2018 ClearSource Financial Agreement - Fee StudyTO: Frank J. Spevacek, City Manager
FROM: Monika Radeva, Deputy City Clerk
DATE: May 21, 2018
RE: Contract Services Agreement with ClearSource Financial Consulting for a
Citywide Annual Master Fee Schedule Update & Recreational Facility Use
Cost of Service Analysis
Attached for your signature is the Contract Services Agreement with ClearSource
Financial Consulting for a Citywide Annual Master Fee Schedule Update & Recreational
Facility Use Cost of Service Analysis for an amount not to exceed $12,000.
Please sign the attached agreement(s) and return it 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: 101-1005-60103 - $12,000
N/A Amount of Agreement, Amendment, Change Order, etc.: N/A
X A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with
_____ no reportable interests in LQ or ____ reportable interests
N/A 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:
N/A Approved by the City Council on N/A
X City Manager’s signature authority provided under Resolution No. 2015-045 for budgeted expenditures
of $50,000 or less
N/A 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:
X Insurance certificates as required by the agreement (approved by Risk Manager on May 21, 2018 - MR)
N/A Performance bonds as required by the agreement (originals)
X City of La Quinta Business License No.: LIC-0099193; Expires: 05/31/2019
include License copy; or list License No. and Exp. date above
X Purchase Order number PO
AGREEMENT FOR CONTRACT SERVICES
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 (“Contracting Party”). The parties
hereto agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1Scope of Services. In compliance with all terms and conditions of this
Agreement, Contracting Party shall provide those services related to Master Fee
Schedule Update and Recreational Facility Use Cost of Service Analysis, as specified in
the “Scope of Services” attached hereto as “Exhibit A” and incorporated herein by this
reference (the “Services”). Contracting Party represents and warrants that Contracting
Party is a provider of first-class work and/or services and Contracting Party is
experienced in performing the Services contemplated herein and, in light of such status
and experience, Contracting Party covenants that it shall follow industry standards in
performing the Services required hereunder, and that all materials, if any, will be of good
quality, fit for the purpose intended. For purposes of this Agreement, the phrase
“industry standards” shall mean those standards of practice recognized by one or more
first-class firms performing similar services under similar circumstances.
1.2Compliance with Law. 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.
1.3Wage and Hour Compliance, Contracting Party shall comply with
applicable Federal, State, and local wage and hour laws.
1.4Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Contracting Party 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. Contracting Party 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. Contracting Party 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. Contracting Party shall be responsible for all subcontractors’
compliance with this Section.
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1.5Familiarity with Work. By executing this Agreement, Contracting Party
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 the Services should be performed, and (d) it fully understands the
facilities, difficulties, and restrictions attending performance of the Services under this
Agreement. Should Contracting Party discover any latent or unknown conditions
materially differing from those inherent in the Services or as represented by City,
Contracting Party shall immediately inform City of such fact and shall not proceed
except at Contracting Party’s risk until written instructions are received from the
Contract Officer (as defined in Section 4.2 hereof).
1.6Standard of Care. Contracting Party acknowledges and understands that
the Services contracted for under this Agreement require specialized skills and abilities
and that, consistent with this understanding, Contracting Party’s work will be held to an
industry standard of quality and workmanship. Consistent with Section 1.5
hereinabove, Contracting Party represents to City that it holds the necessary skills and
abilities to satisfy the industry standard of quality as set forth in this Agreement.
Contracting Party shall adopt reasonable methods during the life of this Agreement to
furnish continuous protection to the Services performed by Contracting Party, 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 Contracting Party shall not
relieve Contracting Party 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 Contracting Party.
1.7Additional Services. In accordance with the terms and conditions of this
Agreement, Contracting Party 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 Contracting Party shall not be required to perform any Additional
Services without compensation. Contracting Party shall not perform any Additional
Services until receiving prior written authorization (in the form of a written change order
if Contracting Party is a contractor performing the Services) from the Contract Officer,
incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to
perform this Agreement, which said adjustments are subject to the written approval of
Contracting Party. It is expressly understood by Contracting Party 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
unenforceable. Failure of Contracting Party 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
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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.
1.8 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”), 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
Requirements and any other provisions of this Agreement, the provisions of the Special
Requirements shall govern.
2. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this Agreement,
Contracting Party shall be compensated in accordance with “Exhibit B” (the “Schedule
of Compensation”) in a total amount not to exceed Twelve Thousand Dollars ($12,000)
(the “Contract Sum”), except as provided in Section 1.7. 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 Contracting Party’s rate schedule, but not
exceeding the Contract Sum, or such other reasonable methods as may be specified in
the Schedule of Compensation. The Contract Sum shall include the attendance of
Contracting Party at all project meetings reasonably deemed necessary by City;
Contracting Party 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,
Contracting Party’s overall compensation shall not exceed the Contract Sum, except as
provided in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting Party
wishes to receive payment, Contracting Party 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 Contracting Party specifying that the payment requested is for Services
performed in accordance with the terms of this Agreement. Upon approval in writing
by the Contract Officer and subject to retention pursuant to Section 8.3, City will pay
Contracting Party 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.
2.3Compensation for Additional Services. Additional Services approved in
advance by the Contract Officer pursuant to Section 1.7 of this Agreement shall be paid
for in an amount agreed to in writing by both City and Contracting Party in advance of
the Additional Services being rendered by Contracting Party. 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, the City Manager, or
Department Director, depending upon City laws, regulations, rules and procedures
concerning public contracting. Under no circumstances shall Contracting Party receive
compensation for any Additional Services unless prior written approval for the
Additional Services is obtained from the Contract Officer pursuant to Section 1.7 of this
Agreement.
3.PERFORMANCE SCHEDULE.
3.1Time 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.
3.2Schedule 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.
3.3Force 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 Contracting Party, 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 Contracting Party 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
the Contract Officer’s 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 Contracting
Party to additional compensation in excess of the Contract Sum.
3.4Term. Unless earlier terminated in accordance with the provisions in
Article 8.0 of this Agreement, the term of this agreement shall commence on May 17,
2018, and terminate on November 30, 2018 (“Initial Term”). This Agreement may be
extended for three additional months(s) upon mutual agreement by both parties
(“Extended Term”). The extended term shall commence automatically, with no further
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action or amendment to this Agreement required, unless, with or without cause, and
upon no less than thirty (30) days' written notice to Consultant (“notice of non-
renewal”), City notifies Consultant that this Agreement shall expire prior to the
commencement of the applicable extended term.
4. COORDINATION OF WORK.
4.1Representative of Contracting Party. The following principals of
Contracting Party (“Principals”) are hereby designated as being the principals and
representatives of Contracting Party authorized to act in its behalf with respect to the
Services specified herein and make all decisions in connection therewith:
(a)Terry Mads#n, President and Principal Consultant
E-mail: TMadsen@ClearSourceFinancial.com
(b)
Q+ '*B
(c)
E-mail:
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 Contracting Party and devoting
sufficient time to personally supervise the Services hereunder. For purposes of this
Agreement, the foregoing Principals may not be changed by Contracting Party and no
other personnel may be assigned to perform the Services required hereunder without
the express written approval of City.
4.2Contract Officer. The “Contract Officer” shall be Monika Radeva, Acting
City Clerk, or such other person as may be designated in writing by the City Manager of
City. It shall be Contracting Party’s responsibility to assure that the Contract Officer is
kept informed of the progress of the performance of the Services, and Contracting Party
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.
