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MuniServices/Franchise Fee Audit Srvcs 16
TO: Frank J. Spevacek, City Manager MMMMEMMMM RE: MuniServices, LLC - Franchise Compliance Audit Services (approved by City Council on 6/21/2016) Attached for your signature is the agreement with MuniServices, LLC for Erao-cj Compliance Audit Services. Please sign the attached agreement(s) and return it to the City Clerk for processing and distribution. THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and entered into by a between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and MuniServices, L ("Consultant"). The parties hereto agree as follows: I i � 0 1161TI 14: "00001 ki RIX1111111 ra 1.2 Scope of Services. In compliance with all terms and conditions of this Agreement, Consulta shall provide those services related to a Franchise Fee Compliance Review of the City's Natural Gas, Electri Cable and Telecommunication Utility Providers collecting taxes and/or fees on the City's behalf, as specifii in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (t "Services"). Consultant represents and warrants that Consultant is a provider of first-class services a Consultant is experienced in performing the Services contemplated herein and, in light of such status a experience, Consultant covenants that it shall follow the highest professional standards in performing t Services required hereunder. For purposes of this Agreement, the phrase "highest professional standard s�all mean tKise staA,12.r*.,s #f,*ractice reo#,j#6ize1V#ry #6e#r x6tre first-cig.ss firms *6K#rff.iAg siim.il,2r seryic uii4er si6l,2r circuiistgrices, 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with 4n ordinances, resolutions, statutes, rules, regulations, and laws of the City and any Federal, State, or loci governmental agency of competent jurisdiction. I 1 4 INITAMAM11111 W* M I NOUN Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, k in e at all times during the term of this Agreement any licenses, permits, and approvals that are leg I requir a for the performance of the Services required by this Agreement. Consultant shall have the sole obligation n e qti- u m ff ff i on r !e It "01111 am. lips is for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed law and arise from or are necessary for the performance of the Services required by this Agreement, a ern Ol I v V shall indemniiii defend (with counsel selected by Cit, and hold Citxl, its elected officials officer and agents, free and harmless against any such fees, assessments, taxes, penalties, or interest levie# assessed, or imposed against City hereunder. Consultant shall be responsible for all subcontracto compliance with this Section. 1.5 Famarity with Work. By executing this Agreement, Consultant warrants that (a) it h thoroughly investigated and considered the Services to be performed, (b) it has investigated the site whe the Services are to be performed, if any, and fully acquainted itself with the conditions there existing, (c) has carefully considered how the Services should be performed, and (d) it fully understands the facilitie difficulties, and restrictions attending performance of the Services under this Agreement. Should Consulta I discover any latent or unknown conditions materially differing from those inherent in the Services or represented by City, Consultant shall immediately inform City of such fact and shall not proceed except Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4 hereof). �1 Last revised April 2015 11. M-1 IN 1- IN 31' 1, 1 MMMI Ilorn ar1"il,#dLlUf1 LU W11iii,vt Wili 11 1W. Ni llldVAldLU, U1 MULAITU ITUIN dL 111PPYrinel cost to City, when such inaccuracies are due to the negligence of Consultant, - -•- - - - - - - - - - - - - ..... 14M.s 61 (11171111, Mall, KTWTj I 1111411, 1 all 1.8 Special Requirements. Additional terms and conditions of this Agreement, if any c a made a part hereof are set forth in Exhibit T" (the "Special Requirements"), which is incorploratadwhheire�in this reference and expressly made a it hereof, In the event of a conflict between the provisions of t Special Requirements and any other provisions of this Agreement, the provisions of the Speci Requirements shall govern. a IN" 1,111110116 IM IRS 11111 Last revised April 2015 -2- 23 Method of Billing. Any month in which Consultant wishes to receive payment, Consulta in detail the Services provided, including time and materials. Such invoice shall contain a certification by principal member of Consultant specifying that it requested is for Services performed accordance with the terms of this Agreement. Subject to retention pursuant to Section 8.3, City will tr. 2.4 Compensation for Additional Services. Additional Services approved in advance by t Contract Officer pursuant to Section 1.6 of this Agreement shall be paid for in an amount agreed to in writi t by both City and Consultant in advance of the Additional Services being rendered by Consultant. A] compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may approved by the Contract Officer. Any greater amount of compensation for Additional Services must approved by the La Quinta City Council. Under no circumstances shall Consultant receive compensation fo .2. A y Aftift*,,vA-,5 w-w;vi—u -Tff, wriff ti r-"LAv-AW' Wkzi�. VI ri J V Officer pursuant to Section 1.6 of this Agreement. 