HomeMy WebLinkAbout1G OCR1CITY COUNCIL STAFF REPORT DATE: January 28, 2021 CONSENT CALENDAR SUBJECT: APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH, CHANDLER ASSET MANAGEMENT, INC., FOR NON-DISCRETIONARY PORTFOLIO ADVISORY SERVICES FROM: BY: David H. Ready, City Manager Department of Finance and Treasury SUMMARY Staff is recommending the City Council enter into a three year service agreement with to Chandler Asset Management, Inc., to provide Non-Discretionary Portfolio Advisory professional services. RECOMMENDATION: 1. Approve Professional Services Agreement for Non-Discretionary Portfolio Advisory Services with Chandler Asset Management Inc., a California Corporation, for an maximum contract amount of $120,000 or $40,000 per year, for the initial (3) year term, with two (2) one (1) year optional renewals at the City's discretion. 2. Authorize the City Manager to execute all necessary documents. STAFF ANALYSIS: On July 10, 2019, the City Council approved a service agreement with Public Trust Advisors for Non-Discretionary Portfolio and Transaction Processing Services for a one year term or not-to-exceed $90,000 until a formal RFP process can be completed. On October 7, 2020, the Finance Department prepared a Request for Proposal (RFP 02-21) that was posted to the City's website, and advertised in the Desert Sun, and sent to 14 prospective firms through the Procurement & Contracting Department. The City received proposals from the following three firms, identified below: Firm Public Trust Chandler Asset Management, Inc. PFM Management, LLC Location Los Angeles, California San Diego, California Los Angeles, California lie.\4 NO._,_G...._._J::_---, .. f::
2City Council Staff Report January 28, 2021 --Page 2 Chandler Asset Management Inc. An Evaluation Committee consisting of the Director of Finance/Treasurer, and two Finance Accountants to independently reviewed the proposals and evaluate them based on the criteria established in the RFP. After reviewing and scoring the written proposals, the evaluation committee conducted on-line interviews with the two highest scoring firms. Following the interviews the committee unanimously recommended the selection of the Chandler Asset Management Inc. was the most qualified professional firm to provide the requested services for the Project. Chandler Asset Management Inc. has been providing investment advisory and management services for municipalities and other local governments in the State of California for over 3 decades. They are a southern California-based investment adviser, and 100% employee-owned California Corporation. Chandler has assisted public agencies in fulfilling their fiduciary duties to their constituents by providing high quality fixed income portfolios in a prudent investment framework and providing personalized client services meeting their investment objectives for their clients. BUSINESS PRINCIPAL DISCLOSURE: Chandler Asset Management, Inc., is a California Corporation with Headquarters located in San Diego, CA. Chandler Asset Management Inc. is owned are as follows: ESOP Trust at 35%, Kay Chandler, Chairman at 33%, and Martin Cassel, President at 25%. Attached to this staff report is their Public Integrity Disclosure Form, as well as their certification of Non Discrimination Form. ENVIRONMENTAL IMPACT: The requested City Council action is not a "Project" as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a "Project" means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. According to Section 15378+(b), a Project does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. FISCAL IMPACT: 3. Staff recommends the City Council award this three year contract service agreement to Chandler Asset Management, Inc. a California Corporation, for an maximum contract amount of $120,000 or $40,000 per year, for the initial (3) year term, with two (2) one (1) year optional renewals at the City's discretion. Funds are budgeted in the appropriate Finance Department accounts for FY2020-2021 for these services, and will be allocated accordingly i_n future years of the agreement. -, ..
3City Council Staff Report January 28, 2021 --Page 3 Chandler Asset Management Inc. <=--2~~ David H. Ready,Esq.. City Manager Attachments: 1) Agreement 2) Public Integrity Disclosure Form Director of Finance/City Treasurer 3) Conflict of Interest and Non-Discrimination Form
4PROFESSIONAL SERVICES AGREEMENT (PROJECT NAME AND/OR CONSULTANTS NAME) THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement") is entered into, and effective on ______ , 20_, between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, CUCity'') and Chandler Asset Management, Inc, a California Corporation, ("Consultant"). City and Consultant are individually referred to as "Party'' and are collectively referred to as the "Parties". RECITALS A. City requires the services of a Non-Discretionary Portfolio Advisor and transaction processor, for non-discretionary portfolio services, (11Project''). B. Consultant has submitted to City a proposal to provide these non-discretionary portfolio and transaction processing services, to City under the terms of this Agreement. C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. City desires to retain Consultant to provide such professional services. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit "A" (the "Services" or 'Work"), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work contemplated and, in light of such status and experience, Consultant covenants that it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced and well qualified members of the profession currently practicing under similar conditions. 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City's Request for Proposals; and, (4) the Consultant's signed, original proposal submitted to the City ("Consultant's Proposal"), (collectively referred to as the "Contract Documents"). The City's Request for Proposals and the Consultant's Proposal, which are both attached as Exhibits "B" and "C", respectively, are incorporated herein by this reference and are made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal. All provisions of the Scope of Services, the City's Request for Proposals and the Consultant's Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency Revised: 5/1/20 I 55575.18165\32900157.2
5shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the provisions of the Scope of Services (Exhibit "A"); (2nd) the provisions of the City's Request for Proposal (Exhibit "B"); (3rn) the terms of this Agreement; and, (4th) the provisions of the Consultant's Proposal (Exhibit "C"). 1.3 Compliance with Law. Consultant warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.4 Licenses, Permits, Fees. and Assessments. Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work required by this Agreement. Consultant shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. 1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components to prevent losses or damages. Consultant shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence. 1. 7 Further Responsibilities of Parties. Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. 1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Consultant, incorporating any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement. Any adjustments must also be approved in writing Revised: 5/1/202 55575.18165\32900157 .2
6by the Consultant. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform of up to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Consultant that the provisions of this section shall not apply to the services specifically set forth or reasonably contemplated within the Scope of Services. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit "D" and incorporated herein by this reference. Compensation shall not exceed the maximum contract amount of One hundred and twenty thousand Dollars, ($120,000.00) for the first three (3) years of the agreement ("Maximum Contract Amount"), except as may be provided under Section 1.8. The method of compensation shall be as set forth in Exhibit "D." Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated under Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Consultant accepts the risk that the services identified in the Scope of Services may be more costly and/or time-consuming than Consultant anticipates, that Consultant shall not be entitled to additional compensation, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. If the City's Maximum Contract Amount is reached before the Consultant's Services under this Agreement are completed, Consultant shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount. 2.2. Method of Payment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit "D"), in any month in which Consultant wishes to receive payment, Consultant shall submit to the City an invoice for Services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City's Finance Director and must be submitted no later than the tenth (10) working day of such month. Such requests shall be based upon the amount and value of the Services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. Revised: 5/1/203 55575.18165\32900157.2
72.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon attached Schedule of Performance (Exhibit "E"), incorporated herein by this reference. Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. 3.2 Schedule of Performance. Consultant shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period{s) established in the Schedule of Performance. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 3.3 Force Maieure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 3.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect until completion of the Services, unless extended by mutual written agreement of the Parties. However, the term shall not exceed three (3) years with two (2) one year optional extensions from the commencement date, except as otherwise provided in the Schedule of Performance described in Section 3.2 above. 3.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, Revised: 5/1/204 55575.18165\32900157.2
8and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services 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 after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: Nicole Dragoo, JD, IACCP, COO and Chief Compliance Officer. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subConsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subConsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted in this Agreement 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. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City. Revised: 5/1/205 55575.18165\32900157.2
94.4 Independent Consultant. The legal relationship between the Parties is that of an independent Consultant, and nothing shall be deemed to make Consultant a City employee. A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant. B. Consultant shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, subConsultants, or agents, Consultant shall indemnify City for all such financial obligations. 4.5 California Labor Code Requirements. A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 177 4 and 1775), employment of apprentices (Labor Code Section 1777 .5), certified payroll records (Labor Code Revised: 5/1/206 55575.18165\32900157.2
10Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777 .1 ). B. If the Services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 5. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Consultant's performance of Work under this Agreement, including Consultant's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification under (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a "claims made" basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either Revised: 5/1/207 55575.18165\32900157.2
11of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an "occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subConsultants, if any, to do likewise under their workers' compensation insurance policies. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent Consultants, broad form property damage, products and completed operations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant under this Agreement: A. For any claims related to this Agreement, Consultant's coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant's Revised: 5/1/208 55575.18165\32900157.2
12insurance and shall not contribute with it. B. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. C. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. D. No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. E. Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. F. Consultant agrees to ensure that subConsultants, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subConsultants and others engaged in the Project will be submitted to the City for review. G. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. H. Consultant shall provide proof that policies of insurance required in this Agreement, 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. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. I. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or 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. Revised: 5/1/209 55575.18165\32900157.2
