HomeMy WebLinkAbout1MCITY COUNCIL STAFF REPORT
DATE: APRIL 22, 2021 CONSENT CALENDAR
SUBJECT: CLARIFICATION OF TERMS OF A PROFESSIONAL SERVICES
AGREEMENT WITH CHANDLER ASSET MANAGEMENT, INC., FOR
NON-DISCRETIONARY PORTFOLIO ADVISORY SERVICES
FROM: Justin Clifton, City Manager
BY: Department of Finance and Treasury
Deputy City Manager
SUMMARY:
On January 28, 2021, City Council approved a professional services agreement with
Chandler Asset Management, Inc. in an amount not to exceed $40,000. Staff has
subsequently determined additional funding is required, based on the City's total current
assets. This staff report will clarify the total cost and budget impact for the agreement.
RECOMMENDATION:
1. Approve an increase in funding for the Professional Services Agreement for
Non-Discretionary Portfolio Advisory Services with Chandler Asset
Management Inc., a California Corporation, based on the contractual basis
points estimated at a total amount of $390,000 ($130,000 per year) for the initial
three-year term, with two one-year optional renewals at the City's discretion.
2. Authorize the City Manager to execute all necessary documents.
STAFF ANALYSIS:
On January 28, 2021, the City Council approved a professional services agreement with
Chandler Asset Management in the amount of $40,000 per year for an initial three-year
term. Chandler's management fee is based on the amount of City assets that Chandler
manages. The $40,000 amount was based on an assumed City asset portfolio of $50
million. Staff has subsequently determined that this initial contract amount was incorrectly
calculated because it did not include the entirety of the City's assets -currently valued at
$250 million. This has resulted in an additional $90,000 per year required to completely
fund the agreement. Based on the table below and using the City's current total asset
value of approximately $250 million, the City's total costs are $130,000 annually.
ITEMNO. \ k 1
City Council Staff Report
April 22, 2021 --Page 2
Chandler Asset Management, Inc.
Chandler Asset Management. Inc. Fee Schedule
First $50 million 0.08 of 1 % (8 basis points)
Next $75 million 0.06 of 1 % (6 basis points)
Next $75 million 0.04 of 1 % (4 basis points)
Assets over $200 million 0.03 of 1 % (3 basis points)
This fee schedule was included in the January 28, 2021 agreement, approved by the City
Council. Using a total asset value of $250 million, the City's annual cost is $130,000. This
is calculated based on $40,000 for the first $50 million; $45,000 for the next $75 million;
$30,000 for the next $75 million; and $15,000 for the last $75 million. ·
A copy of the agreement approved by Council at its meeting of January 28, 2021 is
included as Attachment 1.
FISCAL IMPACT:
Staff is seeking Council's approval for an additional appropriation of $90,000 from General
Fund balance. Future years will be budgeted according to the fee schedule but currently
estimated at $130,000 per year.
Justin~, IC~
City Manager
Arron W. Brown, MBA, CGCIO, SHRM-SCP
Deputy City Manager
Attachments:
1. City Council Approved Agreement with Chandler Asset Management, Inc.
2
Attachment 1
3
PROFESSIONAL SERVICES AGREEMENT
(PROJECT NAME AND/OR CONSULTANTS NAME)
THIS PROFESSIONAL SERVICES AGREEMENT ( 11Agreemenr) is entered into, and
effective on ______ 20_, between the CITY OF PALM SPRINGS, a California charter
city and municipal corporation, (11City") and Chandler Asset Management, Inc, a California
Corporation, (11Consultant"). City and Consultant are individually referred to as 11 Party" and are
collectively referred to as the 11 Parties".
RECITALS
A. City requires the services of a Non-Discretionary Portfolio Advisor and transaction
processor, for non-discretionary portfolio services, ("Projecr).
B. Consultant has submitted to City a proposal to provide these non-discretionary
portfolio and transaction processing services, to City under the terms of this Agreement.
C. Consultant is qualified by virtue of its experience, training, education, reputation,
and expertise to provide these services and has agreed to provide such services as provided in
this Agreement.
