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2017 ClearSource Financial - Fire FeesPROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and CLEARSOURCE FINANCIAL CONSULTING ("Consultant"), a California corporation. The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to Cost of Services Study for Fire -Related Fees and Master Fee Schedule Update as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "Services"). Consultant represents and warrants that Consultant is a provider of first- class services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant covenants that it shall follow the highest professional standards in performing the Services required hereunder. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar services under similar circumstances. 1.2 Compliance with Low. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of the City and any Federal, State, or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement, including a City of La Quinta business license. Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for the performance of the Services required by this Agreement. 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 performance of the Services required by this Agreement, and shall indemnify, defend (with counsel selected by City), and hold City, its elected officials, officers, employees, and agents, free and harmless against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder. Consultant shall be responsible for all subcontractors' compliance with this Section. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it has thoroughly investigated and considered the Services to be performed, (b) it has investigated the site where the Services are to be performed, if any, and fully acquainted itself with the conditions there existing, (c) it has carefully considered how Page 1 of 14 the Services should be performed, and (d) it fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by City, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 1.5 Standard of Care. Consultant acknowledges and understands that the Services contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's work will be held to a heightened standard of quality. Consistent with Section 1.4 hereinabove, Consultant represents to City that it holds the necessary skills and abilities to satisfy the heightened standard of quality as set forth in this Agreement. Consultant shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Services performed by Consultant, and the equipment, materials, papers, and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City's own negligence. The performance of Services by Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to City, when such inaccuracies are due to the negligence of Consultant. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Services ("Additional Services") only when directed to do so by the Contract Officer, provided that Consultant shall not be required to perform any Additional Services without compensation. Consultant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer, incorporating therein any adjustment in (1) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Consultant. It is expressly understood by Consultant that the provisions of this Section shall not apply to the Services specifically set forth in the Scope of Services or reasonably contemplated therein. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforeceable. Failure of Consultant to secure the Contract Officer's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time to perform this Agreement, whether by way of compensation, restitution, quantum meruit, or the like, for Additional Services provided without the appropriate authorization from the Contract Officer. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.3 of this Agreement. 1.7 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit "Y (the "Special Requirements"), which is incorporated herein by this reference and expressly made a part hereof. In the event of a conflict between the provisions of the Special Page 2 of 14 Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the Services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not to exceed Twelve Thousand Dollars ($12,000.00) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the Services, payment for time and materials based upon Consultant's rate schedule, but not exceeding the Contract Sum, or such other methods as may be specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City; Consultant shall not be entitled to any additional compensation for attending said meetings. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement. 2.2 Method of Billing. Any month in which Consultant wishes to receive payment, Consultant shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City's Finance Director, an invoice for Services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the Services provided, including time and materials, and (2) specify each staff member who has provided Services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is for Services performed in accordance with the terms of this Agreement. Subject to retention pursuant to Section 8.3, City will pay Consultant for all items stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City's Finance Department. 2.3 Compensation for Additional Services. Additional Services approved in advance by the Contract Officer pursuant to Section 1.6 of this Agreement shall be paid for in an amount agreed to in writing by both City and Consultant in advance of the Additional Services being rendered by Consultant. Any compensation for Additional Services in the amount of $50,000 or less, may be approved by the City Manager or his/her designee in accordance with the City's purchasing and contracting policy. Any greater amount of compensation for Additional Services must be approved by the La Quinta City Council. Under no circumstances shall Consultant receive compensation for any Additional Services unless prior written approval for the Poge3of14 Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. If the Services not completed in accordance with the Schedule of Performance, as set forth in Section 3.2 and Exhibit C, it is understood that the City will suffer damage. 3.2 Schedule of Performance. All Services rendered pursuant to this Agreement shall be performed diligently and within the time period established in Exhibit C (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Majeure. The time period specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. Extensions to time period in the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. 3.4 Term. Unless earlier terminated in accordance with Sections 8.8 or 8.9 of this Agreement, the term of this agreement shall commence on April 10, 2017 and terminate on June 30, 2017 ("Initial Term"). This Agreement may be extended upon mutual agreement by both parties ("Extended Term"). 4.0 COORDINATION OF WORK 4.1 Representative of Consultant. The following principals of Consultant ("Principal(s)") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the Services specified herein and make all decisions in connection therewith: a. Terry Madsen, President E-mail: TMadsen@ClearSourceFinancial.com Page 4 of 14 It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Principal(s) were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Principal(s) shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. For purposes of this Agreement, the foregoing Principal(s) may not be changed by Consultant and no other personnel may be assigned to perform the Services required hereunder without the express written approval of City. 4.2 Contract Officer. The "Contract Officer" shall be the City Manager or such other person as may be designated in writing by the City Manager of City. It shall be Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the Services, and Consultant shall refer any decisions, that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability, and reputation of Consultant, its principals, and its employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or by operation of low, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. Any attempted or purported assignment or contracting by Consultant without City's express written approval shall be null, void, and of no effect. No approved transfer shall release Consultant of any liability hereunder without the express consent of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents, or its employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number or hours of service. Consultant shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. Consultant shall have no power to incur any debt, obligation, or liability on behalf of Poge5of14 City. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Except for the Contract Sum paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, low, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers' compensation laws regarding Consultant and Consultant's employees. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any payment due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 4.5 Identity of Persons Performing Work. Consultant represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all of the Services set forth herein. Consultant represents that the Services required herein will be performed by Consultant or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. 4.6 City Cooperation. City shall provide Consultant with any plans, publications, reports, statistics, records, or other data or information pertinent to the Services to be performed hereunder which are reasonably available to Consultant only from or through action by City. 5.0 INSURANCE 5.1 Insurance. Prior to the beginning of any Services under this Agreement and throughout the duration of the term of this Agreement, Consultant shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, policies of insurance as set forth in Exhibit E (the "Insurance Requirements") which is incorporated herein by this reference and expressly made a part hereof. Page 6 of 14 5.2 Proof of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with all required endorsements. Insurance certificates and endorsements must be approved by the City's Risk Manager prior to commencement of services. 6.0 INDEMNIFICATION. 6.1 Indemnification. To the fullest extent permitted by low, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, agents, and volunteers as set forth in Exhibit F ("Indemnification") which is incorporated herein by this reference and expressly made a part hereof. 7.0 RECORDS AND REPORTS. 7.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning Consultant's performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.2 Records. Consultant shall keep, and require any subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the "Books and Records"), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the Books and Records may be given to City, and access shall be provided by Consultant's successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject to the examination and audit of Poge7of14 the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement. 7.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium prepared or caused to be prepared by Consultant, its employees, subcontractors, and agents in the performance of this Agreement (the "Documents and Materials") shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the expiration or termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Consultant will be at City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, revise, or assignment. Consultant may retain copies of such Documents and Materials for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. In the event City or any person, firm, or corporation authorized by City reuses said Documents and Materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said Documents and Materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions of this clause shall survive the termination or expiration of this Agreement and shall thereafter remain in full force and effect. 7.4 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials. Consultant shall require all subcontractors, if any, to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all of the Documents and Materials. Consultant makes no such representation and warranty in regard to the ❑ocuments and Materials which were prepared by design professionals other than Consultant or provided to Consultant by City. City shall not be limited in any way in its use of the Documents and Materials at any time, Page 8 of 14 provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7.5 Release of documents. The Documents and Materials shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 8.0 ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety, or general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.8. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during any period of default. 8.3 Retention of Funds. City may withhold from any monies payable to Consultant sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Consultant in the performance of the Services required by this Agreement. 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Consultant requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either Page 9 of 14 party of any default must be in writing and shall not be a waiver of any other default concerning the some or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the some or different times, of any other rights or remedies for the some default or any other default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To Expiration Of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section 8.9 for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 8.3. 8.8 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.2, take over the Services and prosecute the some to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts awed City as previously stated in Section 8.3. 8.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees; provided, however, that the attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing party in the conduct of the litigation. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' fees shall be entitled to all other Page 10 of 14 reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the some action or in a separate action brought for that purpose. 9.0 CITY OFFICERS AND EMPLOYEES: NONDISCRIMINATION. 9.1 Non -liability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of the Services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as on officer, employee, agent, or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give the other party or any other person shall be Page 11 of 14 in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. To City: To Consultant. CITY OF LA QUINTA CLEARSOURCE FINANCIAL CONSULTING Susan Maysels, City Clerk Terry Madsen, President 78495 Calle Tampico 7960 B Soquel Drive #363 La Quinta, California 92253 Aptos, CA 95003 10.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.3 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the some instrument 10.5 Integrated Agreement. This Agreement including the exhibits hereto is the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. 10.6 Amendment. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Consultant and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 10.7 Severability. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. Page 12 of 14 10.8 Unfair Business Practices Claims. In entering into this Agreement, Consultant offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goads, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Consultant without further acknowledgment of the parties. 10.9 No Third Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third -party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.10 Authority. The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duty organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] Page 13 of 14 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, CONSULTANT: a California municipal corporation Digitally signed by Frank J. Spevacek By: ClearSource Financial Consulting,_ Inc DN: cn=Frank J. Spevacek, o=City of La Quinta, vacCity Manager, email2017.04.251 :31:25- 7'00' =US Name: Terry Madsen Date: 2017.04.25 15:31:25-07'00' FRANK J. SPEVACEK, City Manager Dated: ATTEST: ,�' SUSAN MAYSELS, City Clerk La Quinta, California APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California Title: President Date: By: — Name: Title: Date: Page 14 of 14 Exhibit A Scope of Services ITClearSource Financial Consulting March 29, 2017 City of La Quinta Attn: Susan Maysels, City Clerk & Risk Manager Via email: smaysels@la-quinta.org RE: Proposal for Cost of Service Study for Fire -Related Fees and Master Fee Schedule Update Dear Susan: Thank you for requesting this proposal for a cost of service study for fire -related fees and update of the City's Master Fee Schedule. Based on our completion of similar work for the City of La Quinta and other communities throughout California, I confirm that ClearSource