13J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. K. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of 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, or to reduce or dilute insurance available for payment of potential claims. L. Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant's activities or the activities of any person or person for which the Consultant is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured ... " ("as respects City of Palm Springs Contract No._" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have ... " ("as respects City of Palm Springs Contract No._" or "for any and all work performed with the City' may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. Revised: 5/1/20 IO 55575.18165\32900157.2
14D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 6. INDEMNIFICATION 6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees ( collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 6.2 Design Professional Services Indemnification and Reimbursement. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 7. REPORTS AND RECORDS 7 .1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. Revised: 5/1/2011 55575.18165\32900157.2
157.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Consultant acknowledges that the City is greatly concerned about the cost of the Work to be performed under this Agreement. For this reason, Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services. If Consultant is providing design services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7 .3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subConsultants, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all resulting damages. Consultant may retain copies of such documents for their own use. Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement. Consultant shall ensure that all its subConsultants shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages. 7 .4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. 7 .5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant's performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Consultant covenants and agrees Revised: 5/1/2012 55575.18165\32900157.2
16to submit to the personal jurisdiction of such court in the event of such action. 8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 8.3 Default of Consultant. Consultant's failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City's right to terminate this Agreement without cause under Section 3.5. B. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3A, take over the work and prosecute the same to completion by contract or otherwise. The Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant's liability for completion of the Services as provided in this Agreement. 8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. 8.5 Rights and Remedies 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. Revised: 5/1/2013 55575.18165\32900157.2
178.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or 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 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7 .09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise: Revised: 5/1/2014 55575.18165\32900157.2
18A. It is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal us·e or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. Consultant shall not be obligated to indemnify City under any settlement that is made without Consultant's consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: To Consultant: 55575.18165\32900157.2 City of Palm Springs Attention: City Manager & City Clerk 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 Chandler Asset Management, Inc. 6225 Lusk Boulevard San Diego, CA 92121 Attention: Mia Corral Brown Office: 858-546-3737 Cell: 619-459-5021 Facsimile: 858-546-37 41 Revised: 5/1/2015
1910.3 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement 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. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 10. 7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 10.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] Revised: 5/1/2016 55575.18165\32900157.2
20SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND CHANDLER ASSET MANAGEMENT, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Date: -----------"CITY" City of Palm Springs By: ___________ _ David H. Ready, PhD City Manager APPROVED AS TO FORM: ATTEST By:------------Jeffrey S. Ballinger, City Attorney APPROVED BY CITY COUNCIL: Date: ___ Agreement No. __ By:-------------Anthony Mejia, City Clerk Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. CONSUL TANT NAME: Check one _ Individual _ Partnership _ Corporation Address By ______________ _ By ______________ _ Signature (Notarized) Signature (Notarized) Revised: 5/1/2017 55575.18165\32900157.2
21EXHIBIT "A" SCOPE OF SERVICES SCOPE OF SERVICES Specific responsibilities of the selected investment manager will include, but not be limited to the following: A. Manage on a daily basis the City's separate investment portfolios pursuant to the specific, stated investment objectives. Place all orders for the purchase and sale of securities, communicate settlement information to City's staff and coordinate security settlement. Currently, pre-trade approval by authorized City personnel is required before executing any trades. For each trade, justification must be provided as to the reason for the trade. When proposed sales of securities will create an estimated realized loss in excess of $10,000, such amounts shall be so communicated at the time that the proposed sale is communicated. B. Serve as a general resource to City's staff for information, advice and training regarding fixed-income investments. C. Work with City staff to understand cash flow projections to ensure that the investment strategy is consistent with the City's liquidity requirements. D. Provide monthly statements with all the information indicated for investment reporting by the California Government Code and GASB pronouncements. A separate monthly financial report must be provided for the City portfolio. Each such monthly report must include both the securities management by the firm, as well as those managed directly by City staff. These reports must include the following: 1. Summary of Portfolio Holdings. A summary and a detailed listing of all securities held at the end of the month categorized by type of security, maturity and institution, including those investments managed directly by the City. 2. Investment Performance Report. For the portion of the portfolio managed by the investment manager, provide the following monthly and fiscal year-to-date data: yield (amount and rate), amount of realized gains/losses, amount of unrealized gains/losses, and total return (amount and rate). The report must also provide accrued interest as of month end. 3. Maturity/Duration Indicators. The monthly report should include portfolio duration and average maturity statistics to help monitor interest-rate risk. 4. Transaction Summary. A summary of completed transactions for the month. 