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HomeMy WebLinkAboutC-8951-1 - PSA for Citywide User Fee Study and Cost Allocation Plan Servicesi Qr AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT V WITH CLEARSOURCE FINANCIAL CONSULTING FOR CITYWIDE USER FEE STUDY AND COST ALLOCATION PLAN SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 2nd day of November, 2023 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and CLEARSOURCE FINANCIAL CONSULTING, a California corporation ("Consultant"), whose address is 7960 B Socluel Drive, Suite 363, Aptos, CA 95003, and is made with reference to the following: RECITALS A. On September 13, 2022, City and Consultant entered into a Professional Services Agreement ("Agreement") to perform a Citywide User Fee Study & Cost Allocation Plan Services ("Project"). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement, and Exhibit A to this Amendment No. One shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 2. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be supplemented to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference. Exhibit B to the Agreement, and Exhibit B to Amendment No. One shall collectively be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Three Hundred Seven Thousand Four Hundred Ninety Dollars and 00/100 ($307,490.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in an amount not to exceed Eight Thousand Eight Hundred and Eighty Dollars and 00/100 ($8,880.00). 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] ClearSource Financial Consulting Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: /o-- 3 /- 2-3 CITY OF NEWPORT BEACH, a California mu icipal corporation Date: (, � %1 1 � ?--"j By: By: ,Agr n C. arp pjx Grace' , . eung y Atto ne "a/3,1 City Manager 3 ATTEST: Date: r CONSULTANT: ClearSource Financial Consulting, a California corporation Date: Signed in Counterpart Bv: Terry Madsen Chief Executive Officer, Chief Financial Officer Date: Bv: Signed in Counterpart c�P Bethany Madsen Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates ClearSource Financial Consulting Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: lo- 3 /- 23 CITY OF NEWPORT BEACH, a California municipal corporation Date: 111 0117-a ?i 3 By: By: 2� r n C. arp Ms Gr e . Leung y Atto ne Ja/3,�� y-�anager 3 ATTEST: Date: Leilani I. Brown City Clerk Attachments CONSULTANT: ClearSource Financial Consulting, a California corporation Date: I -Lbz3 Terry Madsen Chief Executive Officer, Chief Financial Officer Date: % k By: `53 " c.-A.oR.r.-- Bethany Madsen Secretary [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates ClearSource Financial Consulting Page 3 EXHIBIT SCOPE OF SERVICES ClearSource Financial Consulting Page A-1 deorVsource F- _ I .> L , CI ''' 15 U_ 1 v September 27, 2023 CITY OF NEWPORT BEACH Attention: Shelby Burguan I Budget Manager, Finance Department Attention: Eric Wilson I Budget Analyst, Finance Department 100 Civic Center Drive Newport Beach, California 92660 DIGITAL TRANSMISSION TO: SBURGUAN@NEWPORTBEACH CA.GOV AND EWILSON@NEWPORTBEACHCA.GOV PROPOSED CONTRACT AMENDMENT: PUBLIC WORKS STREETS MAINTENANCE OF EFFORT COST ALLOCATION PLAN To Shelby Burguan and Eric Wilson: Following a recent request from the Finance and Public Works Departments, ClearSource is submitting this description of proposed amendments to our existing professional services agreement with the City of Newport Beach to perform financial analysis which develops the allocation of costs attributable to Public Works Streets Maintenance of Effort (MOE). This analysis is necessary for cost recovery within gas tax revenues, such as those accounted for in Measure M and/or SB 1 funds, consistent with the California State Controller's Guidelines Relating to Gas Tax Expenditures for Cities and Counties. This project will be referred to in this document as "Streets MOE Cost Allocation Plan (CAP)." Expanded Scope of Services APPLICABILITY OF EXISTING CONTRACT I In 2022, the City of Newport Beach completed a competitive procurement process to award a professional services agreement to ClearSource Financial Consulting to perform a Citywide User Fee Study and Cost Allocation Plan Services. During that project and continuing engagements into Fiscal Year 2023-2024, ClearSource developed various cost of service and cost allocation analyses to support assorted cost recovery mechanisms used by the City, including user and regulatory fees and overhead charges. Analysis spanned the City's entire organizational structure and employed consistent methodology for reflecting "full costs" of service eligible for cost recovery under City - controlled measures. Aspects of these various consulting work products are directly relevant to the prospective Streets MOE Cost Allocation Plan. Of particular benefit are the analytical models developed for the Citywide Indirect Cost Allocation Plan and the Indirect Cost Allocation Plan, Tidelands iteration. With the methodology refined under these two analyses and the models in place, the Streets MOE CAP should be an efficiently generated work product. 