2024-27 Tracker - Investment Reporting & Analytics SoftwareMEMORANDUM
DATE: June 19, 2024
TO: Jon McMillen, City Manager
FROM: Rosemary Ha!lick, Principal Management Analyst
RE: Tracker - Investment Reporting and Analytics Software FY 24-27
i::lE.lEl)H.NE.1
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or
amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name.
✓
Authority to execute this agreement is based upon:
Approved by City Council on
City Manager's signing authority provided under the City's Purchasing Policy
[Resolution No. 2023-008] for budget expenditures of $50,000 or less.
Department Director's or Manager's signing authority provided under the City's
Purchasing Policy [Resolution No. 2023-008] for budget expenditures of $15,000 and
$5,000, respectively, or less.
Bid
Sole Source
Procurement Method (one must apply):
RFQ n 3 written informal bids
RFP
Select Source Cooperative Procurement
Requesting department shall check and attach the items below as appropriate:
Agreement payment will be charged to Account No.:
Agreement term:
502-0000-71049 $15,195
502-0000-60301 $9,540 per year (x3)
Start Date July 1, 2024 End Date
June 30, 2027
Amount of Agreement, Amendment, Change Order, etc.: $ 43,815
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
nInsurance certificates as required by the Agreement for Risk Manager approval
Approved by: Laurie McGinley Date: 7/2/2024
Bonds (originals) as required by the Agreement (Performance, Payment, etc.)
Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is
required pursuant FPPC regulation 18701(2)
Business License No. PENDING Expires:
Requisition for a Purchase Order has been prepared (Agreements over $5,000)
AGREEMENT FOR CONTRACT SERVICES
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 Tracker, a division of C2 LLC, a Limited Liability Corporation, with a
place of business at 106 Langtree Village Drive Suite 301, Mooresville, North Carolina,
28117 ("Contracting Party"). The parties hereto agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contracting Party shall provide those services related to Investment
Reporting and Analytics Software, as specified in the "Scope of Services" attached
hereto as "Exhibit A" and incorporated herein by this reference (the "Services").
Contracting Party represents and warrants that Contracting Party is a provider of first-
class work and/or services and Contracting Party is experienced in performing the
Services contemplated herein and, in light of such status and experience, Contracting
Party covenants that it shall follow industry standards in performing the Services required
hereunder, and that all materials, if any, will be of good quality, fit for the purpose
intended. For purposes of this Agreement, the phrase "industry standards" shall mean
those standards of practice recognized by one or more first-class firms performing similar
services under similar circumstances.
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 and any Federal, State, or local governmental agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable
Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Contracting Party 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, including a City of La Quinta business license. Contracting Party and its
employees, agents, and subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits, and approvals
that are legally required for the performance of the Services required by this Agreement.
Contracting Party 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,
and shall indemnify, defend (with counsel selected by City), and hold City, its elected
officials, officers, employees, and agents, free and harmless against any such fees,
assessments, taxes, penalties, or interest levied, assessed, or imposed against City
hereunder. Contracting Party shall be responsible for all subcontractors' compliance with
this Section.
1.5 Familiarity with Work. By executing this Agreement, Contracting Party
warrants that (a) it has thoroughly investigated and considered the Services to be
performed, (b) it has investigated the site where the Services are to be performed, if any,
and fully acquainted itself with the conditions there existing, (c) it has carefully considered
how the Services should be performed, and (d) it fully understands the facilities,
difficulties, and restrictions attending performance of the Services under this Agreement.
Should Contracting Party discover any latent or unknown conditions materially differing
from those inherent in the Services or as represented by City, Contracting Party shall
immediately inform City of such fact and shall not proceed except at Contracting Party's
risk until written instructions are received from the Contract Officer, or assigned
designee (as defined in Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and understands that
the Services contracted for under this Agreement require specialized skills and abilities
and that, consistent with this understanding, Contracting Party's work will be held to an
industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove,
Contracting Party represents to City that it holds the necessary skills and abilities to satisfy
the industry standard of quality as set forth in this Agreement. Contracting Party shall
adopt reasonable methods during the life of this Agreement to furnish continuous
protection to the Services performed by Contracting Party, 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 Services
by City, except such losses or damages as may be caused by City's own negligence.
The performance of Services by Contracting Party shall not relieve Contracting Party 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 Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions of this
Agreement, Contracting Party shall perform services in addition to those specified in the
Scope of Services ("Additional Services") only when directed to do so by the Contract
Officer, or assigned designee, provided that Contracting Party shall not be required to
perform any Additional Services without compensation. Contracting Party shall not
perform any Additional Services until receiving prior written authorization (in the form of
a written change order if Contracting Party is a contractor performing the Services) from
the Contract Officer, or assigned designee, incorporating therein any adjustment in
(i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said
adjustments are subject to the written approval of Contracting Party. It is expressly
understood by Contracting Party that the provisions of this Section shall not apply to the
Services specifically set forth in the Scope of Services or reasonably contemplated
therein. It is specifically understood and agreed that oral requests and/or approvals of
Additional Services shall be barred and are unenforceable. Failure of Contracting Party
to secure the Contract Officer's, or assigned designee's written authorization for
Additional Services shall constitute a waiver of any and all right to adjustment of the
Contract Sum or time to perform this Agreement, whether by way of compensation,
restitution, quantum meruit, or the like, for Additional Services provided without the
appropriate authorization from the Contract Officer, or assigned designee.
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Compensation for properly authorized Additional Services shall be made in accordance
with Section 2.3 of this Agreement.
1.8 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"), which is incorporated herein by this reference and expressly made a part
hereof. 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. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this Agreement,
Contracting Party shall be compensated in accordance with "Exhibit B" (the "Schedule of
Compensation") in a total amount not to exceed Forty -Three Thousand, Eight Hundred,
Fifteen Dollars ($43,815), encompassing the Initial Term (the "Contract Sum"), except
as provided in Section 1.7. The method of compensation set forth in the Schedule of
Compensation may include a lump sum payment upon completion, payment in
accordance with the percentage of completion of the Services, payment for time and
materials based upon Contracting Party's rate schedule, but not exceeding the Contract
Sum, or such other reasonable methods as may be specified in the Schedule of
Compensation. The Contract Sum shall include the attendance of Contracting Party at
all project meetings reasonably deemed necessary by City; Contracting Party shall not
be entitled to any additional compensation for attending said meetings. 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, Contracting Party's overall compensation shall
not exceed the Contract Sum, except as provided in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting Party wishes
to receive payment, Contracting Party 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
Contracting Party specifying that the payment requested is for Services performed in
accordance with the terms of this Agreement. Upon approval in writing by the Contract
Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will
pay Contracting Party for all items 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.