5. Mark-to-Market Report. The monthly report should show the cost and market value for each security in the portfolio. The selected investment manager must maintain accurate records on behalf of the City that allow the investment manager to monitor an appropriate diversification of investments and compliance with applicable investment policies of the City of Palm Springs and State of California statutes. The monthly reports are required to be completed no later than the 15th of the following month in order to meet the timeline needed for presentation to the City Council at their next available meeting. RFP #02-21 Page 19 of 14
22E. Upon request (but not more than once a year), provide a portfolio status report to the City Council including a description of market conditions, investment strategies employed, portfolio performance, and suggested changes to investment strategy. The performance numbers shall be presented as required by the CFA lnstitute's GIPS. Typically such reported has not been required on a regular annual basis, but may be requested from time to time, as needed. F. The investment advisors WILL NOT provide custodial services or security safekeeping. G. Include in the monthly reports of investments a reconciliation of the investment report ending cost balance to the independent custodian statement ending cost balance and provide an explanation of any differences. This should be explicitly addressed in the proposal. H. Annually review and provide recommendations regarding the City's investment policy. RFP #02-21 Page 20 of 14
23ATTACHMENT "B" *THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Electronic File #1)* NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY PROPOSER AND SUBMITTED WITH PROPOSAL The undersigned, deposes and says that he or she is of the party making the foregoing Proposal. That the Proposal is not made in the interests of, or on the behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the Proposal is genuine and not collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any Proposer or anyone else to put in a sham Proposal, or that anyone shall refrain from Proposing; that the Proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the Proposal price of the Proposer or any other Proposer, or to fix any overhead, profit, or cost element of the Proposal price, or of that of any other Proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the Proposal are true; and, further, that the Proposer has not, directly or indirectly, submitted his or her Proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, Proposal depository, or any other member or agent thereof to effectuate a collusive or sham Proposal. Signature: Title: Date: Page I 38
24ATTACHMENT "C" *THIS FORM MUST BE COMPLETED AND SUBMITTED IN SEPERA TE ELECTRONIC FILE #2 "Cost Proposal", !lQI.with Electronic File #1, Technical/Work Proposal*) REQUEST FOR PROPOSAL (RFP #02-21) NON-DISCRETIONARY PORTFOLIO ADVISORY SERVICES COST PROPOSAL Responding to Request for Proposal No. 02-21, Non-Discretionary Portfolio Advisory Services, I/WE agree to provide all vvork and services necessary to deliver Non-Discretionary Portfolio Advisory Services as defined in the Scope of Work herein. I/WE \Nill accept as payment the following Rates/Fees for providing all labor, supervision, statements and report services to complete the Non-Discretionary Portfolio Advisory Services. The undersigned Proposer proposes and agrees to provide all work and services necessary to deliver *describe here* as defined in the Scope of Work herein. NAME OF FIRM SUBMITTING THIS COST PROPOSAL: Chandler Asset Management, Inc. Service Est. Market Value Description & Annual Rate Quantities **Market Value: Maintenance 50,000,000.00 X 8 basis points (Billed Quarterly) Transaction Fee: 12 Depository Trades X none Cash Transfer Fee: Wire or Book 52 X none Transfers Monthly Access Fee 12 X none Estimated Annual Cost * ** $50,000,000.00 market value will fluctuate slightly per quarter. TOTAL ANNUAL AMOUNT: $40,000.00 (PRICE IN FIGURES) Forty thousand dollars (PRICE IN WORDS) Estimated Extended Annual = Cost = $40,000.00 = $ 0 = $ 0 = $ 0 $ 40,0000 *Please see our attached Section I, Fees, with our proposed tiered fee in basis points based on assets under advisement. The above table contains approximate fees for a $50,000 account. Since the firm calculates fees based on the average balance of assets under our direct advisement (market value including accrued interest), they will fluctuate based on portfolio value. Investment advisory fees do not include custodial fees. Page I 19 Page I 268
25Description FEE QTY = TOTAL Initial Set Up Fee none X = $ 0 Other Applicable Fees* none X = $ 0 X = $ = X $ **Market Value: Maintenance Rate Above $ 0 50,000,000.00 .. **In addition to the fees listed above, a detailed fee schedule should be provided with your cost proposal outlining your proposed fees for any activity charges the City may incur. *Chandler's fees are for investment advisory service only and do not include custcxiial fees. PRICING FOR INITIAL 3 YEAR TERM AND CPI ADJUSTMENTS FOR OPTIONAL RENEWALS: For the initial three (3) years of the Agreement term, fees quoted are fixed. For optional years 4 and 5, Contractor may request a price adjustment not to exceed the Bureau of Labor Statistic's Consumer Price Index (CPI) for the Riverside-San Bernardino-Ontario area for the prior 12 month period effective on the anniversary date. Optional renewal years 4 and 5, and any associated CPI increase, are at the mutual consent of the City and the Contractor. NOTE: This page MUST be manually signed. Certified by: Signature of Authorized Person Nicole Dragoo, JD, IACCP Printed Name COO, Chief Compliance Officer Title November 9 2020 Date Pagel20 Page 1269
