' ervi c
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Consultant represents and warrants that Consultant is a provider of first-class services and Consultant i
experienced in performing the Services contemplated herein and, in light of such status and experien c'
Consultant covenants that it shall follow the highest professional standards in performing the Servic
required hereunder. For purposes of this Agreement, the phrase "highest professional standards" sh
mean those standards of practice recognized by one or more first-class firms performing similar servic
under similar circumstances.
1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance witl�
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governmental agency of competent jurisdiction.
1.3 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Consulta
shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by la
for the performance of the Services required by this Agreement, including a City of La Quinta busine
license. Consultant and its employees, agents, and subcontractors shall, at their sole cost and expens
keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that a
legally required for the performance of the Services required by this Agreement. Consultant shall have t
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sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, whi
11 i iip�Tffiif. I T01 W!i Citv. its electelf offici,21
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U111cers, elliAlUJeeb, dill. dge[ILS, ffee d11U f1dililleSS dgd111SL dily SIX. '00, 10- M111111, taxes,
interest levied, assessed, or imposed against City hereunder. Consultant shall be responsible for C
subcontractors' compliance with this Section.
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the Services are to be performed, if any, and fully acquainted itself with the conditions there existing, (c
Ionsultant discover any latent or unknown conditions materially differing from thoor as represented by CityConsultant shall immeately inform City ofand shall
proceed except at Consultant's risk until written instructions are received from the Contract Officer
defined in Section 4.2 hereof).
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Consultant's work will be held to a heightened standard of quality. Consistent with Section I
hereinabove, Consultant represents to City that it holds the necessary skills and abilities to satisfy t
heightened standard of quality as set forth in this Agreement. Consultant shall adopt reasonable metho
1.6 Additional Services. In accordance with the terms and conditions of this Agreemeril
Consultant shall perform services in addition to those specified in the Scope of Services ("Addition'
Services") only when directed to do so by the Contract Officer, provided that Consultant shall not
required to perform any Additional Services without compensation. Consultant shall not perform a I
Additional Services until receiving prior written authorization from the Contract Officer, incorporati
reasonably contemplated therein. It is specifically understood and agreed that oral requests and/
approvals of Additional Services shall be barred and are unenforeceable. Failure of Consultant to secu -
the Contract Officer's written authorization for Additional Services shall constitute a waiver of any and
right to adjustment of the Contract Sum or time to perform this Agreement, whether by way 0
compensation, restitution, quantum meruit, or the like, for Additional Services provided without t
appropriate authorization from the Contract Officer. Compensation for properly authorized Additioln.
Services shall be made in accordance with Section 2.3 of this Agreement.
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Special Requirements and any other provisions of this Agreement, the provisions of the Speci��
Requirements shall govern.
2.1 Contract Sum. For the Services rendered pursuant to this Agreement, Consultant shall
compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not
exceed twenty-eight thousand five hundred dollars ($28,500) (the "Contract Sum"), except as provided
Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lu
payment for time and materials based upon Consultant's rate schedule, but not exceeding the Contra
,al,
Sum, or such other methods as may be specified in the Schedule of Compensation. The Contract Sum sh
include the attendance of Consultant at all project meetings reasonably deemed necessary by Ci
Consultant shall not be entitled to any additional compensation for attending said meeting�
Compensation may include reimbursement for actual and necessary expenditures for reproduction cosV
transportation expense, telephone expense, and similar costs and expenses when and if specified in t
Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule
Last revised April 2O15 -2-
Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as providet
in Section 1.6 of this Agreement.
staff member who has provided Services and the number of hours assigned to each such staff memb
requested is for Services performed in accordance with the terms of this Agreement. Subject to retenti
pursuant to Section 8.3, City will pay Consultant for all items stated thereon which are approved by Ci
pursuant to this Agreement no later than thirty (30) days after invoices are received by the City's Flinan
any Additional Services unless prior written approval for the Additional Services is obtained from t
Contract Officer pursuant to Section 1.6 of this Agreement.
is understood that the City will suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this Agreement shall
performed diligently and within the time period established in Exhibit C (the "Schedule of Performan;e'
Contract Officer.
3.3 Force Majeure. The time period specified in the Schedule of Performance for performance
the Services rendered pursuant to this Agreement shall be extended because of any delays due
unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, b
not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quaranti
restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City,
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and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be fiq
and conclusive upon the parties to this Agreement. Extensions to time period in the Schedulle
Performance which are determined by the Contract Officer to be justified pursuant to this Section shall n
entitle the Consultant to additional compensation in excess of the Contract Sum.
