2021-26 ClearSource Financial - MFS & CAP UpdatesMEMORANDUM
DATE:
TO:
FROM:
RE:
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or
amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
___ Approved by City Council on ___________________________________________
___ City Manager’s signing authority provided under the City’s Purchasing Police
[Resolution No. 2019-021] for budget expenditures of $50,000 or less.
___ Department Director’s or Manager’s signing authority provided under the City’s
Purchasing Policy [Resolution No. 2019-021] for budget expenditures of $15,000 and
$5,000, respectively, or less.
Procurement Method (one must apply):
___ Bid ___ RFP ___ RFQ ___ 3 written informal bids
___ Sole Source ___ Select Source ___ Cooperative Procurement
Requesting department shall check and attach the items below as appropriate:
___ Agreement payment will be charged to Account No.: _____________________
___ Agreement term: Start Date ________________ End Date ________________
___ Amount of Agreement, Amendment, Change Order, etc.: $____________________
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
___ Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: ______________________________ Date: _______________
___ Bonds (originals)as required by the Agreement (Performance, Payment, etc.)
___ Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the “Form 700 Disclosure for Consultants” guidance to determine if a Form 700 is
required pursuant FPPC regulation 18701(2)
___ Business License No. __________________; Expires: __________________
___ Requisition for a Purchase Order has been prepared (Agreements over $5,000)
February 2, 2021
Jon McMillen, City Manager
Monika Radeva, City Clerk
ClearSource Financial Services - user & regulatory fee study and full-cost allocation plan
updates
February 2, 2021
✔101-1005-60103
02/01/2021 06/30/2026
80,000
Monika Radeva (already on file)2/2/2021
LIC-0099193 5/31/2021
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, a
California Limited Liability Corporation (“Contracting Party”). The parties
hereto agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of
this Agreement, Contracting Party shall provide those services related user
and regulatory master fee schedule and full cost allocation plan updates, 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.
1.2 Compliance with Law. All Services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules,
regulations, and laws of the City and any Federal, State, or local governmental
agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with
applicable Federal, State, and local wage and hour laws.
1.4 Licenses, 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
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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.
1.5 Familiarity 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, or assigned designee (as defined in
Section 4.2 hereof).
1.6 Standard 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.
1.7 Additional 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, or assigned designee, provided
that Contracting Party shall not be required to perform any Additional Services
without compensation. Contracting Party shall not perform any Additional
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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, or assigned designee, 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, or assigned designee’s written authorization
for Additional Services shall constitute a waiver of any and all right to
adjustment of the Contract Sum or time to perform this Agreement, whether
by way of compensation, restitution, quantum meruit, or the like, for
Additional Services provided without the appropriate authorization from the
Contract Officer, or assigned designee. 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 Eighty Thousand Dollars ($80,000.00) for the life of the
Agreement, encompassing the initial and any extended terms. (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
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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, or assigned designee, 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.
2.3 Compensation for Additional Services. Additional Services
approved in advance by the Contract Officer, or assigned designee, 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, or assigned designee. 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, or assigned
designee, pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of
this Agreement. If the Services not completed in accordance with the
Schedule of Performance, as set forth in Section 3.2 and “Exhibit C”, it is
understood that the City will suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period
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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, or assigned designee.
3.3 Force Majeure. The time period specified in the Schedule of
Performance for performance of the Services rendered pursuant to this
Agreement shall be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of 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, or assigned
designee, in writing of the causes of the delay. The Contract Officer, or
assigned designee, 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, or assigned designee, 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, or
assigned designee, to be justified pursuant to this Section shall not entitle
the Contracting Party to additional compensation in excess of the Contract
Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions
in Article 8.0 of this Agreement, the term of this agreement shall commence
on February 1, 2021, and terminate on June 30, 2026 (“Initial Term”). This
Agreement may be extended for two (2) additional year(s) upon mutual
agreement by both parties (“Extended Term”).
4. COORDINATION OF WORK.
4.1 Representative 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 Madsen, President and Principal Consultant-
Telephone: (831) 288 - 0608
E-mail: tmadsen@clearsourcefinancial.com
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
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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.
4.2 Contract Officer. The “Contract Officer”, otherwise known as
Monika Radeva, City Clerk or assigned designee may be designated in
writing by the City Manager of the City. It shall be Contracting Party’s
responsibility to assure that the Contract Officer, or assigned designee, 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, or assigned designee. Unless otherwise specified herein,
any approval of City required hereunder shall mean the approval of the
Contract Officer, or assigned designee. The Contract Officer, or assigned
designee, shall have authority to sign all documents on behalf of City required
hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The
experience, knowledge, capability, and reputation of 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 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.
4.4 Independent 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
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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
Contracting Party as a result of Contracting Party’s failure to promptly pay to
City any reimbursement or indemnification arising under this Section.
4.5 Identity 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.
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4.6 City 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.
5.1 Insurance. 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.
5.2 Proof 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.
6.1 Indemnification. 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.
7.1 Reports. Contracting Party shall periodically prepare and submit
to the Contract Officer, or assigned designee, such reports concerning
Contracting Party’s performance of the Services required by this Agreement
as the Contract Officer, or assigned designee, 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 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, or assigned
designee, 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.
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7.2 Records. 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, or assigned designee, 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, or assigned designee, 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.