2.3 Compensation for Additional Services. Additional Services approved in
advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this
Agreement shall be paid for in an amount agreed to in writing by both City and Contracting
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Party in advance of the Additional Services being rendered by Contracting Party. Any
compensation for Additional Services amounting to five percent (5%) or less of the
Contract Sum may be approved by the Contract Officer, or assigned designee. Any
greater amount of compensation for Additional Services must be approved by the La
Quinta City Council, the City Manager, or Department Director, depending upon City laws,
regulations, rules and procedures concerning public contracting. Under no circumstances
shall Contracting Party receive compensation for any Additional Services unless prior
written approval for the Additional Services is obtained from the Contract Officer, or
assigned designee, pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement. If the Services not completed in accordance with the Schedule of
Performance, as set forth in Section 3.2 and "Exhibit C", it is understood that the City will
suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period established in "Exhibit
C" (the "Schedule of Performance"). Extensions to the time period specified in the
Schedule of Performance may be approved in writing by the Contract Officer, or
assigned designee.
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 Contracting Party, 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 Contracting Party shall within ten (10) days of the
commencement of such delay notify the Contract Officer, or assigned designee, in
writing of the causes of the delay. The Contract Officer, or assigned designee, 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 the Contract Officer's judgment
such delay is justified, and the Contract Officer's determination, or assigned designee,
shall be final and conclusive upon the parties to this Agreement. Extensions to time
period in the Schedule of Performance which are determined by the Contract Officer, or
assigned designee, to be justified pursuant to this Section shall not entitle the
Contracting Party to additional compensation in excess of the Contract Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions in
Article 8.0 of this Agreement, the term of this agreement shall commence on July 1, 2024,
and terminate on June 30, 2027 ("Initial Term"). This Agreement may be extended for
three (3) additional year(s) upon mutual agreement by both parties ("Extended Term")
and executed in writing.
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4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of Contracting
Party ("Principals") are hereby designated as being the principals and representatives of
Contracting Party authorized to act in its behalf with respect to the Services specified
herein and make all decisions in connection therewith:
Cathleen Crawford
(512) 402-5873
ccrawford@trackerus.com
Laura Stewart
(805) 845-9616
Istewart(a�tracker.us.com
David Silvas
(888) 327-1422
dsilvastracker.us.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 Contracting Party and devoting sufficient
time to personally supervise the Services hereunder. For purposes of this Agreement,
the foregoing Principals may not be changed by Contracting Party and no other personnel
may be assigned to perform the Services required hereunder without the express written
approval of City.
4.2 Contract Officer. The "Contract Officer", otherwise known as Rosemary
Ha!lick, Principal Management Analyst, or assigned designee, may be designated
in writing by the City Manager of the City. It shall be Contracting Party's responsibility to
assure that the Contract Officer, or assigned designee, is kept informed of the progress
of the performance of the Services, and Contracting Party shall refer any decisions, that
must be made by City to the Contract Officer, or assigned designee. Unless otherwise
specified herein, any approval of City required hereunder shall mean the approval of the
Contract Officer, or assigned designee. The Contract Officer, or assigned designee,
shall have authority to sign all documents on behalf of City required hereunder to carry
out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability, and reputation of Contracting Party, its principals, and its
employees were a substantial inducement for City to enter into this Agreement. Except
as set forth in this Agreement, Contracting Party shall not contract or subcontract with
any other entity to perform in whole or in part the Services required hereunder without the
express written approval of City. In addition, neither this Agreement nor any interest
herein may be transferred, assigned, conveyed, hypothecated, or encumbered,
voluntarily or by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of persons acting in
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concert of more than twenty five percent (25%) of the present ownership and/or control
of Contracting Party, taking all transfers into account on a cumulative basis. Any
attempted or purported assignment or contracting or subcontracting by Contracting Party
without City's express written approval shall be null, void, and of no effect. No approved
transfer shall release Contracting Party of any liability hereunder without the express
consent of City.
4.4 Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode, or means by which Contracting Party, its agents, or
its employees, perform the Services required herein, except as otherwise set forth herein.
City shall have no voice in the selection, discharge, supervision, or control of Contracting
Party's employees, servants, representatives, or agents, or in fixing their number or hours
of service. Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent contractor
with only such obligations as are consistent with that role. Contracting Party shall not at
any time or in any manner represent that it or any of its agents or employees are agents
or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Contracting Party in its business or otherwise or a joint venture or a
member of any joint enterprise with Contracting Party. Contracting Party shall have no
power to incur any debt, obligation, or liability on behalf of City. Contracting Party shall
not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. Except for the Contract Sum paid to Contracting Party as
provided in this Agreement, City shall not pay salaries, wages, or other compensation to
Contracting Party for performing the Services hereunder for City. City shall not be liable
for compensation or indemnification to Contracting Party for injury or sickness arising out
of performing the Services hereunder. Notwithstanding any other City, state, or federal
policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its
employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public Employees
Retirement System ("PERS") as an employee of City and entitlement to any contribution
to be paid by City for employer contributions and/or employee contributions for PERS
benefits. Contracting Party agrees to pay all required taxes on amounts paid to
Contracting Party under this Agreement, and to indemnify and hold City harmless from
any and all taxes, assessments, penalties, and interest asserted against City by reason
of the independent contractor relationship created by this Agreement. Contracting Party
shall fully comply with the workers' compensation laws regarding Contracting Party and
Contracting Party's employees. Contracting Party further agrees to indemnify and hold
City harmless from any failure of Contracting Party to comply with applicable workers'
compensation laws. City shall have the right to offset against the amount of any payment
due to Contracting Party under this Agreement any amount due to City from Contracting
Party as a result of Contracting Party's failure to promptly pay to City any reimbursement
or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party represents that it
employs or will employ at its own expense all personnel required for the satisfactory
performance of any and all of the Services set forth herein. Contracting Party represents
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that the Services required herein will be performed by Contracting Party or under its direct
supervision, and that all personnel engaged in such work shall be fully qualified and shall
be authorized and permitted under applicable State and local law to perform such tasks
and services.