26,-!,a CHANDLER "'--ASSET MANAGEMENT Request for Proposal #02-21 Non-Discretionary Portfolio Advisory Services CITY OF PALM SPRINGS, CALIFORNIA I. FEES 1. Please include a copy of your firm's fee schedule. State your fee in basis points for assets under management. It is understood that this fee will cover the cost of all services provided to the City by the proposing firm. Chandler is pleased to provide comprehensive non-discretionary investment advisory services to the City as described herein Chandler's proposal and in the City's Scope of Services in accordance with the following fee schedule: Proposed Fee Schedule for the City of Palm Springs Assets Under Management Annual Asset Management Fee First $50 million Next $75 million Next $75 million Assets over $200 million 0.08 of 1% (8 basis points) 0.06 of 1% (6 basis points) 0.04 of 1% (4 basis points) 0.03 of 1% (3 basis points) Since the firm calculates fees based on the average balance of assets under our direct management (market value including accrued interest), they will fluctuate based on portfolio value. Fees are charged monthly in arrears and can be debited directly from your third-party custody account. Fees are firm for the entire five (5) year contract (3-year initial term and two-1-year extensions) and the City will not be subject to any increases during this period. Our proposed fee schedule is all-inclusive for the services that Chandler provides, including full time non-discretionary portfolio advisory services, technological resources, onboarding and implementation, online access to the Chandler Client Portal, comprehensive reporting, meetings, personal visits, educational offerings for your staff, as well as the additional treasury support services described herein in Chandler's proposal. Chandler does not charge fees on funds held in vehicles not directly under our management, including Local Government Investment Pools and internally managed liquid funds. We can consolidate these funds in our reports to the City at no extra charge, providing a 360-degree view of the entire investment program. a. Please indicate whether they include custodial fees. Our fee schedule does not include charges that the City would incur for third party custodial services. b. Is there a minimum annual fee? There is no minimum annual fee. c. Are fees charged when there is no activity in the account? Yes. Fees are based on the amount of assets under management and are not based on transaction volume. Management fees will accrue as long as there are assets in the portfolio, even if there is no activity during the period. Since the firm calculates fees based on the average balance of assets under our direct management (market value including accrued interest), they will fluctuate based on portfolio value. llPage Page 1270
27,-i,-a. CHANDLER "'--ASSET MANAGEMENT Request for Proposal #02-21 Non-Discretionary Portfolio Advisory Services CITY OF PALM SPRINGS, CALIFORNIA d. To illustrate your fee schedule, what would the annual fee be for $45 million ($40 million for the City and $5 million for the Housing Authority) under management based on your proposed fee schedule? We understand the actual fee will vary based on assets under management An example of the fees assessed to the City at different asset levels according to the above proposed tiered fee schedule are as follows: Total Assets Under Management $45 million $75 million $100 million $150 million $200 million Annual Fee in Basis Points Bbps 7.33 bps lbps 6.33 bps 5.75 bps Chandlers Strategy Composite Performance Net of Fees Annual Fee in $ dollars $36,000 $55,000 $70,000 $95,000 $115,000 In the Reporting section of our technical proposal, we provided performance on a gross basis through September 30, 2020 for two of Chandler's short-term strategies most commonly used by our public agency clients. We have included below both gross and net-of-fees performance for these strategies with the proposed fee of 8 basis points for a $50 million account. Chandler Composite Performance -Gross and Net of Fees As of September 30, 2020 One Three Five Ten Since Year Years Years Years Inception Chandler Limited Maturity (gross) 3.65% 2.84% 2.05% 1.54% 4.57% (inception: 9/30/88) Chandler Limited Maturity (net) 3.57% 2.76% 1.97% 1.46% 4.49% ICE BAML 1-3 Year US Treasury Index 3.59% 2.64% 1.80% 1.28% 4.28% Chandler Short Term Bond (gross) 4.71% 3.32% 2.43% 1.94% 4.12% (inception: 9/30/95) Chandler Short Term Bond (net) 4.63% 3.24% 2.35% 1.86% 4.04% ICE BAML 1-5 Year US Treasury 4.58% 3.18% 2.19% 1.72% 3.85% & Agency Index Based on Chandler's Limited Maturity and Short Term Bond composites as of 9/30/2020. Performance results are presented gross and net offees. Net returns are for proposed 8 basis points for a $50 million portfolio and is hypothetical and not based on an actual client's account. The petformance has been calculated using historical composite performance. Gross petformonce does not reflect payment of advisory fees and other expenses which will reduce performance. Past performance Is not a guarantee of future results. All investment strategies hove the potential for profit or loss. Market conditions or economic factors may after the performance and results of a portfolio. Investment advisory fees are disclosed in the firm's form ADV, Part 2A. Performance for periods greater than one year is annualized. Please see G/PS Composite Reports and important disclosures in the Appendix. For one-on-one presentation only. The table below shows the performance of the two strategies presented above compared to California's local Agency Investment Fund (LAIF) over the most recent 10-year period ending September 30, 2020. The added value through investment in longer-duration strategies is compared to LAIF, and is shown net of the 8 basis point fee proposed for a $50 million account: 21Page Page 1271
28,..,.a CHANDLER "'--ASSET MANAGEMENT Request for Proposal #02-21 Non-Discretionary Portfolio Advisory Services CITY OF PALM SPRINGS, CALIFORNIA Value of $50 Million (Hypothetical)-Net of Fees September 30, 2010 through September 30, 2020 . Annualized Tota~ Return IO-Year Growth Chandler Added Portfolio 10-Year Period f .1 . Value lnveStment Style Duration 9/30/2020 ° $SO m, hon Over LAIF (Net) (Net of 8 bps fee) {Net) LAIF 0.46 0.85% $54.4 million NIA Chandler Limited Maturity 1.80 1.46% $57.8 million $3.4million (1-3 Vear) Chandler Short Term Bond 2.49 1.86% $60.1 million $5.7million (1-5 Vear) Net performance for Chandler's Umited Maturity and Short Term Bond composites as of 9/30/2020 versus California LAIF. LAIF duration estimated based on average maturity in days as of 9/30/20, divided by 355 days. Performance of a $50 million portfolio shown Is hypothetical and not based on an actual client's account. The performance has been calculated using historical performance. Net performance based on proposed fee of 8 basis points (0.08 of 1%). All investment strategies have the potential for profit or loss. Market conditions or economic factors may alter the performance and results of a portfolio. Investment advisory fees are disclosed in the firms' Form