7.3 Ownership of Documents. All drawings, specifications, maps,
designs, photographs, studies, surveys, data, notes, computer files, reports,
records, documents, and other materials plans, drawings, estimates, test
data, survey results, models, renderings, and other documents or works of
authorship fixed in any tangible medium of expression, including but not
limited to, physical drawings, digital renderings, or data stored digitally,
magnetically, or in any other medium prepared or caused to be prepared by
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 assigned designee, 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.
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Contracting Party may retain copies of such 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.
7.4 In 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.
7.5 Licensing of Intellectual Property. This Agreement creates a non-
exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, rights of reproduction, and other
intellectual property embodied in the Documents and Materials. 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.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer, or
assigned designee, 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.
7.7 Confidential 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
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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 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.
8.1 California Law. This Agreement shall be interpreted, construed,
and governed both as to validity and to performance of the parties in
accordance with the laws of the State of California. Legal actions concerning
any dispute, claim, or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Contracting
Party covenants and agrees to submit to the personal jurisdiction of such court
in the event of such action.
8.2 Disputes. In the event of any dispute arising under this
Agreement, the injured party shall notify the injuring party in writing of its
contentions by submitting a claim therefore. The injured party shall continue
performing its obligations hereunder so long as the injuring party commences
to cure such default within ten (10) days of service of such notice and
completes the cure of such default within forty-five (45) days after service of
the notice, or such longer period as may be permitted by the Contract Officer,
or assigned designee; 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.
8.3 Retention 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.
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8.4 Waiver. No delay or omission in the exercise of any right or
remedy of a non-defaulting party on any default shall impair such right or
remedy or be construed as a waiver. City’s consent or approval of any act by
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.
8.5 Rights and Remedies are Cumulative. Except with respect to
rights and remedies expressly declared to be exclusive in this Agreement, the
rights and remedies of the parties are cumulative and the exercise by either
party of one or more of such rights or remedies shall not preclude the exercise
by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either
party may take legal action, at law or at equity, to cure, correct, or remedy
any default, to recover damages for any default, to compel specific
performance of this Agreement, to obtain declaratory or injunctive relief, or
to obtain any other remedy consistent with the purposes of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern
any termination of this Agreement, except as specifically provided in the
following Section 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, or
assigned designee. 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, or assigned designee, thereafter
in accordance with the Schedule of Compensation or such as may be approved
by the Contract Officer, or assigned designee, except amounts held as a
retention pursuant to this Agreement.
8.8 Termination 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
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any payments to Contracting Party for the purpose of setoff or partial payment
of the amounts owed City.
8.9 Attorneys’ Fees. If either party to this Agreement is required to
initiate or defend or made a party to any action or proceeding in any way
connected with this Agreement, the prevailing party in such action or
proceeding, in addition to any other relief which may be granted, whether
legal or equitable, shall be entitled to reasonable attorneys’ fees; provided,
however, that the attorneys’ fees awarded pursuant to this Section shall not
exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of
the litigation. Attorneys’ fees shall include attorneys’ fees on any appeal, and
in addition a party entitled to attorneys’ fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and
discovery, and all other necessary costs the court allows which are incurred in
such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such
action is prosecuted to judgment. The court may set such fees in the same
action or in a separate action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non-liability of City Officers and Employees. No officer, official,
employee, agent, representative, or volunteer of City shall be personally liable
to 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.
9.2 Conflict 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, or assigned designee.
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
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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.
9.3 Covenant 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 ensure 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.
10.1 Notice. Any notice, demand, request, consent, approval, or
communication either party desires or is required to give the other party or
any other person shall be in writing and either served personally or sent by
prepaid, first-class mail to the address set forth below. Either party may
change its address by notifying the other party of the change of address in
writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City:
CITY OF LA QUINTA
Attention: Monika Radeva
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
ClearSource Financial Consulting
Attention: Terry Madsen
7960 B Soquel Dr, Ste 363
Aptos, CA 95003
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed
for or against either party by reason of the authorship of this Agreement or
any other rule of construction which might otherwise apply.
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only
and shall not limit or otherwise affect the terms of this Agreement.
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10.4 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, and such counterparts shall
constitute one and the same instrument.
10.5 Integrated Agreement. This Agreement including the exhibits
hereto is the entire, complete, and exclusive expression of the understanding
of the parties. It is understood that there are no oral agreements between
the parties hereto affecting this Agreement and this Agreement supersedes
and cancels any and all previous negotiations, arrangements, agreements,
and understandings, if any, between the parties, and none shall be used to
interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement
shall be valid unless made in writing and approved by 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.
10.7 Severability. In the event that any one or more of the articles,
phrases, sentences, clauses, paragraphs, or sections contained in this
Agreement shall be declared invalid or unenforceable, such invalidity or
unenforceability shall not affect any of the remaining articles, phrases,
sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders
this Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and
interest in and to all causes of action it may have under Section 4 of the
Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2,
(commencing with Section 16700) of Part 2 of Division 7 of the Business and
Professions Code), arising from purchases of 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.
10.9 No Third-Party Beneficiaries. With the exception of the specific
provisions set forth in this Agreement, there are no intended third-party
beneficiaries under this Agreement and no such other third parties shall have
any rights or obligations hereunder.