4.6 City Cooperation. City shall provide Contracting Party with any plans,
publications, reports, statistics, records, or other data or information pertinent to the
Services to be performed hereunder which are reasonably available to Contracting Party
only from or through action by City.
5. INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this Agreement and
throughout the duration of the term of this Agreement, Contracting Party shall procure
and maintain, at its sole cost and expense, and submit concurrently with its execution of
this Agreement, policies of insurance as set forth in "Exhibit E" (the "Insurance
Requirements") which is incorporated herein by this reference and expressly made a part
hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance
to Agency along with all required endorsements. Certificate of Insurance and
endorsements must be approved by Agency's Risk Manager prior to commencement of
performance.
6. INDEMNIFICATION.
6.1 Indemnification. To the fullest extent permitted by law, Contracting Party
shall indemnify, protect, defend (with counsel selected by City), and hold harmless City
and any and all of its officers, employees, agents, and volunteers as set forth in "Exhibit
F" ("Indemnification") which is incorporated herein by this reference and expressly made
a part hereof.
7. RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit to the
Contract Officer, or assigned designee, such reports concerning Contracting Party's
performance of the Services required by this Agreement as the Contract Officer, or
assigned designee, shall require. Contracting Party hereby acknowledges that City is
greatly concerned about the cost of the Services to be performed pursuant to this
Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes
aware of any facts, circumstances, techniques, or events that may or will materially
increase or decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed, Contracting Party
shall promptly notify the Contract Officer, or assigned designee, of said fact,
circumstance, technique, or event and the estimated increased or decreased cost related
thereto and, if Contracting Party is providing design services, the estimated increased or
decreased cost estimate for the project being designed.
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7.2 Records. Contracting Party shall keep, and require any subcontractors to
keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports
(including but not limited to payroll reports), studies, or other documents relating to the
disbursements charged to City and the Services performed hereunder (the "Books and
Records"), as shall be necessary to perform the Services required by this Agreement and
enable the Contract Officer, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in accordance with
generally accepted accounting principles and shall be complete and detailed. The
Contract Officer, or assigned designee, shall have full and free access to such Books
and Records at all times during normal business hours of City, including the right to
inspect, copy, audit, and make records and transcripts from such Books and Records.
Such Books and Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such Books and
Records in the event any audit is required. In the event of dissolution of Contracting
Party's business, custody of the Books and Records may be given to City, and access
shall be provided by Contracting Party's successor in interest. Under California
Government Code Section 8546.7, if the amount of public funds expended under this
Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject
to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period of three (3) years after final payment under this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps, designs,
photographs, studies, surveys, data, notes, computer files, reports, records, documents,
and other materials plans, drawings, estimates, test data, survey results, models,
renderings, and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings, digital renderings, or data
stored digitally, magnetically, or in any other medium prepared or caused to be prepared
by Contracting Party, its employees, subcontractors, and agents in the performance of
this Agreement (the "Documents and Materials") shall be the property of City and shall be
delivered to City upon request of the Contract Officer, or assigned designee, or upon
the expiration or termination of this Agreement, and Contracting Party shall have no claim
for further employment or additional compensation as a result of the exercise by City of
its full rights of ownership use, reuse, or assignment of the Documents and Materials
hereunder. Any use, reuse or assignment of such completed Documents and Materials
for other projects and/or use of uncompleted documents without specific written
authorization by Contracting Party will be at City's sole risk and without liability to
Contracting Party, and Contracting Party's guarantee and warranties shall not extend to
such use, revise, or assignment. Contracting Party may retain copies of such Documents
and Materials for its own use. Contracting Party shall have an unrestricted right to use
the concepts embodied therein. All subcontractors shall provide for assignment to City
of any Documents and Materials prepared by them, and in the event Contracting Party
fails to secure such assignment, Contracting Party shall indemnify City for all damages
resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized by City
reuses said Documents and Materials without written verification or adaptation by
Contracting Party for the specific purpose intended and causes to be made or makes any
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changes or alterations in said Documents and Materials, City hereby releases,
discharges, and exonerates Contracting Party from liability resulting from said change.
The provisions of this clause shall survive the termination or expiration of this Agreement
and shall thereafter remain in full force and effect.
7.5 Licensing of Intellectual Property. This Agreement creates a non-exclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all
copyrights, designs, rights of reproduction, and other intellectual property embodied in
the Documents and Materials. Contracting Party shall require all subcontractors, if any,
to agree in writing that City is granted a non-exclusive and perpetual license for the
Documents and Materials the subcontractor prepares under this Agreement. Contracting
Party represents and warrants that Contracting Party has the legal right to license any
and all of the Documents and Materials. Contracting Party makes no such representation
and warranty in regard to the Documents and Materials which were prepared by design
professionals other than Contracting Party or provided to Contracting Party by City. City
shall not be limited in any way in its use of the Documents and Materials at any time,
provided that any such use not within the purposes intended by this Agreement shall be
at City's sole risk.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer, or assigned
designee, or as required by law. Contracting Party 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.
7.7 Confidential or Personal Identifying Information. Contracting Party
covenants that all City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussion notes, or
other information, if any, developed or received by Contracting Party or provided for
performance of this Agreement are deemed confidential and shall not be disclosed by
Contracting Party to any person or entity without prior written authorization by City or
unless required by law. City shall grant authorization for disclosure if required by any
lawful administrative or legal proceeding, court order, or similar directive with the force of
law. All City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussions, or other
information shall be returned to City upon the termination or expiration of this Agreement.
Contracting Party's covenant under this section shall survive the termination or expiration
of this Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed, and
governed 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
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Contracting Party covenants and agrees to submit to the personal jurisdiction of such
court in the event of such action.