4.3Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability, and reputation of Contracting Party, its principals, and its
employees were a substantial inducement for City to enter into this Agreement. Except
as set forth in this Agreement, Contracting Party shall not contract or subcontract 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
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interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered,
voluntarily or by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of persons acting
in concert of more than twenty five percent (25%) of the present ownership and/or
control of Contracting Party, taking all transfers into account on a cumulative basis. Any
attempted or purported assignment or contracting or subcontracting by Contracting
Party without City’s express written approval shall be null, void, and of no effect. No
approved transfer shall release Contracting Party of any liability hereunder without the
express consent of City.
4.4Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode, or means by which Contracting Party, 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
Contracting Party’s employees, servants, representatives, or agents, or in fixing their
number or hours of service. Contracting Party 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.
Contracting Party 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 Contracting Party in its business
or otherwise or a joint venture or a member of any joint enterprise with Contracting
Party. Contracting Party shall have no power to incur any debt, obligation, or liability on
behalf of City. Contracting Party 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 Contracting Party as provided in this Agreement, City shall not pay
salaries, wages, or other compensation to Contracting Party for performing the Services
hereunder for City. City shall not be liable for compensation or indemnification to
Contracting Party for injury or sickness arising out of performing the Services hereunder.
Notwithstanding any other City, state, or federal policy, rule, regulation, law, or
ordinance to the contrary, Contracting Party 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.
Contracting Party agrees to pay all required taxes on amounts paid to Contracting Party
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. Contracting Party shall fully comply
with the workers’ compensation laws regarding Contracting Party and Contracting
Party’s employees. Contracting Party further agrees to indemnify and hold City
harmless from any failure of Contracting Party to comply with applicable workers’
compensation laws. City shall have the right to offset against the amount of any
payment due to Contracting Party under this Agreement any amount due to City from
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Contracting Party as a result of Contracting Party’s failure to promptly pay to City any
reimbursement or indemnification arising under this Section.
4.5Identity of Persons Performing Work. Contracting Party 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. Contracting Party represents
that the Services required herein will be performed by Contracting Party 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.
4.6City Cooperation. City shall provide Contracting Party 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 Contracting Party
only from or through action by City.
5.INSURANCE.
5.1Insurance. Prior to the beginning of any Services under this Agreement
and throughout the duration of the term of this Agreement, Contracting Party 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.
5.2Proof of Insurance. Contracting Party shall provide Certificate of
Insurance to Agency along with all required endorsements. Certificate of Insurance and
endorsements must be approved by Agency’s Risk Manager prior to commencement of
performance.
6.INDEMNIFICATION.
6.1Indemnification. To the fullest extent permitted by law, Contracting Party
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.RECORDS AND REPORTS.
7.1Reports. Contracting Party shall periodically prepare and submit to the
Contract Officer such reports concerning Contracting Party’s performance of the
Services required by this Agreement as the Contract Officer shall require. Contracting
Party hereby acknowledges that City is greatly concerned about the cost of the Services
to be performed pursuant to this Agreement. For this reason, Contracting Party agrees
that if Contracting Party becomes aware of any facts, circumstances, techniques, or
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events that may or will materially increase or decrease the cost of the Services
contemplated herein or, if Contracting Party is providing design services, the cost of the
project being designed, Contracting Party shall promptly notify the Contract Officer of
said fact, circumstance, technique, or event and the estimated increased or decreased
cost related thereto and, if Contracting Party is providing design services, the estimated
increased or decreased cost estimate for the project being designed.
7.2Records. Contracting Party 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 Contracting Party’s business, custody of the Books and Records
may be given to City, and access shall be provided by Contracting Party’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 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.
7.3Ownership 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 Contracting Party, 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 Contracting Party 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 Contracting Party will be at City’s sole risk and without liability to
Contracting Party, and Contracting Party’s guarantee and warranties shall not extend
to such use, revise, or assignment. Contracting Party may retain copies of such
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Documents and Materials for its own use. Contracting Party 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
Contracting Party fails to secure such assignment, Contracting Party shall indemnify City
for all damages resulting therefrom.
7.4In the event City or any person, firm, or corporation authorized by City
reuses said Documents and Materials without written verification or adaptation by
Contracting Party 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 Contracting Party 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.
7.5Licensing 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. Contracting Party 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. Contracting Party represents and warrants that Contracting Party has
the legal right to license any and all of the Documents and Materials. Contracting Party
makes no such representation and warranty in regard to the Documents and Materials
which were prepared by design professionals other than Contracting Party or provided
to Contracting Party by City. City shall not be limited in any way in its use of the
Documents and Materials at any time, provided that any such use not within the
purposes intended by this Agreement shall be at City’s sole risk.
7.6Release 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. Contracting Party 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.
7.7Confidential or Personal Identifying Information. Contracting Party
covenants that all City data, data lists, trade secrets, documents with personal
identifying information, documents that are not public records, draft documents,
discussion notes, or other information, if any, developed or received by Contracting
Party or provided for performance of this Agreement are deemed confidential and shall
not be disclosed by Contracting Party to any person or entity without prior written
authorization by City or unless required by law. City shall grant authorization for
disclosure if required by any lawful administrative or legal proceeding, court order, or
similar directive with the force of law. All City data, data lists, trade secrets, documents
with personal identifying information, documents that are not public records, draft
documents, discussions, or other information shall be returned to City upon the
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termination or expiration of this Agreement. Contracting Party’s covenant under this
section shall survive the termination or expiration of this Agreement.
8.ENFORCEMENT OF AGREEMENT.
8.1California 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 Contracting Party covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action.
8.2Disputes. 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 this Article 8.0. During the period of time that
Contracting Party 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.
8.3Retention of Funds. City may withhold from any monies payable to
Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of Contracting
Party in the performance of the Services required by this Agreement.
8.4Waiver. 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 Contracting Party 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 Contracting Party. Any waiver by either party
of any default must be in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement.
8.5Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies
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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.
8.6Legal 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.
8.7Termination Prior To Expiration Of Term. This Section shall govern any
termination of this Agreement, except as specifically provided in the following Section
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 Contracting Party.
Upon receipt of any notice of termination, Contracting Party shall immediately cease all
Services hereunder except such as may be specifically approved by the Contract Officer.
Contracting Party 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 amounts held as a retention pursuant to this
Agreement.
8.8Termination for Default of Contracting Party. If termination is due to the
failure of Contracting Party to fulfill its obligations under this Agreement, Contracting
Party shall vacate any City-owned property which Contracting Party is permitted to
occupy hereunder and City may, after compliance with the provisions of Section 8.2,
take over the Services and prosecute the same to completion by contract or otherwise,
and Contracting Party 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 Contracting Party for the purpose of setoff or partial payment of the
amounts owed City.
8.9Attorneys’ 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 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
11
whether or not such action is prosecuted to judgment. The court may set such fees in
the same action or in a separate action brought for that purpose.
9.CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1Non-liability of City Officers and Employees. No officer, official, employee,
agent, representative, or volunteer of City shall be personally liable to Contracting Party,
or any successor in interest, in the event or any default or breach by City or for any
amount which may become due to Contracting Party or to its successor, or for breach
of any obligation of the terms of this Agreement.