10.10 Authority. The persons executing this Agreement on behalf of
each of the parties hereto represent and warrant that (i) such party is duly
organized and existing, (ii) they are duly authorized to execute and deliver
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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]
Exhibit A
Exhibit A
Scope of Services
Contracting Party shall provide services related to conducting a
comprehensive cost of service and fee analysis to the City’s user and
regulatory Master Fee Schedule (MFS), as well as conduct annual MFS
updates, identify additional service fees necessary; and update the City’s Full
Cost Allocation Plan.
These services are described in greater detail below.
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
CONSULTING COST
Maximum Price Options
For a comprehensive study to prepare a User
and Regulatory Master Fee Schedule Update
and Full Cost Allocation Plan Update expected
to be prepared in 2021, ClearSource presents
the following fee:
TOTAL COMPREHENSIVE COST: $30,000
For this total consulting cost, the study will
deliver a full cost overhead cost allocation plan
and a comprehensive analysis for a cost of
service-based master schedule of Citywide user
and regulatory fees, including full cost
quantitative analysis for direct and indirect
costs, cost recovery policy, comparison,
documentation, stakeholder engagement, and
legislative process facilitation and
implementation support.
Should the City choose a more condensed
annual update of fees for 2021, for abridged
services focused on annual review and update
of the master fee schedule alongside
development of the Full Cost Allocation Plan,
ClearSource presents the following fee:
ABRIDGED COST: $4,200
For this total consulting cost, the study will
deliver an abridged analysis to update the
master schedule of Citywide user and regulatory
fees, including cost index adjustment to fees,
targeted cost of service analysis for discrete
areas of existing and new fees, documentation,
stakeholder engagement, and legislative process
facilitation and implementation support.
These total fee options are based on our
consulting team’s history of prior
comprehensive studies and updates for the
City, understanding City service provisions,
organizational structure, and known financial
performance and noting the breadth of direct,
fee-related services that will fall under review in
this effort. Our proposal ensures that all user
and regulatory eligible for the methodology
can be analyzed without shortcuts or
explanations for non-analysis and that process
is carried through to successful
implementation of feasible outcomes.
This consulting fee includes all direct and
indirect costs associated with our professional
labor. ClearSource does not bill for direct
expenses such as travel and document
production.
ClearSource commits to this consulting fee as a
maximum, not to exceed cost. It is our practice
to complete our defined scope of services
without requests for contract amendments.
Components of the Maximum Price
Exhibits 7 and 8 on the following pages
illustrate the detail behind our presented
maximum price for the User and Regulatory
Master Fee Schedule Update and Full Cost
Allocation Plan Update under either a
comprehensive approach or an abridged
approach to user/regulatory fees. This includes
labor time paired with hourly rates by study and
task described in the work plans included later
in this section of the proposal.
Manner of Payment
ClearSource will issue monthly progress reports
to the City. Accompanying monthly invoices will
be based on progress recorded to the project
following the major tasks described in our work
plan. We will not invoice for tasks not yet
completed, and we will not submit a final
invoice until work is completed as scoped in our
separate technical proposal. Total invoices
issued over the course of the study will not
exceed the maximum price presented here.
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
EXHIBIT 7 |COST DETAIL BY STUDY TASK FOR THE
USER AND REGULATORY MASTER FEE SCHEDULE AND FULL COST ALLOCATION PLAN UPDATES
(COMPREHENSIVE APPROACH TO FEE ANALYSIS)
(This section continues on the following page.)
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
EXHIBIT 8 |COST DETAIL BY STUDY TASK FOR THE
USER AND REGULATORY MASTER FEE SCHEDULE AND FULL COST ALLOCATION PLAN UPDATES
(ABRIDGED APPROACH FOR FEE UPDATE)
PROJECT SCOPE OF SERVICES
ClearSource Project Understanding
The City of La Quinta is initiating a User and
Regulatory Master Fee Schedule Update and
Full Cost Allocation Plan Update. This type of
project is focused on the ethic of “the costs to
serve” from the following perspectives:
What are the full costs (direct and indirect)
of the comprehensive line-up of services
provided to the community, which
currently have or may be eligible for a user
or regulatory fee?
What structure of fee provides a
reasonable means for recovering
appropriate costs of service?
What are the cost recovery targets or
policies of the City as to the amounts that
should be paid for those who request or
cause these services?
What is the impact to the source funds –
typically the General Fund – of changes to
user/regulatory fees?
City Objectives
The City of La Quinta has outlined the following
broad objectives for the project:
Conduct a comprehensive cost of service
and fee analysis for the City’s user and
regulatory Master Fee Schedule.
Conduct annual Master Fee Schedule
updates.
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
Identify additional service fees charged by
other surrounding cities that are not part of
the City’s existing Master Fee Schedule.
Update the City’s Full Cost Allocation Plan.
The City recently conducted a professionally
prepared comprehensive study of user fees in
2019. Original comprehensive analysis was first
conducted in 2012, and since that time, the City
maintained its Master Fee Schedule with annual
updates.
City Services for Study
For the User and Regulatory Master Fee
Schedule Update, it is expected that direct, fee-
related services under review in this element
will focus on services eligible for user fee
methodology, as well as identification during
this study of any relevant additions for services
performed without a fee or for under-
quantified or ineffectively structured fees.