ADV, Part 2A. LAIF returns include an administrative fee charged to investors by the California State Treasurer. Past performance is not a guarantee of future results. Please see the GIPS Composite Reports and important disclosures provided In the Appendix. For one-on-one presentation only. Chandler develops and implements portfolio strategies that we tailor to meet the needs of public agency clients. We group portfolios with similar characteristics into composites for the purpose of computing and reporting GIPS®-compliant total return performance results. GIPS® represent an industry wide standard for performance calculation and reporting which facilitates comparison among investment firms. Chandler Asset Management claims compliance with the Global Investment Performance Standards (GIPS®) and prepares and presents its performance in compliance with these standards. Chandler is independently verified by ACA Performance Services for firm wide GI PS® compliance. A copy of the firm's most recent GIPS® Verification Letter is included in the Appendix. 31Page Page I 272
29EXHIBIT "D" SCHEDULE OF COMPENSATION Responding to Request for Proposal No. 02-21, Non-Discretionary Portfolio Advisory Services, I/WE agree to provide all work and services necessary to deliver Non-Discretionary Portfolio Advisory Services as defined in the Scope of Work herein. I/WE will accept as payment the following Rates/Fees for providing all labor, supervision, statements and report services to complete the Non-Discretionary Portfolio Advisory Services. The undersigned Proposer proposes and agrees to provide all work and services necessary to deliver *describe here* as defined in the Scope of Work herein. NAME OF FIRM SUBMITTING THIS COST PROPOSAL: Chandler Asset Management Service Est. Market Value & Annual Rate = Description Quantities **Market Value: = Maintenance 50,000,000.00 X 8 basis points (Billed Quarterly) Transaction Fee: = Depository Trades 12 X None Cash Transfer Fee: = Wire or Book 52 X None Transfers Monthly Access Fee 12 X = None Estimated Annual Cost ** $50,000,000.00 market value will fluctuate slightly per quarter. TOTAL ANNUAL AMOUNT: $40,000.00 (PRICE IN FIGURES) Forty Thousand Dollars (PRICE IN WORDS) Estimated Extended Annual Cost $40,000.00 $ 0.00 $ 0.00 $ 0.00 $40,000.00 Page I 273
30Description FEE QTY = TOTAL Initial Set Up Fee None X = $ 0.00 Other Applicable = $ Fees None X 0.00 X = $ = $ X **Market Value: Maintenance Rate Above $ 0.00 50,000,000.00 **In addition to the fees listed above, a detailed fee schedule should be provided with your cost proposal outlining your proposed fees for any activity charges the City may incur. PRICING FOR INITIAL 3 YEAR TERM AND CPI ADJUSTMENTS FOR OPTIONAL RENEWALS: For the initial three (3) years of the Agreement term, fees quoted are fixed. For optional years 4 and 5, Contractor may request a price adjustment not to exceed the Bureau of Labor Statistic's Consumer Price Index (CPI) for the Riverside-San Bernardino-Ontario area for the prior 12 month period effective on the anniversary date. Optional renewal years 4 and 5, and any associated CPI increase, are at the mutual consent of the City and the Contractor. Page I 274
31,-i,a CHANDLER ~,--ASSETMANAGEMENT Request for Proposal #02-21 Non-Discretionary Portfolio Advisory Services CITY OF PALM SPRINGS, CALIFORNIA I. FEES 1. Please include a copy of your firm's fee schedule. State your fee in basis points for assets under management. It is understood that this fee will cover the cost of all services provided to the City by the proposing firm. Chandler is pleased to provide comprehensive non-discretionary investment advisory services to the City as described herein Chandler's proposal and in the City's Scope of Services in accordance with the following fee schedule: Proposed Fee Schedule for the City of Palm Springs Assets Under Management Annual Asset Management Fee First $SO million Next $75 million Next $75 million Assets over $200 million 0.08 of 1% (8 basis points) 0.06 of 1% (6 basis points) 0.04 of 1% (4 basis points) 0.03 of 1% (3 basis points) Since the firm calculates fees based on the average balance of assets under our direct management (market value including accrued interest), they will fluctuate based on portfolio value. Fees are charged monthly in arrears and can be debited directly from your third-party custody account. Fees are firm for the entire five (5) year contract (3-year initial term and two-1-year extensions) and the City will not be subject to any increases during this period. Our proposed fee schedule is all-inclusive for the services that Chandler provides, including full time non-discretionary portfolio advisory services, technological resources, onboarding and implementation, online access to the Chandler Client Portal, comprehensive reporting, meetings, personal visits, educational offerings for your staff, as well as the additional treasury support services described herein in Chandler's proposal. Chandler does not charge fees on funds held in vehicles not directly under our management, including local Government Investment Pools and internally managed liquid funds. We can consolidate these funds in our reports to the City at no extra charge, providing a 360-degree view of the entire investment program. a. Please indicate whether they include custodial fees. Our fee schedule does not include charges that the City would incur for third party custodial services. b. Is there a minimum annual fee? There is no minimum annual fee. c. Are fees charged when there is no activity in the account? Yes. Fees are based on the amount of assets under management and are not based on transaction volume. Management fees will accrue as long as there are assets in the portfolio, even if there is no activity during the period. Since the firm calculates fees based on the average balance of assets under our direct management (market value including accrued interest), they will fluctuate based on portfolio value. llPage Page 1275