Financial Consulting ("ClearSource") is well -qualified to perform this project. The attached proposal details the project work plan, budget, and timeline. A fee summary is provided below: Fire Fee Study and Master Fee Schedule Update $12,000 This is a fixed fee that includes all associated fees (i.e. printing, meetings, and travel). No change orders will be issued to complete the Project Scope of Services. I am the President of ClearSource Financial Consulting. My signature binds ClearSource to the terms of this proposal and confirms that this proposal shall remain valid for a period of 60 calendar days from the date of this submittal. If you have any questions, please contact me at (831) 288-0608 or reach me via email at tmadsen@clearsourcefinancial.com. Sincerely, Terry Madsen President ClearSource Financial Consulting 1 7960 B Socluel Drive, #363 Aptos, CA 95003 1 Phone: 831.288.0608 1 Fax: 831.684.7646 www.clearsourcefinancial.com RESPONSE TO REQUEST FOR PROPOSAL COST OF SERVICE STUDY FOR FIRE RELATED FEES AND MASTER FEE SCHEDULE UPDATE Presented to: City of La Quinta Attn. Susan Maysels, City Clerk & Risk Manager Via email: smaysels@la-quinta.org Presented by: ClearSource Financial Consulting 7960 B Soquel Drive, #363 Aptos, California 95003 831-288-0608 March 29, 2017 ClearSource Financial Consulting clearsourcefinancial. com Table of Contents 1. Scope of Work...........................................................................................................................................1 2. Overview of Methodology and Firm's Approach to Completing the Project...........................................6 3. Project Schedule.......................................................................................................................................8 4. Estimated Project Hours........................................................................................................................... 9 5. Project Budget.........................................................................................................................................10 6. References..............................................................................................................................................11 7. Description of the Company and Resumes.............................................................................................12 Develop expert knowledge of the City's organizational and financial structure (read, learn, ask questions) Prepare and present findings to stakeholders and the City Council Identify revenue impacts of proposed fee modifications Deliver a well -documented, understandable, cost service analysis and f schedule Complete a regional fee comparison that provides an overview of fees charged by other communities for similar services Scope of Work Narrative Cost of Service Study for Fire Related Fees 1. Meet with staff and conduct interviews as needed to gain an understanding of the City's processes and operations. To develop a proper understanding of the City's processes and operations, ClearSource will: • Meet with representatives of the departments that provide the fee services examined as part of this study. The fee -related services included in the study are listed below: o Fire Related Plan Review, Permit, and Inspection Fees Note: this study will specifically exclude review of taxes, fines, utility rates and charges, and any impact, connection, in -lieu, or similar type fees. • Meet with representatives of the budget and accounting teams responsible for forecasting and recording fee revenues. • Prepare questionnaires and conduct interviews intended to gather organizational information required to complete this study. 2. Conduct a comprehensive review of the City's existing fees, rates and charges. To complete the comprehensive fee review, ClearSource will: • Meet with the City's project leadership team to discuss any known deficiencies in current systems or fees, and any areas of specific focus for the study. • Review and interpret all readily -available and published data sources such as the City's adopted budget, fee schedules, prior fee study, etc. • Gather any relevant data contained or managed at the departmental level (e.g. permit volume statistics, department organization charts, time tracking information, etc.). 3. Identify the total cost of providing each City service at the appropriate activity level and in a manner that is consistent with all applicable laws, statutes, rules and regulations governing the collection of fees, rates, and charges by public entities. ClearSource will prepare the analytical models that will serve as the foundation for all outcomes of this study. The models will be specifically tailored to meet the needs of the City. They will be used to identify the full cost of providing user and regulatory fee services at the program and individual fee category level. To accomplish this, ClearSource will: • Populate Excel -based, formula -driven, updatable models that will be delivered and become property of the City for its use and future update. • User/regulatory fee cost of service models will: o Allow for the addition, removal, and adjustment of costs o Consider all direct and indirect personnel, operations, and Citywide overhead costs eligible for inclusion in the cost of service calculations z o Calculate the full costs of providing fee related services and compare that to current fee and revenue levels to determine cost recovery levels. 4. Complete regional fee comparison. Examination and comparison of agency fees to those imposed by neighboring or similar jurisdictions is often a critical component to the successful completion of a fee study. Although fees imposed by other jurisdictions have no link to the City's costs of providing services, frequently, a City's department representatives and elected officials will use the fees imposed by other agencies to assist in setting their own targeted cost recovery levels. In order to accomplish this task, ClearSource will: • Work with the City to determine appropriate agencies and fees to consider for comparison. • Gather all available data from comparison agencies and document and deliver findings to be used by the City's department representatives and the City Council. 5. Recommend appropriate fees and charges based on the firm's analysis together with the appropriate subsidy percentage or phase -in pattern for those fees where full cost recovery or significant immediate fee increases may be unrealistic. The goal of this study should be to provide City staff and the fee paying community with a thorough, deliberate, study that results in outcomes that are legal, logical, and can be practically implemented and maintained. ClearSource will prepare a proposed fee schedule that includes: • Current fees and current cost recovery levels • Proposed fees and proposed cost recovery levels • Brief narrative identifying the reason for recommending less than full cost recovery for any fees, or categories of fees, for which less than full cost recovery is recommended • A targeted phase -in pattern for any fees proposed to increase, but where immediate significant escalation may be unrealistic ClearSource will use a combination of legal mandates, commonly accepted industry standards, and the City's own goals and values when developing recommended cost recovery levels. 6. Prepare a fee study report. ClearSource will prepare a report that includes: • Overview of the study purpose and methodology • Identification of data sources • Forecasted revenue impacts to the City's General Fund • Detailed presentation of the analytical outcomes of the study, including each service examined, its full cost, recommended and current cost recovery levels • Updated schedules of user and regulatory fees 3 7. Prepare and deliver presentations to the City Council to facilitate their understanding of the study and its implications for the City and make necessary adjustments as requested. Presentation of study findings will provide the City's elected officials with the information they need to make critical policy decisions regarding recovery of fees. ClearSource will prepare and present materials intended to summarize the: • Purpose of collecting user and regulatory fees • Legislation influencing fees • Proposed changes to City fees • Forecasted revenue impacts of the fee study recommendations 8. Deliver three bound copies and one unbound copy of the study materials to the City. The cost of service model and fee schedules developed shall also be made available to the City in electronic form providing the ability to add or delete, and/or update information as needed. ClearSource will deliver three bound copies and one unbound copy of the fee study. ClearSource will also deliver working electronic versions of the cost of service model and fee schedules that can be edited and updated by City staff to accommodate changes in the organization or changes in costs. The electronic files will be maintained in Excel and Word. The electronic information will be provided to the City on a USB flash drive or via email. The information delivered shall be the property of the City. Master Fee Schedule Update 1. Review all fees currently listed in the City's Master Fee Schedule and adjust selected fees to account for cost inflation • The cost inflation adjustment shall be based on the change in the Consumer Price Index (CPI) for the Los Angeles, Anaheim, Riverside Area or another cost inflation index of the City's choosing. 