9.2Conflict of Interest. Contracting Party 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
Contracting Party’s performance of the Services under this Agreement. Contracting
Party further covenants that in the performance of this Agreement, no person having
any such interest shall be employed by it as an officer, employee, agent, or
subcontractor without the express written consent of the Contract Officer. Contracting
Party 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. Contracting Party
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.
9.3Covenant against Discrimination. Contracting Party 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. Contracting Party 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.MISCELLANEOUS PROVISIONS.
10.1Notice. Any notice, demand, request, consent, approval, or
communication either party desires or is required to give the other party or any other
person shall be in writing and either served personally or sent by prepaid, first-class mail
to the address set forth below. Either party may change its address by notifying the
12
other party of the change of address in writing. Notice shall be deemed communicated
forty-eight (48) hours from the time of mailing if mailed as provided in this Section.
To City:
CITY OF LA QUINTA
Attn: Monika Radeva, Acting City Clerk
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
ClearSource Financial Consulting
Attn: Terry Madsen, President
7960 B Soquel Drive, Suite 363
Aptos, California 95003
10.2Interpretation. 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.
10.3Section 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.
10.4Counterparts. 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 same instrument
10.5Integrated 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.
10.6Amendment. No amendment to or modification of this Agreement shall
be valid unless made in writing and approved by Contracting Party 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.
10.7Severability. 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.
10.8Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and interest in and
13
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 goods,
services, or materials related to this Agreement. This assignment shall be made and
become effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9No 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.
10.10Authority. The persons executing this Agreement on behalf of each of the
parties hereto represent and warrant that (i) such party is duly 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]
14
Digitally signed by Frank J. Spevacek
DN: cn=Frank J. Spevacek, o=City of La
Quinta, ou=City Manager,
email=fspevacek@la-quinta.org, c=US
Date: 2018.05.21 13:33:03 -07'00'
cn=Monika Radeva, o=City of La
Quinta, ou=Deputy City Clerk,
email=mradeva@la-quinta.org,
c=US
2018.05.21 13:38:48 -07'00'
15
Fee Update / Cost of Service Analysis
Master Fee Schedule Update and/or
Recreational Facility Use Cost of Service Analysis
CITY OF LA QUINTA
MAY 10, 2018
PROPOSAL TO PERFORM CONSULTING SERVICES
TERRY MADSEN | PRINCIPAL CONSULTANT
tmadsen@clearsourcefinancial.com | 831.288.0608
7960 B Soquel Drive, Suite 363 | Aptos, California 95003
www.clearsourcefinancial.com
EXHIBIT A
Scope of Services
16
CLEARSOURCE PROPOSAL TO THE CITY OF OAKLAND
CONTENTS
PROPOSAL TOPICS
1
Letter of Interest
2
Consulting Services
9
Qualifications
16
Fee Proposal
18
Schedule
17
7960 B SOQUEL DRIVE, SUITE 363 | APTOS, CALIFORNIA 95003
831.288.0608 | WWW.CLEARSOURCEFINANCIAL.COM
May 10, 2018
CITY OF LA QUINTA
Attention: Monika Radeva, Deputy City Clerk
Via email: mradeva@la-quinta.org
Proposal for a Fee Update and/or Cost of Service Analysis (Recreational Facility Use)
Dear Monika:
Thank you for the opportunity once again to provide cost of service and fee analysis consulting for the
City of La Quinta. Considering our long resume with the City and with other California communities,
ClearSource is well-qualified, available, and equipped to complete the scope of work envisioned. We
trust that our prior work with the City reinforces that we bring an open mind for change and exhibit the
energy to do the heavy lifting it takes for a fresh look on fees and related financial performance.
We commit to the City of La Quinta to provide premier service, on time, and within budget:
PREMIER SERVICE ON TIME WITHIN BUDGET
We routinely demonstrate care
about the details and the rightful
influence of local conditions. We
do the hard work to achieve
modern and meaningful outcomes
that reflect the way our clients
serve their communities today.
Study outcomes and reporting will
be ready for the City’s public
approval processes 30 days from
project commencement for the
Master Fee Schedule Update and
60 days for the Recreational
Facility Use Cost of Service
Analysis.
We will finish the scope of services
without change orders, which is
our standard practice. We do not
ask our clients to bear the risk in
estimating what it takes to do this
work thoroughly and with
successful enactment of results.
I am the President of ClearSource Financial Consulting, authorized to negotiate and bind ClearSource
contractually. My signature obligates ClearSource to the terms of this proposal and confirms that this
proposal shall remain valid for a period of 90 calendar days from the date of this submittal.
Sincerely,
TERRY MADSEN, PRESIDENT | CLEARSOURCE FINANCIAL CONSULTING
COMPANY NAME: ClearSource Financial Consulting
CONTACT NAME: Terry Madsen, President and Principal Consultant
PHONE NUMBER: 831.288.0608
MAILING ADDRESS: 7960 B Soquel Drive, Suite 363, Aptos, CA 95003
EMAIL ADDRESS: tmadsen@clearsourcefinancial.com
WEB: www.clearsourcefinancial.com
18
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
CONSULTING SERVICES
ABOUT THE PROJECTS
The City of La Quinta is considering two
consultant-aided efforts related to user fees:
Master Fee Schedule Update
The purpose of this project is prepare an
updated comprehensive schedule of fees
Citywide for use in Fiscal Year 2018/2019, as
well as develop a sustainable tool for future,
inflationary-based adjustments to City fees.
Updates are expected to be mostly inflationary,
building from prior cost of service
analysis/justification, as well as targeted edits
for known changes to fee categories.
Recreational Facility Use Cost of
Service Analysis
The purpose of this project is to develop the
underlying cost-basis and other influencing
factors (e.g., market, exclusivity, etc.) to serve
as justification for fees imposed by the City for
use of its recreational facilities.
WORK PLAN
MASTER FEE SCHEDULE UPDATE
ClearSource presents the following step-by-step
work plan to complete the Master Fee Schedule
Update envisioned by the City of La Quinta.
Task 1 | Overall Fee Adjustments
ClearSource will 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.
Task 2 | Targeted Fee Edits
ClearSource will update, add, or remove
selected fees from the City’s Master Fee
Schedule. Consultants 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. Items to be reviewed include:
 Short-term vacation rental permit refund
processing fee
 Short-term vacation rental permit code
compliance inspection fee
 Hourly rate for code compliance services
 Code compliance inspection fees
 Film permit fees
 Processing fee for receipt of non-sufficient
funds notice
 Bingo permit fee
 Public works plan review fees for:
- Tract map
- Parcel map
- Reversion to acreage
- Lot line adjustment
19
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
CONSULTING SERVICES
- Parcel merger
- Street dedication / vacation
- Land survey items
 Golf cart permit fee
 Home occupation permit fee
 Pool drain permit fee
Task 3 | Master Fee Schedule
ClearSource will prepare and deliver an
automated, Excel-based, Master Fee Schedule
that can be updated at the City’s discretion.
Consultants 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.
Task 4 | Documentation and Support
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.
Additionally, as 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 initial
development or modification of the City’s
Master Fee Schedule.
Task 5 | Engagement
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.
WORK PLAN
RECREATIONAL FACILITY USE COST OF SERVICE ANALYSIS
ClearSource presents the following step-by-step
work plan to complete the Recreational Facility
Use Cost of Service Analysis envisioned by the
City of La Quinta.