Last revised April 2D15 -3-
3.4 Term. Unless earlier terminated in accordance with Sections 8.8 or 8.9 of this Agreement, t
term of this agreement shall commence on October 19, 2015, and terminate on June 30, 2016 ("Initi
Term"). Both parties ("Extended Term") may extend this Agreement for 1 additional year(s) upon mutull
a. Terry Madsen, President
E-mail: tmadsen@clearsourcefinancial.com
It is expressly understood that the experience, knowledge, capability, and reputation of t
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of t
foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, t
foregoing Principals shall be responsible during the term of this Agreement for directing all activities
Consultant and devoting sufficient time to personally supervise the Services hereunder. For purposes
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4.2 Contract Officer. The "Contract Officer" shall be the City Manager or such other person as mO
to assure t "I
th
be designated in writing by the City Manager of City. It shall be Consultant's responsibility h
the Contract Officer is kept informed of the progress of the performance of the Services, and Consulta
shall refer any decisions, that must be made by City to the Contract Officer. Unless otherwise specifi
herein, any approval of City required hereunder shall mean the approval of the Contract Officer' T
Contract Officer shall have authority to sign all documents on behalf of City required hereunder to carry 0
the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capabilit"
and reputation of Consultant, its principals, and its employees were a substantial inducement for City
enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract with a
other entity to perform in whole or in part the Services required hereunder without the express writt
approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigne
conveyed, hypothecated, or encumbered, voluntarily or by operation of law, without the prior writt
approval of City. Transfers restricted hereunder shall include the transfer to any person or group of perso
acting in concert of more than twenty five percent (25%) of the present ownership and/or control 10
Consultant, taking all transfers into account on a cumulative basis. Any attempted or purport
assignment or contracting by Consultant without City's express written approval shall be null, void, and 1#
no effect. No approved transfer shall release Consultant of any liability hereunder without the expre'l
consent of City.
Last revised April 2O15 -4-
contractor of City and shall remain at all times as to City a wholly independent contractor with only su
obligations as are consistent with that role. Consultant shall not at any time or in any manner represe
that it or any of its agents or employees are agents or employees of City. City shall not in any way or for a
purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint ventur
or a member of any joint enterprise with Consultant. Consultant shall have no power to incur any de
obligation, or liability on behalf of City. Consultant shall not at any time or in any manner represent that
or any of its agents or employees are agents or employees of City. Except for the Contract Sum paid
Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation
Consultant for performing the Services hereunder for City. City shall not be liable for compensation
indemnification to Consultant for injury or sickness arising out of performing the Services hereund
Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contra
Consultant and any of its employees, agents, and subcontractors providing services under this Agreeme
including but not limited to eligibility to enroll in the California Public Employees Retirement Syste
(TERS") as an employee of City and entitlement to any contribution to be paid by City for employ -
contributions and/or employee contributions for PERS benefits. Consultant agrees to pay all required tax
on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from a
and all taxes, assessments, penalties, and interest asserted against City by reason of the independe
contractor relationship created by this Agreement. Consultant shall fully comply with the worke
compensation laws regarding Consultant and Consultant's employees. Consultant further agrees
indemnify and hold City harmless from any failure of Consultant to comply with applica
compensation laws. City shall have the right to offset against the amount of any payment due to Consulta
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4.6 Ci1y Cooperation. City shall provide Consultant with any plans, publications, reports,
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i oi Me Term ol MIS Aglee[HU11t, 1003.1tain silalipioulle aFT MalindlP M 1,# 1SL anu tuAgeti
and submit concurrently with its execution of this Agreement, policies of insurance as set forth in Exhibi
(the "Insurance Requirements") which is incorporated herein by this reference anpd expressly made a
hereof.
6.0 INDEMNIFICATION.
Last revised April 2015 -5-
agents, and volunteers as set forth in Exhibit F ("Indemnification") which is incorporated herein by thFM
reference and expressly made a part hereof. I
7.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such repo
concerning Consultant's performance of the Services required by this Agreement as the Contract Offic
shall require. Consultant hereby acknowledges that City is greatly concerned about the cost of the Servic
to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becom rl
aware of any facts, circumstances, techniques, or events that may or will materially increase or decrea
the cost of the Services contemplated herein or, if Consultant is providing design services, the cost of t
project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstanc,.
technique, or event and the estimated increased or decreased cost related thereto and, if Consultant
providing design services, the estimated increased or decreased cost estimate for the project beir
7.2 Records. Consultant shall keep, and require any subcontractors to keep, such ledgers, boo
of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll report
studies, or other documents relating to the disbursements charged to City and the Services perform
hereunder (the "Books and Records"), as shall be necessary to perform the Services required by th
Agreement and enable the Contract Officer to evaluate the performance of such Services. Any and all su
Books and Records shall be maintained in accordance with generally accepted accounting principles a
shall be complete and detailed. The Contract Officer shall have full and free access to such Books a
Records at all times during normal business hours of City, including the right to inspect, copy, audit, a
make records and transcripts from such Books and Records. Such Books and Records shall be maintain
such Books and Records in the event any audit is required. In the event of dissolution of Consultan
business, custody of the Books and Records may be given to City, and access shall be provided
Consultant's successor in interest. Under California Government Code Section 8546.7, if the amount
public funds expended under this Agreement exceeds Ten Thousand Dollars ($ 10,000.00), this Agreeme
audit of City, for a period of three (3) years after final payment under this Agreement.