2. Add or remove selected fees from the City's Master Fee Schedule • ClearSource will meet with representatives of the departments responsible for providing fee related services to discuss any fees recommended for addition to, or removal from, the master fee schedule, and to address any existing fees proposed to be modified by an amount other than the cost inflation adjustment. 3. Prepare and deliver an automated, Excel -based, Master Fee Schedule that can be updated at the City's discretion • ClearSource will prepare an updated master fee schedule for City Council consideration. The schedule will identify current and proposed fees. Additionally, the electronic version of the fee schedule will clearly identify input cells, will be formula driven whenever possible, and will contain notes for City staff regarding historical cost inflation adjustments and any fees that are not typically updated to account for cost inflation. 4 4. Assist with Preparation of the City Council Administrative Report and Fee Resolution • As part of the process of adopting an updated schedule of fees, City staff submits an Administrative Report for City Council review along with a Resolution adopting the updated schedule of fees. ClearSource will assist staff with the preparation of both documents. 5. Attend Public Hearing to Consider Adoption of Updated Fee Schedule • ClearSource will attend the public hearing to consider the updated schedule of fees. Additionally ClearSource will prepare presentation materials for the public hearing, and be available to present findings and answer questions received from the public or the City Council. 6. Serve as an expert resource regarding any questions received from City staff regarding the initial development or modification of the City's Master Fee Schedule • City staff may have questions about the fee schedule update long after the project is complete. ClearSource will serve as an expert resource regarding any questions received from City staff regarding the outcomes and fee schedule developed as part of this project. 5 2. Overview of Methodology and Firm's Approach to Completing the Project When selecting a fee study consultant, a City's finance team and service providers typically consider the consultant's overall philosophy with regard to fee setting, whether the consultant employs a one -size fits all approach, whether the consultant employs strong opinions regarding flat or deposit -based fees and how the consultant views its role in the completion of the project. Our thoughts regarding those topics are addressed below and on the following page. Flat Fees We recommend the use of flat fees for the majority of City fees. This allows for: • Improved ability for applicants to forecast fees • Consistency in the application of the fee structure • Less variability in staff monitoring their project hours • The ability for the City to achieve its program cost recovery goals in aggregate Fee Calculation Methodology We believe many methods work. • We try to defer to the preference of staff and the fee paying community • We require that any method chosen have a direct correlation to the service provided (e.g. after working with staff we may decide that the number of grading plats sheets being reviewed may have a much closer nexus to the cost of plan review than the cost of actual cost of grading) Deposit Based Fees We recommend use of deposit -based fees only for: • Highly variable, long time -frame projects typically found in the planning stage • Agencies with technology systems that can accomodate deposit -monitoring, staff buy - in regarding the importance of tracking time, and appropriate staffing levels to manage the deposit life -cycle Cost Recovery Targets We believe most fee paying stakeholders and Council members accept high cost recovery targets as long as: • The elements of the cost of service and assumptions are clearly communicated • The service level provided by staff is attentive, responsive, and collaborative • The City clearly communicates that only eligible costs are included in fees Consulting Approach We believe your fee consultant should be a trusted advisor and should enhance the community's faith in City operations. • We foster collaboration between stakeholder groups and the staff responsible for providing services • We finish well by assisting with staff r and resolution preparation and prese findings and recommendations to stakeholders and the City Council 3. Project Schedule Assuming project commencement by April 10, 2017, the project will be completed by June 30, 2017. A general project timeline is provided below. Work Task / Month Cost of Service Study for Fire Fees 1 Meetings, Interviews, Data Gathering and Review On -Site Mtg- Project Management/Finance Team On -Site Mtg - Service Providers (Multiple Mtgs per Dept.) Data Gathering and Review 2 Comprehensive Review of Existing Fees, Rates and Charges 3 Cost of Service Calculations and Model Development 4 Regional Fee Comparison 5 Recommend Fee Changes / Prepare Updated Fee Schedules 6 Prepare Fee Study Report 7 Presentation to City Council 8 Update and Deliver Final Documents/Files to the City Master Fee Schedule Update 1 Update Master Fee Schedule to Reflect Change in Regional CPI and Fire Fees 2 Review Proposed Fee Schedule with Departments and Modify as Necessary 3 Prepare Fee Schedule Update Report 4 Presentation to City Council 5 Update and Deliver Final Documents/Files to the City Apr I May I Jun 8 4. Estimated Project Hours Estimate of Service Hours to be Provided by ClearSource Work Plan Task Estimated Project Hours Cost of Service Study for Fire Fees 1 Meetings, Interviews, Data Gathering and Review On -Site Mtg - Project Management/Finance Team 1 On -Site Mtg - Service Providers (Multiple Mtgs per Dept.) 2 Data Gathering and Review 2 2 Comprehensive Review of Existing Fees, Rates and Charges 4 3 Cost of Service Calculations and Model Development 32 4 Regional Fee Comparison 4 5 Recommend Fee Changes / Prepare Updated Fee Schedules 8 6 Prepare Fee Study Report 8 7 Presentation to City Council 2 8 Update and Deliver Final Documents/Files to the City 1 Master Fee Schedule Update 1 Update Master Fee Schedule to Reflect Change in Regional CPI and Fire Fees 8 2 Review Proposed Fee Schedule with Departments and Modify as Necessary 8 3 Prepare Fee Schedule Update Report Included in Fire study 4 Presentation to City Council Included in Fire study 5 Update and Deliver Final Documents/Files to the City Included in Fire study Estimate of Service Hours to be Provided by La Quinta Staff UpdateFire Fee Study and Master Fee Schedule Work Plan Task Fire Staff Units O he vc Total 1 Provide Institutional Knowledge and Expertise 2.0 1.0 3.0 Provide Overview of Current Fee Schedules, Permit/Project 2 2.0 1.0 3.0 Tracking, and Financial Systems 3 Provide Budgeted and Historical Revenue and Expenditure Data 2.0 0.5 2.5 Provide Volume Related Information (e.g. Number of Permits 4 Issued, Application Types, Etc.) 2.0 0.0 2.0 5 Provide Annual Labor and Project Service Time Estimates 2.0 0.0 2.0 6 Review Findings ("Reasonableness Tests") and Reports 2.0 1.5 3.5 9 5. Project Budget The project budget is $12,000. This is a "not -to -exceed" fixed fee that includes all associated fees (i.e. printing costs, attendance at meetings, and travel). The budget assumes 80 project hours billed at $150 per hour. At no time will ClearSource request payment in excess of the project budget in order to complete the project. The following table provides pricing details for each component of the project. Work Plan Task Cost of Service Study for Fire Fees 1 Meetings, Interviews, Data Gathering and Review On -Site Mtg - Project Management/Finance Team On -Site Mtg - Service Providers (Multiple Mtgs per Dept.) Data Gathering and Review 2 Comprehensive Review of Existing Fees, Rates and Charges 3 Cost of Service Calculations and Model Development 4 Regional Fee Comparison 5 Recommend Fee Changes / Prepare Updated Fee Schedules 6 Prepare Fee Study Report 7 Presentation to City Council 8 Update and Deliver Final Documents/Files to the City Master Fee Schedule Update 1 Update Master Fee Schedule to Reflect Change in Regional CPI and Fire Fees 2 Review Proposed Fee Schedule with Departments and Modify as Necessary 3 Prepare Fee Schedule Update Report 4 Presentation to City Council 5 Update and Deliver Final Documents/Files to the City Project Hourly Fee Hours Rate 1 $150 $150 2 $150 $300 2 $150 $300 4 $150 $600 32 $150 $4,800 4 $150 $600 8 $150 $1,200 8 $150 $1,200 2 $150 $300 1 $150 $150 8 $150 $1,200 8 $150 $1,200 Included in Fire study Included in Fire study Included in Fire study Payment Terms ClearSource will provide monthly billings for in -progress work completed. The amounts billed will correspond to the timeline and deliverables identified in this proposal. 