Task 1 | Study Orientation
The purpose of this task is to generate common
understanding of objectives, known issues that
must be addressed by study end, participant
roles, expected procedural requirements,
schedule and pre-established dates, and data
collection and development procedures. Most
significantly, this task includes a major upfront
effort to examine prevailing fees for known
issues and to discuss initial and potential
modifications to structures and practices.
TASK 1.1 | ONSITE PROJECT KICK-OFF
Consultants will prepare for, attend, and
facilitate one onsite event with City personnel
to initiate the project. Events may be combined
20
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
CONSULTING SERVICES
or separated into a series of meetings with
involved internal stakeholders.
TASK 1.2 | ASSESSMENT OF PREVAILING FEES
Prior to project kick-off, ClearSource will
evaluate prevailing schedules of fees under
review. Assessment will include subjective
effectiveness of current structures, in such
terms as perceived cost recovery, perceived
equity among different applicants/users,
alignment of fee categories with the manner in
which work is performed currently, perceived or
known competitiveness in the region, feasibility
and accuracy of billing within current
technology or practices, and other
considerations.
TASK 1.3 | INITIAL FEE STRUCTURE
REMODELING
After project kick-off, ClearSource will draft an
initial fee schedule, with categories and
proposed charge bases only, stemming from
initial conversations, proposed solutions based
on industry standards or regional influences, or
initial concepts suggested by ClearSource. This
initial fee schedule will be used as the basis for
developing critical data inputs in Task 2;
however, it does not have to represent the final
structure of fees, as quantitative analysis in
Tasks 2 and 3 will also inform recommended fee
structures.
It is important for us to state that discussion of
fee remodeling is intended to indicate our
willingness to enact substantive change, should
the City desire it. Unless our cost of service
results indicate an absolute requirement that
structures be altered, we are also amenable to
continuance of prevailing practices, modified to
current costs of service and other influences. In
short, we are flexible to conditions on the
ground once we arrive.
Task 2 | Development of Critical
Inputs
The purpose of this task is to develop the
necessary foundation for subsequent
quantitative analysis. We will focus much of our
initial work to develop the body of data that will
inform every downstream element of the
project.
TASK 2.1 | GATHER, ANALYZE, AND DEVELOP
FINANCIAL DATA
Consultants will access detailed budget data
from City staff and publicly available resources
to describe:
 Revenues: Our preference is to examine a
three- to five-year history of fee-related
revenues at the lowest level of detail
possible. To the extent applicable,
fund/reserve performance will be included.
 Personnel Costs and Organization: This
includes listing of full-time equivalent
employees, salary and benefit costs, roles
and lines of reporting, part-time personnel,
and contracted personnel.
 Operating Costs: Line-item expenditures
will be examined from the currently
adopted budget. Additional examination of
periodic expenses or capital investments
will be researched. Fee schedules for any
contacted personnel will be acquired and
interpreted. And, internal charges or
estimation for central services and/or
general governmental overhead will be
included.
TASK 2.2 | GATHER, ANALYZE, AND DEVELOP
ANNUAL LABOR TIME
Consultants will determine availability of any
existing labor time-tracking information within
21
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
CONSULTING SERVICES
the Department. With or without tracked data,
ClearSource will conduct onsite individual or
group interviews using a questionnaire
structure developed for this study to enable
individual contributors to estimate a
distribution of their annual time across core
functions of service. Upon implementing time
estimates developed through this process,
ClearSource will follow-up remotely with any
individuals where further information is
warranted. Annual labor time profiles will be
circulated to project leads and/or management
within the department to enable review and
eventual concurrence.
TASK 2.3 | GATHER, ANALYZE, AND DEVELOP
SERVICE TIMES
Consultants will determine availability of any
existing labor time-tracking information for
different fee-related service categories. With or
without tracked data, ClearSource will circulate
a questionnaire to appropriate personnel,
linked to the remodeled fee structure
developed in Task 1, to estimate average or a
range of service times for fee-related services.
Where information is under-developed with
staff input, ClearSource will apply our industry
experience to populate the analysis. Service
time estimates will be circulated to project
leads and/or management within the
department to enable review and eventual
concurrence.
TASK 2.4 | ACQUIRE AND ANALYZE
VOLUMETRIC STATISTICS FOR SERVICES
Consultants will gather from departmental
personnel any existing data sets that will inform
workload/activity/use levels for the fee-related
services under review. This includes data such
as numbers of applications and/or permits
opened, in process, and closed over a pre-
determined time period. User attributes may be
necessary. Acquisition of statistical information
from City databases will likely be requested
throughout the study as issues for further
analysis arise.
TASK 2.5 | RECONCILE ESTIMATES AND
KNOWN DATA
To the degree possible, ClearSource will
attempt to reconcile the body of information
used: annual time, service time estimates, and
service volumes, to ensure a reasonable
portrayal of workload and related costs for
these services.
Task 3 | Cost of Service Analysis
The purpose of this task is to generate the
quantitative analyses that comprise the “cost of
service” basis required by California law for
cities to impose these fees as a matter of City
Council discretion. The result of this series of
analysis is the maximum fee amount that may
be imposed as a fee for service. For some fee
categories within the recreational facility use
category, other analytical methods may also be
considered that reflect more of an “exclusive
use” and/or “loss of use” approach, which will
be determined as the study progresses.
TASK 3.1 | FULLY BURDENED HOURLY RATE
MODEL
ClearSource will develop a model to compute
fully burdened hourly rates for work performed
in each division and/or department contributing
to the fee-related services under review. (It is
possible that direct service providers exist
outside the responsible department for a
particular fee category. To portray an accurate
“full cost of service,” time for each contributor
should be considered, unless a separate
revenue stream is in place for those other
divisions/departments.)
22
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
CONSULTING SERVICES
Fully burdened hourly rates will be developed
three ways: as a composite rate for the
participating division, composite rates for
classes (subsets) of contributors within each
participating division, and individual rates for
each contributor. Rates will also be expressed in
multiple ways: per available hour, per
productive hour, and per direct service hour to
enable flexibility in how the City prefers to
value increments of time.
The ClearSource model will be built to illustrate
the “full cost of service,” encompassing labor
costs, non-labor operating costs, departmental
administration, central services/general
governmental administration, periodic
investments, and a reserve funding
requirement, if applicable. These costs will also
be expressed by function of service within each
division. The ClearSource model will enable the
City to include or exclude these cost layers in its
final outcome, should current or eventual policy
direct away from full cost recovery.
Finally, the ClearSource model will be able to
compare total annual cost of service for each
division against annual revenues available to
provide a global view of cost recovery for
programs. This can inform any overall revenue
impacts that may be warranted.
TASK 3.2 | ACTIVITY COST OF SERVICE MODEL
ClearSource will develop a model to compute
the cost of service at the activity level for fee-
related services. This will involve applying fully
burdened hourly rates to service time estimates
and incorporating project-specific direct
expenses applicable. The analysis will be
structured to follow any proposed remodeled
fee structure, as well as any additional services
for which new fees will be considered.
The cost of service model will enable
comparison to existing fee levels to determine
prevailing cost recovery levels. From that point,
internal discussions may ensue as to
appropriate or desired changes to fees and fee
levels to enhance cost recovery, if in line with
City policies, goals, or values.
The cost of service model will also be structured
to enable calculation of revenue impacts, if
adequate data is available.
