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HomeMy WebLinkAboutAGENDA REPORT 2022 0202 CCSA REG ITEM 09C SUPPLEMENTAL MOORPARK CITY COUNCIL SUPPLEMENTAL AGENDA REPORT TO: Honorable City Council FROM: Carlene Saxton, Community Development Director DATE: 02/02/2022 Regular Meeting SUBJECT: Consider Agreement with ClearSource Financial Consulting for a Cost Allocation Plan, Impact Fee Study, and Developer Fee Study for $101,555 and Resolution Amending the Fiscal Year 2021/22 Budget CORRECTION TO REPORT ATTACHMENT Subsequent to the preparation and publication Agenda Packet, it was identified that the most recent Exhibit to the draft agreement, Exhibit C, was not incorporated into the staff report attachment. A corrected copy of the draft agreement and associated exhibits is attached. Attachment: Professional Services Agreement with ClearSource Financial Consulting Item: 9.C. SUPPLEMENTAL PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MOORPARK AND CLEARSOURCE FINANCIAL CONSULTING FOR COST ALLOCATION PLAN, IMPACT FEE STUDY, AND DEVELOPER FEE STUDY SERVICES THIS AGREEMENT, made and effective as of this _____ day of January, 2022, between the City of Moorpark, a municipal corporation (“City”) and ClearSource Financial Consulting, a corporation (“Consultant”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: WHEREAS, City has the need for cost allocation plan (Plan), impact fee study (Impact Study), and developer fee study (Developer Study) services; and WHEREAS, Consultant specializes in providing such services and has the proper work experience, certifications, and background to carry out the duties involved; and WHEREAS, Consultant has submitted to City a Proposal dated January 25, 2022, which is attached hereto as Exhibit C. NOW, THEREFORE, in consideration of the mutual covenants, benefits , and premises herein stated, the parties hereto agree as follows: 1.TERM The term of this Agreement shall be from the date of execution to completion of the work identified in the Scope of Services and in conformance with Exhibit C, unless this Agreement is terminated or suspended pursuant to this Agreement. 2.SCOPE OF SERVICES City does hereby retain Consultant, as an independent contractor, in a contractual capacity to provide cost allocation plan, impact fee study, and developer fee study services, as set forth in Exhibit C. In the event there is a conflict between the provisions of Exhibit C and this Agreement, the language contained in this Agreement shall take precedence. Consultant shall perform the tasks described and set forth in Exhibit C. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit C. Compensation for the services to be performed by Consultant shall be in accordance with Exhibit C. Compensation shall not exceed the rates or total contract value of one hundred one thousand five hundred fifty-five dollars ($101,555) as stated in Exhibit C, without a written Amendment to the Agreement executed by both parties. Payment by City to Consultant shall be in accordance with the provisions of this Agreement. ClearSource Financial Consulting Page 2 of 15 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of their ability, experience, standard of care, and talent, perfo rm all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. MANAGEMENT The individual directly responsible for Consultant’s overall performance of the Agreement provisions herein above set forth and to serve as principal liaison between City and Consultant shall be Terry Madsen, and no other individual may be substituted without the prior written approval of the City Manager. The City’s contact person in charge of administration of this Agreement, and to serve as principal liaison between Consultant and City, shall be the City Manager or the City Manager’s designee. 5. PAYMENT Taxpayer ID or Social Security numbers must be provided by Consultant on an IRS W-9 form before payments may be made by City to Consultant. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit C, based upon actual time spent on the above tasks. This amount shall not exceed one hundred one thousand five hundred fifty-five dollars ($101,555) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement, which are in addition to those set forth herein, unless such additional services and compensation are authorized, in advance, in a written amendment to this Agreement executed by both parties. The City Manager, if authorized by City Council, may approve additional work not to exceed ten percent (10%) of the amount of the Agreement. Consultant shall submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non -disputed fees. Any expense or reimbursable cost appearing on any invoice shall be accompanied by a receipt or other documentation subject to approval of the City Manager or the City Manager’s designee . If the City disputes any of Consultant’s fees or expenses, City shall give written notice to Consultant within thirty (30) days of receipt of any disputed fees set forth on the invoice. ClearSource Financial Consulting Page 3 of 15 6. TERMINATION OR SUSPENSION WITHOUT CAUSE The City may at any time, for any reason, with or without cause, suspend , or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement. The Consultant may terminate this Agreement only by providing City with written notice no less than thirty (30) days in advance of such termination. In the event this Agreement is terminated or suspended pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination or suspension, provided that the work performed is of value to the City. Upon termination or suspension of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to this Agreement. 7. DEFAULT OF CONSULTANT The Consultant’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consulta nt for any work performed after the date of default and can terminate or suspend this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant’s control, and without fault or negligence of the Consultant, it shall not be considered a default. If the City Manager or his/her designee determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall cause to be served upon the Consultant a written notice of the default. The Consultant shall have thirty (30) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 8. LIQUIDATED DAMAGES There are no liquidated damages under this Agreement. 