7960 B Soquel Drive, Suite 363, Aptos, California 95003 CLEARSOURCEFINANCIAL.00M PROJECT UNDERSTANDING I The City of Newport Beach is required to periodically justify its allocation of operating costs — labor and non -labor expenses accounted for in certain General Fund Public Works divisions — between Streets MOE related activity and all other activity of the divisions analyzed. The City is requesting professional consulting services to assist it in documenting these allocated costs using the most recently available and eligible expenditure basis, updated review and analysis of labor time across the involved divisions, updated analysis of allocable non -labor cost items, and applicability of any additional eligible indirect cost recovery for this activity. The City requires currently issued documentation consistent with prevailing guidelines for recovery of these costs. As with our other associated services, ClearSource also understands that the City expects analysis and discussion of changes from prior plans. The City expects these consulting services to be initiated and completed within the first half of Fiscal Year 2023-2024. ClearSource will be collaborating with and responsible to both the Public Works and Finance Departments to complete these services. CLEARSOURCE WORK PLAN AND DELIVERABLES ( To complete the City's required scope of services, ClearSource proposes to perform the following tasks and deliver the described work products: Orientation and Data Collection: ClearSource will commence the study by confirming expected deliverables and time requirements, as well as understanding issues to be addressed by study end. Consultants will work with City staff to gather current and historical financial data, labor data, workload/activity data, and other information sets to be used in the analysis. Labor Time Analysis: ClearSource will draw upon existing information in previous cost allocation studies to illustrate current labor assumptions embedded in existing Streets MOE cost allocations. ClearSource will then engage with Public Works Department staff at various levels to develop a revised/current labor profile for the expected activities. Revised allocations will be reconciled against allocations applied in other ClearSource work products, such as user fee labor assumptions and labor distributions for Tidelands accounting, to ensure internal consistency. If data tracked in any City systems is exportable and useful in this effort, ClearSource will parse information, relate it to labor time estimates, and determine if and how to combine recorded data and estimated assumptions developed. This task will conclude with a distribution of individual labor positions and associated allocation factors. Cost Item Analysis: ClearSource will analyze object -level non -labor expenditures in the relevant divisions and determine an appropriate basis for allocating across the expected activities, either by utilizing labor allocation factors or examining sub -object expenses to directly assign or alternatively allocate costs to the activities. This task will conclude with a distribution of eligible non -labor expenses. Indirect Cost Determination: ClearSource will research previous City -published Streets MOE CAPS for established policy or practice, as well as prevailing State guidelines for allowed use of gas tax revenues, to determine any additional indirect cost recovery that may be pursued related to reasonable support of the direct service divisions performing Streets MOE activity. Cost Allocation Plan Development: ClearSource will adapt most recent existing Citywide and Tidelands cost allocation models — the mechanical analysis — for use in applying Streets MOE CAP inputs developed in previous steps. The new Streets MOE CAP will document expenditure basis, labor inputs, non -labor inputs, indirect costs eligible, allocation bases, and total allocated costs to Streets MOE for the fiscal year application. This CAP model will be delivered to the City in publishable format (PDF) and editable format (Excel) for the City's use and ownership. CLEARSOURCERNANCIAL. COM :) Documentation of Outcomes and Change: ClearSource