Task 4 | Fee Development and
Impact Analysis
The purpose of this task is to develop the
updated schedule of fees for studied direct
services. This task will be influenced by the cost
of service results developed in Task 3, regional
competiveness, and local values and/or City
policy.
TASK 4.1 | REGIONAL FEE COMPARISON
ClearSource will prepare a limited-scope
comparison of fees to up to ten municipalities
selected by the City, neighboring or elsewhere
in California. Comparison will be limited to fee
categories of particular interest and will be best
accommodated in areas, such as development
review, by creating profiles for an array of
“typical” uses in the community. Rather than
comparing fee to fee, in many cases, identifying
attributes for a sample applicant subject to
multiple fees is a more meaningful comparison.
For recreational facility use, it is understood
that regional conditions may also heavily
influence underlying fee justification.
TASK 4.2 | COST RECOVERY POLICY
Consultants will work with departmental
management to develop targeted cost recovery
at the activity level for eventual proposal to the
City Council. Cost recovery targets will be
23
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
CONSULTING SERVICES
applied to activity costs of service to inform a
proposed fee amount. Subsidy amounts will be
identified.
TASK 4.3 | FEE SCHEDULE
Consultants will develop inputs for the master
fee schedule for the City, useful in presenting
proposals, as well as communicating fee
descriptions, fee amounts, and charge bases to
other City departments, who may have
responsibility for maintaining Citywide
schedules of fees. If desired, the master fee
schedule segment developed can also include a
tool for subsequent annual inflationary
adjustments to the established fee structures.
TASK 4.4 | COMPARATIVE FEE IMPACTS
Where fee structures are remodeled
extensively, ClearSource will prepare targeted
schedules comparing changes to fees,
individually and for a selection of sample
projects. This comparison assists in presenting
and communicating changes to fee structure,
and also, it enables further testing of the
reasonableness and accuracy of substantial
changes to fee approach.
TASK 4.5 | REVENUE IMPACTS
Upon finalizing fee proposals, ClearSource will
attempt to quantify revenue impacts of
proposals, depending on data availability and
reliability on past workload at the activity level.
Subsidies by other funds will be identified. If
applicable, fund/reserve performance will be
projected, as feasible from available data.
Task 5 | Reporting and Deliverable
Tools
The purpose of this task is to provide the formal
documentation encompassing the work and
outcomes of the study, as well as deliver the
tools developed throughout the study for the
City’s ownership and future use.
TASK 5.1 | DRAFT REPORT
ClearSource will prepare a narrative description
of the study, describing key data and
assumptions, cost of service outcomes, fee
proposals, and impacts. The report will include
tables and charts to explain findings, and it will
include the complete quantitative analysis as
the justification for proposed fees. Reports will
be issued in portable document format (PDF)
for digital distribution and any necessary
printing by the City.
It is expected that City personnel will review an
initial iteration of the draft report, and
ClearSource will modify it before it becomes a
document delivered to the City Council and
available to the public.
TASK 5.2 | PRESENTATION/SUMMARY
MATERIALS
ClearSource will develop a presentation or
summary packet for use in communicating
proposals to the City Council and any
stakeholders.
TASK 5.3 | STAFF REPORT AND NOTICING
ASSISTANCE
ClearSource will assist City staff in the
preparation of the staff report delivered to the
City Council as part of the normal agenda
process. Consultant will also assist in the
drafting of a notice of the public hearing at
which fee proposals will be considered for
approval.
TASK 5.4 | FINAL REPORT
Upon review and feedback from the City
Council, consultants will revise the draft report
and accompanying fee proposals to incorporate
24
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
CONSULTING SERVICES
direction received from Councilmembers. The
final report will be issued for the City’s public
hearing process for implementation of fee
proposals. Reports will be issued in PDF for
digital distribution and any necessary printing
by the City beyond the requested bound and
unbound copies delivered by consultants.
TASK 5.5 | MODEL/WORK PAPER DELIVERY
Upon issuance of the final report, ClearSource
will deliver editable versions of all models,
documentation, and associated work papers to
the City for future use. Models will be delivered
in Microsoft Excel and PDF. Documentation will
be delivered in Microsoft Word and PowerPoint
and in PDF. Additional work papers developed
will be delivered in the format in which they
were created and in PDF.
Task 6 | Engagement
The purpose of this task is to facilitate a
meaningful level of interaction between
consultants, City personnel, and City
Councilmembers with the goal of successful
approval, implementation, and ongoing
maintenance of study proposals.
TASK 6.1 | DEPARTMENTAL INTERACTION
In addition to the project kick-off event
described in Task 1, ClearSource anticipates
additional site visits to engage with
departmental personnel, such as:
 Events to develop data, particularly annual
time from individual contributors.
 A second interim review session to review
the initial iteration of the draft report.
TASK 6.2 | CITY COUNCIL INTERACTION
ClearSource anticipates two events with the
City Council:
 One meeting to present the draft report
and receive feedback and direction on
proposals.
 A public hearing to adopt the proposed fees
contained in the final report.
Consultants will prepare materials for these
sessions, present the study, and respond to City
Council inquiries and/or enable Councilmember
dialogue with supplemental information.
25
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
QUALIFICATIONS
WHO IS CLEARSOURCE?
ClearSource Financial Consulting is a California-
based boutique consulting firm intentionally
sized and structured to focus on a highly
tailored, high quality study experience for our
clients. ClearSource is staffed by a four-person
team of seasoned individuals with decades of
combined experience in local government
financial analysis. We are particularly focused
on equitable forms of cost allocation and cost
recovery within the challenges and constraints
of the ever-evolving California statutory and
legal environment, informed respectfully and
strategically by the voter driven principles
embedded in Propositions 218 and 26.
This project will be led
from start-to-finish by
ClearSource founder
and President, Terry
Madsen. For 16 years,
Terry has provided
financial consulting
services exclusively to
local government
agencies. In October
2011, he founded ClearSource, a firm dedicated
to providing local government agencies with
premier financial consulting services:
 Energy and enthusiasm to dive deep into
the details
 Willingness to do the heavy lifting necessary
to implement modernization and lasting
change
 Commitment to on-time delivery and not-
to-exceed fees
As the current leader of ClearSource and
previously as a key contributor at a competing
California firm, Terry has worked in this field of
consulting since 2001. His depth of knowledge
includes user and regulatory fee studies,
indirect cost allocation plans, cost sharing
negotiations, internal service fund rate studies,
water and wastewater rate studies, and special
financing district administration. During his
career he has served a diverse selection of
California public agencies, such as:
 Atherton
 Bell “The New Bell”
 Chula Vista
 East Palo Alto
 Escalon
 Gustine
 Hesperia
 La Habra Heights
 Laguna Woods
 La Quinta
 Larkspur
 Long Beach
 Los Angeles
 Malibu
 Napa
 Oakdale
 Ojai
 Palos Verdes Estates
 Roseville
 Sacramento
 Sacramento Regional Transit District
 San Carlos
 San Diego Metropolitan Transit System
 San Leandro
 Shafter
 Sierra Madre
 Taft
 Torrance
 Union Sanitary District
 Ventura
 West Sacramento
26
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
QUALIFICATIONS
CLEARSOURCE FOCUS
Services
ClearSource provides services to California
municipal agencies, consulting on topics
focused on revenue management through cost
of service-based resources, including the
common areas of study and consulting listed in
Figure 1 for a wide cross-section of
governmental services and funds. Our primary
focus is in revenue streams linked to cost of
service principles, equity, and local-government
control. Throughout these areas of expertise,
we often work in harmony with internal and
external stakeholders to achieve successful
implementation of the necessary solutions.