8.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefore. The injured party shall continue performing its obligations hereunder so long
as the injuring party commences to cure such default within ten (10) days of service of
such notice and completes the cure of such default within forty-five (45) days after service
of the notice, or such longer period as may be permitted by the Contract Officer, or
assigned designee; provided that if the default is an immediate danger to the health,
safety, or general welfare, City may take such immediate action as City deems warranted.
Compliance with the provisions of this Section shall be a condition precedent to
termination of this Agreement for cause and to any legal action, and such compliance
shall not be a waiver of any party's right to take legal action in the event that the dispute
is not cured, provided that nothing herein shall limit City's right to terminate this
Agreement without cause pursuant to this Article 8.0. During the period of time that
Contracting Party is in default, City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alternative, City may, in its sole
discretion, elect to pay some or all of the outstanding invoices during any period of default.
8.3 Retention of Funds. City may withhold from any monies payable to
Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of Contracting
Party in the performance of the Services required by this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or remedy of a
non -defaulting party on any default shall impair such right or remedy or be construed as
a waiver. City's consent or approval of any act by Contracting Party requiring City's
consent or approval shall not be deemed to waive or render unnecessary City's consent
to or approval of any subsequent act of Contracting Party. Any waiver by either party of
any default must be in writing and shall not be a waiver of any other default concerning
the same or any other provision of this Agreement.
8.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies
of the parties are cumulative and the exercise by either party of one or more of such rights
or remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, at law or at equity, to cure, correct, or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes
of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern any
termination of this Agreement, except as specifically provided in the following Section for
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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 Contracting Party. Upon
receipt of any notice of termination, Contracting Party shall immediately cease all
Services hereunder except such as may be specifically approved by the Contract Officer,
or assigned designee. Contracting Party 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, or assigned designee, thereafter in accordance with
the Schedule of Compensation or such as may be approved by the Contract Officer, or
assigned designee, except amounts held as a retention pursuant to this Agreement.
8.8 Termination for Default of Contracting Party. If termination is due to the
failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party
shall vacate any City -owned property which Contracting Party is permitted to occupy
hereunder and City may, after compliance with the provisions of Section 8.2, take over
the Services and prosecute the same to completion by contract or otherwise, and
Contracting Party 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 Contracting Party for the purpose of setoff or partial payment of the amounts
owed City.
8.9 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which may be granted, whether legal or equitable, shall be entitled to reasonable
attorneys' fees; provided, however, that the attorneys' fees awarded pursuant to this
Section shall not exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of the litigation.
Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled
to attorneys' fees shall be entitled to all other reasonable costs for investigating such
action, taking depositions and discovery, and all other necessary costs the court allows
which are incurred in such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment. The court may set such fees in the same action or in a separate
action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non -liability of City Officers and Employees. No officer, official, employee,
agent, representative, or volunteer of City shall be personally liable to Contracting Party,
or any successor in interest, in the event or any default or breach by City or for any amount
which may become due to Contracting Party or to its successor, or for breach of any
obligation of the terms of this Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any
officer or principal of it, has or shall acquire any interest, directly or indirectly, which would
conflict in any manner with the interests of City or which would in any way hinder
-11-
Contracting Party's performance of the Services under this Agreement. Contracting Party
further covenants that in the performance of this Agreement, no person having any such
interest shall be employed by it as an officer, employee, agent, or subcontractor without
the express written consent of the Contract Officer, or assigned designee. Contracting
Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts
of interest with the interests of City in the performance of this Agreement.
No officer or employee of City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to this Agreement which effects his financial interest or the financial
interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. Contracting Party warrants that
it has not paid or given and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants that, by and
for itself, its heirs, executors, assigns, and all persons claiming under or through them,
that there shall be no discrimination against or segregation of, any person or group of
persons on account of any impermissible classification including, but not limited to, race,
color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in
the performance of this Agreement. Contracting Party shall take affirmative action to
ensure that applicants are employed and that employees are treated during employment
without regard to their race, color, creed, religion, sex, marital status, sexual orientation,
national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give the other party or any other person shall be in
writing and either served personally or sent by prepaid, first-class mail to the address set
forth below. Either party may change its address by notifying the other party of the change
of address in writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City:
CITY OF LA QUINTA
Attention: Rosemary Hallick
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
C2, LLC dba Tracker
Attention: David Silvas
106 Langtree Village Drive Suite 301
Mooresville, NC 28117
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply.
-12-
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only and shall not
limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and such counterparts shall constitute one and
the same instrument.
10.5 Integrated Agreement. 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 cancels any and all previous
negotiations, arrangements, agreements, and understandings, if any, between the
parties, and none shall be used to interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement shall be
valid unless made in writing and approved by Contracting Party and by the City Council
of City. The parties agree that this requirement for written modifications cannot be waived
and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles, phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable, such invalidity or unenforceability shall not affect any
of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out
the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this
Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and interest in and to
all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or
under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of
Division 7 of the Business and Professions Code), arising from purchases of goods,
services, or materials related to this Agreement. This assignment shall be made and
become effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third -Party Beneficiaries. With the exception of the specific provisions
set forth in this Agreement, there are no intended third -party beneficiaries under this
Agreement and no such other third parties shall have any rights or obligations hereunder.
10.10 Authority. The persons executing this Agreement on behalf of each of the
parties hereto represent and warrant that (i) such party is duly organized and existing,
(ii) they are duly authorized to execute and deliver this Agreement on behalf of said party,
(iii) by so executing this Agreement, such party is formally bound to the provisions of this
Agreement, and (iv) that entering into this Agreement does not violate any provision of
-13-
any other Agreement to which said party is bound. This Agreement shall be binding upon
the heirs, executors, administrators, successors, and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
-14-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
CITY OF LA QUINTA,
a California Municipal Corporation
r
ps._._____...------1
JON M
Cit • La Quinta, alifornia
Dated:
illen, City Manager
2
ATTEST:
MONIKA RAD VA, City Clerk
City of La Quinta, California
APPROVED AS TO FORM:
CONTRACTING PARTY:
By: ar. 3d . -
Name: David Silvas
Title: President
By:
Name:
Title:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
-15-
Exhibit A
Scope of Services
To provide Investment Reporting and Analytics software (desktop or cloud -based) for the
City, which will manage the City's investment portfolio and create monthly and quarterly
reporting suitable for presentation to the Financial Advisory Commission and City Council.