32SECTION D PROJECT SCHEDULE EXHIBIT "E" SCHEDULE OF PERFORMANCE 0.1 Proposer shall provide a detailed Project Schedule, induding all tasks and sub-tasks, as well as reporting, statements and detailed listing examples of all securities held at the end of the month. Typical Implementation Timeline Establish the Account (1-2 Weeks) • Final version of investment management agreement • custodian notification (or selection) • Kickoff meeting scheduled • Poli review notes/discussion with the Ci • Decisions about policy and portfolio made • Prioritized advisory topics and projects • Executed investment management agreement • rnvestment Management Team presents detailed investment plan for investing of assets~ jncluding: o Proposed portfolio characteristics o Securities selected (but not yet purchased) for the portfolio • First report from Chandler's accounting and reporting system reconciled to custodian records Investment of Funds {2-4 Weeks) • The Qty approves investment plan • Chandler prepares proposed time line to complete all purchases in Chandler account • Funds fully invested (with the City's permission) to target portfolio structure Chandler's investment management and client service experts will work with the aty to ensure that transition to Chandler is a straightforward and seamless process. We will use a "kick-off1 meeting to establish working practices, confirm the format of all reporting, review the investment policy, and set up feeds for information gathering. We will work with your staff to confirm that our investment approach will effectively address the Oty's cash flow needs, target portfolio weighted average maturity and statutory and investment policy requirements. A few important initial milestones involve notification to/selection of a custodian. We can assist you with custodial selection if desired and can make recommendations of alternatives to serve as your custodian bank. The final metric for success is the ability to successfully reconcile the aty's positions from its custodian, perform daily compliance checks within our Bloomberg AIM system, and deliver the City's first monthly statement in a timely manner. Page 1276
330.2 Discuss lines of communication necessary to maintain the project schedule. Discuss the key issues that could impact the schedule and ways to minimize or eliminate them. Due to both the non-dfscretionary relationship and active management approach that Chandler engages in the managing and advisement of the aty's portfolio, we anticipate a high level of contact between the City's staff and the assigned investment contacts. It is our experience that during any transition and initial period that follows, communication will be frequent in nature and will assist both teams to understand objectives and milestones for the engagement. Contact may be as frequently as daily during this period, and the Oty's staff is encouraged to reach out as often as necessary to its key investment contacts. After this initial period, the amount of contact with Chandler's staff will be City-led, and can include accounting team members, Council members, and members of the public as Chandler can work effectively with many departments and individuals. The aty's staff will be key to providing program and portfolio data during the onboarding process so that we can develop an investment program customized for the aty's funds. As such, the aty's staff members should allocate time for at least one in-person meeting, follow-up calls, and email exchanges. In our experience, the selection and contracting period with a third party custodian of the City's choosing can sometimes be a timely process, however, Chandler's client service team is adept at guiding both parties through these steps. We have established relationships with two reputable banks wrrh which we work frequently and have passed savings on to our clients through institutional pricing structures. 0.3 Discuss your quality control methods to ensure consistent and accurate final results. The aty will have a number of teams responsible for overseeing the quality management of the firm and the maintenance of our desired level of excellence. The firm's senior management professionals review all work production conducted for our clients, and ensure fulfillment of requested services, utilization of appropriate metrics to measure our success, and completeness of any final deliverables. The firm will employ a host of resources to ensure quality work and cost control for the Oty's engagement. These include our: • Dedicated compliance team that ensures our recommendations meet the requirements of California Government Code and encompass industry best practices; • Proven investment process and models, which will be utilized to identify opportunities and quantify risk; • Operations team which controls the quality of dient data; detailed accounting and performance reports each month that have been checked for accuracy and quality by Chandlefs operations staff. Reports are compared to external custodian's records, and Chandler provides a reconciliation of transactions and balances for congruency; and • Competitive execution practices based on the firm's expertise, industry contacts, and transparent shopping process which can incrementally add value through savings over time. Page I 277
34ATTACHMENT 11E" 'THIS PORM MUST BE COMPLETED AND ~BMniEDWffllYOUR TECHNICAL/WORK PROPOSAL (Eleetronlc: File #11 Who Must File? CITY OF PALM SPRINGS PUBLIC INTEGRITY DISQ.OSURE (INSTRUCTIONS FOR APPLICANTS) Applicants that are NOT a natural person or group of natural people that will be Identified on the application, and seek a City approval determined by a vote of City officials. Examples Include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City's board or commissions. Why Must I File? The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials In avoiding conflicts of Interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal oode, reflects the City's interest In ensuring that companies (and other legal entities that are not natural people) doing business In the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the Identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationShlp With any elected or appointed voting City officlal, or with the Ctty Manager or City Attorney. fJm. A material tlnanclal reltlllonahlp Is • rehltlOMhlp between 4'0ffl80M who I• an ownelflnt/Ntor In fhe applicant entity end • voting olllclal {or the City Manag• or City Attorney}, which ralatlonahlp lncludff any of the fol/owing: (1) the ownerAnvestor and the offlcisl have done busmess together dunng the yfJ8f prior to the apphcation, (2) the olf,c,al has earned ,ncome from rhe ownerAnvestor dunng the year priOr to the filtrYJ of the application. (3) the ownerllrlvestor has g,ven the official gdls W0lth f,tty dollars ($50) or mote dunng the year pnor to the hllng d the apphcatt0t1. or (4) the otr1C1al m,ght reasonably be anticipated to ga,n or lose money or a thing of value. based upon the ownernrwestor·s interest 111 the apphcant entity. ,n relat,on to the appficatiorrs outcane. When Must I FIie? You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed. What Must I Disclose? A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.). Page 22 Page 187