All direct services throughout the City
organization for which a user or regulatory fee
is or can be imposed can be included in the
study as desired. This can encompass activities
such as:
Regulatory activities, such as review and
inspection of land development,
construction/building, and improvements
to infrastructure, and other areas of code
review, compliance, and enforcement
Permitting, such as special events and use
of public facilities, infrastructure, and
services
Facility rentals and use of public spaces,
such as community centers, recreational
sites, parks, and athletic field use
Program participation
Operations and services of individual
benefit/request or in response to individual
action
Licensing, billing, records management, and
administrative service
Hourly rates for direct-billing City staff time
From the City’s existing Master Fee Schedule,
we expect the study to include in the analysis
the following areas with fee-based services, in
addition to new fees ClearSource may identify
through the study:
Building Fees
Planning Fees
Public Works Fees
Fire Fees
NPDES Ongoing Inspection Fees
Short-Term Vacation Rental Permit Fees
Medical Cannabis Delivery Application Fees
False Alarm Response Fees
Vehicle Impound Cost Recovery Fees
Code Enforcement Fees
Pool Drain and Golf Cart Permit Fees
Home Occupation Permit Fees
Film/Photography Permit Fees
Bingo Permit Fees
Administrative Fees
Appeal Fees
Facility Use Fees
SilverRock Event Site Facility Rental Fees
Parking Lot and Open Space Rental Fees
Revenue streams generally excluded from this
type of methodology due to differing authority,
implementation and analytical methodologies,
and approval procedures would include: utility
rates and other property-related fees subject to
Proposition 218 proceedings, assessments, in-
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
lieu fees, development impact fees, fees
intended and codified more as “taxes,” punitive
fines/penalties, and general taxes.
While cost recovery for the above listed direct
services are the focus of User and Regulatory
Master Fee Schedule Update, the Full Cost
Allocation Plan Update focuses on potential
cost recovery for the “indirect” services of the
municipal organization through interfund
transfers and/or indirect rates. Indirect services
represent City budget units commonly found in
the General Fund that might include:
Legislative and general governmental
activities
Organization-wide management and
administration
Central support services outside of billed
internal service funds
Our standard practice – and built into our
expected work plan – is an open mind for
additions or deletions of direct services for
which a fee is established or indirect services
for which an overhead charge is applicable
WORK PLAN
ClearSource Work Plan | Full Cost Allocation Plan Update
The following work plan for the Full Cost Allocation Plan Update represents the step-by-step approach of
ClearSource, following our understanding of the City’s Scope of Services, direct citation of the City’s
required processes and deliverables, and additional processes and deliverables we believe provide
thorough, defensible services.
1 | STUDY ORIENTATION
City Required Deliverable (#):
- The Consultant will convene up
to two strategy sessions with
the City to determine the
project scope, purpose, uses
and goals of the City’s Full Cost
Allocation Plan to ensure that
the study is both accurate and
appropriate to the City’s needs.
The Consultant will thoroughly
review the project schedule and
answer any questions the City
may have pertaining to the
successful development of the
study. (2.1)
To commence the study on solid ground, ClearSource will
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. Subtasks
include:
Facilitate project kick-off event(s)
Assess prevailing cost allocation models, methods, and
applications. Particular attention will be paid to annual
procedures, internal opinions and impacts, and balance of
workload with the requirements of the City’s uses for
overhead, including internal transfers/reimbursements and
external agency reimbursement.
Review readily available budgetary documents to gain a
working knowledge of City structure and accounting practices.
Determine a plan for generating current indirect cost
allocations for the host of uses identified by the City. This will
likely include development of a new Excel-based model in
alignment with current needs but may include modification of
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
existing tools if City personnel prefer to sustain existing tools.
ClearSource will remain flexible.
2 | FINANCIAL AND
ORGANIZATIONAL INPUTS
City Required Deliverable (#):
- With a strategy in place, the
Consultant and the City will
hold a kick-off meeting to
discuss the project,
deliverables, timetables, and
tasks. The Consultant will meet
with staff and conduct
interviews as needed to gain an
understanding of the City’s
practices and operations. This
includes where certain
services/functions are
performed together/shared
through cooperation between
different departments. Costs
should be identified so that
they can be allocated
to/tracked by the appropriate
department, i.e. fire, public
works, planning, finance, etc.
(2.2)
ClearSource will develop the necessary foundation for
subsequent quantitative analysis. Particular focus will be
generating necessary data and documentation of inputs and
assumptions as required by the application of plan outcomes.
(For example, an OMB 2 CFR Part 225 compliant plan requires a
specific inventory of information that may not be as essential if
applications are entirely internal to the City.) Subtasks include:
Access organizational and line-item detail to support costs,
allocation factors, workload metrics, and accounting structure
in the cost allocation model.
Acquire and parse statistics that may be useful as bases for
distributing costs and where necessary, develop and
document alternate data sets to serve as distribution
methods.
Conduct targeted engagement with representatives from
support services departments if useful to influence data
accessibility and relevance in the cost allocation plan, such as
work order records, inventories, and other volumetric or
organizational tools.
