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2012 ClearSource Financial - Fee & Rate StudyPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and ClearSource Financial Consulting ("Consultant"). 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 Comprehensive Fee and Rate Study, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of La Quinta 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. 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. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has. investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work 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_Saction 4.2 hereof). 1.5 Care of Work and Standard of Work. a. Care of Work. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work 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 work 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. b. Standard of Work. Consultant acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's services and work will be held to a heightened standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Consultant represents to City that it holds the necessary skills and abilities to satisfy the heightened standard of work as set forth in this Agreement. 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") when directed to do so by the Contract Officer. Consultant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer. 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 Manager's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time due, whether by way of compensation, restitution, quantum meruit, etc. for Additional Services provided without the appropriate authorization from the Contract Manager. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.2 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 "D" (the "Special Requirements"). In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2.0 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 Lacs revised 2-7-12 Compensation") in a total amount not to exceed Ten Thousand Nine Hundred Fifty Dollars ($10,950) (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. 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, "Additional Services." 2.2 Compensation for Additional Services. Additional services approved in advance by the Contract Manager pursuant to Section 1.6 of this Agreement, "Additional Services," 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 amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. 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 Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of .this Agreement. 2.3 . Method of Billing. Any month in which Consultant wishes to receive payment, Consultant shall submit to City no later than the tenth (1.Oth) 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 work performed in accordance with the terms of this Agreement. City will pay Consultant for all,expenses 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. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. Last revised 2-7-12 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 maybe 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 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. The term of this agreement shall commence on May 16, 2012 and terminate on October 31, 2012 (initial term), Unless earlier terminated in accordance with Sections 8.7 or 8.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services, except as otherwise provided in the Schedule of Performance. 4.0 COORDINATION OF WORK 4.1 Representative of Consultant. The following principals of Consultant are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: a. Terry Madsen, President ClearSource Financial Consulting It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Last revised 2-7-12 The foregoing principals may not be changed by Consultant and no other personnel may be assigned to perform the service required hereunder without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be Timothy R. Jonasson, Public Works Director/City Engineer or such other person as may be designated 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, which 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. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and 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 assigned or transferred, voluntarily or by operation of law, without the prior written approval 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 employees, perform the services required herein, except as otherwise set forth. 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. 4.5 City Cooperation. City shall provide Consultant with any plans, publications, reports, statistics, records or other data or information pertinent to 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 and throughout the duration of the Work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, personal and public liability and property damage 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 Last revised 2-7-12 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 general liability policy only) shall be delivered to and approved by City prior to commencement of the services hereunder. The following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A -:VI: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Errors and Omissions Liability $1,000,000 (per claim and aggregate) 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. All insurance required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without written notice to City of proposed cancellation. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. 5.2 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. Last revised 2-7-12 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 property resulting from Consultant's or its subcontractors' performance of work under this Agreement. 5.3 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 Contractor 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 the 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. Last revised 2-7-12 - 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty; to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. It is acknowledged by the parties of this. agreement that all insurance coverage 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 same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with 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 the contract 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. Last revised 2-7-12 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. 14. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of arly 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 same 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. 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. 17. 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. 18. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 19. 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 Last revised 2-7-12 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. 20. 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 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. 6.0 INDEMNIFICATION. 6.1 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 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 subconsultants), 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 subconsultants (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 and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Last revised 2-7-12 Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. 6.2 Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subconsultant 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 section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth 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 6.2(b). Notwithstanding Section 6.2(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, and hold harmless City and City's agents, officers, officials, employees, representatives, and departments ("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 subconsultants), 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, that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Last revised 2-7-12 Consultant, any subconsultant, anyone directly or indirectly employed by them or anyone that they control. 3. Design Professional Defined. As used in this Section 6.2(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. 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. 7.2 Records. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principals. The Contract Officer shall have .full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.3 Ownership of Documents. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form, which are prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of City and shall be delivered to City upon termination of this Agreement or upon the earlier request of the Contract Officer, 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 of the documents and materials hereunder. Consultant shall cause all subcontractors to assign to City any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages suffered thereby. 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 completion of this Contract and shall thereafter remain in full force and effect. Last mvised 2-7-12 7.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer 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 construed and interpreted 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 and 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 8.7. 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 party of any default must be in writing and shall not be a Last revised 2-7-12 waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain 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 8.8 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 work and prosecute the same 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 owed City as previously stated in Section 8.3. 8.9 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. Last revised 2-7-12 9.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 9.1 Non -liability of City Officers and Employees. No officer or employee 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. No officer or employee of City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or 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 general 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 race, color, creed, religion, sex, marital status, 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, national origin or ancestry. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. To City: CITY OF LA QUINTA Attention: Mark Weiss Interim City Manager 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92247-1504 Last revised 2-7-12 To Consultant: ClearSource Financial Consulting Attention: Terry Madson, President 7960 B Soquel Drive, #363 Aptos, CA 95003 10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining 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. 10.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA a California municipal corporation Mark Weiss, Interim City Manager ATTEST: S-� Susan Maysels, Interifo City Clerk AS TO FORM: City Attorney Las[ revised 2-7-12 -i7- t Date CONSULTANT: ClearSource Financial Consulting Name: w -', -- Terry Ma sen Title: President Date: May 9, 2012 Last revised 2-7-12 Exhibit A Scope of Services Cover Letter April 16, 2012 City of La Quinta Attn: Mr. Timothy R. Jonasson, Public Works Director/City Engineer 78495 Calle Tampico La Quinta, CA 92253 Subject: Comprehensive Fee and Rate Study To Mr. Jonasson, Mr. Wimmer, Mr. Butler, and Mr. Johnson: Three Promises ClearSource Makes That Other Responders Will Not Make As the selection committee for this project, you will likely review between 5 and 10 proposals from firms interested /n performing this work for the City. Although I have not seen the proposals it is likely that each responder will cite the following: • A project team with a long, successful track record of performing these types of studies during their careers and a long list of references for similar projects. • A scope of services that results in the delivery of sound, legally defensible, cost of service models and fee schedules to the City. • A statement that the responder will satisfy the City, and provide a great project experience. ClearSource will be the only responder that promises: 1) A concurrent project limit to ensure La Quinta receives the attention it deserves. 2) A billing schedule that requests payment only upon completion of the project, to ensure the timely completion of the entire project. 3) At least 6 days of on -site meetings to encourage internal and external stakeholder involvement. ClearSource's Vision Statement for This Proposal ClearSource will make every dollar count for the City of La Quinta. The project will be completed on time, on budget, and include a high-level of internal stakeholder Involvement The City will receive an independently prepared, user friendty, legally defensible fee and rate study that becomes property of the City. ClearSource's vision for the project is in -line with the City's long history of making prudent financial decisions, with an eye on the long-term fiscal health and vibrancy of the City, its residents, and its businesses. Proposal - Comprehensive Fee and Rate Study ClearSource Financial Consulting 1 Summary of the Proposal Work to Be Done ClearSource will conduct a comprehensive fee and rate study for the City of La Quinta. The study will examine all user and regulatory fees, except those fees identified in "Addendum Number 1" as excluded from the study. Project Team ClearSource will provide the City of La Quinta with one point of contact for completion of all aspects of this study. Terry Madsen will conduct all meetings, perform all analyses, and deliver and present all findings. This will eliminate the difficulty often encountered by agencies that hire a project team composed of several different people with varying analytical abilities and hands-on experience. Project Timeline Assuming a project commencement date of May 16, 2012, final reports and findings will be completed and ready for presentation at public outreach meetings and a public hearing by July 16, 2012. Limited Number of Concurrent Projects During the course of this study ClearSource will limit the number of concurrent client engagements to ensure that the City of La Quinta receives proper attention and the project will be completed as scheduled. Multiple Opportunities for Stakeholder Feedback Six on -site meeting days are proposed. Significant stakeholder involvement is particularly important in this study, since the City's prior fee study was completed more than fifteen years ago. Project Budget A fixed, not -to -exceed, project budget built upon the vision statement that ClearSource will make every dollar count for La Quinta while ensuring timely delivery of materials and full attention to the project. The budget is included in the cost proposal portion of this response. Payment Terms To encourage the timely completion of the study, the proposed schedule of payment for services assumes completion of the entire study before City payment of fees to ClearSource Financial Consulting. Deliverables Tailored to La Quinta The City of La Quinta will receive products tailored to meet its needs. For example, the City currently uses valuation based methodologies to set many of its building fees. If this methodology