in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, 0
data stored digitally, magnetically, or in any other medium prepared or caused to be prepared
Consultant, its employees, subcontractors, and agents in the performance of this Agreement (t -
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for further employment or additional compensation as a result of the exercise by City of its full rights
ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse
assignment of such completed Documents and Materials for other projects and/or use of uncomplet
it
documents without specific written authorization by Consultant will be at City's sole risk and witho
liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, revise,
assignment. Consultant may retain copies of such Documents and Materials for its own use. Consulta
Last revised April 2D15 -6-
In the event City or any person, firm, or corporation authorized by City reuses said Documents a
Materials without written verification or adaptation by Consultant for the specific purpose intended,]
causes to be made or makes any changes or alterations in said Documents and Materials, City here
releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions
7.4 Licensing of Intellectual PWert -exclusive and perpetu
y. This Agreement creates a non
license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights
reproduction, and other intellectual property embodied in the Documents and Materials. Consultant sh
require all subcontractors, if any, to agree in writing that City is granted a non-exclusive and perpetu
license for the Documents and Materials the subcontractor prepares under this Agreement. Consulta
represents and warrants that Consultant has the legal right to license any and all of the Documents a
Materials. Consultant makes no such representation and warranty in regard to the Documents a
7.5 Release of Documents. The Documents and Materials shall not be released publicly withoff]
the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to a
other entity or person any information regarding the activities of City, except as required by law or
authorized by City. I
8.1 California Law. This Agreement shall be interpreted, construed, and governed both as
validity and to performance of the parties in accordance with the laws of the State of Californl�a. Legi
actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall
the event of such action. 4
8.2 Dispute . In the event of any dispute arising under this Agreement, the injured party sh
notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party sh
that if the default is an immediate danger to the health, safety, or general welfare, City may take su
immediate action as City deems warranted. Compliance with the provisions of this Section shall be
condition precedent to termination of this Agreement for cause and to any legal action, and su
Last revised April 2O15 -7-
1413 IN 0111C40 , tit 4 11116 11tJ,!JJI VDIM44
8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting pa
on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval is
any act by Consultant requiring City's consent or approval shall not be deemed to waive or rendi-
unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either pa
llfw-T,f 6faAt inisvitz �nreftrrg-&.-rf-9rc-rH=frR %6-zi-waiv6r tht &NIT&AT—Ed
other provision of this Agreement. I
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same or different times, of any other rights or remedies for the same default or any other defau,71t�y t
other party.
8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action,
law or at equity, to cure, correct, or remedy any default, to recover damages for any default, to comp
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any oth
remedy consistent with the purposes of this Agreement. I
described in the Scope of Services. City may withhold from any moneys payable on account of the Servic
performed by Consultant any accrued liquidated damages. In order for this section to apply, City sh
provide Consultant with any plans, publications, reports, statistics, records, or other data or informati
or through action by City within five business days.
8.8 Termination Prior To Expiration Of Term. This Section shall govern any termination of th
Agreement, except as specifically provided in the following Section 8.9 for termination for cause. Ci
reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) day
written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cea
all Services hereunder except such as may be specifically approved by the Contract Officer. Consultai
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Last revised April 2015 -8-
liable to the extent that the total cost for completion of the Services required hereunder exceeds t
and City may withhold any payments to Consultant for the purpose of setoff or partial payment of t
amounts owed City as previously stated in Section 8.3.
Rex 6"1 rX(TMfrC7T U11111SLILMIL, V dily SJxues I 11fuere
the event or any default or breach by City or for any amount which may become due to Consultant or to i
successor, or for breach of any obligation of the terms of this Agreement.
of the Contract Officer. Consultant agrees to at al ti es avoid conflicts of interest or the appearance of a
conflicts of interest with the interests of City in th pe ormance of this Agreement. i
No officer or employee of City shall have any financial interest, direct or indirect, in th
Agreement nor shall any such officer or employee participate in any decision relating to this AgreAeme
which he is, directly or indirectly, interested, in violation of any State statute or regulation. Consulta
warrants that it has not paid or given and will not pay or give any third party any money or oth
consideration for obtaining this Agreement.
Last revised April 2D15 -9-
that applicants are employed and that employees are treated during employment without regard to th
race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.