SCOPE OF SERVICES
Minimum requirements of the investment management software solution are as follows
(a) Correctly report on all security types as permitted under California Government Code
§53601
(b) Produce a suite of reports necessary for monthly and/or quarterly reporting to the
Financial Advisory Commission and the City Council. Reports should include, at a
minimum, the following: security issuer; purchase date, maturity date, original cost/book
value, PAR value, market value, and yield of each investment; portfolio weighted
average yield and maturity; portfolio total return; and portfolio total earnings. Please
specify if reports are customizable and if there are illustrative tables, charts or graphs
included. Provide samples of such reports as part of the submittal.
(c) Calculate interest accruals, premium and discount amortization as needed, interest
revenue received for a specified period and revenue projections for a specified period
(inclusive of interest as well as maturities).
(d) Ability to export reporting in formats readable by Microsoft Excel, text files, csv, and/or
Portable Document Formats.
(e) Ability to import reporting from custodial bank to include market pricing and/or interest
received.
(f) Specify if software has market pricing functionality built-in, and include source of
pricing, frequency of pricing updates, and whether or not the market pricing function
has additional software, system, or service subscription requirements.
SEE ATTACHED SUBSCRIPTION AGREEMENT
Exhibit A
Page 1 of 1
EXHIBIT A
tracker
A DIVISION OF C2, LLC
This Agreement ("Agreement") is entered into and effective as of:
July 1, 2024
by and between Tracker, a division of C2, LLC,
("Tracker") a North Carolina Limited Liability Company, having its
principal place of business at 10B Langtree Village Drive — Suite 301, Mooresville,
NC 28117; and
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1.0 Definitions.
"Customer Data" means all electronic data or information submitted
by Customer to the Service.
"Service" means the online services provided by Tracker via
https://www.tracker.us.com or https://dm.tracker.us.com and/or other
designated websites.
"users" means Customer's employees who are authorized to use the Service
and have been supplied user identifications and passwords by Customer (or by
Tracker at Customer's request).
2.0 Service.
2.1 Provision of Service. Tracker shall make the
Service available to Customer pursuant to the terms and conditions set forth in
this Agreement. During the term of this Agreement, the functionality of the
Service will not be materially decreased from that available as of the Effective
Date.
2.2 Users . User subscription is for named Users and may be
reassigned from time to time to new Users replacing former Users who have
terminated employment or other prior relationship with Customer, changed job
status or function, or otherwise no longer requires ongoing use of the Service.
3.0 Use of the Service.
3.1 Tracker Responsibilities. Tracker shall: (i)
not use, edit or disclose to any party other than Customer the Customer Data; (ii)
maintain the security and integrity of the Service and the Customer Data; (iii)
provide telephone and online standard support to Customer's Users, at no
additional charge, (iv) use commercially reasonable efforts to make the Service
generally available 24 hours a day, 7 days a week, except for: downtime caused by
circumstances beyond Tracker's reasonable control, including acts of God, acts of
government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other
labor problems not involving Tracker employees, computer or
telecommunications failures or delays involving hardware or software not within
Tracker's possession or reasonable control, and network intrusions or denial of
service attacks, but only to the extent unavailability results notwithstanding the
SUBSCRIPTION AGREEMENT
exercise by Tracker of reasonable care and due diligence to avoid or mitigate the
same in anticipation of or in response to such causes.
3.2 Customer Responsibilities. Customer is
responsible for all activities that occur under Customer account. Customer
shall: (i) have sole responsibility for the accuracy, quality, integrity, legality,
reliability, and appropriateness of all Customer Data; (ii) use commercially
reasonable efforts to prevent unauthorized access to, or use of, the Service,
and notify Tracker promptly of any such unauthorized use; and (iii) comply with
all applicable local, state, and federal laws in using the Service.
3.3 Use Guidelines . Customer shall use the Service
solely for its internal business purposes as contemplated by this Agreement
and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign,
distribute, time share or otherwise commercially exploit or make the Service
available to any third party (ii) interfere with or disrupt the integrity or
performance of the Service or the data contained therein; or (iii) attempt to
gain unauthorized access to the Service or its related systems or networks.
3.4 Third -Party Providers. Certain third -party
providers, some of which may be listed on pages within Tracker's website, offer
products and services related to the Service, including implementation,
customization and other consulting services related to customer's use of the
Service and applications that work in conjunction with the Service. Tracker
does not warrant any such third -party providers or any of their products or
services. Any exchange of data or other interaction between Customer and a
third -party provider, and any purchase by Customer of any product or service
offered by such third -party provider, is solely between Customer and such
third -party provider.
4.0 Fees, Invoicing & Payment.
4.1 Fees . Tracker will provide the above services to the
City of La Quinta, CA for:
Debt Manager Annual Subscription Fee:
N/A
Additional User [ s ] : No Charge; Unlimited Users
Investment Portfolio Accounting and
Reporting Annual Subscription Fee:
S 4,740.00 — activated
Additional User[s]: No Charge; Unlimited Users
Additional Tracker Modules:
Enhanced
Charts &
Economic
Reporting: S 1,200.00 annually [hundled] — activated
Graphs: S 0.00 annually [hundled] — activated
Indicators: S 0.00 annually [hundled] — activated
Page 1 of 3
tracker
A DIVISION OF C2, LLC
Multiple Transaction Import:
S 1,200.00 [bundled] annually — activated
Market Price Import: [bundled] S 0.00 annually — activated
General Ledger: S 1,800.00 annually — activated
Accuracy Check: S 600.00 annually — activated
Investment Pool : $ 2,400.00 — not activated
4.2 Invoicing & Payment. Fees for the Service will be
invoiced annually in advance; charges are due net 30 days from the invoice date.
4.3 Suspension of Service. If Customer's account is
3D days or more overdue, Tracker reserves the right to suspend the Service
provided to Customer, without liability to Customer, until such amounts are paid in
full.