works well for the City and its fee payers, ClearSource will complete the study assuming continuation of this methodology. If the City desires to examine alternative methodologies, we can modify the methodology and provide insight into upside/downside of alternative methodologies and provide recommendations for modification, if any. Proposal — Comprehensive Fee and Rate Study ClearSource Financial Consulting 3 Objectives to Be Accomplished In order for the City to receive the full benefits of this study, ClearSource's deliverables include: • At least six days of on -site meetings, intended to: o Allow the City's project manager and department representatives to familiarize ClearSource with the City's operations, needs, and practices for providing fee related services to the residents and businesses of La Quinta. o Allow for review and feedback of preliminary and final study findings. o Support the City in the public hearing process and inform the City Council of factors it may consider when setting targeted cost recovery and fee levels. • Updatable, Excel -based, formula -driven, models and fee schedules that: o Calculate the costs of providing fee related services, composite fully -burdened hourly rates for service providers, and current cost recovery levels. o Allow for annual update of fees to occountfor inflationary adjustments. • Updatable, Word -based, report narrative that details the: o General purpose of the study. o Legislation influencing the methodology and outcomes of the study. o Fee -related services examined in the study (Building, Planning, Engineering, etc...) o Allocation of revenues and expenditures to each service area. o Methodology used to calculate the full cost of providing fee related services. o Data sources used to influence cost of service findings (time estimates permit volume, labor costs, etc..j. o Final findings and outcomes for the study, including impacts to the City's General Fund. • On -site training to encourage the likelihood of the City's future in-house maintenance and update of the cost of service models, and master fee schedule. • On -going access to ClearSource expertise after the study is complete. o City staff may have questions about study outcomes or updating the Excel models long after the study is complete. ClearSource will serve as an expert resource regarding any questions received from City staff regarding the outcomes and models developed as part of this study. Summary of Qualifications This project will be completed from start to finish by Mr. Terry Madsen. 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: • The City of Chula Vista • The City of Oakdale • . The City of East Palo Alto • The City of Sacramento • The City of Hesperia • The City of San Carlos • The City of Indio • The City of Santa Paula • The City of La Habra Heights • The City of Sierra Madre Proposal —Comprehensive Fee and Rate Study ClearSource Financial Consulting 3 • The City of Long Beach • The City of Los Angeles • The City of Napa • The City of Taft • The City of Ventura • The Town of Atherton The best way for an agency to determine whether a responder will be able to successfully perform the services requested is by contacting other agencies that have received similar services from members of the project team. The City of La Quinta is encouraged to contact the references listed in the cost proposal for this work. ClearSource is dedicated to providing premier financial consulting service to local government agencies. ClearSource focuses on the issues that matter most to policy makers and constituents: Statement Binding ClearSource to the Terms of Proposal 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 not less than 90 calendar days from the date of this submittal. Thank you for reading this proposal. I look forward to answering any questions you have and, if necessary, tailoring the proposal to meet the City's exact needs. Sincerely, Terry Madsen President, ClearSource Financial Consulting Proposal — Comprehensive Fee and Rate Study ClearSource Financial Consulting - 4 Contact and Legal information for ClearSource Financial Consulting ClearSource Financial Consulting is a California corporation, properly formed and in good standing with the California Secretary of State. ClearSource is not a subsidiary of any "parent company". Contact information for the company is as follows: Contact Information Legal Name: ClearSource Financial Consulting Contact: Terry Madsen Phone: (831) 288-0608 Fax: (831) 288-0718 Email: tmadsen@clearsourcefinancial.com Web: clearsourcefinancial.com Address: 7960 B Soquel Drive, #363 Aptos, CA 95003 ClearSource was founded in October 2011. Prior to founding ClearSource, Terry Madsen provided financial consulting services to local government agencies from October 2001 through October 2011 for the competing consulting firm, NBS. ClearSource provides the following services to local government agencies: • User and regulatory fee studies • Cost allocation and cost of service studies • Internal service fund rate studies • Water and wastewater rate studies Proposal — Comprehensive Fee and Rate Study ClearSource Financial Consulting 5 Description