will prepare a technical letter documenting the outcomes of the Streets MOE CAP and providing discussion of reasons for change over prior allocations implemented by the City. Documentation will be routed to City staff for review and will be subsequently revised if necessary based on any actionable commentary. Review and Engagement: Throughout the study, ClearSource will be engaging Public Works and Finance staff at appropriate points and to varying degrees to ensure collaboratively attained outcomes and wide understanding and agreement of impacts and/or change. At the City's discretion, ClearSource will engage with other relevant internal or external stakeholders to the outcomes. ClearSource imposes no limits on the number of meetings for this study to accomplish the defined Scope of Services. TIMELINE FOR WORK PLAN I Exhibit 1 illustrates a timeline for study completion by work plan task described earlier, including duration of analytical elements, estimated events, and delivery of documentation. EXHIBIT 1 1 PROJECT TIMELINE BY WORK PLAN TASK PUBLIC WORKS STREETS MAINTENANCE OF EFFORT COST ALLOCATION PLAN Orientation & Data Collection n/a 2 1 Labor Time Analysis 3 1 Cost Item Analysis _ 4 1 Indirect Cost Determination _ 5 I Cost Allocation Plan Development 6 Documentation of Outcomes and Change _ n/a n/a n/a n/a n/a 7 1 Review and Engagement ®� , + Days TBD ■Data Development, Analysis, and Reporting Tasks ♦ Event (No limits on number.) Timing at City's Discretion * Deliverable Schedule (No Term Extension Needed) ClearSource forecasts to deliver the final documentation of this study within 60 days of notice to proceed. The term of our existing contract with the City does not need to be revised to accommodate this additional scope of services. The current contract terminates September 12, 2025. CLEARS0URCEFINANCIAL.00M EXHIBIT B SCHEDULE OF BILLING RATES ClearSource Financial Consulting Page B-1 Exhibit B Additional Consulting Fee Based on the expanded scope of services described above, ClearSource proposes an addition of $8,880 to the original consulting fee in our current professional services agreement, as illustrated by the calculation in Exhibit 2. This expanded fee will complete the Streets MOE CAP for one fiscal year. ClearSource has a multi -year contract of repeating service for the City (i.e., updates to other cost allocation plans and user fee analyses). Should the City wish to add a future Streets MOE CAP within the existing term of our contract, this consulting fee will need to be revised to accommodate forecasted subsequent years of service. EXHIBIT B I CONSULTING FEE FOR EXPANDED SERVICES Madsen Hahn I Schroeder 1 1 Orientation & Data Collection 1 2 3 6 $ 1,110 2 Labor Time Analysis 0 6 2 8 $ 1,480 3 1 Cost Item Analysis 1 5 2 8 $ 1,480 4 Indirect Cost Determination 1 3 0 4 $ 740 5 Cost Allocation Plan Development 1 6 1 8 $ 1,480 6 Documentation of Outcomes and Change 1 8 1 10 $ 1,850 7 Review and Engagement 1 3 0 4 $ 740 CLEARS0URCEFINANCIAL.00M U) �37_ PROFESSIONAL SERVICES AGREEMENT OJ WITH CLEARSOURCE FINANCIAL CONSULTING FOR CITYWIDE USER FEE STUDY AND COST ALLOCATION PLAN SERVICES v THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 13th day of September, 2022 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and CLEARSOURCE FINANCIAL CONSULTING, a California corporation ("Consultant"), whose address is 980 Green Valley Road, Watsonville, California 95076, with mailing address of 7960 Soquel Drive, Suite B363, Aptos, California 95003, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to perform a Citywide User Fee Study & Cost Allocation Plan Services ("Project"). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 11140 it 1.1. The term of this Agreement shall commence on the Effective Date, and shall terminate on September 12, 2025, unless extended or terminated earlier as set forth herein. 1.2. City shall have the option, at its sole discretion, to extend the term of this Agreement for two (2) additional successive terms of one (1) year, the first commencing on the expiration of the initial term, on the same terms and conditions as contained in this Agreement. City may exercise the option to extend the term of this Agreement by providing written notice to the Consultant thirty (30) days prior to the termination date of the current term. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT City shall pay Consultant for the Services on a time and expense not -to -exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Two Hundred Ninety Eight Thousand Six Hundred Ten Dollars and 00/100 ($298,610.