D. City desires to retain Consultant to provide such professional services.
NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants,
and conditions contained herein, and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. SERVICES OF CONSUL TANT
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant agrees to perform the professional services set forth in the Scope of
Services described in Exhibit 11A" (the "Services" or Work"), which is attached and incorporated
herein by this reference. As a material inducement to the City entering into this Agreement,
Consultant represents and warrants that Consultant is til provider of first cla$s 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 ·s" 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
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shall be resolved by applying the provisions in the highest priority document, which shall be
determined in the following order of priority: (1 st) the provisions of the Scope of Services (Exhibit
"A"); (2nd) the provisions of the City's Request for Proposal (Exhibit "B"); (3rd) 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 $Uch 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 Addltlonal 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
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by 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 perfonn
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 "Dn 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 Amountn), 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 "Dn), 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 sha_ll 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.
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2.4 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,
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and 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 Contrad 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 resped 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 ads 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.
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4.4 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
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Sections 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 "maintenancea 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 l~ad 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
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of 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
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insurance 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. Con.sultant 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: S/1/209
55575.18165\32900157.2
12 12
J. 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
performfJd 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: S/1/20}O
SSS7S.1816S\329001S7 2
13 13
D. 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 ext~nt 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: 5/1/201 1
55575.18165\32900157.2
14 14
7 .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 C.onsultant'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 Callfornla 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
15 15
to 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: S/1/2013
SSS7S.1816S\329001S7 2
16 16
8.6 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 discriminat_ion 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: S/1/2014
SSS1S.1816S\329001S1.2
17 17
A. 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 use 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 W,ay
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
18 18
10.3 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: S/1/20 l 6
SSS1S.l816S\329001S1.2
19 19
SIGNATURE 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: -----------
11 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: S/1/20} 7
SSS1S.1816S\32900lS12
20 20
EXHIBIT "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.
8. 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
21 21
E. 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
Page20 of 14
22 22
ATTACHMENT "B"
$ffllS FORM MUST BB COMPLBTBD AND SUBMITl'BD WITH YOUR TECHNICAL/WORK PROPOSAL
(Blectronic File #1)*
NON-COLLUSION AFFIDAVIT TO BB EXECUTBD BYPROPOSBR
AND SUBMITl'BD WITH PROPOSAL
The undersigned, deposes and says that he or she is
f 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
23 23
ATTACHMENT "C"
--rHIS FORM MUST BE COMPLETED AND SUBMITTED IN SEPERA TE ELECTRONIC FILE #2 "Cost
Proposal", !iQL.with Electronic File #1, TechnicalMlork 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 work and services necessary to deliver Non-Discretionary Portfolio Advisory Services as defined in
the Scope of Work herein. I/WE ¥All accept as payment the followng 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 defiver
*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 Deoositorv 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 slighUy 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~ Include custodial fees.
Page I 19
Page I 268
24 24
Description FEE QTV = TOTAL
Initial Set Up Fee none X = $ 0
Other Applicable = $ 0 Fees* none X
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 custodial fees.
PRICING FOR INITIAL 3 YEAR lERM 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 inaease, are at the mutual consent of the City
and the Contractor.
NOlE: This page MUST be manually signed.
Certified by: . Chandier Asl teanagement inc
Firm Name. 11 · ;J ce
l .,/ ..I 1_,,, .,.,,.-
Signature of Authorized Person
Nicole Dragoo, JD, IACCP
Printed Name
COO. Chief Compliance Officer
Title
Noyember 9 2020
Date
Page I 20
Page 1269
25 25
CHANDLER
Request for Proposal #02-21
Non-Discretionary Portfolio Advisory Services
ASSET MANAGEMENT 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 millio~
Next $75 million
Next $75 million
Assets over $200 million
0.08 of 1% (8 basis poi_nts)
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 Oient 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. Ar~ fees charged when there is no ~ctivity 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.