of the Project Team Terry Madsen, MBA This project will be completed from start -to -finish by Mr. Terry Madsen. Mr. Madsen is the President and Principal Consultant of ClearSource Financial Consulting. He has spent the past ten years providing 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: • The City of Chula Vista • The City of East Palo Alto • The City of Hesperia • The City of Indio • The City of La Habra Heights • The City of Long Beach • The City of Los Angeles • The City of Napa • The City of Oakdale • The City of Sacramento • The City of San Carlos • The City of Santa Paula • The City of Sierra Madre • The City of Taft • The City of Ventura • The Town of Atherton Mr. Madsen has worked closely with every level of the public body including property owners, community organizations, council members, special commissions, city managers, all members of the city 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, recreation coordinators, 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 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, San Bernardino. He was awarded a Master of Business Administration with an Entrepreneurship Concentration. Proposal — Comprehensive Fee and Rate Study ClearSource Financial Consulting 6 Scope of Work and Work Plan Healthy, vibrant, cities evolve overtime. They evolve to respond to the changing needs of citizens, changes in regulations, and changes in local and regional economies. As these changes occur it is prudent for a city to re-examine its costs of providing services. Identifying costs and making deliberate polity decisions about the recovery of costs helps a city maintain fiscal ` sustainability. Work Plan The following highlights the work plan ClearSource will use to complete all requirements of the City's Scope of Work for this comprehensive fee and rate study: Step 1: Develop Understanding of the Organization and Gather and Review Data The purpose of Step 1 is to ensure that ClearSource has a proper understanding of the departments responsible for providing fee related services, any known deficiencies in current systems or fees, and any areas of specific focus for the study. To accomplish this, ClearSource will: • Review and interpret all readily -available and published data sources such as the City's adopted budget, fee schedules, prior fee study, etc. • Meet with representatives of all departments that provide fee services examined as part of this study. • Gather any relevant data contained or managed at the departmental level (e.g. permit volume statistics, department specific organization charts, time tracking information, etc.). • Prepare questionnaires and conduct interviews intended to gather any remaining organizational information required to complete this study. Step 2: Develop Cost of Service Models The purpose of Step 2 is to 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 of La Quinta. 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: • Use the information gathered in Step 1 to 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 o Calculate composite fully -burdened hourly rates for each functional division that provides user or regulatory fee services Proposal — Comprehensive Fee and Rate Study ClearSource Financial Consulting 7 o Calculate the full costs of providing fee related services and compare that to current fee and revenue levels to determine cost recovery levels at the program and individual fee level Step 3: Prepare 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 of La Quinta'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 comparison 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 Step 4: Document Findings and Prepare Fee Schedule ClearSource will prepare user and regulatory fee reports that include: • 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 • Updated schedules of user and regulatory fees Step 5: Present Findings to Stakeholders and the City Council During its March 20, 2012 meeting the City Council authorized staff to move forward with requesting proposals for a user fee study. The authorization was in response to various revenue alternatives presented to the City Council for discussion and consideration. Completing this study, and presenting its findings and outcomes will provide the City s elected officials with the information they need to make critical policy decisions regarding recovery of user and regulatory fees. Accordingly, ClearSource will prepare presentation materials and present findings to selected stakeholder groups and the City Council. Step 6: Transfer Study Materials to the City ClearSource will deliver four bound, one unbound copy, and a single PDF file of the final versions of study materials to the City. The City will also receive electronic, working (not read-only) versions of the cost of service models, and fee schedules. The electronic information will be provided to the City on a USS flash drive or via email. The information delivered shall be the property of the City. Proposal — Comprehensive Fee and Rate Study - ClearSource Financial Consulting 8 Step 7: Provide On -Site Training ClearSource will provide on -site training to encourage the likelihood