10.0 MISCELLANEOUS PROVISIONS
10.1 Notice. Any notice, demand, request, consent, approval, or communication either pa
desires or is required to give the other party or any other person shall be in writing and either sery
personally or sent by prepaid, first-class mail to the address set forth below. Either party may change ii
address by notifying the other party of the change of address in writing. Notice shall be deem
communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. I
To City: To Consultant:
CITY OF LA QUINTA CLEARSOURCE FINANCIAL CONSULTING
Attention: Frank Spevacek, Attention: Terry Madsen
City Manager President
78-495 Calle Tampico 7960 B Soquel Or, #363
La Quinta, California 92253 Aptos, CA 95003
10.3 Section headings and Subheading . The section headings and subheadings contained in th'
Agreement are included for convenience only and shall not limit or otherwise affect the terms of th
Agreement. I
#
10.5 Integrated Agreemen . This Agreement including the exhibits hereto is the entire, complete,
and exclusive expression of the understanding of the parties. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement supersedes and
the parties, and none shall be used to interpret this Agreement.
10.7 Severabili . In the event that any one or more of the articles, phrases, sentences, clause
paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable, su
invalidity or unenforceability shall not affect any of the remaining articles, phrases, sentences, clause
M # #
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Last revised April 2015 -10-
10.8 Unfair Business Practices Claims. In entering into this Agreement, Consultant offers a
agrees to assign to City all rights, title, and interest in and to all causes of action it may have und
Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing wi
f
Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases
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goods, services, or materials related to this Agreement. This assignment shall be made and becori
effective at the time City renders final payment to Consultant without further acknowledgment of t
parties.
10.9 No Third PaLly Beneficiaries. With the exception of the specific provisions set forth in ths
Agreement, there are no intended third -party beneficiaries under this Agreement and no such other thi
parties shall have any rights or obligations hereunder. I
Last revised April 2015 -11-
Digitally signed by Frank J. Spevacek
DN: serial Number=l n615nh0I202cvmj,
c=US, st=California, I=La Quinta, o—Frank
J. Spevacek, cn=Frank J. Spevacek
Date: 2015.10.22 17:54:43 -07'00'
FRANK J. SPEVACEK, City Manager
Dated:
w1w
Digitally signed by City of La Quinta
DN: seria[Number=6fmhzhdhvfjz93cr, c=US,
st=California, I=La Quinta, o=City of La
Quinta, cn=City of La Quinta
Date: 2015.10.23 08:16:49 -07'00'
SUSA N M,AY SELS, City Clerk La Quinta,
California
ell
BY
Name: Ter ry Madsen
Title: President
Dated:
By:
Name:
Title:
Dated:
#
M MIN. HI Mi 0 1 Wism 0 111
-1 0 IN
Last revised April 2015 -12-
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
State of California
County of Santa Cruz
On October 16, 2015 before me, Andrea Brandenburg, Notary Public
(insert name and title of the officer)
personally appeared Terry Madsen
4-4 OgIMIFW.M I I-0-mg a '"MA logo g
iNIOWN "M -1
1�# MILM# IUD 0111 12
I certify under rERALTT-*W-r F"?IU'-U-n--d-e--r Ine #e '-fate Or U omia I
paragraph is true and correct.
MON
Identify total cost of providing each City service with all applicable laws, statues and
regulations for public entities.
0 Review and interpret all read i ly-avai lable and published data sources such as the Citl
adopted budget, fee schedules, prior fee study etc
Meet with the City's leadership team to identify and discuss any known deficiencies in
current systems or fees
Compare service costs with existing recovery levels and identify recommended coM
recovery levels. Complete regional fee comparison. I
0 Recommend appropriate fees and charges based on the firm's analysis together with timl
appropriate subsidy percentage for those fees where full cost recovery or significa
immediate fee increases may be unrealistic.
Prepare and deliver presentations to the City to facilitate understanding of the study and
its implications for the City.
Prepare an deliver electronic versions of the comprehensive fee study report to the City and
all associated information.
Last revised April 2O15 EXHIBIT
Exhibit B
ST
With the exception of compensation for Additional Services, provided for in Section 2.3 of th
Agreement, the maximum total compensation to be paid to Consultant under this Agreement is twen
eight thousand five hundred dollars and zero cents ($ 28,500 ) ("Contract Sum"). The Contract Sum sh
be paid to Consultant in installment payments made on a monthly basis and in an amount identified
Lest revised April 2O1G EXHIBIT
MiNsir.rom ifiuff'.Tfllli��Tgm # i I # 11112,14 11111111111110411 Sri MUNIN I 11�11'
Work Task / Month
Oct
Nov
Dec
Jan
Feb
7
Comprehensive Fee Study
1
Meetings, Interviews, Data Gathering and Review
On -Site Mtg - Project Management Team
On -Site Mtg - Finance (Accounting, Budget)
On -Site Mtg - Service Providers (Multiple Mtgs per Dept.)