5.0 Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges
that in providing the Service, Tracker utilizes (i) the Tracker name, the Tracker
logo, the Tracker domain name, the product and service names associated with
the Service, and other trademarks and service marks; (ii) certain audio and visual
information, documents, software and other works of authorship; and (iii) other
technology, software, hardware, products, processes, algorithms, user interfaces,
know-how and other trade secrets, techniques, designs, inventions and other
tangible or intangible technical material or information (collectively, " Tracker
Technology") and that the Tracker Technology is covered by intellectual property
rights owned or licensed by Tracker (collectively, "Tracker IP Rights"). Other than
as expressly set forth in this Agreement, no license or other rights in or to the
Tracker Technology or Tracker IP Rights are granted to Customer, and all such
licenses and rights are hereby expressly reserved.
5.2 License Grant . Tracker grants Customer and its Users
a non-exclusive, non -transferable, non -sublicense able right to access and use the
Service in accordance with the terms of this Agreement.
5.3 Restrictions . Customer shall not (i) modify, copy or
create derivative works based on the Service or Tracker Technology; (ii) create
Internet "links" to or from the Service, or "frame" or "mirror" any content
forming part of the Service; or (iii) disassemble, reverse engineer, or decompile
the Service or Tracker Technology, or access it in order to (A) build a competitive
product or service, (B) build a product or service using similar ideas, features,
functions or graphics of the Service, or (C) copy any ideas, features, functions or
graphics of the Service.
5.4 Customer Data. As between Tracker and Customer, all
Customer Data is owned exclusively by Customer.
5.5 Suggestions . Tracker shall have a royalty -free,
worldwide, perpetual license to use or incorporate into the Service any
suggestions, ideas, enhancement requests, feedback, recommendations, or other
information provided by Customer or its Users relating to the operation of the
Service.
SUBSCRIPTION AGREEMENT
6.0 Warranties & Disclaimers.
6.1 Warranties . Each party represents and warrants that it
has the legal power to enter into this Agreement. Tracker represents and
warrants that (i) it will provide the Service in a manner consistent with general
industry standards reasonably applicable to the provision thereof; (ii) it owns or
otherwise has sufficient rights to the Service and the Tracker Technology to grant
the rights and licenses granted herein; and (iii) the Service and Tracker
Technology do not infringe any intellectual property rights of any third party.
6.2 Disclaimer. TRACKER MAKES NO WARRANTY DF ANY KIND,
IMPLIED, STATUTORY, DR OTHERWISE. TRACKER HEREBY SPECIFICALLY DISCLAIMS
ALL IMPLIED WARRANTIES TD THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
6.3 Disclaimer of Warranties or
Representation Regarding Legal or
Accounting Compliance and Similar Matters.
Tracker is not engaged in rendering legal, accounting, or other professional
services. If legal or accounting advice or other expert assistance is required, you
should seek the services of a competent professional. We expressly disclaim any
representations or warranties that your use of the Tracker application will satisfy
any statutory or regulatory obligations or will otherwise ensure compliance with
any applicable local, state, federal, or national laws or regulations. You are solely
responsible for ensuring that your use of the Tracker application is in accordance
with applicable laws and regulations.
It is your responsibility to be and remain informed regarding all applicable laws
and accounting and other practices that affect your organization.
7.0 Indemnification.
7.1 Indemnification by Tracker. Subject to this
Agreement, Tracker shall defend, indemnify and hold Customer harmless against
any loss or damage (including reasonable attorney's fees) incurred in connection
with claims, demands, suits, or proceedings ("Claims") made or brought against
Customer by a third party alleging that the use of the Service as contemplated
hereunder infringes the intellectual property rights of a third party; provided, that
Customer (a) promptly gives written notice of the Claim to Tracker; (b) gives
Tracker sole control of the defense and settlement of the Claim (provided that
Tracker may not settle or defend any Claim unless it unconditionally releases
Customer of all liability), and (c) provides to Tracker, at Tracker's cost, all
reasonable assistance.
8.0 Limitation of Liability.
8.1 Exclusion of Consequential and
Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY
LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS DF USE, COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS DR SERVICES, DR FDR ANY INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEDUENTIAL DAMAGES HOWEVER CAUSED
AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY DF LIABILITY,
WHETHER OR NOT THE PARTY HAS BEEN ADVISED DF THE POSSIBILITY DF SUCH
DAMAGE.
Page 2 of 3
tracker
A DIVISION OF C2, LLC
8.2 Limitation of Action. Except for actions for non-
payment or breach of either party's intellectual property rights, no action
(regardless of form) arising out of this Agreement may be commenced by
either party more than four (4) years after the cause of action has accrued.
9.0 Term & Termination.
9.1 Term of User Subscription. This Subscription
commences on the Effective Date and continues until terminated by either party.
Hser subscriptions shall automatically renew for additional periods of one (I) year
at the price in effect at the time of renewal unless Customer gives Tracker notice
of termination at least 3D days prior to the end of the relevant subscription term.
9.2 Termination. Either party may terminate this Agreement
at any time upon 3D days' written notice upon termination Tracker shall refund to
Customer any prepaid fees within seven [7] business days.
9.3 Outstanding Fees. Termination shall not relieve
Customer of the obligation to pay any fees accrued or payable to Tracker prior to
the effective date of termination.
10.0 General Provisions.
10.1 Relationship of the Parties. This
Agreement does not create a partnership, franchise, joint venture, agency,
fiduciary, or employment relationship between the parties.
10.2 Notices . All notices under this Agreement shall be in writing
and shall be delivered to the addresses notified by the parties to each other.
10.3 Severability. If any provision of this Agreement is held
by a court of competent jurisdiction to be contrary to law, the provision shall be
modified by the court and interpreted so as best to accomplish the objectives of
the original provision to the fullest extent permitted by law, and the remaining
provisions of this Agreement shall remain in effect.
10.4 Assignment. Neither party may assign any of its rights or
obligations hereunder, whether by operation of law or otherwise, without the prior
express written consent of the other party. Notwithstanding the foregoing either
party may assign this Agreement together with all rights and obligations
hereunder, without consent of the other party, in connection with a merger,
acquisition, corporate reorganization, or sale of all or substantially all of its
assets not involving a direct competitor of the other party.