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.3 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any ClearSource Financial Consulting Page 2 reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.4 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.5 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Terry Madsen to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Finance. City's Deputy Finance Director or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. ClearSource Financial Consulting Page 3 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim, collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them), and/or if it is subsequently determined that an employee of Consultant is not an independent contractor. 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall ClearSource Financial Consulting Page 4 be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR 10.1 It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 10.2 Consultant agrees and acknowledges that no individual performing Services or Work pursuant to this Agreement shall: work full-time for more than six (6) months; work regular part-time service of at least an average of twenty (20) hours per week for one year or longer; work nine hundred sixty (960) hours in any fiscal year; or already be a CalPERS member. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. ClearSource Financial Consulting Page 5 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. ClearSource Financial Consulting Page 6 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return ClearSource Financial Consulting Page 7 that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Deputy Finance Director Finance City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 ClearSource Financial Consulting Page 8 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Michael Tunink C/O Tunink Law Firm ClearSource Financial Consulting 820 Bay Avenue, Suite 120 Capitola, CA 95076 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. ClearSource Financial Consulting Page 9 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 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 the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. ClearSource Financial Consulting Page 10 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] ClearSource Financial Consulting Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: </Zz By: ron C. Harp 2 �� ity Attorney ATTEST - Z�DatDate: 1g� e: / 1 By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: Bkv n Muldoon Mayor CONSULTANT: ClearSource Financial Consulting, a California corporation Date: Signed in Counterpart By: Terry Madsen Chief Executive Officer / Chief Financial Officer cgc�Foa�'�P [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements ClearSource Financial Consulting Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: %12</2L By: a on C. arl Attorney ATTEST: Date: 0 Leilani I. Brown City Clerk CITY OF NEWPORT (BEACH, a California mL1)'1;11pal corporation Date:_______—__.__. By: _— Kevin Muldoon Mayor CONSULTANT: ClearSource Financial Consulting, a California corporation Date: `►����vz By: --,W' Terry Mads n Chief Executive Officer / Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements ClearSource Financial Consulting Page 12 EXHIBIT A SCOPE OF SERVICES ClearSource Financial Consulting Page A-1 SCOPE OF SERVICES SCOPE OF SERVICES Objective: Consultant shall provide the following user fee study and cost allocation plan services to the City, under the direction of the Finance Department: Minimum Qualifications: • The required qualifications include at least five (5) years of experience delivering cost studies for cost allocation plans and user fees for local governments. • Have qualified personnel who have prerequisite knowledge and experience. • Have at least three satisfactory references for similar services within past three years OR have performed satisfactory work for City within past three years. • Meet the insurance requirements detailed in this bid document. Description: Project Organization - The project shall be divided into the following six phases: • Year 1 (FY 2022-23) Update Community Development, Police, and Fire user fee studies Full Update of citywide cost allocation plan Full Update of Harbor Tidelands cost allocation plan • Year 2 (FY 2023-24) Update Finance (includes small subset of fees not attributable to a specific department and categorized as "All Departments"), Harbor, Public Works, and Utilities user fee studies Update citywide cost allocation plan (if optional task is exercised) • Year 3 (FY 2024-25) Update Library and Recreation & Senior Services user fee