Data Gathering and Review
2
Comprehensive Review of Existing Fees, Rates and Charges
3
Cost of Service Calculations and Model Development
4
Cost Recovery Analysis and Fee Comparison
5
Recommend Fee Changes / Prepare Updated Fee Schedules
6
Prepare Fee Study Report
7
Presentation to City Council
8
Update and Deliver Final Documents/Files to the City
Cost Allocation Study
1
Meetings, Interviews, Data Gathering and Review
On -Site Mtg - Project Management Team
On -Site Mtg - Finance (Accounting, Budget)
Data Gathering and Review
2
Preliminary Development -Cost Allocation Plan and ISF Rate Schedules
3
Refinement -Cost Allocation Plan and ISF Rate Schedules
4
On -Site Mtgs - Review Draft Outcomes
5
Final Updates and Delivery of Cost Allocation Plan and ISF Rate Schedules
Last revised April 2O15 EXHIBIT
Last revised April 2O15 EXHIBIT
$ 1,000,000 (per occurrence)
$2,000,000 (general aggregate)
$ 1,000,000 (per accident)
Workers' Compensation
foregoing and naming City and its officers and employees as additional insured (on the Commerci
General Liability policy only) shall be delivered to and approved by City prior to commencement of t
services hereunder.
Consultant shall carry automobile liability insurance of $1,000,000 per accident against -
claims for injuries against persons or damages to property arising out of the use of any automobile
Consultant, its officers, any person directly or indirectly employed by Consultant, any subcontractor
It
to
cont
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ra
ct
autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage 40
fo
each such person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer 0
semi -trailer designed for travel on public roads. The automobile insurance policy shall contain
Last revised April 2015 EXHIBIT
Consultant shall provide written notice to City within ten (10) working days if: (1) any of t
deductible or self -insured retention is increased. In the event any of said policies of insurance a
cancelled, Consultant shall, prior to the cancellation date, submit new evidence of insurance
conformance with this Exhibit to the Contract Officer. The procuring of such insurance or the delivery
to indemnify City, its officers, employees, contractors, subcontractors, or agents.
E.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
insurancefrom anysums due under this Agreement.
b. Order Consultant to stop work under this Agreement and/or withhold any payment(
which become due to Consultant hereunder until Consultant demonstrates compliance with t
requirements hereof. I
C. Terminate this Agreement.
ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require
contractors, and subcontractors to do likewise. I
2. No liability insurance coverage provided to comply with this Agreement shall prohi
Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a los
Consultant agrees to waive subrogation rights against City regardless of the applicability of any insuran
proceeds, and to require all contractors and subcontractors to do likewise. I
manlyAlimmmulag
Last revised April 2O1G EXHIBIT
4. None of the coverages required herein will be in compliance with these requirements
in writing.
5. No liability policy shall contain any provision or definition that would serve to eliminat';
so-called "third party action over" claims, including any exclusion for bodily injury to an employee of thit
insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification a
additional requirements by the City, as the need arises. Consultant shall not make any reductions in sco
of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect Ci
protection without City's prior written consent. I
7. Proof of compliance with these insurance requirements, consisting of certificates
insurance evidencing all of the coverages required and an additional insured endorsement to Consultan
general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the eve
such proof of any insurance is not delivered as required, or in the event such insurance is canceled at a
it deems necessary to protect its interests under this or any other agreement and to pay the premium. A
Consultant, at City option.
8. It is acknowledged by the parties of this agreement that all insurance coverage requi ri
to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, no
contributing basis in relation to any other insurance or self-insurance available to City.
coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assum
all responsibility for ensuring that such coverage is provided in conformity with the requirements of th
section. Consultant agrees that upon request, all agreements with subcontractors and others engaged
the project will be submitted to City for review. I
10. Consultant agrees not to self -insure or to use any self -insured retentions or deductibi'm
on any portion of the insurance required herein (with the exception of professional liability coverage,
entity or person in any way involved in the performance of work on the project contemplated by th
agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible 0
self -insured retention, the deductible or self -insured retention must be declared to the City. At that time t
City shall review options with the Consultant, which may include reduction or elimination of the deductib
or self -insured retention, substitution of other coverage, or other solutions. 11
Last revised April 2O1G EXHIBIT
12. For purposes of applying insurance coverage only, this Agreement will be deemed
have been executed immediately upon any party hereto taking any steps that can be deemed to be
furtherance of or towards performance of this Agreement. I
14. Consultant will renew the required coverage annually as long as City, or its employe,"
or agents face an exposure from operations of any type pursuant to this agreement. This obligation appli
whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is n
effective until City executes a written statement to that effect. I
15. Consultant shall provide proof that policies of insurance required herein expiring durirn-
coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A covera—
binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insuran
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 obligatiola
of Consultant under this agreement. Consultant expressly agrees not to use any statutory immuni
defenses under such laws with respect to City, its employees, officials, and agents. i
17. Requirements of specific coverage features or limits contained in this section are n"
intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normal,
provided by any given policy. Specific reference to a given coverage feature is for purposes of clarificati
18. These insurance requirements are intended to be separate and distinct from any oth""
provision in this Agreement and are intended by the parties here to be interpreted as such. I
19. The requirements in this Exhibit supersede all other sections and provisions of thm
Agreement to the extent that any other section or provision conflicts with or impairs the provisions of th
Exhibit. i
20. Consultant agrees to be responsible for ensuring that no contract used by any pa
involved in any way with the project reserves the right to charge City or Consultant for the cost of addition
insurance coverage required by this agreement. Any such provisions are to be deleted with reference
City. It is not the intent of City to reimburse any third party for the cost of complying with the
requirements. There shall be no recourse against City for payment of premiums or other amounts wi
respect thereto.