of the City's future in-house maintenance and update of the cost of service models, and fee schedules. Step 8: Serve as an On -going City Resource Regarding the Study City staff may have questions about study outcomes or updating the Excel models long after the study is complete. Clear.Source will serve as an expert resource regarding any questions received from City staff regarding the outcomes and models developed as part of this study. Approach to Managing the Project and Implementation Plan Proper project management is critical to the successful completion of this study. The consequences of a poorly managed project include unnecessary drains on City labor resources, delayed timelines, disruption of the City's ability to properly budget for the coming fiscal year, and potential loss of revenues. ClearSource makes the following commitments to the City of La Quinta regarding project management and implementation: ClearSource is committed to providing premier financial consulting services that are specifically tailored to the needs of each agency it serves. Consequently, if the City desires alternatives to the project in and implementation plan recommendations made above, ClearSource would be glad to discuss the City's requests to determine how.we can meet the needs of La Quinta. Proposal — Comprehensive Fee and Rate Study ClearSource Financial Consulting 9 Methodology for Soliciting the Views of Stakeholders ClearSource's methodology assumes at least six meeting days with stakeholders to ensure that they understand the study process, have a chance to provide feedback on draft outcomes, have a chance to discuss practical implications of fees they set or charges they impose, and can ultimately rest easy knowing that they participated in an analytical process intended to calculate the City's true costs of providing services. Providing significant opportunity for stakeholder involvement is particularly important in this study, since the City's prior fee study was completed more than fifteen years ago. Proposal - Comprehensive Fee and Rate Study ClearSource Financial Consulting - - 10 Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.2 of this Agreement, the maximum total compensation to be paid to Consultant under this Agreement is Ten Thousand Nine Hudred Fifty Dollars ($10,950) ("Contract Sum"). The Contract Sum shall be paid in full upon completion of the study. Project Budget The project budget for this study is $10,950. 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 73 project hours billed at $150 per hour. At no time will ClearSource Financial Consulting request payment in excess of the amounts shown below. Proposal — Comprehensive Fee and Rate Study ClearSource Financial Consulting 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 attached Project Schedule, attached hereto and incorporated herein by this reference. Project Schedule The City's Request for Proposal contains a fourteen step Scope of Work. ClearSource will complete the entire Scope of Work requested by the City. The following table identifies the general tasks and deliverables to be completed by ClearSource and a timeline identifying the completion date for each task/deliverable. Assuming project commencement on May 16, 2012, ClearSource's proposed timeline will have final findings and reports prepared for presentation to stakeholders by July 16, 2012. ClearSource's proposed timeline assumes presentation of findings to the City Council on September18, 2012. -Meetings only required for departments that are unable to attend meeting scheduled during prior week. Proposal —Comprehensive Fee and Rate Study ClearSource Financial Consulting The following table identifies the project timeline in chart format. rmentaf Costal Sella Motlels Meeting -Review Ccrtof Sella :end Fee Comprlson Meeting - Review Final Oran Curt .Findings .3R'i!G�iiNla:Moaer.M_ ::lit Final Rapoden l Fee kh.eub BasedenO undl Feedback Proposal — Comprehensive Fee and Rate Study GearSource Financial Consulting 12 Requirements of City Staff The primary responsibilities of City Staff for this project will be to provide: • project management services and direction • institutional knowledge and expertise at the divisional level • review of findings • feedback regarding targeted cost recovery levels • support during the legislative process (i.e. attend Public Hearing to adopt fees) The table below identifies the requirements and responsibilities and anticipated labor effort required for City staff in order to successfully complete the tasks identified in the Scope of Work. Proposal — Comprehensive Fee and Rate Study ClearSource Financial Consulting 13 Exhibit D Special Requirements None. Acknowledgement of Receipt of Addendum Number 1 ClearSource has received Addendum Number 1 and considered its contents in the preparation of this proposal. Proposal — Comprehensive Fee and Rate Study ClearSource Financial Consulting 14 —lid- �.