9. OWNERSHIP OF DOCUMENTS Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate ClearSource Financial Consulting Page 4 of 15 records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or the City’s designees at reasonable times to such books and records; shall give the City the right to examine and audit said books and records; shall permit City to make transcripts therefrom as necessary; an d shall allow inspection of all work, data, documents, proceedings, and activi ties related to this Agreement. Notification of audit shall be provided at least thirty (30) days before any such audit is conducted. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. Upon completion of, or in the event of termination or suspension without cause of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permi ssion of the Consultant. With respect to computer files, Consultant shall make available to the City, at the Consultant’s office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compi ling, transferring, and printing computer files. 10. INDEMNIFICATION AND HOLD HARMLESS Indemnity for professional liability: When the law establishes a professional standard of care for Consultant’s Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees, and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including reasonable legal counsels’ fees and costs to the extent same are caused by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the per formance of professional services under this Agreement. Indemnity for other than professional liability: Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City, and any and all of its officials, employees, and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, including reasonable legal counsels’ fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, pertain to, or are in any way attributable to, the performance of this Agreement by Consultant or by any individual or agency for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from ClearSource Financial Consulting Page 5 of 15 others as required here, Consultant agrees to be fully responsible according to the terms of this Section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successors, assigns, or heirs of Consultant and shall survive the termination of this Agreement or this Section. City does not and shall not waive any rights that it may have against Consultant by reason of this Section, because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions shall apply regardless of whether or not said insurance policies are determined to be applicable to any losses, liabilities, damages, costs , and expenses described in this Section. 11. INSURANCE Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit A attached hereto and incorporated herein by this reference as though set forth in full. 12. INDEPENDENT CONSULTANT Consultant is and shall at all times remain as to the City a wholly independent Contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers or employees, or agents of the City except as set forth in this Agreement. Consultant shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 13. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of local, state, and federal laws and regulations which in any manner affect those employed by it o r in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations, including but not limited to the Americans with Disabilities Act and Occupational Safety and Health Administration laws and regulations. The Consultant shall comply with and sign Exhibit B, the Scope of Work Requirement for Professional Services Agreements Compliance with California ClearSource Financial Consulting Page 6 of 15 Government Code Section 7550, when applicable. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section. Should the Scope of Services include work that is considered a public work to which prevailing wages apply, the public work project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). Consultant agrees to comply with and be bound by all applicable terms, rules and regulations described in (a) Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, including without limitation Labor Code Section 1771 and (b) the rules and regulations established by the DIR implementing such statutes, as though set forth in full herein, including any applicable amendments made thereto during the term of this Agreement. For every subcontractor who will perform work on this project, Consultant shall be responsible for subcontractor’s compliance with (a) and (b), and Consultant shall take all necessary actions to ensure subcontractor’s compliance. Labor Code Section 1725.5 requires all contractors and subcontractors to annually register with the DIR before bidding or performing on any public work contract. 14. ANTI DISCRIMINATION Neither the Consultant, nor any subconsultant under the Consultant, shall discriminate in employment of persons upon the work because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status; or any other basis protected by applicable federal, state, or local law, except as provided in Section 12940 of the Government Code. Consultant shall have responsibility for compliance with this Section. 15. UNDUE INFLUENCE Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City in connection with the award, terms, or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City will receive compensation, directly or indirectly from Consultant, or any o fficer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 16. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Services performed under this Agreement. ClearSource Financial Consulting Page 7 of 15 17. CONFLICT OF INTEREST Consultant covenants that neither they nor any officer or principal of their firm have any interests, nor shall they acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that in the performance of this Agreement, they shall employ no person having such interest as an officer, employee, agent, or subconsultant. Consultant further covenants that Consultant has not contracted with nor is performing any services directly or indirectly, with the developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies) owning property and/or processing an entitlement application for property in the City or its Area of Interest, now or within the past one (1) year, and further covenants and agrees that Consultant and/or its subconsultants shall provide no service or enter into any contract with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies) owning property and/or processing an entitlement application for property in the City or its Area of Interest, while under contract with the City and for a one (1) year time period following termination of this Agreement. 18. NOTICE Any notice to be given pursuant to this Agreement shall be in writing, and all such notices and any other document to be delivered shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as follows: To: City Manager City of Moorpark 799 Moorpark Ave. Moorpark, CA 93021 To: Terry Madsen ClearSource Financial Consulting 7960 B Soquel Drive, Suite 363 Aptos, CA 95003 Either party may, from time to time, by written notice to the other, designate a different address or contact person, which shall be substituted for the one above specified. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the third (3rd) day after deposit in the United States mail. 19. CHANGE IN NAME Should a change be contemplated in the name or nature of the Consultant's legal entity, the Consultant shall first notify the City in order that proper steps may be taken to have the change reflected in the Agreement documents. 20. ASSIGNMENT ClearSource Financial Consulting Page 8 of 15 Consultant shall not assign this Agreement or any of the rights, duties , or obligations hereunder. It is understood and acknowledged by the parties that Consultant is uniquely qualified to perform the services provided for in this Agreement. 21. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services in this Agreement. 22. VENUE AND GOVERNING LAW This Agreement is made, entered into, and executed in Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforcement or other action of the terms, conditions, or covenants referred to herein shall be filed in the applicable court in Ventura County, California. The City and Consultant understand and agree that the laws of the state of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. 23. COST RECOVERY In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including attorneys’ fees, from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. 24. ENTIRE AGREEMENT This Agreement and the Exhibits attached hereto contain the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material. 25. CAPTIONS OR HEADINGS The captions and headings of the various Articles, Paragraphs, and Exhibits of this Agreement are for convenience and identification only and shall not be deemed to limit or define the content of the respective Articles, Paragraphs, and Exhibits here of. ClearSource Financial Consulting Page 10 of 15 Exhibit A INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet requirements set forth here, Consultant agrees to amend, supplement , or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to the City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to the City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office (ISO) “Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Consultant or Consultant’s employees will use personal autos in any way on this project, Consultant shall provide evidence of pers onal auto liability for each such person. Workers’ Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident or disease. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant and “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer’s duty to defend. The policy retroactive date shall be on or before the effective date of this Agreement. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Coverage shall be provided on a “pay on behalf” basis, with defense costs payabl e in ClearSource Financial Consulting Page 11 of 15 addition to policy limits. Policy shall contain a provision obligating insurer at the time insured’s liability is determined, not requiring actua l payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to the City for injury to employees of Consultant, subconsultants, or others involved in the Work. The scope of coverage provided is subject to approval by the City following receipt of proof o f insurance as required herein. Limits are subject to review but in no event less than $2,000,000 aggregate. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Bests rating of A - or better and a minimum financial size of VII. General conditions pertaining to provision of ins urance coverage by Consultant. Consultant and the City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds the City, its officials, employees, and agents, using standard ISO endorsement CG 2010 and CG 2037 with edition acceptable to the City. Consultant also agrees to require all contractors and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shal l prohibit Consultant, or Consultant’s employees, or agents, from waiving the right to subrogation prior to a loss. Consultant agrees to waive subrogation rights against the City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to th e full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operation limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include limiting endorsement of any kind that has not been first submitted to the City and approved in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect the City’s protection without the City’s prior written consent. ClearSource Financial Consulting Page 12 of 15 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant’s general liability policy, shall be delivered to city at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled or reduced at any time and no replacement coverage is provided, the 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 the City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at the City’s option. 