3 | COST ALLOCATION MODEL
City Required Deliverable (#):
- Working closely with City staff,
the Consultant will collect all
data required to identify the
total cost of providing each City
service at the appropriate
activity level and in a manner
that is consistent with all
applicable laws, statutes, rules
and regulations governing the
collection of fees, rates, and
charges by public entities. The
Consultant should develop a
Full Cost Allocation Model for
calculating the full costs of
ClearSource will generate the quantitative model in Microsoft
Excel to allocate indirect costs Citywide. The model will be built to
accommodate change in the organization: the ability to add or
remove direct and indirect costs and to adapt to a range of
activities, from simple to complex. Structure and detail of the
final model will be dependent upon the ultimate application of its
results, as a plan submitted for cognizant agency approval in
compliance with OMB 2 CFR Part 225 and/or the State
Controller’s Office for Cost Claiming will require aspects
unnecessary in applications where cost recovery is expected to be
entirely internal to the agency.
The model is expected to identify:
Citywide fund and accounting structure and fiscal year data for
allocation outcomes
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
providing City service.
Consultant should also
determine the appropriate
General and Administrative
overhead allocations to City
activities and applicable
overhead rates for use in
calculating the City’s Billable
Hourly rates. The requirements
of the model should allow for:
additions, revisions, or removal
of direct and overhead costs so
that the full cost allocation plan
can be easily adapted to a
range of activities, both simple
and complex; the addition of
hypothetical service area
information for future service
enhancements, and ability to
calculate the estimated costs of
providing the service under
consideration (i.e. ad-hoc
analysis); calculate a citywide
overhead rate and an overhead
rate for each department that
can be updated annually; and
the ability of the City to
continuously update the model
and overhead cost allocation
plan easily from year to year as
the organization structure
changes and/or cost structures
change. (2.3)
Allocable indirect service centers
Allocation bases and related distribution factors for indirect
service centers
Direct service centers
Primary and secondary allocations
Resulting annual cost allocations
Resulting indirect service rates
Resulting interfund transfers
ClearSource understands the City may have already identified
specific areas of capability for the model, including distinct rates
for certain funds or program areas, as well as ensuring allocations
of administrative costs and any unbilled/allocated internal service
funds. ClearSource will remain flexible as to cost centers allocated
and beneficiaries modeled.
ClearSource will also generate a comparison of outcomes under
the updated Cost Allocation Plan to prior year outcomes,
including explanation for substantive differences.
4 | REPORTING AND TOOLS
City Required Deliverable (#):
- The Consultant will prepare
and provide a comprehensive
administrative draft, as well as
technical reports, including but
not limited to, methodology,
findings, and supporting
justification. The Consultant
will document all work
assumptions, analysis
procedures, findings, graphics,
ClearSource will 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, including preparation or inclusion of:
A narrative description of the study, describing key data and
assumptions, and impacts.
Tables and charts to explain findings
The complete quantitative analysis as the justification for
updated indirect cost allocations and associated rates and
transfers.
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
impacts, and
recommendations, with
technical documentation in
appendices. The administrative
draft and individual technical
reports will include an
executive summary and
conclusion. In general, the
administrative draft will consist
of a discussion of the
framework, description of the
project, applicable
statutory/legal framework,
methodologies used, and
analysis. The Consultant also
will revise the administrative
draft according to one set of
consolidated comments on the
draft reports from the City.
(2.4)
- The Consultant is to provide the
necessary training and
instruction materials to City
staff on how to continuously
update the model and
overhead cost allocation plan.
(2.3)
For a cost allocation plan in compliance with OMB 2 CFR Part 225,
the report/quantitative analysis will include:
Description of each allocated central service
Identification of the units rendering services and the units
receiving services
Items of expense included in the allocated cost of service
Method used to distribute the cost of service to benefitted
units
Schedule showing the allocation of each service to the specific
benefitting units
Organizational chart
Upon review and feedback from the City staff, consultants will
revise the draft report and accompanying outcomes to
incorporate direction received. The final report will be issued for
the City’s implementation and as a data source for incorporation
in the Cost of Services Study. 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.
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.
At the time of the City’s choosing, ClearSource will provide
training to City staff on the use and ongoing management of the
final Full Cost Allocation Plan model.
5 | ENGAGEMENT
City Required Deliverable (#):
- The Consultant shall make
revisions, if any, requested by
staff or the City Council. The
Consultant shall provide one (1)
digital file copy in PDF format
of the final full cost allocation
plan. Additionally, Consultant
shall provide the full cost
allocation plan, including but
ClearSource will facilitate a meaningful level of interaction
between consultants, City personnel, and City Councilmembers:
At least two interim review points to engage with designated
City personnel managing cost allocation practices
At City management discretion, an event with the City Council
to present the draft report and receive feedback and direction
on cost allocation proposals that would impact the City’s
budgetary and financial practices.
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
not limited to all models,
tables, charts, and graphs, in
editable digital format for
Microsoft Word and Microsoft
Excel affording the City, for its
exclusive use, the ability to add,
delete, and/or update the
information as needed.
Consultants will prepare materials for these sessions, present the
plan (or elements relevant), and respond to inquiries.
Consultants will also respond to any direction from City staff and
City Council by revising underlying analysis and final reporting, as
needed.
Consultants will be available to City staff in the future to advise on
the overhead cost allocation plan.
ClearSource Work Plan | User and Regulatory Master Fee Schedule Update
(Comprehensive Analysis)
The following work plan for the User and Regulatory Master Fee Schedule Update represents the step-
by-step approach of ClearSource to provide a comprehensive analysis of fees, following our
understanding of the City’s Scope of Services, direct citation of the City’s required processes and
deliverables, and additional processes and deliverables we believe provide thorough, defensible
services.