35Note: (1} only trusts or other OtflanlzatiaJs that are not the flt:ulanes. (2J if a second entity that 1s na a natr.nl perso, serves the applicant entity (e.9., as a member d an applicant LLC). then all olfioers, ditectors, members. managers. trustees. etc., of the second entity must be disclosed). B. The names of persons owning an Interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant's application, or with the CHy Manager or City Attorney. PENALTIES Falsification of information or failure to report Information required to be reported may subject you to administrative action by the City. "'There are some additional supplementary Instructions with an example following the form should you need further clarification. Pate Ill Page 188
361. 2. 3. 4. 6. Name of Entity PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM ChandlM Aeaet Management. Inc. Addreaa of EnUty (Principle Place of Bualneaa) 8226 Lusk Boulevard, San Dteao. O.Ufornla 92121 Local or Callfomla Addre11 (If different than #2) --State where Entity la Registered with Secretary of State Callfornla If other then California. ~ the Entitv abo tea11te,ed in Cdlomill? n VH n No Type of Entity ~ Corporation D Limited Llablllty Company O Partnerehlp D Trust O Other (pleue apeolfy) 8. Officers, Directors, Members, Managera, Truetaea, Other Flduclarlaa (pleaae specify) Noi.: ff any l'flaponae la not • natural /HrHn, pl••• lt:Mntlfy all offlt:#lrs, dlrwctora, 1Mmb11r,1 m11nll(Jllrt1 and oth11r flduclllrlB• for th• memlHlr, tnllllllfl'IT, trwt or other snNty ~•:ti! ~t!Amt~c. gtJA1o:n1a I) Officer O Of rector D Member O Manager [name) 0 General Partner D Limited Partner •Other Martin Caaaell, President [ii Officer D Director O Member O Manager (name] D General Partner D Limited Partner •Other JallAQD &GbmltL IaHIIIIDI[ Iii Officer D Director D Member D Manager (name) O General Partner D Limited Partner Nicole Dragoo, Secretary (officer) nother 24 Revis«t "11 /20 SSS7S 18165'329001572 Page 89
377. 0wne1'911nvntont with a 6% benaflclal Interest In the or a related ant EXAMPLE JANEDOE [name of owner/Investor] A. espPJruat [name of owner/Investor] 8. Kay Chandler, Chairman [name of ownerllnveator] c. Martin Cassel. President [name of owner/Invest.or) D. [name of owner/Investor) E. [name of owner/Investor) ~. ABO OOMPAN~ /no. [percentage of benaflclal Interest In ant and name of enu 86% [percentage of baneflclal Interest In en and name of en • 33% (percentage of baneflclal Interest In and name of entl 2ft [percentage of beneflclal Interest In en and name of enU (percentage of beneflclal Interest In entlt and name of en [percentage of beneficial Interest In entlt and name of I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party, Printed Name, Title Date {11J2.o/ Nicole Draaoo, JD, IA&:P, coo and cco November 9th, 2020 Revised. 511/20 ~S~7~.18l6~\329001.S7.2 Page 190
38ATTACHMENT "D" ~JS FORM MUSI' BE COMPLETED AND SUBMITl'ED wrl'HYOIJR TECHNICAL/WORK PROPOSAL (Eledrmlc Pile ,11 CITY OF PALM SPRINGS, CA CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION Conflict of Interest. Consultant acknov.4edges that no officer or employee of the City has or shal have any direct or indirect flnanclal interest In this Agreement nor shall Consultant enter Into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and v.itl not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement Coyenant Against Qjscrimlnation. In connection wih its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( le., place of origin, inmigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender Identity, gender expression, physical or mental disabilty, or medical condition (each a •prohibited bas1s1. Consultant shaU ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement. and In executJng this Agreement, Consulant certlias that its actions and orrisslons hereunder shall not Incorporate any discrimination arising from or related to any prohibited basis In any Consultant adlvlty, Including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship: and further, that Consultant is in full compliance with the provisions of Palm Springs Munlclpal Code Section 7.09.040, including without linitation the provision of benefits, relating to non-discrimination in city contracting. NAME OF CONSULTANTNENOOR: Chandier Asset Management lac NAME and TITLE of Authorized Representative: (Print) _....:N=1=co=1ez...a:0ra=-a~22~,~J.-P:.i., .z:.IA~c~c~P...,,.;:c~oo~as:aod.&&.:C..,,b,lll;el,l,r_.cw,;o,..rrp1,....;a .. nce-..Qffi.w.w::ce.:.:r~---S1gnature and Date of Authorized Representative: (Sign) l. ,{ ·' i't.i~-?2:x::: (Date) NovelJlblc 9tb 2020 .,,.I PIJge 12 Page 186
39CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODE§ 1189 A notay ~ or Olher offica-~ 1hia certiicste veriflea mt, 1he id'entity of ·the m'tdlal MIO ai(p,d the document to which thia certificate ia attmched. snd not 111s 1rulhfulneaa. accura~ a vs1idny of that docllmant. state of Cs!iforrBa County of ___________ _ On _________ before me. ___________________ _ Data Here Insert Name and Tdle of the Offlcer personalty appeared-------------------------who proved to me on tile bsma of aati8factory evidence to be the peraon{a) whose nsme(s) is/are subscribed to the within inabument mid acknowledged to me that hefahelth~ executed the same in hia/herllhetr authorized capacilty[898). and that by hialhar/their aignature(a) on the i:nabumenl the person(a.). or the entity upon behalf of which the peman(s} acfsd. executed the instrument. Place Notary Sea/ Above I certify unde«' PENAL lY OF PERJURY under the laws of the Stale of Cal!ifomia that the foregoing paragraph is true m,d COfT9C'l. WITNESS my hand and official aeaL Signafura _____________ _ Signature of Nots,y Pubr,c ---------------OP110NAL.---------------1hough thia section is opoons/.. completing this informs.ion can detet sJtenmon of the document or h'sudulent 1'8sttschment of lhiB form to an uninfBndsd documsnt. Description of Attached Document Trtte or Type of Document: ___________ Oocumem Date: ______ _ Ni.mber of Pages: ___ Signer(s) other Than Named Above: __________ _ Capacit:y{iea} Claimed by Signer(a) Signer"a Name: __________ _ 8igner·a Name: __________ _ • Corporate Officer -Til:ie{B): _____ _ D Oorporats Officer -Tille('s): _____ _ • Partner -• limited • General • Partner -• Limited D General • Individual • Attorney in Fact • Individual • Attorney in Fact D Trustee D Guardian or Oanservator • Trustee • G1JSrdian or Conservator •Other: ____________ _ •Other.-------------Signer la Repreaenti,v. ________ _ Signer la Reprasenting: --------0201.t Nmns1 Notary Aaaociation • www .Nslicna!Nalaty.org • 1-ero-us NOT ARY (1-800-876-6827} 1tem ts001 RFP #02-21 Page 18 of 14