8. Certificate(s) are to reflect that the insurer will provide thirty (30) days notice to the City of any cancellation or reduction of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation or reduction of coverage imposes no obligation, or that any party will “endeavor” (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to the City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the Work who is brought onto or involved in the Work by Consultant, provide the same minimum insurance required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the Work will be submitted to the City for review. 11. Consultant agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein 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 contemplated by this Agreement to self-insure its obligations to the City. If Consultant’s existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time, the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to the City. ClearSource Financial Consulting Page 13 of 15 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with an insurance requirement in no way imposes any additional obligations to the City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually for five years after the Agreement is canceled or terminated. Termination of this obligation is not effective until the City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant’s insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to the City within five days of the expiration of coverage. 17. The provisions of any Workers’ Compensation or similar act will not limit the obligations of Consultant under this Agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to the City, its employees, officials and agents. 18. 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. 19. 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. 20. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts or impairs the provisions of this section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the Work reserves the right to charge the City or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to the City. It is not the intent of the City to reimburse any third party for the cost of comp lying with ClearSource Financial Consulting Page 14 of 15 these requirements. There shall be no recourse against the City for payment of premiums or other amounts with respect thereto. 22. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this Agreement. The 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 the City. C-1 The City of Moorpark (City) is engaging ClearSource Financial Consulting (Consultant) to perform a Cost Allocation Plan, Impact Fee Study, and Developer Fee Study. (ClearSource will engage a subconsultant, Harris & Associates, for certain elements of the project.) Extracted from the ClearSource-Harris proposal is the following description of the services to be provided by the Consultant to complete the project. PROJECT UNDERSTANDING Overall Project Elements The City of Moorpark is initiating a Cost Allocation Plan, Impact Fee Study, and Developer Fee Study. This type of project is focused on the ethic of “the costs to serve” from different, yet intertwined, perspectives: What are the costs of central services within the municipal organization, and how do those costs relate to the array of direct services provided to the community? What are the cost recovery opportunities for these administrative, management, and support services of the agency? (This is accomplished through a Cost Allocation Plan.) What are the projected costs of ensuring public infrastructure is available and operating at necessary levels of service as the community grows and changes? What development impact fees are justified to target cost recovery of these capital investments from the development generating increased demands for public service? (This is accomplished through an Impact Fee Study.) What are the costs of development regulation services provided to the community, which currently have or may be eligible for a user or regulatory fee? 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? (This is accomplished through a Developer Fee Study.) City Project Objectives The City of Moorpark has outlined the following objectives for each element of study: COST ALLOCATION PLAN Ensure the City is accurately accounting for the true cost of providing various services by departments through the use of a well-documented and defensible plan. Ensure the City has a valid basis for calculating and administering comprehensive overhead rates which are used for internal budgetary transfers and expenditures in addition to billable rates for federal and state grants, user fees, cost recovery, and reimbursements from other government agencies. IMPACT FEE AND DEVELOPER FEE STUDIES Develop defensible fee justifications and nexus report that complies with Proposition 218. EXHIBIT C C-2 City Services for Study USER FEES It is expected that the 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. The City is limiting this analysis to services related to development and construction for which a user or regulatory fee is or can be imposed can be included as desired. This can encompass activities managed by the Department that may include generally:  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  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 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-lieu fees, fees intended and codified more as “taxes,” punitive fines/penalties, and general taxes. From the City’s existing Schedule of Fees and Charges Effective March 17, 2021, our team expects the following broad categories of fees to fall