10 6. References City of Azusa Contact Mr. Richard Lam, Budget Analyst Email rlam@ci.azusa.ca.us Telephone Number (626) 812-5200 City of ••• Contact Mr. Chris Macon, City Manager Email cmacon@cityoflagunawoods.org Telephone Number (949) 639-0500 LarkspurCity of ContactMs. Cathy Orme, Finance Director Email corme@cityoflarkspur.org Telephone Number (415) 927-5019 LeandroCity of San Contact Ms. Cynthia Battenberg, Community Development Director Email cbattenberg@sanleandro.org Telephone Number (510) 577-3352 11 7. Description of the Company and Resumes Service Goals and Philosophy Consistent, open communication wi clients ClearSource prides itself on successfully navigating timing, personality, competing values, and other challenges that arise when completing large scale, politically sensitive projects. During his career Mr. Madsen has been awarded for his integrity, client service, dedication, and perseverance. His treatment of internal staff, and respect for the challenges they face and the results they require in order to successfully accomplish their goals and objectives, results in working relationships that span multiple years and projects. Company Ownership and History ClearSource Financial Consulting is a California corporation. ClearSource was founded in October, 2011 by Mr. Terry Madsen. Mr. Madsen owns 100% of the company. Prior to founding ClearSource, Mr. Madsen was employed by the competing firm, NBS, from October, 2001 to October, 2011. Contact Information Company Name: ClearSource Financial Consulting Contact: Terry Madsen Phone: (831) 288-0608 1 Fax: (831) 684-7646 Address: 7960 B Soquel Drive, #363 Aptos, CA 95003 Email: tmadsen@clearsourcefinancial.com I Web: clearsourcefinancial.com Services Provided 12 Resumes for the Project Team Terry Madsen, MBA (Project Lead) This project will be led from start -to -finish by Mr. Terry Madsen. Mr. Madsen is the President and Principal Consultant of ClearSource Financial Consulting. For 15 years, he has provided financial consulting services exclusively to local government agencies. In October, 2011 Mr. Madsen founded ClearSource Financial Consulting (ClearSource), a firm dedicated to providing local government agencies with premier financial consulting services. From October, 2001 to October, 2011 Mr. Madsen was employed by the competing firm, NBS. Mr. Madsen's depth of knowledge includes numerous service areas including user fee studies, overhead cost allocation studies, internal service fund rate studies, water and wastewater rate studies, and special financing district administration. During his career he has served the following agencies, among others: • Atherton • Bell "The New Bell" • Chula Vista • East Palo Alto • Gustine • Hesperia • Indio • La Habra Heights • Laguna Woods • La Quinta • Long Beach • Los Angeles • Napa • Oakdale • Oro Loma Sanitary District • Sacramento • Sacramento Regional Transit District • San Carlos • San Diego Metropolitan Transit System • Santa Paula • Sierra Madre • Taft • Union Sanitary District • Ventura Mr. Madsen has worked closely with every level of the public body including property owners, community organizations, council members, special commissions, agency managers, all members of the agency finance team, directors of every agency department, management analysts, and the direct service staff that are the primary contact points for members of the community, such as inspectors, plan reviewers, operators, maintenance personnel, and records staff. Mr. Madsen's experience in user fee and overhead cost allocation studies includes all phases of the work, from project initiation to completion and presentation of final findings. He has examined building fees, planning fees, engineering and land development fees, recreation and community services fees, police fees, fire fees, NPDES inspection fees, library fees, public health fees, graffiti abatement fees, animal control fees, code enforcement fees, and administrative fees. He has calculated cost allocation and internal service fund charges for support service departments such as City Council, City Management and Administration, City Clerk, City Attorney, Finance, Human Resources, Information Technology, Fleet and Facilities Maintenance, and Risk Management. Mr. Madsen is a member of the California Society of Municipal Finance Officers. He received his undergraduate degree (Cum Laude) from Cal Poly, San Luis Obispo. He was awarded a Bachelor of Science in Business Administration with a Finance Concentration and an Economics Minor. He received his graduate degree from California State University. He was awarded a Master of Business Administration with an Entrepreneurship Concentration. 13 Jeanette Hahn (Senior Consultant) Jeanette Hahn is a Senior Consultant for ClearSource Financial Consulting. She has 16 years of experience advising municipal agencies on equitable and effective costs of service, cost recovery, and strategic financial planning. Ms. Hahn has analytical and policy expertise in the following subject matter: • Water, wastewater, reclaimed water, and storm water/drainage utility rates and fees • Development impact fees and capacity charge nexus analysis/justification • Cost of service analysis and cost allocation for cost recovery opportunities, including user fees, regulatory fees, and contracts/partnerships • Economic feasibility/decision analysis • Long-range financial planning • Benchmarking Prior to becoming part of the ClearSource team in 2017, Ms. Hahn succeeded at competing consulting firms. She was Director of Financial Consulting for NBS from 2007 to 2011 and served progressive roles at FCS GROUP from 1997 to 2007, including California Regional Manager from 2004 to 2007. Ms. Hahn stepped down from these executive roles in 2011 to focus on motherhood. Ms. Hahn has performed nearly 200 separate engagements for public agencies of diverse size and situation throughout the Western United States, including in California, Washington, Oregon, Idaho, Nevada, Utah, Montana, and Alaska. She is articulate and agile when working within the legal framework of rate and fee -setting across these states, with particular emphasis on California's Proposition 218 and the state's Mitigation Fee Act. As an accomplished and highly regarded speaker, Ms. Hahn has earned a reputation for crafting effective and persuasive messages for attaining legislative and public approval of financial plans and accompanying rates and fees. Her skills have been deployed frequently in municipal work to defuse contentious or actively contested matters. Furthermore, she has been repeatedly invited to present in educational and industry forums, such as the California Society of Municipal Finance Officers, League of California Cities, Association of California Water Agencies, and California Special Districts Association, among many others. Ms. Hahn holds a Bachelor of Arts in Economics with a Public Finance concentration from the University of Washington, Seattle. 