Last revised April 2015 EXHIBIT
they are likely to involve City.
Lest revised April 2O15 EXHIBIT
a. Indemnification for Professional Liabili . When the law establishes a profession
standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant sh
indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of i
officials, employees, and agents ("Indemnified Parties") from and against any and all claims, losse
Mn
costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred
connection therewith and costs of investigation, to the extent same are cause in whole or in part by all
(or any entity or individual that Consultant shall bear the legal liability thereo� in the performance
professional services under this agreement. With respect to the design of public improvements, t
location otherthan that specified in ExhibitA without the written consent of the Consultant.
b. Indemnification for Other Than Professional Liabifty. Other than in the performance
professional services and to the full extent permitted by law, Consultant shall indemnify, defend (wi
counsel selected by City), and hold harmless the Indemnified Parties from and against any liabili
or in part, the performance of this Agreement by Co sultant or by any individual or entity for whi
Consultant is legally liable, including but not limited to officers, agents, employees, or subcontractors
F.2 Standard Indemnification Provisions. Consultant agrees to obtain executed indemnim
agreements with provisions identical to those set forth herein this section from each and eve
subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in t
performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations fro
Failure of City to monitor compliance with these requirements imposes no additional obligations on Ci
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City
set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive ttl
termination of this agreement orthis section.
Last revised April 2O15 EXHIBIT
Last revised April 2D15 EXHIBIT
MEMORANDUM
TO: Frank J. Spevacek, City Manager
FROM: Jaime Torres, Management Assistant
DATE: October 14, 2015
R E: Agreement between ClearSource Financial and the City for services
related to fee study and cost allocation services.
Please sign and return to the City Clerk for processing and distribution.
Requesting department shall check and attach the items below as appropriate:
®X Contract payments will be charged to account number: 101-1002-60101,
—X— A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with
—X_ no reportable interests in LQ or _ reportable interests
N/A A Conflict of interest Form 700 Statement of Economic Interests is net required because this Consultant does not
meet the definition in FPPC regulation 18701(2).
Authority to execute this agreement is based upon:
N/A Approved by the City Council on idaie
N/A City Manager's signature authority provided under Resolution No, 2005-095
Public Works projects for $30,000 or less
—X— City Manager's signature authority provided under Resolution No, 2005-096
Service agreements for $30,000 or less,
N/A City Manager's signature authority provided under Contract Change Order Policy
Contracts under $100,000= 10% max, contracts over $100,000= $25,000 max
The following required documents are aftached to the agreement:
—X— Insurance certificates as required by the agreement (initiated by Risk Manager on
N/A Performance bonds as required by the agreement (originals)
—X— City of La Quints Business License #UC-,0099193,,_Eration Date: 5J3112015
POLICY .: PHSD993722
Philadelphia Indemnity Insurance Co 1 Frank Vitale Insurance Agency
NAMEDINSURED CLEARSOURCE FINANCIAL CONSULTING
MAILING ADDRESS 7960 Soquel Dr Ste B363
POLICY PERIOD- FROM 1 / 9/ 01 TO 12/09/2015 at
: 1 A M. Standard Time at your mailing address shown above.
CHANGE EFFECTIVE 12/09/2014 CHANGE# 1
DESCRIPTION
In consideration of the premium reflected, the policy is amended as indicated below -
The following endorsement has been added to the policy:
ADDITIONAL INSURED - OWNERS, ,, LESSEES OR CONTRACTORS R - SCHEDULED PERSON
ORGANIZATION
Path Ili 8520989
Total Annual Total Prorate
Additional/Return Premium $ 0.00 Akdditional[Retum Premium 0.00
NO CHANGE NO CHANGE
COUNTERSIGNED BY
(Elate) (Authorized Representative)
1 /30/ 01
Issue Cate Insured Copy Page I of 1
THIS ENDORSEMENT CHANGES THE Y. PLEASE READ IT CAREFULLY
ADDITIONAL INSURED - OWNERS, LESSEES OFF CONTRACTORS'- SCHEDULED PERSON 0
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY,
ADDITIONAL INSURED _ OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following,
BUSINESSOWNERS LIABILITY COVERAGE FORM
SCHEDULE
Name of Person or Organization:
City of La4uinta its officers, employees, contractors subcontractors and
agents
78495> Calle_ Tampico
La Quanta, CA 923-2833
(If no entry appears above, information required to complete this
endorsement will be shown in the Declarations as applicable to the
endorsement.)