FIGURE 1 | CLEARSOURCE CONSULTING SERVICES
Pattern of Repeat Engagements
ClearSource prides ourselves in the repeat
engagements we earn from our clients, which
are a testament to our style of service. We find
ourselves providing fee study services to:
 Communities projecting premier customer
services, such as the City of La Quinta,
where we have completed nine projects,
with more in progress.
 Communities targeting full cost recovery,
such as the City of Ventura, where we have
completed thirteen projects, with more in
progress.
 Communities desiring extensive fee
structure remodeling, such as the City of
Laguna Woods, where we have completed
ten projects, with more in progress.
As with every study of this type, the successful
completion of this project at the City of La
Quinta will require positive, professional
relationships with City staff, contract service
providers, stakeholders, and the City Council.
ClearSource clientele can attest to our ability to
successfully navigate timing, competing values,
and other challenges that arise when
completing large scale projects.
27
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
QUALIFICATIONS
During his career, Terry 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.
COMPARATIVE PROJECTS
ClearSource presents the following descriptions
of several of our recent assignments with
comparable scopes of service for a cross-section
of California communities:
City of Long Beach, California
LAND DEVELOPMENT FEE STUDY – 2017/2018
The City recently created a division focused on
serving private development needs within the
Engineering Bureau of the Public Works
Department. The study involved reviewing all
existing fees for services and recommending
fees for services currently provided by the
division without existing fee recovery.
 SERVICES STUDIED: Private Land
Development
City of San Leandro, California
BUILDING AND PLANNING FEE STUDY –
2016/2017 (Most Recent Update)
The City has an intensive development review
process and desired a schedule of fees that
corresponded to the services provided while
minimizing complexity. ClearSource specifically
considered the unique needs of the City during
the fee study instead of trying to mold the City
into an existing template of fees. Specifically,
the City desired fees that could easily be used
as part of an initiative to enact more online
components into the permitting process.
 SERVICES STUDIED: Building and Safety
City of Azusa, California
COMPREHENSIVE FEE STUDY – 2015/2016
The City had gone many years without a fee
study and the findings of the prior fee study had
not been implemented. Completing a fee study
with findings that were implementable by the
City was critical. Additionally, the City required
the consultant to commit to a fixed project
timeline.
 SERVICES STUDIED: Building and Safety,
Planning, Engineering, Utilities, Fire, Police,
Business Licensing, Recreation,
Transportation, Library, Administration
City of Torrance, California
USER & REGULATORY FEE STUDY 2017/2018
AND COST ALLOCATION PLAN ANALYSIS
The study examined all user and regulatory fees
collected by this full service southern California
coastal City and included development of fee
schedules that can be used for annual fee
updating with minimal effort.
 SERVICES STUDIED: City Clerk, Building &
Safety, Engineering, Planning,
Environmental Design & Protection, Library,
Parks & Recreation, Parks Services, Finance,
Fire Prevention & Hazardous Materials,
Airport, Cultural Arts Center, Police, Animal
Control, Water (Non-Rate),
28
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
QUALIFICATIONS
City of Palos Verdes Estates, Calif.
COMPREHENSIVE USER FEE STUDY –
2017/2018
In 2017 the City conducted its first
comprehensive user and regulatory fee study.
The study involved extensive public education
efforts, including multiple presentations before
the City Council and a designated fee study
review ad-hoc committee. Ultimately, fees
were unanimously adopted by the Council.
 SERVICES STUDIED: Building, Planning,
Engineering, Police, Public Works,
Community and Event Permitting,
Administration
CLEARSOURCE TEAM
Project Team Organization
This project will be led from start-to-finish by
Terry Madsen. He will conduct all meetings,
present all reports, and oversee development of
all analysis and outcomes. Analytical and
strategic support will be provided by Jeanette
Hahn and Karyn Johnson. Their experience
includes more than 60 years of direct support to
local government agencies.
FIGURE 2 | CONSULTANT TEAM ORGANIZATION
A description of consultant project roles is as
follows:
 Project Manager | Primary contact for the
City, direction of analysis, onsite interaction
with City staff and leadership, and face for
public procedures.
 Principal Consultant | Implementation of
analytical direction, targeted analysis,
troubleshooting, and quality assurance.
 Senior Consultant |Foundational financial
analysis, data analysis, strategic sounding
board, and quality control interaction.
 Senior Analyst | Data input, data
structuring, and research.
Terry Madsen
PROJECT MANAGER / PRINCIPAL CONSULTANT
Expected Project Participation: 65%
Terry Madsen is the President and Principal
Consultant of ClearSource Financial Consulting.
For 16 years, he has provided financial
consulting services to local government
agencies.
In October 2011 Terry founded ClearSource
Financial Consulting (ClearSource), a firm
dedicated to providing local government
agencies with premier financial consulting
services. From October 2001 to October 2011
Terry was employed by a competing California
firm, NBS. Terry’s depth of knowledge includes
numerous service areas including user fee
studies, indirect cost allocation studies, internal
service fund rate studies, water and wastewater
rate studies, and special financing district
administration.
During his career, Terry has served the
following agencies, among others:
29
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
QUALIFICATIONS
 Atherton
 Bell “The New Bell”
 Chula Vista
 East Palo Alto
 Escalon
 Gustine
 Hesperia
 La Habra Heights
 Laguna Woods
 La Quinta
 Larkspur
 Long Beach
 Los Angeles
 Malibu
 Napa
 Oakdale
 Ojai
 Palos Verdes Estates
 Roseville
 Sacramento
 Sacramento Regional Transit District
 San Carlos
 San Diego Metropolitan Transit System
 San Leandro
 Shafter
 Sierra Madre
 Taft
 Torrance
 Union Sanitary District
 Ventura
 West Sacramento
Within the past year, Mr. Madsen has
supported cost allocation and user fee studies
for California cities, including but not limited to,
Azusa, Escalon, Gustine, Laguna Woods, La
Quinta, Larkspur, Palos Verdes Estates, Rancho
Mirage, San Leandro, Torrance, and Ventura.
Terry 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.
Terry’s experience in performing fee studies
includes all phases of the work, from project
initiation to completion and presentation of
final findings. His efforts include data
gathering, conducting interviews with agency
staff, model development, report preparation,
and presentation and delivery of study
narratives. He has analyzed fees for a
comprehensive array of municipal services, such
as planning, land development, building, fire
protection, code enforcement, community
services, parks, recreation, administration,
general governmental, public infrastructure,
utilities, and others.
Terry 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, San Bernardino. He
was awarded a Master of Business
Administration with an Entrepreneurship
Concentration.
Jeanette Hahn
SENIOR CONSULTANT
Expected Project Participation: 25%
Jeanette Hahn is a Senior Consultant for
ClearSource Financial Consulting. She has over
18 years of experience advising municipal
agencies on equitable and effective costs of
30
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
QUALIFICATIONS
service, cost recovery, and strategic financial
planning.