14 Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.3 of this Agreement, the maximum total compensation to be paid to Consultant under this Agreement is Twelve `thousand Dollars ($12,000.00) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made on a monthly basis and in an amount identified in Consultant's schedule of compensation attached hereto for the work tasks performed and properly invoiced by Consultant in conformance with Section 2.2 of this Agreement. EXHIBIT B Page 1 of 1 Exhibit C Schedule of Performance Consultant shall complete all services identified in the Scope of Services, Exhibit A of this Agreement, in accordance with the following Project Schedule. Consultant may invoice City for one-third of the maximum total compensation, and City shall pay at the satisfactory completion of COST OF SERVICE STUDY FOR FIRE FEES Work Masks 1 through 4, then again at the satisfactory completion of COST OF SERVICE STUDY FOR FIRE FEES Work Tasks 5 through 8, and finally at the satisfactory completion of MASTER FEE SCHEDULE UPDATE Work Tasks 1 through 5. Fire Fee Study and Master Fee Schedule IU pdate Work Task I Month Apr May Jun Cost of Service Study for Fire Fees 1 Meetings, Interviews, Data Gathering and Review on -Site Mtg- Project (Management/Finance Team On -Site Mtg- Service Providers (Multiple Mtgs per Dept.) Data Gathering and Review 7 Comprehensive Review of Existing Fees, Rates and, Charges 3 Cost of Service Calculations and Model Development 4 Regional Fee Comparison 5 Recommend Fee Changes/ Prepare U pdated Fee Schedules 6 Prepare Fee Study Report 7 Presentation to City Council 8 Update and (Deliver Final Documents/Files to the City Master Fee Schedule Update 1 Update Master Fee Schedule to Reflect Change in Regional CPI and Fire Fees 2 Review Proposed Fee Schedule with Departments and Modify as Necessary 3 Prepare Fee Schedule Update Report 4 Presentation to City Council 5 Update and Deliver Final Documents/Files to the City EXHIBIT C Page 1 of 1 f►rem Exhibit D Special Requirements EXHIBIT D Page 1 of 1 Exhibit E Insurance Requirements E.1 Insurance. Prior to the beginning of and throughout the duration of this Agreement, the following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A-:VII: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured (on the Commercial General Liability policy only) shall be delivered to and approved by City prior to commencement of the services hereunder. Consultant shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Consultant, its officers, any person directly or indirectly employed by Consultant, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses EXHIBIT E Page 1 of 6 arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. Consultant shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self -insured retention is increased. In the event any of said policies of insurance are cancelled, Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies or certificates evidencing the some shall not be construed as a limitation of Consultant's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. E.2 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Consultant to stop work under this Agreement and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. C. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Consultant's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or EXHIBIT E Page 2 of 6 property resulting from Consultant's or its subcontractors' performance of work under this Agreement. €.3 General Conditions Pertaining to Provisions of insurance Coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees, and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or EXHIBIT E Page 3of6 any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to City. 9. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the some 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 subcontractors and others engaged in the project will be submitted to City for review. 10. Consultant agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self - insured retention, substitution of other coverage, or other solutions. 11. The City reserves the right at any time during the term of this Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 13. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. EXHIBIT E Page 4 of 6 14. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 15. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the some coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents. 17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Exhibit supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 20. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 21. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City EXHIBIT E Page 5of6 assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. EXHIBIT E Page 6 of 6 Exhibit F Indemnification F.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officials, employees, and agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature, and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or of any subcontractor), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Consultant. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend (with counsel selected by City), and hold harmless the Indemnified Parties from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the some arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees, or subcontractors of Consultant. F.2 Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the terms of this Exhibit. Failure EXHIBIT F Page 1 of 2 of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. a. Indemnity provisions for Contracts Related to Construction. Without affecting the rights of City under any provision of this agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City. b. Indemnification provision for Design professionals. 1. Applicability of Section F.2(b). Notwithstanding Section F.2(a) hereinabove, the following indemnification provision shall apply to Consultants who constitute "design professionals" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend (with counsel selected by City), and hold harmless the Indemnified parties from and against any and all claims, lasses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or of any subcontractor), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subcontractor, anyone directly or indirectly employed by them or anyone that they control. 3. Design professional Defined. As used in this Section F.2(b), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. 0 ClearSource Financial Consulting April 2017 City of La Quinta Attn: Susan Maysels, City Clerk 78-495 Calle Tampico La Quinta, CA 92253 RE: Professional Services Agreement for Cost of Services Study for Fire -Related Fees and Master Fee Schedule Update Dear Susan: Enclosed please find: • Signed original of the Professional Services Agreement • Signed original Form 700 I will forward an updated insurance certificate as soon as I receive it from the insurance broker. Please contact me if you require any further information in order to execute the agreement. I can be reached at (831) 288-0608 or via email at tmadsen@clearsourcefinancial.com. Sincerely, r Terry Madsen President ClearSource Financial Consulting 1 7960 B Soquel Drive, #363 Aptos, CA 95003 1 Phone: 831.288.0608 1 Fax: 831.684,7646 www.clearsourcefinancial.com STATEMENT OF ECONOMIC INTERESTS Date Initial Filing Received Official use only COVER PAGE Please type or print in ink. NAME OF FILER (LAST) (FIRST) (MIDDLE) Madsen Terence Michael 1. Office, Agency, or Court Agency Name (Do not use acronyms) ClearSource Financial Consulting Division, Board, Department, District, if applicable Your Position President ► If filing for multiple positions, list below or on an attachment. (Do not use acronyms) Agency: Position: 2. Jurisdiction of Office (Check at least one box) ❑ State ❑ Multi -County ❑ City of 3. Type of Statement (Check at least one box) 0 Annual: The period covered is January 1, 2016, through December 31, 2016. .or - The period covered is through December 31, 2016. ❑ Assuming Office: Date assumed __J___J ❑ Candidate: Election year ❑ Judge or Court Commissioner (Statewide Jurisdiction) ❑ County of ❑x Other Consultant for City of La Quinta ❑ Leaving Office: Date Left (Check one) O The period covered is January 1, 2016, through the date of leaving office. .or- 0 The period covered is 1 through the date of leaving office. and office sought, if different than Part 1: 4. Schedule Summary (must complete) ► Total number of pages including this cover page: Schedules attached ❑ Schedule A-1 - Investments — schedule attached ❑ Schedule A-2 - Investments — schedule attached ❑ Schedule B - Real Property — schedule attached .or- 0 None - No reportable interests on any schedule 5. Verification ❑ Schedule C - Income, Loans, & Business Positions — schedule attached ❑ Schedule D - Income — Gifts — schedule attached ❑ Schedule E - Income — Gifts — Travel Payments — schedule attached MAILING ADDRESS STREET CITY STATE ZIP CODE (Business or Agency Address Recommended - Public Document) 7960 B Soquel Drive, #363 Aptos CA 95003 DAYTIME TELEPHONE NUMBER E-MAIL ADDRESS ( 831 ) 288-0608 �tmadsen@clearsourcefinancial.com, I have used all reasonable diligence in preparing this statement. I have reviewed this statement and to the best of my knowledge the information contained herein and in any attached schedules is true and complete. I acknowledge this is a public document. I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Date Signed q . k -k ) i'" % i Signature " (month, day, year) (File th originally signed statement with your filing official.) FPPC Form 700 (2016/2017) FPPC Advice Email: advice@fppc.ca.gov FPPGToll-Free Helpline: 866/275-3772 www.fppc.ca.gov -1 0 CERTIFICATE LIABILITY INSURANCE DATE (MM/DD/YYYY) 4/27/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER FRANK VITALE INSURANCE AGENCY 4067 CorySt Soquel, CA 95073 CONTACT NAME: PHONE (831) 462-9222 kX No:(831) 462-9299 Ext E-MAIL ADDRESS. ADDRESS: Fvi tole 9 9 @ gmai 1 . Com INSURER(S) AFFORDING COVERAGE NAIC# INSURER A. PHILADELPHIA INDEMNITY INS CO 18058 i INSURED CLEARSOURC FINANCIAL CONSULTING INSURER B : TRAVELERS PROPERTY CASUALTY CO OF AMERICA 2 5 6 7 4 7960 B SOQUEL DR, STE 363 INSURER C APTOS , CA 95003 INSURER D : INSURERE: 831-288-0608 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1 000, 000 CLAIMS -MADE I X I OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 501000 MED EXP (Any one person) $ 5 0 0 A Y Y PHSD1191115 12/09/2016 12/09/2017 PERSONAL & ADV INJURY $ 1, O O O, O O O GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2 , O O O , O O O POLICY 1-1 ECT CI LOC X PRODUCTS - COMP/OP AGG $ 1 , O O O , O O O $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ i, 0 0 0, o 0 0 BODILY INJURY (Per person) $ A ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X NON -OWNED AUTOS Y Y PHSD1191115 12/09/2016 12/09/2017 BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/ N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N/A I JUB- OE 3 7 6 8 3 -A-16 I JUB - OE 3 7 6 8 3 —A-17 O1/Ol/2017 01/01/2017 Ol/Ol/2018 01/01/2018 X STATUTE ERH E.L. EACH ACCIDENT $ 1, 0 0 0, 0 0 0 E.L. DISEASE - EA EMPLOYE $ 1 , O O O , O O O If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1 , 0 0 o , 0 0 0 A PROFESSIONAL LIABILITY PHSD1191115 12/09/2016 12/09/2017 AGGREGATE $2 , 000 , 000 OCCURRENCE $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) PER CO "A" BLANKET ADDITIONAL INSURED, PRIMARY & WAIVER OF SUBROGATION ELITE ENDORSEMENT ATTACHED, THE CERTIFICATE HOLDER, THE CITY OF LA QUINTA, ITS OFFICERS, EMPLOYEES,CONTRACTORS, SUBCONTRACTORS AND AGENTS ARE NAMED AS ADDITIONAL INSURED WITH REGARDS TO THE INSUREDS UPCOMING FINANCIAL CONSULTING UPCOMING WORK FOR 2017. JOB DURATION: APRIL 15,2017 TO JUNE 30 ,2017. *10 DAY NOTICE RE: NON-PAYMENT APPLIES. CERTIFICATE HOLDER CANCELLATION CITY OF LA QUINTA 78-495 CALLE TAMPICO PO BOX 1504 LA QUINTA CA, 92247-1504 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE AAK ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD TRAVELERS ONE TOWER SQUARE HARTFORD, CT 06183 CHANGE EFFECTIVE DATE: 04-28-17 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY CHANGE DOCUMENT WC 99 99 98 ( A) POLICY NUMBER: (IJUB-OE37683-A-17) NCCI CO CODE: 13579 INSURER: TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA INSURED'S NAME: CLEARSOURCE FINANCIAL SEE ENDORSEMENT WC 99 06 01 This change is issued by the Company or Companies that issued the policy and forms a part of the policy. It is agreed that the policy is amended as follows: An absence of an entry in the premium spaces below means that the premium adjustment, if any, will be made at time of audit. ADDITIONAL PREMIUM $ ADDITIONAL NON -PREMIUM $ RETURN PREMIUM $ RETURN NON -PREMIUM $ The following endorsement charge is added to the schedule: STATE OF CA LOCATION 001 01 WAIVER OF SUBROGATION SEE ENDT WC 04 03 06 (01)-006 CLASSIFICATION CODE PREM. BASIS RATE SPECIFIC WAIVER SEE ENDT WC 04 03 06 (01)- 006 CITY OF LA QUINTA 0930 38 0.0600 A Premium Bearing Endorsement class is amended as follows: STATE OF CA LOCATION 001 01 ESTIMATED PRO RATA PREMIUM ESTIMATED PRO RATA CLASSIFICATION CODE PREM. BASIS RATE PREMIUM SPECIFIC WAIVER SEE ENDT WC 04 03 06 (01)- 001 DATE OF ISSUE: 05-10-17 SR CHANGE NO: 002 PAGE 001 OF MORE POL. EFF. DATE: 01-01-17 POL. EXP. DATE: 01-01-18 OFFICE: WALNUT CREEK 418 PRODUCER: FRANK VITALE INS AGENCY CVD78 COUNTERSIGNED AGENT r�i-BRQ01 (9/05) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: A A a UA za ll A Uj :41 Z441 a 0 .• k -:11'M I ILI I *1611A I'Ll I a :1 It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposures are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy. Throughout this endorsement the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the Company providing this insurance. Part 1: Property Coverage Enhancements: The following amendments are a part of the BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM: 1. Increased Glass Limits Section A. Coverage, item 4.b. is replaced by: b. With respect to glass (other than glass building blocks) that is part of the interior of a building or structure, or part of an outdoor sign, we will not pay more than $3,000 for the total of all loss or damage in any one occurrence. This Limitation does not apply to loss or damage by the "specified causes of loss", except vandalism. 2. Increased Fire Department Service Charge Section A. Coverage, item 5.c. is replaced by: c. Fire Department Service Charge When the fire department is called to save or protect Covered Property from a Covered Cause of Loss, we will pay up to $3,000 for your liability for fire department service charges: (1) Assumed by contract or agreement prior to loss; or (2) Required by local ordinance. 3. Reduced Waiting Period and Longer Duration for Civil Authority Coverage Section A. Coverage, item 5J. is replaced by: L Civil Authority We will pay for the actual loss of Business Income you sustain and necessary Extra Expense caused by action of civil authority that prohibits access to the described premises due to direct physical loss of or damage to property, other than at the described premises, caused by or resulting from any Covered Cause of Loss. The coverage for Business Income will begin 48 hours after the time of that action and will apply for a period of up to three consecutive weeks after coverage begins. Page 1 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. The coverage for necessary Extra Expense will begin immediately after the time of that action and ends: (1) 5 consecutive weeks after the time of that action; or (2) When your Business Income coverage ends; whichever is later. The definitions of Business Income and Extra Expense contained in the Business Income and Extra Expense Additional Coverages also apply to this Civil Authority Additional Coverage. The Civil Authority Additional Coverage is not subject to the Limits of Insurance. 1 NO 5MM4 1 III,= =G, 1=0 0 Section A. Coverage, item 1.b., the first paragraph is replaced by: b. Personal Property located in or on the buildings at the described premises or in the open (or in a vehicle) within 1,250 feet of the described premises, including: fl01 � I I liiill Section A. Coverage, item 6.b. is replaced by: a %W %W . 0 %1% a a . � rw 0 %,.Y Off X a '60 a a . %W *,;,- h. Persnnni Prnnertv Off Promiana You may extend the insurance that applies to Business Personal Property to apply to covered Business Personal Property, other than "money" and "securities", "valuable papers and records" or accounts receivable, while it is in the course of transit or temporarily at a premises you do not own, lease or operate. The most we will pay for loss or damage under this Extension is $10, 000. 6. Increased limits for Outdoor Property Section A. Coverage, item 6.c. is replaced by: c. Outdoor Property You may extend the insurance provided by this policy to apply to your outdoor fences, radio and television antennas (including satellite dishes), signs (other than signs attached to buildings), trees, shrubs and plants, including debris removal expense, caused by or resulting from any of the following causes of loss: (1) Fire; (2) Lightning; (3) Explosion; (4) Riot or Civil Commotion; or (5) Aircraft. The most we will pay for loss or damage under this Extension is $5,000, but not more than $1 000 for any one tree, shrub or plant. 7. Fire Extinguisher Recharge Section A. Coverage, item 6. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover expenses you incur to recharge portable fire extinguishers, dry chemical, carbon dioxide, or liquid automatic fire extinguishing systems and the cost of resetting automatic fuel shut-off connections, if any of the above are discharged to fight a fire or are discharged due to a mechanical malfunction. The most we will pay for loss or damage under this extension is $3,000. Page 2 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. No deductible shall apply to this coverage. 8. Business Income Enhancement Section A. Coverage, item 5. Additional Coverages, section f. Business Income is amended as follows: The reference to "60 days" as the limitation on payroll expenses is replaced by "365 days." Section A. Coverage, item 6. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover necessary expense to repair to replace exterior or interior door locks of a covered building: a) If your door keys are stolen in a covered theft loss; or b) When your property is damaged and your door keys are stolen by the burglars. The most we will pay under this extension of $250 for any one occurrence. 10-.- Removal of Sewer Backup Exclusion Section B. Exclusions, item g(3) is amended to include: Backups of sewers will not be excluded, but the most we will pay for such losses is $500 in the policy period. Part 2: Liability Coverage Enhancements: The following amendments are a part of the BUSINESSOWNERS LIABILITY COVERAGE FORM: 1. Medical Payments If Medical Payments Coverage (Coverage A.2.) is not otherwise excluded from this Coverage Part: The Medical Expense Limit is changed subject to all the terms of Limits Of Insurance (Section D) to the greater of: a. $10,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. Supplementary Payments In the Supplementary Payments — (Coverage A. 1.d.): 1. The limit for the cost of bail bonds (item (2)) is changed from $250 to $500; and 2. The limit for loss of earnings (item (4)) is changed from $250 a day to $500 a day. 3. Blanket Additional Insureds Who is An Insured (Section C) is amended to include the following, but only for liability arising out of the negligence of the Named Insured: Each of the following is also an Insured: a. any Contractor, including contracting governmental entities, who hires you as their subcontractor; b. any person or organization who has an ownership interest in you; c. any lessor of leased equipment, who rents equipment to you, but only with respect to liability arising out of the maintenance, operation, or use by you, provided however that this Page 3 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. PI-BP-001 (9/05) item c. will not apply to (1) any occurrence which takes place after the equipment lease expires; nr (2) "Bodily Injury" or "Property Damage" arising out of the negligence of the lessor or contractor engaged to operate the leased equipment; and d. any owner, mortgagor, lessor, landlord, condominium association or manager of a premises leased by you, but only for "occurrences" that take place while you occupy the premises, provided however that this item d. will not apply to structural alterations, new construction, or demolition operations; and With regard to parties applicable under items a. through d. above, the Insurer and the Named Insured agree to waive rights of recovery, as provided within the policy. Nothing contained in this section C. shall serve to nullify matters excluded under section B. of the policy. 4. Bodily Injury - Mental Anguish The definition of "bodily injury" is changed to read: "Bodily Injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and JI b. Except for mental anguish, includes death resulting from the foregoing (item a. above) at any time. 6. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. 6. Employee Indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS — COVERAGES A.l.d., the following is added: (8) We will pay on your behalf defense costs incurred by an "employee" in a criminal proceeding, provided, however that you must have a prior written agreement with such "employee" whereby you agree to indemnify the "employee" for such defense costs, and the agreement includes a provision for repayment of defense costs in the event of an adverse judgment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $2,500 regardless of the number of employees, claims or "suits" brought or persons or organizations making claims or bringing "suits." 7. Amendment of Aggregate Limit iq� III p iiiiiiiiii , 1111p I R 11pil 0 LWI k E ff-ft lea I ffftwZ na oz, b. All other injury or damage, including medical expenses, arising from all "occurrences" during the policy period is three times the Liability and Medical Expenses limit. This limitation does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire or explosion. 8. Amendment to Watercraft Exclusion Part 13- Exclusions, item g.(2)(a) is amended by the following: The phrase "less than 26 feet" is replaced by "less than 51 feet." Page 4 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. Part 3: Amendment of Conditions: 1. Other provisions of the policy notwithstanding, this policy will be primary for all losses covered herein, and the existence of other insurance will not serve to reduce our obligation. 2. You will have the right to waive our rights of recovery prior to a loss with respect to any party. This must be done in writing to affect our rights. Page 5 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. ta QaiKra GEM e1v DESERT MEMORANDUM TO: Frank J. Spevacek, City Manager FROM: Susan Maysels, City Clerk DATE: April 24, 2017 RE: ClearSource Financial Services agreement to conduct a comprehensive review of the City's Master Fee Schedule Attached for your signature is the agreement between the City of La Quinta and ClearSource Financial Services procured to conduct a comprehensive review of the City's fees by incorporating Riverside County's Fire Department's fees into the City's existing permit fees. Please sign the attached agreement(s) and return to the City Clerk for processing and distribution. Requesting department shall check and attach the items below as appropriate: X Contract payments will be charged to account number: 101-6001-60104 X Amount of Agreement, Amendment, Change Order, etc.: $12,000 X A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with X no reportable interests in LQ or reportable interests NA A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authority to execute this agreement is based upon: X Approved by the City Council on 04/04/2017 — CC RES 2013-043 X City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $50,000 or less. This expenditure is $9,900 and authorized by contract approved by Council. NA Initial to certify that 3 written informal bids or proposals were received and considered in selection The following required documents are attached to the agreement: NA Insurance certificates as required by the agreement (approved by Risk Manager on dot ) NA Performance bonds as required by the agreement (originals) X City of La Quinta Business License number: LIC-0099193; Exp: 05/31/2017 NA Purchase Order number CITY OF [A QUINTA PURCHASE ORDER 78-495 Calle Tampico La Quinta, CA 92253 PH: (760) 777-7057 PO Number: P000000125 Date: 05/01/2017 Requisition #: REQ00000173 Vendor #: 08116 ISSUED TO: CLEARSOURCE FINANCIAL CONSULTING SHIP TO: City of La Quinta 7960 B SOQUEL DR #363 78495 Calle Tampico APTOS, CA 95003- La Quinta, CA 92253 1. Original invoice must be sent to: City of La Quinta, Finance Department, 78-495 Calle Tampico, La Quinta, CA 92253. 2. Payment may be expected within 30 days of receipt of goods, unless otherwise stated. 3. C.O.D. shipment will not be accepted. 4. Purchase Order numbers must appear on all shipping containers, packing slips and invoices. Failure to comply with the above request may delay payment. 5. All goods are to be shipped F.O.B. Destination unless otherwise stated. 6. All materials and services are subject to approval based on the description on the face of the purchase order or appendages thereof. Substitutions are not permitted without approval of the Requesting Department. Material not approved will be returned at no cost to the City. 7. All goods and equipment must meet or exceed all necessary city, state and federal standards and regulations. 8. Vendor or manufacturer bears risk of loss or damage until property received and/or installed. 9. Seller acknowledges that the buyer is an equal opportunity employer. Seller will comply with all equal opportunity laws and regulations that are applicable to it as a supplier of the buyer. 10. The City is exempt from all federal excise and state tax — ID# 95-3740431 Finance Department: (760) 777-7057