10.5 Governing Law. This Agreement shall be governed
exclusively by, and construed exclusively in accordance with, the laws of the
United States and the State of California, without regard to its conflicts of laws
provisions.
SUBSCRIPTION AGREEMENT
IN WITNESS WHEREOF, the parties'
authorized signatories have duly executed
this Agreement as of the Effective Date:
TRACKER, a division of C2, LLC
Name:
Title:
Signature:
J. David Silvas
President
-S-
Date:
Date: 6/4/2024
Page 3 of 3
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in
Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting
Party under this Agreement is not to exceed Forty -Three Thousand, Eight Hundred,
Fifteen Dollars ($43,815), encompassing the Initial Term. The Contract Sum may be
paid to Contracting Party in installment payments made on a monthly or annual basis and
in an amount identified in Contracting Party's schedule of compensation attached hereto
for the work tasks performed and properly invoiced by Contracting Party in conformance
with Section 2.2 of this Agreement. Should the City and Contracting Party agree to
exercise the Extended Term in Section 3.4, annual compensation for those three years
would be negotiated and incorporated into the Amendment.
One -Time: One -Time: Ongoing:
Implementation Training Annual Fee
Annual Subscription (Base) $ 4,995 $ 1,500 $ 4,740
Enhanced Reporting $ 1,200 $ - $ 1,200
Multiple Transaction Import $ 2,000 $ 1,500 $ 1,200
Accuracy Check $ - $ - $ 600
General Ledger Module $ 2,500 $ 1,500 $ 1,800
Total $ 10,695 $ 4,500 $ 9,540
Total annual fees include all possible modules the City may add, which may get layered
on in phases. Pricing will be pro -rated in year one accordingly.
Year One $ 24,735
Year Two $ 9,540
Year Three $ 9,540
Total $ 43,815
See Attached Proposal for Details
Exhibit B
Page 1 of 1
EXHIBIT B
trac1er PROPOSAL
TRACKER, A DIVISION OF C2, LLC
Portfolio Accounting & Reporting
REMITTANCE ADDRESS:
PO BOX 2505
CORNELIUS, NORTH CAROLINA 28031
888.327.1422 TELEPHONE
704.987.8730 FAX
CITY OF LA QUINTA 1 CALIFORNIA 446-2
DATE 6/14/2024
Subscription 1 Annual Fee 4,740.00
Subscription Period 07/01/2024 - 06/30/2025
Additional Modules 1 Annual Fee
Accuracy Check 600.00
Enhanced Reporting 1,200.00
Charts & Graphs 600.00
Bundled with Enhanced Reporting
Economic Indicators 300.00
Bundled with Enhanced Reporting
General Ledger
Market Price Import
Bundled with Multiple Transaction Import
Multiple Transaction Import
* Portfolio Set -Up 1 One -Time Fee
1,800.00
480.00
600.00
1,200.00
n/c bundled
n/c bundled
1,800.00
n/c bundled
1,200.00 1,200.00
Sub -Total 4,800.00
Primary 1,000.00 - 5,000.00
General Ledger 1,000.00 - 5,000.00
Fund Accounting 1,000.00 - 5,000.00
Complexity 1 Mortgage Back Securities 495.00 - 2,500.00
Enhanced Reporting 1,000.00 - 5,000.00
Multiple Transaction Import Module 1,000.00 - 5,000.00
* Training 1 One -Time Fee
4,995.00
2,500.00
1,200.00
2,000.00
Sub -Total 10,695.00
Primary 495.00 -1,500.00
General Ledger 495.00 - 1,500.00
Complexity 1 Mortgage Back Securities 495.00 - 2,500.00
Enhanced Reporting 1,000.00 - 5,000.00
Multiple Transaction Import Module 1,000.00 - 5,000.00
* Service Work 1 One -Time Fee
1,500.00
1,500.00
1,500.00
Sub -Total 4,500.00
Monthly Fee
Additional Months
* Portfolio set-up and training fee varies
due to the size and complexity of the portfolio.
WE MAKE IT EMI
CORPORATE OFFICE
150.00 - 1,500.00
Sub -Total
YEAR 1
YEAR 2
YEAR 3
24,735.00
9,540.00
9,540.00
106 Langtree Village - Suite 301 • Mooresville, North Carolina 28117 • 888.327.1422 Telephone www.tracker.us.com
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of Services,
Exhibit A of this Agreement, in accordance with the Portfolio Set -Up Schedule, attached
hereto and incorporated herein by this reference.
Exhibit C
Page 1 of 1
EXHIBIT C
tracker
CHECKLIST 1 Implementation Reports
2024 I March, April, May
❑ 1 Sympro Monthly Report: Portfolio Management Summary 1 Details
❑ 2 Sympro Monthly Report: Broker / Dealer
❑ 3 Sympro Monthly Report: Total Earnings 1 Sorted by Fund
Report Date: 2024 I March, April, May
CHECKLIST 1 Implementation Statements
2024 I March, April, May
❑ 1 Safekeeping Statement: US Bank 1 Primary
❑ 2 Money Market 1 Bank of New York
❑ 3 Money Market - Operating 1 BMO (formerly Bank of the West)
❑ 4 Money Market 1 Dune Palms Mobile Estates
❑ 5 Money Market 1 La Quinta Palms Realty
❑ 6 LGIP 1 CAMP
❑ 7 CAMP TERM
❑ 8 LGIP 1 LAIF - City
❑ 9 LGIP 1 LAIF - Housing
❑ 10 OPEB Trust
❑ 11 PARS Pension Trust
❑ 12 Investment Policy
INCEPTION DATE: 2024 I March
SET-UP 2024 1 April, May
TRAINING: 2024 1 June, July, August
TRACKER PORTFOLIO SET UP _
*Investment Data Required
CUSIP
Settlement Date
Face Amount / Par Amount
Purchase Cost
Purchased Accrued Interest
Broker / Dealer
Fund
❑ january
❑ february
march
peapril
emay
❑ june
❑ july
❑ august
❑ september
❑ october
❑ november
❑ december
LAURA STEWART
Portfolio Set Up / Training
West Coast Division - California
tracker.us.com
Istewart@tracker.us.com
805.845.9616
city of la quinta
California
Exhibit D
Special Requirements
None
Exhibit D
Page 1 of 1
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of this
Agreement, 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)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers' Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Cyber Liability
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Contracting Party shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, Commercial General Liability insurance
against all claims for injuries against persons or damages to property resulting from
Contracting Party's acts or omissions rising out of or related to Contracting Party's
performance under this Agreement. The insurance policy shall contain a severability of
interest clause providing that the coverage shall be primary for losses arising out of
Contracting Party's performance hereunder and neither City nor its insurers shall be
required to contribute to any such loss. An endorsement evidencing the foregoing and
naming the City and its officers and employees as additional insured (on the Commercial
General Liability policy only) must be submitted concurrently with the execution of this
Agreement and approved by City prior to commencement of the services hereunder.