studies Update citywide cost allocation plan (if optional task is exercised) • Year 4 (FY 2025-26) (Should City Exercise Applicable Term Extension) Update Community Development, Police, and Fire user fee studies Full Update of citywide cost allocation plan Full Update of Harbor Tidelands cost allocation plan • Year 5 (FY 2026-27) (Should City Exercise Applicable Term Extension) Update Finance (includes small subset of fees not attributable to a specific department), Harbor, Public Works, and Utilities user fee studies Update citywide cost allocation plan (if optional task is exercised) User Fee Updates - For the user fee study departments described above and any other department where user fee studies should be conducted, Consultant shall: • Conduct a comprehensive review of existing fee schedule and rate structure for all departments to determine whether the current schedule in place is consistent, objective, and encompasses all areas where fees could be charged. • Conduct a comprehensive review and provide recommendations on updates to the format and presentation of the Schedule of Rents, Fines, and Fees as well as the format of proposed fee changes to the public, Finance Committee, and City Council. • Identify services for which the City is not currently charging, but could lawfully do so. • Meet with staff and conduct interviews where appropriate to gain an understanding of the City's existing fee structure, practices, operations, and current and future development environment. • 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, studies, rules and regulations governing the collection of fees or charges provided for services. • Review/revise all time estimates included in the previous studies and capture new time estimates for new services. • Update annual volume and revenue statistics for all fee services. • Update all staffing and expenditure information. • Update all cross -department support calculations. • Compare existing recovery levels and fee for service costs, where the City is currently charging for services. • Recommend appropriate fees and charges for service where full cost recovery might be unrealistic or undesirable. • Provide revenue forecasting based on recommended fee levels. • Update department overhead rates. • Prepare the model for gathering data and updating the fees and charges for service for all areas described above in a spreadsheet or database format that automatically recalculates as items are input. • Prepare a report that identifies each City service, its full cost, the costs currently being recovered, and the recommended cost recovery levels. For each activity, the report should define and identify direct and indirect costs. • Prepare a report that evaluates the impact on City of Newport Beach revenues by fund, department or division, and in total, of recommended changes in the fee and service charge structure. • Advise City staff on the model developed in determining appropriate fees and charges based on program costs in the future. • Prepare a report that compares the City's fee and service charges to similar cities selected by the City with Consultant's input. • Present initial findings and recommendations to management and adjust as necessary. • Prepare a report to Finance Committee and City Council on findings and recommendations to facilitate an understanding by the City Council and the Public of methodologies, issues, and recommendations resulting from the fee study. City staff will give all presentations to Finance Committee and City Council, and Consultant shall provide offline support before and after to address any questions that arise. • Provide final updated user fee study model and report, including supporting files/documentation. Cost Allocation Plan — For the full cost allocation plan update described above, Consultant shall: • Establish a full cost allocation methodology for specific administrative overhead costs that will properly reimburse the City's General Fund and estimate the anticipated reimbursements to the General Fund. • Review/update of all central service departments (add/remove any divisions). • Prepare a report that identifies each City service, its full cost, the costs currently being recovered, and the recommended cost recovery levels. For each activity, the report should define and identify direct and indirect costs. • Allow for additions, revisions, or removal of direct and indirect costs so that the cost allocation plan can be easily adapted to a range of activities both simple and complex. • Provide the ability to continuously update the plan from year-to-year to accommodate organizational