3.4 Force Maieure. The time period specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Consultant shall wn ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. Extensions to time period in the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. MILAN * KENN] Last revised April 2015 -3- This Agreement may be extended for 3 additional year(s) upon mutual written agreement by both parties ("Renewal Term"). E, N M Wous a 111 U." I I Is] k, rol W-M-M I ---------- I ------------ will not be unreasonably withheld. RON 101M.11 � ON M-, 1 1. 11 M "I I =I, , Plau wimuells Mvit MuMnell ot Me proi5u 7 ul fileteriuMMIMP ui Me , ril CuribluLd shall refer any decisions, that must be made by City to the Contract Officer. Unless otherwise specifii herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contral Officer shall have authority to sign all documents on behalf of City required hereunder to carry out the ter of this Agreement. -- :MW 1 11!1111111 1 � IIIIII�Iii�i 11 1 1 this Agreement. Except as set forth in this Agreement, Consultant shall not contract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be 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 concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. Any attempted or purported assignment or contracting by Consultant without City's express written approval shall be null, void, and of no effect. No approved transfer shall release Consultant of any liability hereunder without the express consent of City. Last revised April 2015 -4- with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venture or a member of any joint enterprise with Consultant. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Except for the Contract Sum paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or * 2 ii,, I U110- Now- I a AMM MMMMiC� 52 Insurance. Prior to the beginning of any Services under this Agreement and throughout t duration of the term of this Agreement, Consultant shall procure and maintain, at its sole cost and expensil and submit concurrently with its execution of this Agreement, policies of insurance as set forth in Exhibit (the "Insurance Requirements") which is incorporated herein by this reference and expressly made a p hereof. Last revised April 2015 -5- 6.2 Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, prote-n defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, ar agents, as set forth in Exhibit F ("Indemnification") which is incorporated herein by this reference ari expressly made a part hereof. 7.3 Records. Consultant 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 Recordsas shall be necessary to perform the Services required by this Agreement and enable the Contract Officer 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 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 Consultant's business, custody of the Books and Records may be given to City, and access shall be provided by Consultant'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 0r .s fgiv it 0.11 i-e ii-'W W Wilitii NO illlil iW-24i i"A 6I o2*2rt o2A 1 it il I 7A 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 Consultant specifically for City, 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 upon the expiration or termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership 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 Last revised April 2015 -6- In the I event City or any person, firm, or corporation authorized by Ci . ty reuses said D•cuments arl glut M IM a M as a me on a a # 1401 for the Documents and Materials the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all of the Documents and Materials. Consultant makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Consultant or provided to Consultant by CityCity 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 witho 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 actives of City, except as required by law or authorized by City. 8.2 California Law. This Agreement shall be interpreted, construed, and governed both as to validi and to performance of the parties in accordance with the laws of the State of California, Legal actio concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted the Superior Court of the County of Riverside, State of California, or any other appropriate court in su 1.4 sg-F P;K- ;-*W of such action. Last revised April 2015 -7- IWANTAMMOMMIN MA ff-Irs, a M4 - . 