1 | STUDY ORIENTATION
City Required Deliverable (#):
- Work and meet with City staff
to refine the project scope,
purpose, uses and goals of the
City’s MSF to ensure that the
study will be both accurate and
appropriate to the City’s needs
(1.2)
- Prepare and deliver a timeline
for reference purposes to the
City’s project manager (1.2)
To commence the study on solid ground, ClearSource will
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. Subtasks
include:
Facilitate project kick-off event(s)
Assess prevailing fees and methods to understand
effectiveness of current structures, including perceived cost
recovery, perceived equity, alignment of fee categories with
the manner in which work is performed, perceived
competitiveness in the region, and feasibility or accuracy of
billing within current capabilities
Draft initial user/regulatory fee structures, where remodeling
is predicted, to direct down-stream data development steps
2 | FINANCIAL AND LABOR
TIME INPUTS
Consultants will develop the necessary foundation for subsequent
quantitative analysis, focusing this initial work to prepare the
body of data that will inform every downstream element of the
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
City Required Deliverable(#):
- Develop expert knowledge of
the City’s organizational and
financial structure (1.2)
- Work and meet with staff city-
wide to obtain necessary
information for the rate
structure of each fee (1.2)
- Review documentation
supporting the current fee and
rate structures for all
Departments (1.2)
fee study. To develop financial inputs, consultants will gather
and/or prepare and model financial data, including:
Current and historical fee revenues,
Personnel and contractor costs and organization,
Adopted line-item expenditures,
Forecasted periodic outlays, and
Allocated indirect/overhead costs via existing plan.
To develop and test labor time inputs, based on prevailing and
future business processes, consultants will gather and develop
expressions of time several ways:
Utilize any existing labor time-tracking data,
Conduct interviews to estimate a distribution of annual time
across core functions of service,
Develop service time questionnaires linked to remodeled fee
structures to estimate average or a range of service times for
fee-related services,
Apply industry experience to populate under-developed or
unavailable time estimates, particularly from prospective
changes in workflow resulting from the project,
Analyze any existing data sets that inform
workload/activity/use levels and project profiles for fee-
related services, and
Reconcile annual time, service time estimates, and service
volumes to test reasonableness of critical assumptions.
3 | LABOR TIME VALUATION
Recommended Deliverable:
- Fully burdened hourly rates for
personnel in departments or
divisions or by function or
position who perform fee-
based services.
ClearSource will develop fully burdened hourly labor rates in each
department/division participating directly in the provision of
services associated with a fee under review. Rates will be built to
encompass labor costs, non-labor operating costs, departmental
and/or divisional administration, central services/general City
administration, and periodic investments. Rates will be expressed
by function of direct and indirect service within each
department/division, where applicable and to enable cost
recovery considerations for certain fee categories. Rates may be
expressed as composite for the department/division, for the
position class, and/or by individual position.
The City has clarified that it maintains and existing Cost Allocation
Plan. ClearSource will expect to utilize prevailing indirect cost
rates published by the City but will also plan to conduct separate
indirect cost analysis or cost allocation modeling to ensure
current and fully expressed overhead rates are applied within the
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
labor rates generated in this task and informing updated user
fees.
4 | FEE DESIGN
Recommended Deliverable:
- A draft master fee schedule
incorporating any targeted and
proposed changes to fee
categories, structures, and
bases that will inform
necessary cost of service
analysis.
ClearSource will apply the outcomes from Tasks 1 and 2 – an
assessment of existing fees and interaction with City staff to
understanding current practices and work flow – to ensure cost of
service analysis aligns with the fee structures recommended from
that work, which may include elements of prevailing fees,
recommendations based on prevailing business processes, system
capabilities, and relevant market or industry practices applicable
to City work flow. Consultants will prepare a working model of a
master fee schedule.
5 | COST OF SERVICE ANALYSIS
City Required Deliverable(#):
- Develop and deliver a well-
documented, understandable,
cost of service analysis and fee
- Schedule (1.2)
ClearSource will prepare a cost of service model to join fully
burdened hourly labor rates, time estimates associated with
current work flow and business processes, and existing or any
redesigned fee structures, in order to calculate the full unit cost
of service associated with each fee category and layers within
them.
The full cost of service informs the maximum fee amount allowed
under California framework for establishing user/regulatory fees
by City Council action.
The full cost of service at the fee-based activity level or the
programmatic level is composed of:
Direct labor and non-labor costs,
Indirect labor and non-labor costs,
Periodic outlays or investments of direct or indirect benefit,
Departmental overhead, and
Citywide overhead.
Analysis will include modeling of activities with under-developed
or no fee imposed but where one is warranted and practical to
improve the City’s cost recovery from private benefit activities.
6 | COST RECOVERY AND
IMPACT ANALYSIS
City Required Deliverable(#):
- Complete a regional fee
comparison that provides an
overview of fees charged by
Consultants will recommend cost recovery targets for fee-based
services or work with City staff in developing cost recovery policy
to inform final fee amounts, particularly where full cost recovery
is deemed undesirable. Development of cost recovery policy and
practices will optimize the City’s array of funding sources
considering public/private benefits, market sensitivity,
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
other communities for similar
services (1.2)
- Identify revenue impacts of
proposed fee modifications
(1.2)
- Provide the City with
recommendations of industry
best practices for consideration
(1.2)
compliance and behavior modification, and fiscal constraints, as
reflected in Exhibit 5.