under review in the Developer Fee Study:  Planning – Counter Services  Planning – Development Services  Public Works – Engineering Services  Public Works – Counter Services  Building & Safety  Vector Control/Animal Control Services  Police Services DEVELOPMENT IMPACT FEES The City of Moorpark has an adopted Development Impact Fee (DIF) program. According to the City’s latest Annual report, the City imposes fees for: C-3  Traffic Systems Management  Citywide Traffic Mitigation  Crossing Guard  Library Facilities  Open Space Maintenance  Tree & Landscaping  Art in Public Places  Park Improvement and Recreation Facilities  Los Angeles Avenue Area of Contribution  Tierra Rejada Road/Spring Road Area of Contribution  Casey Road/Gabbert Road Area of Contribution  Fremont Storm Drain AOC  Walnut Canyon Traffic Noise Attenuation  Police Facilities The City desires to complete an analysis of the City’s needs and establish a new development impact fee program. In addition to those existing fees, the City also wishes to:  Update the City’s Parking In-lieu fees for the downtown area  Establish Truck Impact Fees for LA Avenue CENTRAL SUPPORT SERVICES While cost recovery for the above listed direct services are the focus of the two fee studies, a Cost Allocation Plan focuses on potential cost recovery for the “indirect” services of the municipal organization. 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 services outside of internal service funds EXHIBIT 1 |REVISED PRICING DETAIL BY STUDY TASK/MILESTONE FOR THE COST ALLOCATION PLAN, IMPACT FEE STUDY, AND DEVELOPER FEE STUDY C-4 C-5 WORK PLANS BY STUDY ELEMENT Cost Allocation Plan ClearSource presents the following work plan to complete the Cost Allocation Plan envisioned by the City of Moorpark. TASK 1 | STUDY ORIENTATION 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 existing tools if City personnel prefer to sustain existing tools. ClearSource will remain flexible. TASK 2 | FINANCIAL AND ORGANIZATIONAL INPUTS 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. TASK 3 | COST ALLOCATION MODEL C-6 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  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 The model will provide for future in-house updates utilizing annual inflators or revision of underlying assumptions for personnel costs, contracted service inflation, etc. where allowed and recommended as feasible/reasonable. ClearSource will also generate a comparison of outcomes under the updated Cost Allocation Plan to prior year outcomes, including explanation for substantive differences. TASK 4 | REPORTING AND DELIVERABLE TOOLS 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. 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 C-7  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 (3) 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. Consultants will provide training to City staff on the development and future in-house update of the delivered electronic tools and various reports. TASK 5 | ENGAGEMENT 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. Consultants will prepare materials for these sessions, present the plan (or elements relevant), and respond to inquiries. Consultants will be available to City staff in the future to advise on the cost allocation plan. Impact Fee Study Harris & Associates presents the following work plan to complete the Impact Fee Study envisioned by the City of Moorpark. TASK 1 | KICK-OFF MEETING Harris will attend a kick-off meeting with City staff to review the objectives of the analysis, to agree on methodology, to exchange information, to set the schedule for all tasks, and to determine further information needed from City staff. Harris will work with City staff to refine the scope, purpose, uses, and goals of the City and for the project. TASK 2 | RESEARCH AND FEE STRUCTURE C-8 Harris will participate in calls with individual members of City staff to gain an understanding of the purpose and use of the fees and any concerns staff have with the current fee program. It is anticipated that up to eight (8) calls will be required. Harris will review the existing fee studies and background documentation including the existing fee studies, ordinances and resolutions, any master plans, the City’s general plan, and any other available studies that identify the City’s goals and required infrastructure needs. The goal of this task is to better understand the needs and goals of the City for each impact fee category and to gather the information that will serve as the basis for the fees. Once all documentation has been reviewed, Harris will meet with staff to discuss the validity of the current fees and any fee categories that the City may wish to pursue developing as part of the update. We will discuss any missing information and how the supporting documentation can be developed. Harris will recommend any changes to the current fee structure to facilitate better collection and administration of the program. Harris will also discuss AB602 and whether the City wishes to collect fees based on house size in accordance with the new bill, or continue collecting on a per unit basis. If new categories of fees are identified or documentation to support the fees is not available, a scope amendment may be necessary. TASK 3 | DRAFT DEVELOPMENT IMPACT FEES Harris will gather the City’s growth projections and will gather other assumptions such as persons per household, existing city population and employment, and future population and employment. Harris will work with City staff to understand the facilities and supporting infrastructure (i.e. equipment and vehicles) needed to serve future development. We will develop the project lists and cost estimates utilizing the City’s existing plans, discussions with City staff, and level of service analysis. Where future facilities may not be able to be determined, such as with parks or public safety facilities, a level of service analysis can be completed that sets funding at levels that maintain the City’s existing level of