1 NXII 11 GK#J MM leVA1,11 16 all 11HITICIIaLeldflite�04, UIC 11 1, 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 di is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.8. During the period of time that Consultant 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. --- ----- -- - -- - ------- 0 . . #1 . a a 9 other provision of this Agreement. W, W*11LL1111Ub,U1 d11JUL11U1Ut1JLbU1 1U1HU11eb10[ MebarnMiTutot alliaLM LMOLHUF ton, top w4v, "I party. 111111101 MIN Lf LAIC, L;*M5L;1, #1 WIlely it ani-ITMIR71 Cullitei 6,veui performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other reme consistent with the purposes of this Agreement, IN NOW 111FIRMN I Co"ITC0 LIM 17�9 notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 8.3. Last revised April 2015 -8- Moil 11IT-7,111111,1111) I. IF llose oT sew or #711- Inis UTTR as previously stated in Section 8.3. 9.2 Non -liability of City Officers and Employees. No officer, official, employee, agent, or representative of City shall be personally liable to Consultant, or any successor in interest, in the event or 'z)[W 2 A 'it wig -, ll 2 �=_ I'MOMM-m- IMWMMAWs-- ellIP11111jee iUILIUIPUIe III alij leURS1141 Ieldl.111�1, Lill LIIITKifeelllelll. 1111 effects his financial interest or the financial interest of any corporation, partnership or association in which directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that has not paid or given and will not pay or give any third party any money or other consideration for obtain this Agreement. Last revised April 2015 -9- 10.2 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 Attn: Ted Shove Business Analyst 78-495 Calle Tampico La Quinta, California 92 WIMMIMM M. MuniServices, LLC. Attn: Legal Department 7625 N. Palm Avenue, Suite 108 Fresno, CA 93711 Facsimile: 559-312-2852 "i "� w-al 10.3 Interpretation. The terms of this Agreement shall be construed in accordance with the meani ki "q6"j_*fWr A 10.4 Section Headings and Subheadings. The section headings and subheadings contained in HIM Agreement are included for convenience only and shall not limit or otherwise affect the terms of th Agreement. I 10.6 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 ora' agreements between the parties hereto affecting this Agreement and this Agreement supersedes anlii. cancels any, and all Qrevious negotiations arrangements a reements--and understandi%Q_sjLan_�� betweer. the parties, and none shall be used to interpret this Agreement. I'M" WIMMI IL-A-rll..qk.l....L.lL..I..L.l.!.qL.,A.L.,--i-I.I Last revised April 2015 _10- 10.10 No Third Party Beneficiaries. With the exception of the specific provisions set forth in thRa 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 10.11 Authorit . The persons executing this Agreement on behalf of each of the parties here represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such pa is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does no violate any provision of any other Agreement to which said party is bound. This Agreement shall be bind" upon the heirs, executors, administrators, successors, and assigns of the parties. Last revised April 2015 -11- I I I� Jill CITY OF LA QUINTA, a California municipal corporation Digitally signed by Frank J. Spevacelk DIN: serial Number=g8z17znOv5Ow4d 3x, c=US, st=California, I=La Quinta, o=FrankJ. Spevacek, cn=Frank J. Spevacelk Date: 2016.07.06 13:46:57 -07'00' FRANK J. SPEVACEK, City Manager 71 M 0 K41 M M 00-T411011111110 M-blw# ATTEST: Digitally signed by Susan Maysels DIN: serial IN um ber=j4r7Illg I ppsr45f, c=US, st=California, I=La Quinta, o=Susan Maysels, cn=Susan Maysels Date: 2016.07.06 15:23:36 -07'00' California WILLIAM H. IHRKE, City Attorney City of La Quinta, California NOTE: CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIA ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT BUSINESS ENTITY. Last revised April 2015 -12- The City desires to have MuniServices conduct a Franchise Fee Compliance Review ("Review") of the Cit,va various franchises utility providers ("utility(ies)") collecting taxes and/or fees on the City's behalf. The Reviews are agreed -upon procedures review of the franchise fee payments made to the City from the utility provider(s). The tax and/or fees to be audited will include: a. Natural Gas. b, Electric. c. Cable. d. Telecommunications. RMOTIM1111,1111=1 Pre -Audit Planning: a. Identify the population of franchise utilities to be considered for examination. b. Obtain copies of the ordinances, regulations, and agreements governing each franchise utility provider. c. Review with the City any known compliance issues or previous compliance activity, and any other factors, for example, any recent boundary changes, annexations, or rate changes, that might impact compliance. d. Identify relevant payment records available from the City. e. Develop a specific list of audit engagement authorized by the City. Schedule and Complete Audit Engagements: a. Obtain a letter of authorization from