Who is An insured (Section C) is amended to include as an insured the person
or organization shown in the Schedule, but only with respect to liability
arising out of your ongoing operations performed for that insured.
All other terms and conditions of this Policy remain unchanged.
"age I of 1
28MUMM
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1110,111 1111
policy.
Throughout this endorsement the words "you" and "your refer to the Named Insured shown in the
Declarations. The words"we", 'us" and "our refer to the Company providing this insurance.
Part J., Propq:!y CoveMe Enhancements.,
The following amendments are a part of the BUSINESSOWNERS SPECIAL PROPERTY
COVERAGEFORM.-
1. Increased Glass Limits
b. With respect to glass (other than glass building blocks) that is, part of the interior of a building
or structure, or part of an outdoor sign, we Will not pay more than $3,000 for the total of all
loss ordamage in any one occurrence.
This Limitation does not apply to loss or damage by the "specifled causes of loss", except
vandalism.
c:. Fire Department Service Charge
When the fire department is called to save or protect Covered Property from a Covered Cause
of Loss, we will pay up to $3,000 for your liability for fire department service charges-
(1) Assumed by contract or agreement prior to loss-, or
(2) Required by local ordinance.
111111111111111111,111111 11j111rI!11ll1jj1j11II� lliliiilIjilll�liil�rl Ir llii� 19
I. Civil Authority
We will pay for the actual loss of Business Income you sustain and necessary Extra Expense
caused by action of civil authority that prohibits access to the described premises due to direct
physical loss of or damage to property, other than at the described premises, caused by or
resulting • any Covered Cause of Loss.
The coverage for Business Income will begin 48 hours after the time of that action and will
apply for a period of up to three consecutive weeks after coverage begins.
Page I of 5
Includes Emiright material of the Insurance Services Office Inc. used m6th fts,2ggll
and ends:
(1) 5 Gonsecutive weeks after the time of that action,, or
(2) When your Business Income coverage ends-, whichever is later.
!WIN [47 M
lu"ANNIN RON
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b. Personal Property located in or on the buildings at the described premises or in the open or
in a vehicle) within 1,250 feet of the described premises, including:
b. Personal Property Off Promises
You may extend the insurance that applies to Business Personal Property to apply to covered
Business Personal Property, other than "money" and "secudfies!', "valuable papers and
records" or accounts receivable, while it is in the course of transit or temporarily at a premises
you do not own, lease or operate. The most we will pay for loss or damage under this
Extension is $10,000.
EMU=
lm. R «. R i..
c. Outdoor Property
You may extend the insurance provided by this policy to apply to your outdoor fences, radio
and television antennas (including satellite dishes), signs (other than signs attached to
buildings), trees, shrubs and plants, including debris removal expense, caused by or resulting
from any of the following causes of loss:
(1) Fire;
(2) Lightning;
(3) Explosion;
(4) Riot or Civil Commotion; or
(5) Aircraft.
The most we will pay for loss or damage under this Extension is $5,000, but not more than
$1,000 for any one tree, shrub or plant.
You may extend the insurance provided by this coverage form to cover expenses you incur to
recharge portable fire extinguishers, dry chemical, carbon dioxide, or liquid automatic fire
-161W
Page 2 of 5
Includes copyright material of the Insurance Services Office, Inc. used with its permission,
MENUM
1 11 11 � III
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I
to replace exterior or interior door locks of a covered building:
a) If your door keys are stolen in a covered theft loss-, or
b) When your property is damaged and your door keys are stolen by the burglars.
39=
BackI of sewers will not be eyclude,.t. but t'I In
Part 2; LjjW!j1y lovers ggLjEnhance ments-
The following amendments are a part of the BUSINESSOWNERS LIABILITY COVERAGE FORM:
1. Medical Payments
If Medical Payments Coverage (Coverage A.2) is not otherwise excluded from this Coverage Part:
The Medical Expense Limit is changed subject to all the terms of Limits Of Insurance (Section D) to
the greater of
a. $10,000; or
b. The Medical Expense Limit shown in the Declarations of this Coverage Part.
2. Supplementary Payments
In the Supplementary Payments — (Coverage A.l.d.)-.