service (i.e., acres of parks or square feet of Fire Stations). When the land use assumptions and the identification of the needed facilities are completed, Harris will determine the methodology to allocate the infrastructure costs in each fee category to the various land uses based on the additional residents and employees that these new developments generate. Based on this information gathered, Harris will calculate the recommended fee for each land use type in compliance with the requirements of Section 66000 of the Government Code. An administrative fee will also be calculated to fund impact fee studies, annual administration, City staff administration, and reporting requirements Harris will prepare a comparison of the development impact fees from surrounding jurisdictions. Up to six jurisdictions will be included and will be based on input from the City as to which cities are to be included. The comparison will include fees for single family residential, multi-family residential, commercial, and industrial development to current and proposed fees in the City. Harris will prepare the draft fees and fee comparison for review with the City. TASK 4 | DRAFT DEVELOPMENT IMPACT FEE STUDY C-9 Once all parties agree on the fees, Harris will prepare the Nexus Study. The Nexus Study will be prepared in an organized fashion with an executive summary and will contain all required legal and technical documentation including additional information required under AB602. The study will include all background information, the methodology used to determine the fees, all supporting information, calculations that demonstrate the legal nexus between the recommended fees and the impact created by new development, the relationship between the fee’s use and the type of project on which the fee would be imposed, the purpose of the fee, how the fees would be used, and a description of the relationship between the need for any additional facilities and the type of development project on which the fee would be imposed. In addition, the report will discuss annual fee update procedures, credit and reimbursement policies and will outline the required administrative procedures including online reporting requirements required under SB1483. We will also incorporate the legal methodology for calculating fees for accessory dwelling units. Harris will meet with the City to discuss the report and incorporate one set of consolidated comments to create final draft report. TASK 5 | STAKEHOLDER MEETINGS Harris will prepare and lead a meeting with BIA, development community and other stakeholders. Obtaining the development community’s support is best achieved when their input is included in the fee analysis. Harris will discuss any recommendations that come out of this meeting with the City and incorporate relevant feedback into the study. Harris will prepare and make presentations on the methodology, findings, and implications of the proposed impact fees at City Council and/or planning commission meetings to facilitate the understanding of the impact fee analysis. The presentations will be prepared in a clear and concise manner. Harris will answer any questions and document any concerns or requested changes. Two presentations are assumed. Harris will assist the City with the preparation of the staff report and resolution for City Council adoption. An automatic inflation factor will be included in the resolution. It is assumed that the City will notice all meetings and provide a legal review of the documents. Revisions to the report will be completed based on input received from the City Council and the final report provided to the City. TASK 6 | FINAL REPORT Once the report is adopted, Harris will provide three (3) bound paper copies, and an electronic pdf, excel fee schedule model that can be updated. Developer Fee Study ClearSource presents the following work plan to complete the Developer Fee Study envisioned by the City of Moorpark. TASK 1 | STUDY ORIENTATION 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. C-10 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 TASK 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 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 new or 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. TASK 3 | LABOR TIME VALUATION 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 C-11 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. C-12 TASK 4 | FEE DESIGN 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. TASK 5 | COST OF SERVICE ANALYSIS 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. TASK 6 | COST RECOVERY AND IMPACT ANALYSIS 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, compliance and behavior modification, and fiscal constraints. 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. As 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 C-13 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. TASK 7 | REPORTING AND DELIVERABLE TOOLS ClearSource will prepare the administrative record for pursuing implementation of revised fees. This focuses on the draft and 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 TASK 8 | REVIEW AND ENGAGEMENT 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. C-14  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 – as needed to facilitate successful implementation of proposals. PROJECT SCHEDULE Timeline by Tasks / Milestones The ClearSource-Harris team anticipates the following timeline for delivery of final draft reports for each element of this project:  Cost Allocation Plan: 90 Days  Impact Fee Study: 150 Days  Developer Fee Study: 120 Days Upon delivery of the draft reports in each study element, the City may schedule City Council engagements to review recommendations, consultants may issue final reports, and public hearings may be scheduled following the City’s preferred timing and legislative or community priorities. Total estimated project timing and calendar is illustrated in Figure 1. C-15 FIGURE 1 | PROJECT TIMELINE BY STUDY ELEMENT AND MAJOR TASK / MILESTONE