the City, copies of franchise agreements and any correspondence with the providers, and a history of franchise payments. b. Obtain and review available documents, reports, work papers, and any prior reports prepared by the internal or external auditors, which concern the computation or methodologies for computing the franchise fee paid. c. Review franchise agreements, all ordinances relating to the City's franchise fee. [Note: MuniServices cannot offer legal advice to the City.) d. Submit a Request for Information to each utility to obtain the information needed to complete review. e. Review the work papers supporting documentation used in the computation of the franchise fee payments. f. Review and analyze each utility's general ledger and financial statements. Compare and analyze the data for reasonableness, completeness, and accuracy as related to the franchise fee. g. Identify any revenues excluded from the franchise fee calculations. h. Review and analyze all the utility's revenue accounts in detail to: determine revenues that are to be included or excluded from the franchise fee computations; review the revenues excluded from the computations, if any, and determine if they are permitted by the City's franchise agreement, or relevant state law. i. Determine if utility or any of its subsidiaries receives from customers or third parties for the use of utility's facility located on City's right-of-way authorized by the franchise agreement that are not included in the franchise fee calculation used to determine the payment to the City. j. Review the process used to compute franchise fees on meter diversion revenue for gas and electric providers. Last revised April 2015 EXHIBIT A Page 1 of 1 k. Determine how gas and electric deregulation has impacted the franchise fee calculation, especially with regard to managed services (storage, distribution, 1. Evaluate the utility's treatment of natural is and electricity consumed by the utility provider within its facilities located within the City's jurisdiction, if applicable. m. Analyze the number of customers reported in the City's jurisdiction by rate classification and obtain and review the utility's procedures to code new customers to the proper jurisdictions and the procedures used to address annexations. n. Obtain and review the list of exempted customers, if any, from the franchise fee computation. o. Compare customer address data for each utility with address data to be provided by the City to determine whether any residents and business es currently within the boundaries of the City have been or are being serviced/ invoiced without remittance of the appropriate tax or payment to the City. p. Sample test the utility's billings for completeness and accuracy of franchise fee customers and verify that all monies collected are submitted to the City. q. Compare the utility's payments, exclusions, and other computations as related to the franchise agreements, or relevant state law. Compare the actual payments made to the City for timeliness and accuracy. Optional Jurisdictional Coding Verification Service, Cips MUMINIGMT Me# -41IMMIMMUM MOT IMMMUM =#o IOMI n1r, WIN am_ 0 M-0 RM R MI. and any subsequent agreements relating to franchise fee collection, any prior reports prepared by the internal or external auditors which concern the computation or methodologies for computing franchise fee, and a history of franchise payments made by providers to the City. By request, City shall also provide an electronic copy of address ranges, annexations and border changes if applicable and/or available. Exhibit B Tf UeTt�--CF,#J, fe, ff V41,1 1 fdf f L;eF-TCt7# to the City as a direct result of the Franchise Fee Compliance Services audit. The contingency fee will ap to the current tax year, all eligible prior period revenues, and include any applicable penalties, interest, 11a charges and any other associated fees. EMU= i. A fixed fee amount of $10,000 which is subtracted from the findings prior to calculating % fee due and can be reduced if the City contracts to audit more than one provider per utility type. contingency fee of 25% on first $300,000 paid to the City as additional revenue and as a direct result of the audit iii. Once the first $300,000 paid in revenue is exceeded, the contingency fee will be adjusted to 10% on any additional revenue paid to the city as a result of the audit. iv. Fix fee and contingency is to exceed $200,000 per year. b. Optional Jurisdictional Coding Verification Service Fees i. Audit Coordinator/ Management - $125 - $300 per hour ii. Principal VP/Attorney/CPA - per hour, or upon a separate negotiated rate or block of hours WIZUE—STIM31 04211:82-11 Exhibit C Last revised April 2Q15 EXHIBIT Last revised April 2O15 EXHIBIT Exhibit E - ------------- - - --- ------ - Commercial General Liabty (at least as broad as ISO CG 0001 or its equivalent) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001 