I. The limit for the cost of bail bonds (item (2)) is changed from $250 to $500; and
2. The limit for loss of earnings (item (4)) is changed fro; O a day to $500 a day.
m2m���"
the negligence of the Named Insured:
Each of the following is also an Insured -
a. any Contractor, including contracting governmental entities, who hires you as: their
subcontractor-,
b. any person or organization who has an ownership interest in you;
c. any lessor of leased equipment, who rents equipment to you, but only with respect to
Iiabil4 arising out of the maintenance, operation, or use by you, provided however that this
Page 3 of 5
Inc
I
X�.,
item c. will not apply to (1) any occurrence which takes place after the equipment lease
expires; nr (2) "Bodily Injury" or "Property Damage" arising out of the negligence of the
lessor or contractor engaged to operate the [eased equipment, and
d. any owner, mortgagor, lessor, landlord, condominium associaiion or manager of a
premises feased by you, but only for "occurrences" that take place while you occupy the
premises, provided however that this item d. will not apply to structural alterations, new
construction, or demolition operations; and
IN 11 ATITrIM11111111 I - A - I Y.
11 M , - - 0
IMMININ"I'll, ILI", - A - I - 11 10
"Bodily Injuryo:
a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish
resulting from any of these- and
b. Except for mental anguish, includes death resulting from the foregoing (item a. above) at any
time.
If we revise this endorsement to provide more coverage without additional premium charge, we will
effective in your state.
;1mr-11111 1!,111171111 i! ii[F!
(8) We will pay on your behalf defense costs incurred by an "employee' in a criminal proceeding,
provided, however that you must have a prior written agreement with such "employee'
whereby you agree to indemnify the "employee"for such defense costs, and the agreement
includes a provision for repayment of defense costs in the event of an adverse judgment. The
most we will pay for any "employee" who is alleged to be directly involved in a criminal
proceeding is $2,500 regardless of the number of employees, claims or'�Suite'brought or
persons or organizations making claims or bringing "suits."
CEMM���
b. All other injury or damage, including medical expenses, arising from all "occurrences" durint
the policy period is three times the Liability and Medical Expenses limit. This limitation does
not apply to "property damage" to premises while rented to you or temporarily occupied by
' h permission of the owner, arising out of fire or explosion.
you wit
Page 4 of 5
includes copyright material of the Insurance Services Office. m used wfth its Q2LULsj"
Up. -WEL=#flMMUL6=-
and the existence of other insurance will not serve to reduce our obligation,
2. You will have the right to waive our rights of recovery prior to a loss with respect to any party. This must
► done in writing toaffed • rights.
Page 5 of 5
Includes copyright material of the Insurance Services Of Inc. used with its permission,
MW
V-W-A
City of La Quintana
its officers, employers, contractors,
Date Initial Filing
STATEMENT OF ECONOMIC INTERESTS Received
COVER PAGE
Please type or print in ink
NAME Of FILER (LAST) (FIRST) (MIDDLE)
Madsen Terence Michael
1. Office, Agency, or Court
Agency Name (Do not use acronyms)
ClearSource Financial Consulting
Division, Board, Department, District, if applicable Your position
o, If filing for multiple positions, list below or on an attachment. (Do not use acronyms)
Agency: Position:
2. Jurisdiction Of Office (Chea at kast one box)
El state
F1 Multi -County
F] C4 of —
3. Type of Statement (Check at kast one b04
El County of
RI other Consultant for City of La Quinta
Annual: The period covered is January 1, 2014, through El Leaving Office: Date Left
-or- December 31, 2014. (Check one)
The period covered is I l through 0 The period covered is January 1, 2014, through the date of
December 31, 2014, leaving office.
F1 Assuming Office. Date assumed 1 0 The period covered is through
the date of leaving office.
F] Candidate. Election year and office sought, if different than Part I ;
Schedule Summary
Check applicable schedules or "None." � Total number of pages including this cover page:
E] Schedule A-1 - Investments — schedule attached [] Schedule C - Income, Loans, & Business Positions — schedule attached
[I Schedule A-2 - Investments — schedule attached E] Schedule D - Income — of — schedule attached
El Schedule B - Real Property — schedule attached Schedule E - Income — Gifts — Travel Payments — schedule aftached
-or-
None - No reportable interests on any schedule
PUMMM
MAILING ADDRESS STREET CITY STATE ZIP CODE
(Busmoss or Agency Address Recommended - Pubic Documenll
7960 B Soquel Drive #363 Aptos CA 95003
E-ML ADDRESS
831 ) 288-0608
I have used all reasonable diligence in preparing this statement. I have reviewed this statement and to the best of my knowledge the information contained
herein and in any attached schedules is true and complete, I acknowledge this is a public document,
1=1111111LI11", Inv =1 - [W.
Date Signed Signature
(month, day, years tFffd the cviginafry signed statement w9h your RM officraf)
FPFC Form 7DO (2014/2015)
FPPC Advice Email. advice @ f ppc.cagov
FPPC Toll -Free Helpline: 966/275-3772 www.fppc.ca.gov