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 Contracting Party 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
Exhibit E
Page 1 of 5
"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.
Contracting Party 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.
Contracting Party shall procure and maintain Cyber Liability insurance with
limits of $1,000,000 per occurrence/loss which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or
personally identifiable information; including credit monitoring and regulatory fines arising
from such theft, dissemination or use of the confidential information.
b. Network security liability arising from the unauthorized use of, access to,
or tampering with computer systems.
c. Liability arising from the failure of technology products (software)
required under the contract for Consultant to properly perform the services intended.
d. Electronic Media Liability arising from personal injury, plagiarism or
misappropriation of ideas, domain name infringement or improper deep -linking or framing,
and infringement or violation of intellectual property rights.
e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims -made basis, Contracting Party shall maintain such
coverage for an additional period of three (3) years following termination of the contract.
Contracting Party shall provide written notice to City within ten (10) working
days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the
required polices are reduced; or (3) the deductible or self-insured retention is increased.
In the event any of said policies of insurance are cancelled, Contracting Party shall, prior
to the cancellation date, submit new evidence of insurance in conformance with this
Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of Contracting
Party's obligation to indemnify City, its officers, employees, contractors, subcontractors,
or agents.
E.2 Remedies. In addition to any other remedies City may have if Contracting
Party 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 Contracting Party to stop work under this Agreement and/or
withhold any payment(s) which become due to Contracting Party hereunder until
Contracting Party demonstrates compliance with the requirements hereof.
c. Terminate this Agreement.
Exhibit E
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Exercise 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
Contracting Party'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
Contracting Party may be held responsible for payments of damages to persons or
property resulting from Contracting Party's or its subcontractors' performance of work
under this Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage by
Contracting Party. Contracting Party and City agree to the following with respect to
insurance provided by Contracting Party:
1. Contracting Party 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. Contracting Party also agrees to require all contractors, and subcontractors
to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contracting Party, or Contracting Party's employees, or agents, from waiving the
right of subrogation prior to a loss. Contracting Party 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 Contracting Party 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 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. Contracting Party 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 the coverages required and an additional insured
endorsement to Contracting Party'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
Exhibit E
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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 Contracting Party or deducted from sums due Contracting Party, at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contracting Party 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. Contracting Party agrees to ensure that subcontractors, and any other party
involved with the project that is brought onto or involved in the project by Contracting
Party, provide the same minimum insurance coverage required of Contracting Party.
Contracting Party agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Contracting Party agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City for review.
10. Contracting Party 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 Contracting Party'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 Contracting Party,
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 this Agreement to
change the amounts and types of insurance required by giving the Contracting Party
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Contracting Party, 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. Contracting Party acknowledges and agrees that any actual or alleged
failure on the part of City to inform Contracting Party 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. Contracting Party 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 the agreement is canceled or terminated for
Exhibit E
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any reason. Termination of this obligation is not effective until City executes a written
statement to that effect.
15. Contracting Party 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
Contracting Party's insurance agent to this effect is acceptable. A certificate of insurance
and an additional insured endorsement is 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 Contracting Party under this agreement. Contracting Party 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 Exhibit 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 Exhibit.
20. Contracting Party 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 Contracting Party 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. Contracting Party agrees to provide immediate notice to City of any claim
or loss against Contracting Party 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.
Exhibit E
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Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law establishes a
professional standard of care for Contracting Party's Services, to the fullest extent
permitted by law, Contracting Party shall indemnify, protect, defend (with counsel
selected by City), and hold harmless City and any and all of its officials, employees, and
agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of
every kind, nature, and description, damages, injury (including, without limitation, injury
to or death of an employee of Contracting Party or of any subcontractor), costs and
expenses of any kind, whether actual, alleged or threatened, including, without limitation,
incidental and consequential damages, court costs, attorneys' fees, litigation expenses,
and fees of expert consultants or expert witnesses incurred in connection therewith and
costs of investigation, to the extent same are caused in whole or in part by any negligent
or wrongful act, error or omission of Contracting Party, its officers, agents, employees or
subcontractors (or any entity or individual that Contracting Party shall bear the legal
liability thereof) in the performance of professional services under this agreement.
b. Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Contracting
Party shall indemnify, defend (with counsel selected by City), and hold harmless the
Indemnified Parties from and against any liability (including liability for claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory proceedings,
losses, expenses or costs of any kind, whether actual, alleged or threatened, including,
without limitation, incidental and consequential damages, court costs, attorneys' fees,
litigation expenses, and fees of expert consultants or expert witnesses) incurred in
connection therewith and costs of investigation, where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of
this Agreement by Contracting Party or by any individual or entity for which Contracting
Party is legally liable, including but not limited to officers, agents, employees, or
subcontractors of Contracting Party.
F.2 Obligation to Secure Indemnification Provisions. Contracting Party agrees
to obtain executed indemnity agreements with provisions identical to those set forth
herein this Exhibit F, as applicable to the Contracting Party, from each and every
subcontractor or any other person or entity involved by, for, with or on behalf of
Contracting Party in the performance of this Agreement. In the event Contracting Party
fails to obtain such indemnity obligations from others as required herein, Contracting
Party agrees to be fully responsible according to the terms of this Exhibit. Failure of City
to monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth in this Agreement are binding on the successors, assigns or
heirs of Contracting Party and shall survive the termination of this Agreement.
Exhibit F
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