or its equivalent) $1,000,000 (per accident) Errors and Omissions Liability Workers' Compensation Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's negligent 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 Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured (on the t4y�-,Y40 2.r.4 *14km4e-4 of the services hereunder. Consultant shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Consultant, its officers, any person directly or indirectly employed by Consultant, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi- trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on 1 2 4 4 4 M " 9 . . . . . . Last revised April 2015 EXHIBIT E Page 1 of 5 Consultant shall provide written notice to City within ten (10) working days if: (1) any of t required insurance policies is terminated; (2) the limits of any of the required policies are reduced; or (3) t deductible or self -insured retention is increased. In the event any of said policies of insurance are cancelle I Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with t Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies or certificat evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, officers, employees, contractors, subcontractors, or agents. ii may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Consultant to stop work under this Agreement and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements Exercise of any of the above remedies, however, is an alternative to any other remedies Ci may have, The above remedies are not the exclusive remedies for Consultant's failure to maintain or secu appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any wo. the extent to which Consultant may be held responsible for payments of damages to persons or prope resulting from Consultant's or its subcontractors' performance of work under this Agreement, 1 . Consultant agrees to have its insurer endorse the third party general liability covera required herein to include as additional insureds City, its officials, employees, and agents, using standa ISO endorsement No. CG 2010 with an edition prior to 1992, or its equivalent. Consultant also agrees require all contractors, and subcontractors to do likewise. I 2No 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 Last revised April 2O15 EXHIBIT 4. None of the coverages required herein will be in compliance with these requirements' they include any limiting endorsement of any kind that has not been first submitted to City and approved in writing. I 5No liability policy shall contain any provision or definition that would serve to elimina so-called "third party action over" claims, including any exclusion for bodily injury to an employee of tj insured or of any contractor or subcontractor. 6, All coverage types and limits required are subject to approval, modification and addition requirements by the City, as the need arises. Consultant shall not make any reductions in scope of covera (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protecti without City's prior written consent. I 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. It is acknowledged by the parties of this agreement that all insurance coverage requir,4-9 Caw, 0 1 9, Consultant agrees to ensure that subcontractors, and any other party involved with t project that is brought onto or involved in the project by Consultant, provide the same minimum insuran 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 in t project will be submitted to City for review, I 10. Consultant agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self - insured retention, substitution of other coverage, or other solutions. 11. The City reserves the right at any time during the term of this Agreement to change t amounts and types of insurance required by giving the Consultant no less than ninety (90) days advan written notice of such change that Consultant then would include at the time of negotiation of amounts a types of insurance coverage obtained by Consultant. In explanation of the previous sentence, the Cit] Last revised April 2O15 EXHIBIT acknowledges and understands that Consultant has and intends to have for the Term of this Agreement insurance coverage that is procured on an annual basis, and modifications to the amounts and types of insurance coverage must be processed under the annual cycle. If such change requested by City under this proportional to the increased benefit to City. 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. 14. Consultant will renew the required coverage annually as long as City, or its employem 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. 