Jeanette has analytical and policy expertise in
the following subject matter:
 Cost of service analysis and cost allocation
for cost recovery opportunities, including
user fees, regulatory fees, and
contracts/partnerships
 Water, wastewater, reclaimed water, and
storm water/drainage utility rates and fees
 Development impact fees and capacity
charge nexus analysis/justification
 Economic feasibility/decision analysis
 Long-range financial planning
 Benchmarking
Prior to becoming part of the ClearSource team
in 2017, Jeanette succeeded at competing
consulting firms. She was Director of Financial
Consulting for California-based NBS from 2007
to 2011 and served progressive roles at FCS
GROUP from 1997 to 2007, including California
Regional Manager from 2004 to 2007. Jeanette
stepped down from these executive roles in
2011 to focus on motherhood.
Jeanette 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,
Jeanette 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.
Within the past year, Jeanette has supported
user fee studies for California cities, including
but not limited to, Escalon, Palos Verdes
Estates, Long Beach, Rancho Mirage, Roseville,
San Leandro, Shafter, and Torrance.
Jeanette holds a Bachelor of Arts in Economics
with a Public Finance concentration from the
University of Washington, Seattle.
Carolyn Jones
SENIOR ANALYST
Expected Project Participation: 10%
Carolyn Jones is a Senior Analyst for
ClearSource Financial Consulting. Prior to
joining ClearSource, Carolyn completed 20 years
as a financial analyst for the City of Ventura
specializing in public works, water/wastewater,
and parks and recreation. Included in her study
experience are cost allocation, internal service
fund rates, user fees, and special assessment
district administration.
Prior to working in Ventura, Carolyn was a
senior management analyst for the City of
Moreno Valley Community Services District,
which included street lighting and landscape, as
well as construction related assessment and
community facility districts. She also spent six
years with the Municipality of Anchorage,
working on the ombudsman team investigating
31
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
QUALIFICATIONS
citizen complaints, with operations review of
utilities, public safety, general government,
planning, and public works. In addition to her
public experience, Carolyn spent six years as a
management analyst in the private sector with
British Petroleum (Amoco). Her responsibilities
included all divisional operations of the oil
industry; financial, human resources, field
support, payroll, and government reporting.
Within the past year, Carolyn has supported
cost allocation and user fee studies for
California cities, including but not limited to,
Escalon, Gustine, Laguna Woods, La Quinta,
Larkspur, Palos Verdes Estates, Rancho Mirage,
San Leandro, Torrance, and Ventura.
Carolyn was awarded a Bachelor of Science in
Business Administration with a Management
Concentration from the University of Alaska,
Anchorage.
CLIENT REFERENCES
Please contact our references to discuss their
experience with projects completed by
ClearSource. Summary descriptions of these
projects were included earlier in this proposal.
City of Long Beach, California
Joshua Hickman
Program Manager
joshua.hickman@longbeach.gov
562.570.5714
City of San Leandro, California
Thomas Liao
Acting Development Services Director
tliao@sanleandro.org
510.577.3352
City of Torrance, California
Sheila Poisson
Assistant Finance Director
spoisson@torranceca.gov
310.618.5854
City of Azusa, California
Richard Lam
Budget Analyst
rlam@ci.azusa.ca.us
626.812.5200
City of Palos Verdes Estates, Calif.
Anton “Tony” Dahlerbruch
City Manager
adahlerbruch@pvestates.org
310.378.0383
ClearSource will readily provide additional client
references upon request.
32
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
FEE PROPOSAL
CONSULTING FEE
Total Project Budget
ClearSource proposes the following consulting
fees for each project.
MASTER FEE SCHEDULE UPDATE
 A total project budget of $6,000
 A total of 40 hours of consultant time
dedicated to the City
RECREATION FACILITY USE COST OF SERVICE
ANALYSIS
 A total project budget of $6,000
 A total of 40 hours of consultant time
dedicated to the City
In both projects, ClearSource also proposes:
 A commitment to live within this proposal:
no change orders to complete the scope of
work.
 A “not-to-exceed” fixed fee that includes all
associated costs incurred by ClearSource to
complete our work, such as travel and
document production.
Figure 3 on the following page illustrates the
basis for the proposed budget following major
tasks described in the Work Plan.
Professional Hourly Rates
ClearSource maintains a single hourly rate for
professional services performed, regardless of
individual contributor: $150 per hour. This rate
is all-inclusive of labor and non-labor costs. We
anticipate no additional direct expenses within
our project budget.
Payment Schedule
ClearSource will submit monthly progress
reports and invoicing to the City, based on
hours recorded to the project, with final invoice
not submitted until work is completed. Total
invoices will not exceed the total fee described
above.
33
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
FEE PROPOSAL
FIGURE 3 | PROJECT BUDGET DETAIL
Work Plan Task Consultant
Hours
Hourly
Rate
Total
Consulting Fee
Master Fee Schedule Update
1 Overall Fee Adjustments 8 $150 1,200.00$
2 Targeted Fee Edits 12 $150 1,800.00
3 Master Fee Schedule 12 $150 1,800.00
4 Documentation and Support 6 $150 900.00
5 Engagement 2 $150 300.00
Master Fee Schedule Update 40 6,000.00$
Recreational Facility Use Cost of Service Analysis
1 Study Orientation 2 $150 300.00$
2 Development of Critical Inputs 4 $150 600.00
3 Cost of Service Analysis 12 $150 1,800.00
4 Fee Development and Impact Analysis 12 $150 1,800.00
5 Reporting and Deliverable Tools 8 $150 1,200.00
6 Engagement 2 $150 300.00
Recreational Facility Use Cost of Service Analysis 40 6,000.00$
Total "Not-to-Exceed" for Both Projects 80 12,000.00$
34
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
SCHEDULE
PROJECT TIMELINE
ClearSource proposes the following timeline for
each project, also illustrated in Figure 4.
MASTER FEE SCHEDULE UPDATE
 A Draft Report issued 30 days from project
commencement.
 Timing anticipates commencement in late
May with study completion by late June
2018.
 The City tentatively plans for City Council
presentation on July 17, 2018.
RECREATION FACILITY USE COST OF SERVICE
ANALYSIS
 A Draft Report issued 60 days from project
commencement.
 Timing anticipates commencement in
August, with study completion by the first
of October 2018.
FIGURE 4 | PROJECT TIMELINE
Work Plan Task 0-30 Days 31-60 Days
Approval Process,
at City's Timing
Master Fee Schedule Update
1 Overall Fee Adjustments
2Targeted Fee Edits
3 Master Fee Schedule
4 Documentation and Support
5 Engagement
Recreational Facility Use Cost of Service Analysis
1 Study Orientation
2 Development of Critical Inputs
3 Cost of Service Analysis
4 Fee Development and Impact Analysis
5 Reporting and Deliverable Tools
6 Engagement
with City Staff
with City Council
Onsite engagement event, tentative timing shown (actual timing to be determined at project comm
Delivery of draft report, ready for legislative approval procedures and public review
Approval Process | It is anticipated that engagement with the City Council, including public hearing, will occur
after delivery of the Draft Report, following statutory obligations and City legislative priorities.
35
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
Contracting Party under this Agreement is Twelve Thousand Dollars ($12,000)
(“Contract Sum”). The Contract Sum shall be paid to Contracting Party in installment
payments made on a monthly basis and in an amount identified in Contracting Party’s
schedule of compensation attached hereto for the work tasks performed and properly
invoiced by Contracting Party in conformance with Section 2.2 of this Agreement.
36
CLEARSOURCE PROPOSAL TO THE CITY OF LA QUINTA
SCHEDULE
PROJECT TIMELINE
ClearSource proposes the following timeline for
each project, also illustrated in Figure 4.