• r t DATE: March 29, 2012 TO: All Prospective Request for Proposal (RFP) Holders RE: RFP for Comprehensive Fee & Rate Study ADDENDUM NUMBER 1 The following shall be considered as incorporated into the RFP for the above referenced study. The portions of the RFP not specifically mentioned in this Addendum remain in force. The comprehensive fee and rate study does not include review of fines, penalties, utility rates, or impact fees. The scope also does not include a Cost Allocation Plan (CAP) for establishment of City wide overhead costs. Recreation fees and facility rates are being considered internally by the City's Community_ Services Department and are not part of this study. The City may consider an alternate methodology for establishing building permit fees if deemed appropriate.by the consultant. Currently, the City uses the traditional valuation based approach. The City does not need review of Police.or Fire Department fees for service. The City does not need review of business license fees. PEN AND INK CHANGES: 1) Delete "Cost Allocation Review, Rate and Fee Study, Impact Fee Study" from RFP header and replace with "Comprehensive Fee & Rate Study" on pages 2 through 8. 2) Delete the words "cost allocation plan" and replace with the words "comprehensive fee and rate study" throughout the RFP document. 3) Delete paragraph "i" on page 4 in its entirety and replace with the following: "Proposed project schedule to begin no later than May 16, 2012 and conclude by July 16, 2012, subject to City extension as necessary." 4) Remove "e.g. park and facility use and senior services" from paragraph 5 on page 2. 5) Delete "Contacts" section on page 8 of the RFP in its entirety and replace with "All questions regarding this project should be directed to Ed Wimmer, Principal Engineer at (760) 777-7088." The Consultant is hereby notified; Addendum No. 1 must be acknowledged and submitted as part of the Proposal. Failure to do so may result in the City designating said proposal as "Non -Responsive. " APPROVED: Ed Wimmer, Pri c' al Engineer END OF ADDENDUM NUMBER 1 ClearSource 16 Financial Consulting May 11, 2012 City of La Quinta Attn: Ms. Terry Deeringer 78-495 Calle Tampico La Quinta, CA 92253 Via email: tdeeringer@la-quinta.org Subject: Comprehensive Fee and Rate Study — Insurance Requirements To Ms. Deeringer: This letter confirms that I am the sole owner of ClearSource Financial Consulting and have no employees. Consequently, I am not subject to statutory requirements for workers' compensation insurance. Please contact me if you have any questions or require further information. Sincerely, --) (ttb,—' , Terry Madsen President ClearSource Financial Consulting 1 7960 B Socluel Drive,#363 Aptos, CA 95003 1 Phone: 831.288.0608 1 Fax: 831.288.u/18 www.clearsourcefinancial.com fa`oRb® CERTIFIN ATE OF LIABILITY INSLKtANCE 05/08/2o 2 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(les) 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 endorsemen s . PRODUCER VITALE INSURANCE AGENCY 4067 CORY STREET. SUITE 1 (2ND FLOOR) SOQUEL CA 95073- CONTACT FNOIE (831) 462-9222 FAX .teal 462-9299 .MML INSUREINS) AFFORDING COVERAGE NAIC$ INSURERA.ALTERRA EXCESS S SURPLUS INS CO INSURED CLEARSOURCE FINANCIAL CONSULTING 7960 B SOQUEL DR, STE 363 - APTOS CA 95003 INSURERB:WESTCHESTER SURPLUS LINE INS CO INSIRiER C : INSURERD: INSURER INSURER F: CnV9DARPR CFDTICICAT'c MI IMIRVD. DC,YICInM MI ILFDCD• 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. ILTR TYPE OF INSURANCE ADDL SUER Y9 P CYEFF 2/09/2011 POUCYEXP 2/09/2012 LIMITS A GENERAL UABILITY MM12001000370 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS#MADE © OCCUR / / / / / /DAMAGETO / / RENTED n $ 50,000 MED EXP (My me erson $ 5r000 PERSONAL& ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS. COMPXIPAGG $ INCLUDED / / / / POLICY PRO- LOC If / / / NOWND $ AUTOMOBILE LIABILITY / / / / COMNNED SINGLE LIMIT ANY AUTO / / / / BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ ALL OWNED F7 SCHEDULED AUTOS AUTOS HIRED AUTOS NAUTOSWNED / / / / / / / / PROPERTY DAMAGE $ 11L1BnUA11118 OCCUR If / / / EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR ClA1MS-MADE / / / / DED I I RETION / / / / WORI(ERS COMPENSATION I WC STATV- I JOTH- FR AND EMPLOYERS' UABIIJTY YI ANY PROPRIETOR/PARTNERECUTIVE l❑N / / / / E.L EACH ACCIDENT $ OFFICERMEMBER EXCLUDED? (Mandatary in NH) NIA / / / / EL DISEASE - EA EMPLOYE E E.L. DISEASE - POLICY LIMIT 1 $ If Yes, describe under DESCRIPTION OF OPERATIONS below / / / / B PROFESSIONAL LIABILITY 22424314A 001 2/09/20L1 2/09/2012 AGGREGATE 1,000,000 EACH CLAIM 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ADaeh ACORD 101, Add1001011 RenwM SCMda@, S rrmra q=O In Mgdrad) PER CO "An PER ENDORSEMENT FORM: CG 2010 07/04 WITH PRIMARY WORDING, WAIVER OF SUBROGATION FORM CG 2404 (05/09) 6 PER 00 -En BLANIMT ENDORSMENT FORM PF-19906 (02/06) NO, THE CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED WITH REGARDS TO THE INSUREDS JOB OPERATIONS: CONSULTANT SERVICES FOR THE CITY OF LA QUINTA, 78-495 CALLS TAMPICO, LA QUINTA, CA. JOB DURATION: 05-16-12 TO 9-30-12. EST. JOB COST: $10,950. **ITS OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS AND AGENTS. *10 DAY NOTICE RE: NON-PAYMENT IF ANY. CITY OF LA QUINTA , 78-495 CALLS TAMPICO PO BOX 1504 LA QUINTA **SEE ABOVE 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 CA 92247-1504 1 1. ,I' 01988.2010 ACORD INS025 