changes. • Include, for purposes of determining the City's support of the Harbor Tidelands, additional assessment of Fire, Police, Parking, and any other activities necessary (not generally included in a central services cost allocation plan). • Update cost plan structure/receiving departments to reflect the current City budget structure. • Update all functional areas within allocating departments. • Update all staff time analyses within functional areas. • Update all allocation basis used to allocate functional costs. • Update expenditure data to reflect current budget (or previous year actuals). • Compare allocations to prior cost plan results. • Prepare a report that evaluates the impact on City of Newport Beach revenues by fund, department or division, and in total, of recommended changes in the fee and service charge structure. • Advise City staff on the model developed in determining appropriate fees and charges based on program costs in the future. • Prepare a report that compares the City's fee and service charges to similar cities selected by the City with Consultant's input. • Present initial findings and recommendations to management and adjust as necessary. • Prepare and deliver to City Council a report on findings and recommendations, to facilitate an understanding by the City Council and the Public of methodologies, issues, and recommendations resulting from the fee study. • Provide final cost allocation plan including supporting files/documentation. Optional Task(s): Annual updates to Cost Allocation Plan — For annual updates related to year-end reporting or for budgetary purposes, Consultant shall: • Update the cost plan with actual expenditure and budgetary information on an annual basis. EXHIBIT B SCHEDULE OF BILLING RATES ClearSource Financial Consulting Page B-1 CONSULTANT HOURLY RATE Est. No. Service of Hours Year 1 Year 2 Year 3 Year 4 Year 5 Community Development User Fees 262 $24,570 $26,208 Police User Fees 42 $3,780 $4,368 Fire User Fees 116 $9,450 $13,104 Finance/Admin/AII Departments User Fees 36 $3,402 $3,924 Harbor User Fees 144 $13,608 $15,696 Public Works User Fees 126 $11,907 $13,734 Utilities User Fees 54 $5,103 $5, 886 Library User Fees 24 $4,752 Recreation & Senior Services User Fees 136 $26,928 Citywide Full Cost Plan (including Harbor Tidelands) 570** $32,400 $13,230* $13,860* $37,440 $15,260* Other Miscellaneous/Administrative Costs (if applicable) Annual Total 1,510 $70,200 $47,250** $45,540** $81,120 $54,500* Contract Total $298,610 max (*optional tasks) * Optional Task ** Includes optional tasks. Total Contract without Optional Tasks: $256,260 Total for Optional Tasks Only: $42,350 Total Maximum Consulting Fee Proposed: $298,610 Pricing provided shall include any and all labor; materials; equipment; supervision; travel and expenses; and insurance to provide the services described in this RFP solicitation. cleorl&-,source June 2, 2022 CITY OF NEWPORT BEACH Attention: Sander Huang, Purchasing and Contracts Administrator 100 Civic Center Drive Newport Beach, California 92660 VIA ELECTRONIC TRANSMISSION: CITY OF NEWPORT BEACH PLANETBIDS PORTAL COST PROPOSAL: CITYWIDE USER FEE STUDY & COST ALLOCATION PLAN SERVICES To the City's Proposal Evaluation Team: Enclosed is the ClearSource Cost Proposal submitted as a separate accompaniment to our Response and Proposal to perform a Citywide User Fee Study and Cost Allocation Plan Services for the City of Newport Beach. I am the President of ClearSource Financial Consulting authorized to negotiate and bind ClearSource contractually under the City's terms. My signature obligates ClearSource to the commitments in this proposal and confirms that it shall remain valid for a period of 180 calendar days from submittal. Sincerely, TERRY MADSEN, PRESIDENT I CLEARSOURCE FINANCIAL CONSULTING PHONE: 831.288.0608 EMAIL: TMADSENC-OCLEARSOURCEFINANCIAL.COM Note: This additional Cost Proposal has been submitted as a supplement to the City's required Cost File, as allowed by the instructions on the Cost File Form. 7960 B Soquel Drive, Suite 363, Aptos, California 95003 831.288.0608 PROJECT BUDGFT Contract Structure The City of Newport Beach is initiating a new contract to complete its Citywide User Fee Study and Cost Allocation Plan Services. The City envisions a maximum contract term of five years: three years with two optional one-year renewals. Within the five-year contract, the City wishes to consider optional annual updates of its Citywide Cost Allocation Plan (excluding Harbor Tidelands) in Years 2, 3, and 5. In order to provide the City an upper limit for its project budgeting and consultant