MASTER FEE SCHEDULE UPDATE
 A Draft Report issued 30 days from project
commencement.
 Timing anticipates commencement in late
May with study completion by late June
2018.
 The City tentatively plans for City Council
presentation on July 17, 2018.
RECREATION FACILITY USE COST OF SERVICE
ANALYSIS
 A Draft Report issued 60 days from project
commencement.
 Timing anticipates commencement in
August, with study completion by the first
of October 2018.
FIGURE 4 | PROJECT TIMELINE
Work Plan Task 0-30 Days 31-60 Days
Approval Process,
at City's Timing
Master Fee Schedule Update
1 Overall Fee Adjustments
2Targeted Fee Edits
3 Master Fee Schedule
4 Documentation and Support
5 Engagement
Recreational Facility Use Cost of Service Analysis
1 Study Orientation
2 Development of Critical Inputs
3 Cost of Service Analysis
4 Fee Development and Impact Analysis
5 Reporting and Deliverable Tools
6 Engagement
with City Staff
with City Council
Onsite engagement event, tentative timing shown (actual timing to be determined at project comm
Delivery of draft report, ready for legislative approval procedures and public review
Approval Process | It is anticipated that engagement with the City Council, including public hearing, will occur
after delivery of the Draft Report, following statutory obligations and City legislative priorities.
EXHIBIT C
Scedule of Performance
37
Exhibit D
Page 1 of 1
Exhibit D
Special Requirements
None
Exhibit E
Page 1 of 6
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-VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers’ Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Contracting Party 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 Contracting Party’s acts or omissions rising out of or related to
Contracting Party’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 Contracting Party’s performance hereunder and neither City nor its
insurers shall be required to contribute to any such loss. An endorsement evidencing
the foregoing and naming the City and its officers and employees as additional insured
(on the Commercial General Liability policy only) must be submitted concurrently with
the execution of this Agreement and approved by City prior to commencement of the
services hereunder.
Contracting Party 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 Contracting Party, its officers, any person directly
or indirectly employed by Contracting Party, any subcontractor or agent, or anyone for
Exhibit E
Page 2 of 6
whose acts any of them may be liable, arising directly or indirectly out of or related to
Contracting Party’s performance under this Agreement. If Contracting Party or
Contracting Party’s employees will use personal autos in any way on this project,
Contracting Party shall provide evidence of personal auto liability coverage for each
such person. The term “automobile” includes, but is not limited to, a land motor vehicle,
trailer or semi-trailer designed for travel on public roads. The automobile insurance
policy shall contain a severability of interest clause providing that coverage shall be
primary for losses arising out of Contracting Party’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 Contracting Party 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.
Contracting Party 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.
Contracting Party 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, Contracting Party
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 same shall not be construed as a limitation of
Contracting Party’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 Contracting
Party 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 Contracting Party to stop work under this Agreement and/or
withhold any payment(s) which become due to Contracting Party hereunder until
Contracting Party demonstrates compliance with the requirements hereof.
c. Terminate this Agreement.
Exhibit E
Page 3 of 6
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
Contracting Party’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
Contracting Party may be held responsible for payments of damages to persons or
property resulting from Contracting Party’s or its subcontractors’ performance of work
under this Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage by
Contracting Party. Contracting Party and City agree to the following with respect to
insurance provided by Contracting Party:
1. Contracting Party 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. Contracting Party also agrees to require all contractors, and
subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement
shall prohibit Contracting Party, or Contracting Party’s employees, or agents, from
waiving the right of subrogation prior to a loss. Contracting Party 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 Contracting Party 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. Contracting
Party 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 Contracting Party’s general liability policy, shall be delivered to
Exhibit E
Page 4 of 6
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 Contracting Party or deducted from sums due Contracting Party,
at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contracting Party 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. Contracting Party agrees to ensure that subcontractors, and any other
party involved with the project that is brought onto or involved in the project by
Contracting Party, provide the same minimum insurance coverage required of
Contracting Party. Contracting Party 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. Contracting Party agrees that upon request, all
agreements with subcontractors and others engaged in the project will be submitted to
City for review.
10. Contracting Party 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 Contracting Party’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
Contracting Party, 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 Contracting Party
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Contracting Party, 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. Contracting Party acknowledges and agrees that any actual or alleged
failure on the part of City to inform Contracting Party of non-compliance with any
Exhibit E
Page 5 of 6
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. Contracting Party 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. Contracting Party 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
Contracting Party’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 Contracting Party under this agreement. Contracting Party 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. Contracting Party 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 Contracting Party 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.
Exhibit E
Page 6 of 6
21. Contracting Party agrees to provide immediate notice to City of any claim
or loss against Contracting Party 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.
Exhibit F
Page 1 of 2
Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law establishes a
professional standard of care for Contracting Party’s Services, to the fullest extent
permitted by law, Contracting Party 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 Contracting Party 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 caused in whole or in part
by any negligent or wrongful act, error or omission of Contracting Party, its officers,
agents, employees or subcontractors (or any entity or individual that Contracting Party
shall bear the legal liability thereof) in the performance of professional services under
this agreement. With respect to the design of public improvements, the Contracting
Party 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 Contracting Party.
b. Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law,
Contracting Party 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 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 Contracting Party or by any individual or entity
for which Contracting Party is legally liable, including but not limited to officers, agents,
employees, or subcontractors of Contracting Party.
c. Indemnity Provisions for Contracts Related to Construction (Limitation
on Indemnity). Without affecting the rights of City under any provision of this
agreement, Contracting Party 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
Exhibit F
Page 2 of 2
liability involved, the obligation of Contracting Party will be for that entire portion or
percentage of liability not attributable to the active negligence of City.
d. Indemnification Provision for Design Professionals.
1. Applicability of this Section F.1(d). Notwithstanding Section F.1(a)
hereinabove, the following indemnification provision shall apply to a Contracting Party
who constitutes a “design professional” as the term is defined in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a
professional standard of care for Contracting Party’s Services, to the fullest extent
permitted by law, Contracting Party shall indemnify and hold harmless City and any and
all of its officials, employees, and agents (“Indemnified Parties”) from and against any
and all losses, liabilities of every kind, nature, and description, damages, injury
(including, without limitation, injury to or death of an employee of Contracting Party or
of any subcontractor), costs and expenses, including, without limitation, incidental and
consequential damages, court costs, reimbursement of 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 caused by any negligent or
wrongful act, error or omission of Contracting Party, its officers, agents, employees or
subcontractors (or any entity or individual that Contracting Party shall bear the legal
liability thereof) in the performance of professional services under this agreement. With
respect to the design of public improvements, the Contracting Party 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 Contracting
Party.
3. Design Professional Defined. As used in this Section F.1(d), 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.
F.2 Obligation to Secure Indemnification Provisions. Contracting Party
agrees to obtain executed indemnity agreements with provisions identical to those set
forth herein this Exhibit F, as applicable to the Contracting Party, from each and every
subcontractor or any other person or entity involved by, for, with or on behalf of
Contracting Party in the performance of this Agreement. In the event Contracting Party
fails to obtain such indemnity obligations from others as required herein, Contracting
Party agrees to be fully responsible according to the terms of this Exhibit. 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 obligations to
indemnify and defend City as set forth in this Agreement are binding on the successors,
assigns or heirs of Contracting Party and shall survive the termination of this
Agreement.