EXHIBIT 5 | COSTS AND COST RECOVERY
Consultants will develop a 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
developed can also include a tool for subsequent annual
inflationary adjustments to the established fee structures.
Final proposed fee amounts will be applied in the master fee
schedule alongside information useful in communicating fees to
the public. To the extent existing data systems enable it, revenue
estimates based on historical or projected performance will be
attempted. Finally, comparison to prior fees will be completed in
targeted service categories to assist in explaining impacts of
changes.
Consultants will prepare a comparison of fees to other
municipalities in targeted service categories as needed, likely by
creating profiles for an array of “typical” uses in addition to one-
for-one comparisons. Consultants will review associated fee
practices, including waivers, deposit amounts, fee/deposit
collection practices, and economic incentive practices.
Where needed, consultants will provide recommendations and
industry information regarding relevant fee policies and practices
which may impact cost recovery, including the use of waivers, any
billing and deposit management procedures, and collections
issues.
7 | REPORTING AND TOOLS ClearSource will prepare the administrative record for pursuing
implementation of revised fees. This focuses on the draft and
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
City Required Deliverable(#):
- Document findings and prepare
updated fee schedule (1.2)
- Provide all study materials and
cost of service models to the
City (1.2)
- Provide on-site training, if
necessary (1.2)
final reports of cost of service findings, including assumptions,
critical data, and discussion of expected impacts. Analytical detail
will be included, as well as executive summary and infographics
useful in public presentation and legislative processes.
Consultants will deliver the analytical models used to develop
fees in Microsoft Excel format for future update and
management, including the working master fee schedule and its
publishable version.
For reporting and the delivery of all tools, subtasks include:
Deliver formal documentation and tools for the City’s
ownership and future use in editable formats (e.g., Microsoft
Office suite) and publishable format (PDF)
Draft and final draft report iterations
Presentation/summary materials for communicating proposals
Assistance with staff report and public hearing noticing
Document the statutory and legal framework and annual and
five-year reporting requirements
Discuss best practices to ensure better collection of the fees
Final report, including all background information,
methodology, supporting justification, calculations, and
administrative processes
Delivery of technical models and work papers
Training event for City staff in annual updates and analytical
use of delivered models
8 | ENGAGEMENT AND
APPROVAL
City Required Deliverable(#):
- Present findings to City staff,
stakeholders, and the City
Council (1.2)
- Serve as an on-going City
resource regarding the study
(1.2)
ClearSource will 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. Subtasks include:
Departmental interaction – to develop data and provide
interim reviews points by lead service areas.
City leadership interaction – to receive direction on proposals
and outcomes prior to pursuit of approval.
City Council engagement – to present the final draft report and
receive direction.
City Council / public hearing – to adopt the proposed fees
contained in the final report.
Stakeholder outreach – to facilitate successful implementation
of proposals.
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
ClearSource does not impose a limit on the amount of interaction
(i.e., events/meetings) to complete the project within our
proposed consulting fee.
ClearSource is proud to be available to its clients as questions and
needs arise in the future on the work and sustainability of the
project.
ClearSource Work Plan | User and Regulatory Master Fee Schedule Update
(Abridged for Annual Update Procedures)
In 2021, should the City choose to study user and regulatory fees following a typical annual update
process, rather than a comprehensive cost of service analysis, ClearSource will follow an abridged
version of the previous step-by-step work plan elements, focusing cost of service analysis on application
of chosen cost indices for fee adjustment (e.g., All Urban Consumer Price Index Riverside-San
Bernardino-Ontario), targeted analysis of fees with discrete cost of service changes, and targeted
analysis of any new fee areas desired by City staff or discovered by ClearSource. This abridged process
also would not include development of a new Full Cost Allocation Plan.
SCHEDULE
Estimated Project Timeline
ClearSource forecasts to deliver final draft
reporting for the User and Regulatory Master
Fee Schedule Update and Full Cost Allocation
Plan Update 120 days from project
commencement. These reporting documents
will enable final presentation, final edits based
on management and/or legislative review and
input, and any necessary public/stakeholder
procedure thereafter along the City’s timeline
and legislative priorities.
Exhibit 6 illustrates the estimated time for
completion of our previously described work
plan tasks, timing of deliverables, and a sample
2021 timeline. Based on the City’s targeted
project start date of February 1, 2021,
ClearSource forecasts final draft reporting
available for the City’s legislative review and
stakeholder engagement processes ready by
May 2021.
This timeline assumes comprehensive study of
user and regulatory fees. If the City chooses the
abridged annual update process in 2021, study
time to final draft reporting is expected to be
reduced by at least 30 days.
(It is important to note that California law
requires a 60-day period after City Council
approval (public hearing) before modified
and/or new development review fees may go
into effect.)
COVID-19 CONDITIONS | During the COVID-19
pandemic response, the ClearSource consulting
team will remain flexible to serve the City
within the formats it prefers and requires, as
our society adapts and reacts to changing stay-
at-home orders and social distancing guidelines.
We will accommodate either in-person and
CLEARSOURCE Proposal to the CITY OF LA QUINTA SECTION 4
COMPLETE PRICING LIST
onsite events when needed and participate in
or facilitate live video conferencing to conduct
the work and proceedings of the project and
implementation of its results. We will be guided
by the City on its preferred operations. From
our perspective, the adaptations needed to
work within changing COVID-19 protocols
should have no diminishing effect on our
team’s performance or expected schedule of
the study.