16. The provisions of any workers' compensation or similar act will not limit the obligatio of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defens under such laws with respect to City, its employees, officials, and agents. I 18. These insurance requirements are intended to be separate and distinct from any oth-41 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 t Agreement to the extent that any other section or provision conflicts with or impairs the provisions of t Last revised April 2O15 EXHIBIT 21. Consultant agrees to provide immediate notice to City of any claim or loss againo Consultant arising out of the work performed under this agreement. City assumes no obligation or liability such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they a, likely to involve City. I Last revised April 2O15 EXHIBIT 71 General Indemnification Provision. including, without limitation, incidental and consequential damages, court costs, attorneys , fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof)I in the performance of professional services under this agreement, With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Consultant. 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 ltul limited to officers, agents, employees, or subcontractors of Consultant. F.2 Standard Indemnification Provisions. Consultant agrees to obtain executed indemni or any other person or entity involved by, for, with or on behalf of Consultant in the performance of t Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herei Consultant agrees to be fully responsible according to the terms of this Exhibit. Failure of City to monito compliance with these requirements imposes no additional obligations on City and will in no way act as waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding 31 the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or t Last revised April 2O1S EXHIBIT DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY- INSURANCE 10/30/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights 'To me • r -.. PRODUCER •`_.. : NAME: Certificates Rutherfoord A Marsh & McLennan Agency LLC Company FAX 222 Central Park Avenue IL Suite 10 ADDREss:certificates(o)rutherfoord.com Virginia Beach 1 23462INSURER(S) AFFORDING COVERAGE INSURED MuniServices, LLC Attn: Patricia Dunn 7625 N. Palm Avenue, Suite 108 Fresno CA 93711 ,r* :;_eT If�1 INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A GENERAL LIABILITY Y Y CP0982903805 10/31/2015 10/31/2016 EACH OCCURRENCE $1,000,000 X DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $1,000,000 CLAMS -MADE � OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $2,000,000 POLICY PROECT LOC J $ A AUTOMOBILE LIABILITY BAP982902105 10/31/2015 10/31/2016 COMBINED SINGLE LIMIT Ea accident,) $1,000,000 X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON -OWNED X X PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident B X RELLA LIAB X OCCUR AUC982907905 10/31/2015 10/31/2016 EACH OCCURRENCE $1Q,OOQ000 C :EXCESS 5227985205 10/31/2015 10/31/2016 X LIAB CLAIMS -MADE AGGREGATE $10,000,000 DED RETENTION $ 10,000,000 $10,000,000 D WORKERS COMPENSATION y WC982903905 10/31/2015 10/31/2016 X WC STATU- OTH- AND EMPLOYERS' LIABILITY Y / N TORY LIMITS I ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) N / A E.L. DISEASE - EA EMPLOYE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1 $1,000,000 E Professional Liab(E&O) MPP903283600 10/31/2015 10/31/2016 $2,000,000 Limit $2,000,000 Agg F Crime BDR1035845 10/31/2014 10/31/2017 $5,000,000 Limit $25,000 Ded DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Per the cancellation wording listed on this form, the policy provisions include at least 30 days notice of cancellation except for non-payment of premium. $5,000,000 aggregate limit is applicable for Professional Liability (E&O) when combining primary and excess liability limits. Excess Professional Liability(E&O) Policy # LHZ75413300 10/31/2015 to 10/31/2016 $3,000,000 Limit $3,000,000 Aggregate Landmark American Insurance Company NAIC #33138 The City of La Quinta, its agents, officers, servants and employees are named as additional insureds under the General Liability policy with See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of La Quinta ACCORDANCE WITH THE POLICY PROVISIONS. 78495 Calle Tampico La Quinta CA 92253 AUTHORIZED REPRESENTATIVE --------------- QL M, a C� ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD LVC #: AC"RV Page 1 of L - ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Rutherfoord A Marsh & McLennan Agency LLC Company MuniServices, LLC Attn: Patricia Dunn POLICY NUMBER i7@25N.Palm Avenue, Suite 108 | �Fresno CAS8711 � EFFECTIVE DATE: 081 Im Lill] &111-1200�111 I 1 •; 1 1 ■ MMU44:904#1 L1 0 11,111111. IF ''11 z V Ili F 1.1!! I Narne Of Additional Insured Person(s) Or Organ ization(s): ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO BE ADDED AS AN ADDITIONAL INSURED ON YOUR POLICY, PROVIDED THE INJURY OR DAMAGE OCCURS SUBSEQUENT TO THE EXECUTION OF THE CONTRACT OR AGREEMENT. INSURANCE PROVIDED TO THIS ADDITIONAL INSURED IS ON A PRIMARY & NON— CONTRIBUTORY BASIS. -TRI M071 =- A. Section 11 — Vvbo Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or connection with your premises owned by or rented to you However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. wow B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Decl -fi- CG 20 26 04 13 K) Insurance Services Office, Inc., 2012 Page 1 of 1 01 IM rilk,r Ri . 