ll Page
Page 1270
26 26
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 mUllon for
the Oty 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
$45mlllion
$75 million
$100million
$150million
$200mlllion
Annual Fee In Basis Points
Bbps
7.33bps
7bps
6.33bps
5.75bps
Annual Fee In $ dollars
$36,000
$55,000
$7~000
$95,000
$115,000
Chandlers Strategy Composite Pedormance Net of Fees
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% ~ncepUon:9/30/88)
Chandler Umited 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""6 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 Chondlets Limited Maturity and Short Term Bond composites as of 9/30/2020. Performance results are presented
gross and net olfees. Net returns are for proposed 8 basis points for a $50 million portfolio and Is hypothetical and not based
on on actual client's account. The performance has ~en calculated using historical composite performance. Gross
performance 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 have the potentiot for profit or loss. Market conditions or
economic factors may otter 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 Gf 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 califomia'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:
21 Page
Page 1271
27 27
CHANDLER
Request for Proposal #02-21
Non-Discretionary Portfolio Advisory Services
ASSET MANAGEMENT CITY OF PALM SPRINGS, CALIFORNIA
Value of $50 Million (Hypothetical)-Net of Fees
September 30, 2010 through September 30, 2020
Annualized Total Return to-Year Growth Chandler Added
Investment Style Portfolio 10 -Year Period of $SO million Value
Duration 9/30/2020 ( ) Over LAlf
(Net of 8 bps fee) Net (Net}
LAIF 0.46 0.85% $54.4 million N/A
Chandler Limited Maturity 1.80 1.46% $57.Bmillion $3Amillion (1-3 Vear)
Chandler Short Term Bond 2.49 1.86% $60.lmlllion $5.7mi1Hon (1-5 Year)
Net performance for Chandler's Limited 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 9/30/10, divided by 365 days. Performance of o $50 million portfolio
shown Is hypothetkol and not based on on actual client's account. The performance hos been calculated using historical performance.
Net performance based on proposed fee of 8 basis points (0.08 of 1%}. All Investment strategies hove the potential for profit ar loss .
Market condltions or economk factors may otter the perjormonCI! and results of a portfolio. Investment advisory fees ore disclosed In
the firms' Form ADV, Part 2A. LAIF returns Include an administrative fee charged to Investors by the Colifomia State Treasurer. Past
pe,formonce Is not a guarantee of future result.s. 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 9 ) and prepares and presents its performance in compliance with these standards. Chandler is
independently verified by ACA Performance Services for firm wide GIPS 9 compliance. A copy of the firm's
most recent GIPS~ Verification letter is included in the Appendix.
31 Page
Pagel272
28 28
EXHIBIT "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
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
$ 0.00
$ 0.00
$ 0.00
$40,000.00
Page 1273
29 29
Description FEE QTY = TOTAL
Initial Set Up Fee None X = $ 0.00
Other Applicable None = $ 0.00 Fees X
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
30 30
CHANDLER
Request for Proposal #02-21
Non-Discretionary Portfolio Advisory Services
ASSET MANAGEMENT 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 Oty 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 Oty 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. A_re 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.
ll Page
Page 1275
31 31
SECTIONO
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 llmeline
I
E5tablish the Account (1-2 Weeks)
• Final version of investment management agreement
• custodian notification (or selection)
• Kickoff meeting scheduled
• Poli review notes/discussion with the a
• Decisions about policy and portfolio made
• Prioritized advisory topics and projects
• Executed investment man ement a eement
• rnvestment Management Team presents detailed investment plan for investing of
assets., including:
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
lnvestnl€nt of Funds (2-4 Weeks)
• The City 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 Qty to ensure that transition to
Chandler is a straightforward and seamless process. We will use a ukick-off' meeting to establish working
p_ractices, confirm the form~t 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
32 32
0.2 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-disaetionary relationship and active management approach that Chandler engages in the
managi ng and advisement of the aty's portfolio, we antici pate 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 thi s period, and the aty'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 Qty-led, and can include accounting
team members., Council members, and members of the publ ic 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 thi rd 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 with which we work frequently and have passed savings on to our dients
through institutional pricing structures.