evaluation, ClearSource submits the following Cost Proposal, presenting maximum consulting fees assuming maximum contract terms: all five years and all optional elements authorized to proceed. ClearSource has prepared sufficient detail for the City to reduce this maximum consulting fee should the City not authorize optional elements or renew subsequent years. This fee is based on the City's agenda for studies, as expressed in the ClearSource wor plan and project timeline shown in our separately submitted technical proposal.' Maximum Consulting Fee TOTAL FIVE-YEAR COST I ClearSource proposes a total maximum project cost for this five-year contract at 2 , , as illustrated in Exhibit . This includes all options and renewals. EXHIBIT 1 1 MAXIMUM FIVE-YEAR PROJECT COST BY ELEMENT iptlons enewals Labor Maximum Hours Fee Citywi_de._User Fee_Stud _y_.._____.._______ ANNUAL COSTS I The five-year project cost can be expressed annually, following the agenda set by the City for expected deliverables in each year of study, as illustrated in Exhibit 2. This includes all options and renewals. NOT -TO -EXCEED FEE I ClearSource commits to finish the City's scope of services without change orders. This is our standard practice. We do not request contract amendments for additional meetings, extra analytical scenarios, or any extended work to aid City staff or Council consideration. These are normal occurrences in these types of studies and part of the standard effort required to usher study findings to successful enactment. Our proposed price is set to accomplish the wor thoroughly without upward ris to the City. EXHIBIT 2 1 MAXIMUM PROJECT COST BY ELEMENT AND STUDY YEAR -23 (Year 1) FY 23-24 (Year 2) Fe Hours Fe e e Cost Allocation Plan Services Citywide User Fee Studv iours Fe e 1 ClearSource RFP Response File, Page 14, Exhibit 3. CITY OF NEWPORT BEACH REQUEST FOR PROPOSAL CLEARSOURCE COST FILE 1 2 Components of Consulting Fees PROFESSIONAL RATES I The proposed consulting fee presented above is based on assumed time to complete the scope of services paired with hourly billing rates for ClearSource consultants. As of the date of this submittal, the schedule of hourly billing rates for all positions contemplated in this project is as follows: C Rates fixed through June 30, 2023: Project Manager: $180 per hour Principal Consultant: $180 per hour - Senior Consultant: $180 per hour The five-year maximum cost has been built following assumed annual adjustment to our professional rates at an inflation factor not to exceed 5% per year, as illustrated in Exhibit 3. In each subsequent year of study, ClearSource will notify the City of the professional rates we publish formally at that time and adjust the project budget for that year in alignment with ClearSource practice, not to exceed the annual project budget estimated in this proposal. EXHIBIT 3 i PROJECTED CLEARSOURCE PROFESSIONAL RATES *ClearSource will apply actual billing rates in effect as of / / and subsequent years but will not exceed those listed here. DIRECT EXPENSES i ClearSource does not bill clients for ordinary direct expenses. All costs incurred by ClearSource to complete the City's project as currently scoped are embedded in our professional rates. The City's project does not contemplate and include extraordinary expenses, such as mailing, as part of the consultant's required deliverables; therefore, no cost above the billed time of our professionals is proposed in our consulting fee. RATES FOR ADDED SERVICES I Should the City see an amendment to the contract to add consulting services it did not contemplate in its original scope of services as of this submittal date, ClearSource will estimate an additional consulting fee using professional rates we formally publish at the time of request but not to exceed the rates listed in Exhibit 3. As emphasized earlier, ClearSource will not request contract amendments to compensation to handle normal fluctuations in the scope of services already defined, such as unplanned meetings, scenarios, or elongated review processes. Examples of situations when "added services" would apply are adding an internal service fund rate analysis or rescheduling a department/division for user fee analysis not scoped in a given year's consulting fee. 