1. i With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this #i This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the rr` Form. This endorsement does not s rg` provided o ra` Form. This endorsement changespolicy on the inception date of the policy unless anotherdate is indicated below. Endorsement Effective: 10/31/2015 Countersigned By: Named Insured: PRA Group, Inc. Authorized Representative) SCHEDULE Name of Person(s) or Organization(s): ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED, THROUGH WRITTEN CONTRACT, AGREEMENT OR PERMIT, EXECUTED PRIOR TO THE LOSS, TO PROVIDE ADDITIONAL INSURED COVERAGE (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as ?pplicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the VVho Is An Insured Provision contained in Section II of the Coverage Form. CA 0 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 0 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION OR SCHEDULED. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/31/2015 Policy No: WC982903905 Eirdorsement No. InSUred PRA Group, Inc. Premium $ Insurance company Arnercian Guarantee & Liab Ins Co Countersigred By WC 00 03 13 (Ed. 4-84) Col 1983 National Council on Compensation Insurance ZILISMIESS NAME-. �ZMUNII SERVICES L W*USINESSS ADDRESS: 7625 N PALM AVE STE 108 5 Calle Tampico La Quinta,• 92253 (10) 777-7WO -CERTIFICATE FERAB Kd&-TRX,4S Dear aus� K0e$0baaW4r00Wjssuance of a business license bythe City does not authorize you to conduct tenant spa -that has notbeen approved for is hereby IrQ sW lk&i§& tatransact the business herein set forth, for the period stated� ln�corij��rmftymdth the Provisions of Ordinance No. 2 of this City. This Licensee h issued Wthout verfikation that the licensee is subject to or exempt from licensing by tbtstate of California. By IG FINANCE DIRECTOFV§� February 8, 2017 To: Charter Communications, Del Heintz 10450 Pacific Center Court San Diego, CA 92121 Please be advised that the City of La Quinta, CA has contracted with MuniServices, LLC as its duly authorized agent, to conduct an audit for the purpose of determining compliance with the franchise fee agreement between Charter Communications f/k/a Time Warner Cable and the City. Accordingly, request is hereby made to examine all books and records from which the correct amount of respective fees remitted to the City may be affirmed or ascertained. The initial scope of the audit will be for the period of January 1, 2014 through December 31, 2016. Information obtained as a part of the review shall be used only by MuniServices and/or the City for purposes related to the administration of the City's franchise agreement. In order to facilitate the timely completion of the review, the City respectfully requests that you extend your full cooperation to MuniServices and its representatives. MuniServices will contact your office directly to schedule the examination and discuss the relevant information to be requested. If you have any questions please contact Mr. Chris Wills, MuniServices, Audit Manager, at (205) 423-4128 or myself at (760)7 77-7094. Sincerely, Bryce Bunker Business Analyst La Quinta, CA 78-495 Calle Tampico I La Quinta I California 92253 1 760.777.7000 1 www.La-Quinta.org February 8, 2017 To: Southern California Gas, Kathy Shen 488 8' Ave, HQ08N1 San Diego, CA 92101-7123 Please be advised that the City of La Quinta, CA has contracted with MuniServices, LLC as its duly authorized agent, to conduct an audit for the purpose of determining compliance with the franchise fee agreement between Southern California Gas and the City. Accordingly, request is hereby made to examine all books and records from which the correct amount of respective fees remitted to the City may be affirmed or ascertained. The initial scope of the audit will be for the period of January 1, 2014 through December 31, 2016. Information obtained as a part of the review shall be used only by MuniServices and/or the City for purposes related to the administration of the City's franchise agreement. In order to facilitate the timely completion of the review, the City respectfully requests that you extend your full cooperation to MuniServices and its representatives. MuniServices will contact your office directly to schedule the examination and discuss the relevant information to be requested. If you have any questions please contact Mr. Chris Wills, MuniServices, Audit Manager, at (205) 423-4128 or myself at (760)7 77-7094. Sincerely, Bryce Bunker Business Analyst La Quinta, CA 78-495 Calle Tampico I La Quinta I California 92253 1 760.777.7000 1 www.La-Quinta.org