0.3 Disruss your quality control methods to ensure consistent and accurate final results.
The aty will have a number of teams responsible for overseeing the qualfty 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 City'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 client data; detailed accounting and performance reports each
month that have been checked for accuracy and quality by Chandle~s 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.
Pagel277
33 33
ATTACHMENT 11E"
-mlS FORM MUST Bl COMPLETED .AND SUBMD'TEDWffllYOUR TECIINICAL/WOUPROPOSAL (Bedroalc rlle
111
Who Must FIie?
OTY OF PALM SPRINGS
PUBLIC INTEGRITY DISQ.OSURE
PNSTRUCTIONS 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 offlclala. Examples Include
corporations, limited fiabllity companies, trusts, etc. that seek a City CouncD apprvval, or an approval
by one of the City's board or commissions.
Why Must I File?
The City of Pam Springe Public Integrity Ordinance advances transparency In municipal govemment
and asaiats public offlclala In avoiding confflcts of Interest. The City's Pubic Integrity Ordinance,
codified In Chapter 2.80 of the municipal code, ranee.ts the City's lntereet In enaurlng that companies
(and other legal entitles that are not natural people) doing buslnesa In the community are transpal'9nt
and make disclosure as to their ownership and management, and further that those companies
dlacloae the Identity of any person, with an ownerahtp Interest worth two thOuand dollars ($2,000) or
more. who has a material financial relation&hlp with any elected or appointed voting City official, or
with the City Manager or City Attorney.
/IIDa A matenal tlnenclal relatlonahlp I• • relatloMlt/p hlWNn aom.one wflo ,_ an ~ In Ole
.,,,,,_,, entity 1111d • voting ollldlll (or lhe City......,. or City AltomeyJ, which,..,.,.,,.,. lnclucfN any of Ille
following:
(1) the ownerAwesta end the olficial have dons buslnsa together dlnng the Yf1t11 p,;or to lhtlappllr;alton,
(1J the olf,c,al has earned lflDtJlne fn,m ht ownsrAnwllsta during the '/tlllf prior to the 11,ng of the applk;ebon,
(3) the ONnllfllf'Nestor has 9,ven the olfic,al gdfs watt, fifty dollars (SSOJ a more dUflrW the yeer Pf"" to the hllttQ d
theappllt:attOn.a
{.fJ the dllCIIJI m,gti l88SOn8bly be anbcipated to ga,n or lose money a a thing d vafue. based &.pa, the
owner.tnvesta·s nerest ,n fhe appbcart «dity. ,n t9'lttot to the eppl,cat,o,rs Ollcane.
When Must I FIie?
You must file thla form .with the Office of the City Clerk at the aame time when you file your appBcation
for a Ctty approval determined by a vote of City otrlCials, whether elected or appointed.
What Must I Disclose?
A. The names of al natural peraone Who are otrlCel"S, directors, members. managers. trustees.
and other fiduciaries serving truats or other types of organizations (attorneys, accountants,
etc.).
Page ll
Page 187
34 34
ll.flll.: (1) only trusts er other o,ganlnltlons that .,. mt the rtiDMes. (2J If a second anlity lhal ,s na a ntllrnl person
serves the applicanl entity (e.g., as a member d an applicant U..CJ. then 81 alfloera. dil9ctots. memNS, managers,
trustees. ere .. otthe second .ay must be dlCIONCf .
B. The names of persons owning an lntereat with a value of two thousand dollars ($2.000) or more
who have a material financial relationship with an elected or appointed City offldal Ytt'lo will vote on
the applicant's appUcatlon, or with the City Manager or City Attorney.
PENALTIES
Falsif1Cation of information or failure to report lnfonnatlon required to be reported
may subject you to administrative adlon by the City.
tt'f"here are some additional supplementary Instructions with an example
fol/owing the form should you need further olarilloatlon.
Page Ill
Page f 88
35 35
1.
2.
a.
4.
5.
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Name of Entity
Chandler Anet ...,.._rnent. lno.