poiom).o1 The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured ClearSource Financial Consulting EndmsemerA Number Policy Symbol PWicy Number Pdicy Pedod Effective Date ofEndgs wt EON G2424314A 001 12/09I2011 to 12/09/2012 12/09/2011 Issued 6y (Name of Insurance Company) Westchester Surplus Lines Insurance Company Additional Insured (Automatic Pursuant to Contract) It is agreed that: 1. Section Il, Definitions, subsection 1, the definition of Insured, Is amended by adding the following: Insured also means any client or customer of the Named Insured, but only if a written contract entered into by the Named Insured specifically requires that such client or customer be added as an additional Insured for professional liability or errors and omissions insurance, and only for Claims (i) first made on or after the effective date of this endorsement and (ii) for vicarious or imputed liability of such client or customer which results from Wrongful Acts committed solely by the Named Insured. The Policy will not provide coverage for any Wrongful Act committed by such client or customer referenced above which Is added to this Policy as an additional Insured. 2. Section III, Exclusions, is amended by deleting exclusion E, but solely with respect to Claims asserted by such client or customer referenced above for Wrongful Acts actually or allegedly committed by an Insured in the performance of or failure to perform Professional Services. All other terms and conditions of this Policy remain unchanged. Authorized Representative PF-19806 (02106) EO 0200519 Page 1 of 1 ACORV CERTIFICATE OF LIABILITY INSURANCE 0510-20012 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(@), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement an this certificate does not Confer rights to the certificate holder in lieu of such endomeme s . PRODUCER 007106 FRANK VITALE INSURANCE 4067 CORY STREET, STE 1 SOQUEL, CA 95073 A PHONE 1831) 462-9222 FAX xP: (831) 462-9299 EAMILpose . VfTALE99@PACBELL.NET;JOAN:JOAN4VrrALEINSURANCE INEURE APFORONO COVERAGE MCI IMURERA:ALTERRA EXCESS & SURPLUS INS CO 33189 aWU0.E➢ CLEARSOURCE FINANCIAL CONSULTING 7960 B SOQUEL DR. STE. 363 APTOS, CA 95003 INSURERS: IMURERC: IMURM D: IMuRER E: IMURER F: COVFRARFS YAH 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 TYPE OF INSURANCE IVm FONT UMBER POLC:YEFF FOLICYEW Ulum A COMMLIABUUIY EACH OCCURRENCE F 1 000 000 9 a 50 000 WiDTI S 5,000 C❑ccuR MAX012001000370 2/09/11 12/09/12 MED EXG arse :cars FERsoxN.sADVwWY E 21000,000 T=%1I _ GBiERN. AGGREGATE S 2,000,000 GDI'LACGFEGATI LUMITAPPLIESPER: PRogICTS-COMP/OPAGG 3 INCLUDED t POLICY PRO- LOC AUTOMOB-ELIMILIIY COIABeED BODILY PWRY IPx person) E ANY AUTO SCILYDLVRYIFaaxiftnD E ALLGANED SCHEDULED AUrW AUTOS HUU:DAUTOS NONOYMED AUTOS FROPE a 3 UMBRELIA UAS EACH OCCURRENCE S AGGREGATE s EXCE33UA5 CLAIMS-MAOE DED I I RET IONS a WORIO:RB COMPENSATION Wca M AMDEYPLOYERS'L4Ba11Y MIYPROPFA70 PMTNEIMEXECU W YI❑N EL. EACH ACCIDENT L E.L. DISEASE -EA EMPLOYE OFFOEIOMEMBMEXCIUDEDT (ManlMory In NHl NIA E.L.OMFASE-POLICY LIMB R IIYynH OexNEe UMM OEBCRIDTIOIJ OF OPERATIOM bIvx DmCRil10N OF OPERATNlN4I LOGTIOM I VENNAm /Ad1MACORD 10f, AddDoml Ralnar0e enNeew, N maN ep4e U,eeuOdl CERT. HOLDER NAMED ADDT INSURED WITH PRIMARY WORDING PER FORM MXG612 00/10) AND WAIVER OF TRANSFER OF RIGHTS PER FORM CG2404(05/09) LOC: 78495 CALLE TAMPICO, LA QUINTA, CA CERTIFICATE HOLDER CANCELLATION CITY OF LA QUINTA, ITS OFFICERS, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE EMPLOYEES, CONTRACTORS, SUBCON- THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. TRACTORS,AGENTS P.O. BOX 1504 AUTXORIZfG REPRESENTATIVE SHIRLEY 2 LA QUINTA, CA 92247 ®18Sa-mij ACLAHU UVIAPVi ILLIW. An nghn, mem,,oa. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD MAX012001000370 ADDITIONAL INSURED INCLUDING PRIMARY/NON-CONTRIBUTORY WORDING - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s : Locations Of Covered Operations CITY OF LA QUINTA, ITS OFFICERS, EMPLOYEES, 78495 CALLE TAMPICO CONTRACTORS, LA QUINTA, CA SUBCONTRACTORS & AGENTS P.O. BOX 1504 LA QUINTA, CA 92247-1504 A. Section 11 — Who Is An Insured is amended to Include as an additional insured the person(s) or organize- tion(s) shown in the Schedule, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional Insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional Insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional Insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to Its Intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. It is further agreed that this insurance shall be primary and non-contributory but only in the event of a named insured's negligence. ALL OTHER POLICY TERMS, EXCLUSIONS AND CONDITIONS REMAIN UNCHANGED. MXG612 (10110) Includes copyrighted material or Insurance Services Office, Inc. with its permission Page 1 of 1 POLICY NUMBER: NAX012001000370 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: CITY OF LA QUINTA, ITS OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS AND AGENTS P.O. BOX 1504 LA QUINTA. CA 92247-1504 The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 06 09 0 Insurance Services office, Inc., 2008 Page 1 of 1 ❑