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 project elements and major tas s described in the wor plans included with our separate technical proposal. We will not invoice for tas s not yet completed, and we will not submit a final invoice for each study year until wor is completed as scoped for that year. Total invoices issued over the course of each study year and the total five-year period will not exceed the maximum price presented here. Consulting Fee Detail CONSULTANT FEE BY TASK I The maximum consulting fee presented in this Cost Proposal is based on the ClearSource team's experience with other similarly scoped and scaled California cities in past studies: careful review of the City of Newport Beach's existing CITY OF NEWPORT BEACH REQUEST FOR PROPOSAL CLEARSOURCE COST FILE 1 3 fee schedules, service provisions, organizational structure, and apparent financial performance, noting the breadth of City services that will fall under review in this effort. Our proposal ensures that the cost allocation plan uses and all user/regulatory fees eligible for the prescribed methodologies can be analyzed without shortcuts or explanations for non -analysis and that the process is carried through to successful implementation of feasible outcomes. Exhibit 4 at the end of this document illustrates the detail behind our presented maximum price for the Citywide User Fee Study and Cost Allocation Plan Services. This includes our estimated consultant labor time paired with current and projected hourly billing rates by study and tas described in the wor plans included in our separately submitted technical proposal. This detail includes all options and renewals. Optional tas s are listed under Citywide Cost Allocation Plan in Years 2, 3, and 5. Potentially renewable years are Years 4 and 5. CONSULTANT FEE BY STUDY ELEMENT AND USER FEE TOPIC I As required by the Request for Proposal Cost File (form), ClearSource has detailed our total consulting fee in each year of the project by study element and user fee topic. Exhibit 5 at the end of this document identifies the hours attributable to each area of study and corresponding cost to those departments/divisions or funds responsible. This detail recognizes that there will be different levels of consulting effort attributable to the topics, such as data development, quantitative analysis, fee schedule scale, expected iterative review points, and/or sta eholder or policyma er engagement. This detail also includes all options and renewals. Optional tas s are listed under Citywide Cost Allocation Plan in Years 2, 3, and 5. Potentially renewable years are Years 4 and 5. This section continues on the following page. CITY OF NEWPORT BEACH REQUEST FOR PROPOSAL CLEARSOURCE COST FILE 1 4 CONSULTING COST PROPOSAL FY22-23 (Year 1) FY23-24 (Year 2) FY24-25 (Year 3) FY25-26 (Year 4) FY26-27 (Year 5) Total Project Consultant Hours by Project Element and Task Project Senior Project I Senior Project Senior Project Senior Project I Senior Labor Maximum Mgr Cons Mgr Cons Mgr Cons Mgr Cons Mgr Cons Hours Fee Maximum Professional Hourly Rates: $180 $180 $189 $189 $198 $198 $208 $208 $218 $218 Citvwide Cost Allocation Plan Subtotal Fee for Single Element 30 Harbor Tidelands Cost Allocation Plan Subtotal Fee for Single Element 14 wide User Fee Study 80 16 54 16 54 30 80 16 54 430 56 0 0 0 0 14 56 0 0 140 $ 27,160 Subtotal Fee for Single Element 102 108 88 92 84 76 102 108 88 92 940 $186,420 GRAND TOTAL NOT TO EXCEED 146 244 104 146 100 130 146 244 104 146 1,510 $298,610 CONSULTING COST PROPOSAL Project Element Cost Allocation Plans Subtotal �o wide User Fee Subtotal GRAND TOTAL NOT TO EXCEED FY 22-23 (Year 1) FY 23-24 (Year 2) FY 24-25 (Year 3) FY 25-26 (Year 4) FY 26-27 (Year 5) 1 Total Project Hours Fee Hours Fee Hours I Fee Hours I Fee Hours I Fee Labor Maximum Hours I Fee 180 $32,400 70 $ 13,230 70 $ 13,860 180 $37,440 70 $ 15,260 570 $ 112,190 210 $37,800 180 $34,020 160 $ 31,680 210 $43,680 180 $39,240 940 $186,420 390 $70,200 250 $ 47,250 230 $45,540 390 $ 81,120 250 $54,500 1,510 $298,610 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. ClearSource Financial Consulting Page C-1 D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributor. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least ClearSource Financial Consulting Page C-2 fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subcontractors or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self -insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self- ClearSource Financial Consulting Page C-3 insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. H. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 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. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. ClearSource Financial Consulting Page C-4 0 tV N N O 0 S (15 UI V as m qa �U C D E C � 4� zcn C �`— E Q T, = 2 �7 0 w z � 0 �J 7 r rn m M U Q� K 0 — 00 z�� N U U rn U 0.1 O w � o �z Q 75 V Y. � y O Y G c U ti ro ra o F- o N