Addreu of l!ntlty (Principle Place of Bualn .. )
8225 Luak Boulevard, San Dleao. Cellfamla 12121
Looal or C.llfomla Addrw11 (If different Chan #2)
-··-
State wherw Entity la Reglaterad with S.Oralary of State
Oallfornla
If other then C.lilomle la lhe Enllv • ., .. /nCubnll?nvea nNo
Type of Entity
El Corporation O Limit.eel LlablHty Company O Partnerlhtp OTrwt O Other (ple•H apeotry)
I. Offlcera, Dlrectora, Members, Managera, TruataH, Other Flduclartaa (pleaae apeclfy)
No,.: H IIIIY rnponn ,. nol • Nllunll ,,.,..,_ ,. ... ltMnllfy .,, olflt»n, dltwt:tora. ,,,.mb.,., ,,,,,,,_,,.,. •nd otl#lr flduolarlH for "'-,,,.,,,,,.,, tnllllllfl"r, ttwt or other
•nifty
ISH ~l:amllc. gtJll!lDID II) Offloer D Director O Member •Manager
[name)
0 General Partner D Limit.cl Partner
•Other
Martin CUHII, Prealdent [ii Offlcer D Director O Member O Manager
(name)
O General Partner D Limited Partner
•Other
••n lkmmu.t. Im•nt Iii otllcer D Dlreotor O Member O Manager
(name) • General Partner • Limited Partner
Nicole Dragoo. Secretary (offloer) •Other
24 RevisectYll20 ,s.srs 1116M9001s12
Page 89
36 36
7. Ownerellnvnton with • 1% benaflol•I lnterat In the Aaallcant Enutv or a related antltv
EXAMPLE
.JANEDOE --, ABOCOIIP~ /no.
[name of owner#lnvator) (pe~•ntaa• of benaflolal lnbllrut In
enlllv and name of entlM
A.
~me1aa1 8"'
[name of VWMr1lnwtdall (permntage of baneftolal lntarat In
enutv and name of enUM a.
KS Chandler1 Chairman m
[name of ownerllnwetor] prmntaga af bendcilat lntermtln
...utv and 11111M of enlllv1
c.
!!din eaau11 Prealdent a• [name of ownertlnveatDrJ (percentage of beneflclat lnt.reetln
entllv and name of entllvl
D.
[name of ownerflnvntor] (percentage of benatlclat lntarNt In
entltv and name of antltv1
E.
(name of ownerllnveator] (pe~tage of bentlflollll ---In entlv and name of ..t11.v1
I DECLARE UNDER PENAL TY OF PERJURY UNDER lltE LAWS OF THE STATE
OF
CALIFORNIA THAT THIE FOREGOING IS TRUE AND CORRECT.
Signature of Oisclos;~ Party, Prirted Name, Tille Date
tiJ)_'0<'
NICOie Draaoo. JD, IA&;,,, COO and CCO
NcMtmber 9th. 2020
Rnfsed. Yl/20
I
Page 190
37 37
ATTACHMENT "D"
entlS fORM MUST BICOMPLmDAND SUBMl'ITEDwrrRYOUR TECHNICAL/WOIKPllOPOSAL{Eledraalc 11Je
11:,
CITY OF PALM SPRINGS, CA
CONFLICT OF INTEREST AND NON.OISCRIMINATION CERTIFICATION
cgnpict of lnternt. Consultant ackn~ that no oflicer or employee of the City has or shal have any
direct or indiract flnanclal Interest In this Agreement nor shall Consultant enter Into any agreement of any kind
Ytith any such officer or employee during the term of this AQreement and for one year thereafter. Consultant
warrants that Consultant has not paid or given. and wll not pay or give, any third party any money or other
conalderatlon in exchange for obtaining this Agreement.