EXHIBIT 6 | PROJECT TIMELINE FOR STUDY ELEMENTS ABD REPORTING
Exhibit B
Page 1 of 1
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 not to exceed Eighty Thousand
Dollars ($80,000) (“Contract Sum”) for the life of the Agreement,
encompassing the initial and any extended terms. 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.
Exhibit C
Page 1 of 1
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of
Services, Exhibit A of this Agreement, in accordance with the Project
Schedule, attached hereto and incorporated herein by this reference.
Exhibit D
Page 1 of 1
Exhibit D
Special Requirements
None
Exhibit E
Page 1 of 7
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 with 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.
Exhibit E
Page 2 of 7
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 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 procure and maintain Cyber Liability
insurance with limits of $1,000,000 per occurrence/loss which shall include
the following coverage:
a. Liability arising from the theft, dissemination and/or use of
confidential or personally identifiable information; including
credit monitoring and regulatory fines arising from such theft,
dissemination or use of the confidential information.
b. Network security liability arising from the unauthorized use of,
access to, or tampering with computer systems.
c. Liability arising from the failure of technology products
(software) required under the contract for Consultant to
Exhibit E
Page 3 of 7
properly perform the services intended.
d. Electronic Media Liability arising from personal injury, plagiarism
or misappropriation of ideas, domain name infringement or
improper deep-linking or framing, and infringement or violation
of intellectual property rights.
e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims-made basis, Contracting Party shall
maintain such coverage for an additional period of three (3) years following
termination of the contract.
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.
Exercise 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
Exhibit E
Page 4 of 7
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 the coverages required and an
additional insured endorsement to Contracting Party’s general liability policy,
shall be delivered to City at or prior to the execution of this Agreement. In
Exhibit E
Page 5 of 7
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
Exhibit E
Page 6 of 7
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 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 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 an additional insured
endorsement is 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.
Exhibit E
Page 7 of 7
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.
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 3
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
Exhibit F
Page 2 of 3
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
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
Exhibit F
Page 3 of 3
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 obligation 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.
CONSENT CALENDAR ITEM NO. 6
City of La Quinta
CITY COUNCIL MEETING: February 2, 2021
STAFF REPORT
AGENDA TI- : APPROVE AGREEMENT FOR CONTRACT SERVICES WITH
CLEARSOURCE FINANCIAL CONSULTING FOR SERVICES RELATED TO THE
CITY'S USER AND REGULATORY MASTER FEE SCHEDULE AND FULL COST
ALLOCATION PLAN UPDATES
RECOMMENDATION
Approve Agreement for Contract Services with ClearSource Financial
Consulting, in an amount not to exceed $80,000, to provide services related to
the City's user and regulatory master fee schedule and full cost allocation plan
updates; and authorize the City Manager to execute the agreement.
EXECUTIVE SUMMARY
• In November 2020, the City published a Request for Proposals (RFP) for
user and regulatory master fee schedule (MFS) and full cost allocation
plan (CAP) updates; and four proposals were received.
• ClearSource Financial Consulting (ClearSource) was identified as the top
contender based on the firm's qualifications, experience, competitive
rates, and impeccable customer service and reputation.
FISCAL IMPAC
Under this agreement, the total cost for services provided would be for an
amount not to exceed $80,000 for the initial 5-year term, with an optional 2-
year extension. The annual cost will vary dependent on the services requested
by the City. Funds will be budgeted in the Clerk's Office Professional Services
Account (101-1005-60103) per fiscal year as necessary.
BACKGROUND/ANALYSIS
In 2012, following a competitive RFP selection process, the City contracted with
ClearSource to conduct a comprehensive user and regulatory fee study update
to ensure its user and regulatory fees are commensurate with costs associated
with providing services to the community, and implemented a MFS citywide.
The City's MFS is updated annually to reflect relevant fee changes based on City
processes and the consumer price index (CPI); and a comprehensive MFS
update is conducted every five to seven years. The City has contracted with
ClearSource for these annual updates since 2012. In addition, in fiscal year
(FY) 2016/17 ClearSource prepared the City's current CAP. In FY 2018/19
ClearSource conducted another comprehensive MFS update.
In November 2020, the City published a RFP for services related to the City's
user and regulatory MFS and CAP updates; and received four proposals -
ClearSource, Willdan Financial Services, Matrix Consulting Group, and Revenue
and Cost Specialists, LLC. After careful review, the City has identified
ClearSource as the top contender based on the firm's qualifications, experience,
competitive rates, and impeccable customer service.
Staff recommends Council approval of this five-year agreement with
ClearSource, and the option to extend the term for two additional years, for a
total amount not to exceed $80,000 for both, the initial and extended terms. If
approved, ClearSource will provide the annual updates of the City's user and
regulatory MFS, a comprehensive MFS update, the City's CAP update, and any
additional special studies requested by the City, similar to the one currently
underway related to the short-term vacation rental permit fees.
AL I LKIVATIVE!
Council may elect not to approve this agreement; approve an agreement with
one of the other consulting firms that submitted proposals; or direct Staff to
republish the RFP and seek additional proposals.
Prepared by: Monika Radeva, City Clerk
Approved by: Jon McMillen, City Manager
Attachment: 1. Agreement for Contract Services with ClearSource