Cgyenant Against Discrimination. In connection wlh its performance under this Agreement. Consunant
shall not discriminate against any employee or applicant for employment because of actual or pen::elvad race,
religion, color, aex, age, marital status, ancestry, national ortgln ( Le., place of origin, Immigration status,
cultural or li,guistic characteristics, or ethnicity). sexual orientation, gender Identity, gender expression,
physical or mental disabllly. or medical COftdilion (each a •prohibited basis,. Consultant shal ensure that
applicants are employed, and that employees are treated during thaw eq,loyment, without regard to any
prohibited basis. As a condition precedent 1D Clys la\\ful capacity to enter this Agreement. and In executing
this Agreement, Consulant certlles that Its adlona and onisslona hereunder shall not Incorporate any
discrimination arising from or related to any prohibited basis In any Consultant adlvly, Inducing but not llmllad
to the following: employment, upgradilg, defflDtion or transfer; recruitment or recruitment advertising; layoff or
teminatlon; rates of pay or other forms of 00""9nsation; and selection for training, including apprenticeship;
and further, that Consultant is in full compliance with the provis10ns of Palm Spnngs Munlclpal Code Section
7 .09.040, Including without ftnitation the provision of benefits. relating to non-discrimination in city contracting.
NAME OF CONSULTANTNENDOR: Chandler Asset Managamant Inc
NAME and TITLE of Authorized Representative:
(Print) _..:,N;:.:;:ICOl:XlllleUIDraallCI.ZIUP9~, JYP"-, ,u;IACC~"-P.a.;, Cx;OO:&¥.al111od ... C.,hielUlf_..Co~npl.,...•..iD21a-1Qffia111Fl:z.i..[ ---
Stgnature and Date 9f Authorized Representative:
(Sign) I <'' {, _k %-= (On) HAYtrnbet lb 2020
Peae l 11
Paget86
38 38
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODE§ 1189
A na11ry public or-. affic8' rml)llmrg 1llia oartiicalB variliaa mt, dNt idllnlily of Che ildmld • ais,ied the
doc:unant towhich1hia C8l'lilicalle ia 81111:hed. Ind not1118 INlhfcdneea. accun1CJ c:rvsfdty aftllat doc:umll1t.
Stale af CllfiflJmia
County of __________ _
On ________ befora ma. _________________ _
D!da
paraonalty appearad -----------------------
who proved to ma an the baaia of aatiafaclory evidence to be the paraon(a) who8a name(B) ialare
a:ubacribed 1D the within ndrumant and acknowledged to me that hefahallhey axacuted Iha same in
hialherllhair authorized ca,paciyfeea). and that by hialhar/their aignalura(~ on Iha inalrument ihe peraan(a).
or the entity upon behalf of which the peraan(a) actad. axecuted the ntrumenl
I certify under PENALlY OF PERJURY under 1he laws
of the 8tal9 of Cal!ifclmia that the foregoing panvaph
ia true and corracl
WITNESS my hand and official aaal.
~gnahn ___________ _
-------------Ol'IIONAl..-------------
Though thia aecflon .ia option&( completing this informsJjan can dew a"9ndiJn of the document or
frautj,lent tesftachmenl of thia loon fD an uninli8nded doa.mer.lt
Deacription of Atlac:hed Document
Tdte or Type of OocU'nent: __________ Document Date: ______ _
Nwnber af P1119N; ___ Signer(&) Olhar Than Named Abawt: _________ _
Capacity(iea, aaimed by Signer{a)
Signer"a Name: _________ _ 8ignar"aName: _________ _ • 0arpondB Officer -TIBaCa): ____ _ • CarpandB Officer -"Tlla{a): _____ _
• Pal1ner -• Limited • General • Partner -• Limited O General • lndMdua1 . • Attomay in Fact • Individual • Attorney in Fact •Trustee • GI.Bldian or Oanaervator •Truatae • Guardan or eon-vatar OOthar: ___________ _ •other:------------Signer la Repreaanti,_g: _______ _ Signer la Representing: --------
.< o . t..>. Jo• :x.0<.o:.oc.cc;ca;ce;cc;ccseoccuuWLMXSGCJ1t u cc o . o. -· :x.o..cx.ec .. 0¢0tcccc;cc.wcczc:auc™<A v. ec o.o. -· uc.<
RFP#02-21
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