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11-010 Agreement, Bartle and Wells Associates, Consultant Services for Drain Fees AGREEMENT BETWEEN THE CITY OF CUPERTINO AND BARTLE WELLS ASSOCIATES FOR CONSULTANT SERVICES FOR STORM DRAIN FEES THIS AGREEMENT, for reference dated February 7, 2011, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City "), and BARTLE WELLS ASSOCIATES, a California corporation, whose address is 1889 Alcatraz Avenue, Berkeley, California 94703 (hereinafter referred to as "Consultant "), 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 Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the financial consulting services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for a storm drain fee study upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on February 7, 2011, and shall terminate on April 29, 2011, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amount set forth in Exhibit "B" which is attached hereto and incorporated herein by this reference. Payment shall be made by checks drawn on the treasury of the City, to be taken from the General. fund. Payment will be made by the City as described in Exhibit `B ". 4. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer- independent contractor. 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 express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer - employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 8. NON - DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer /employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS: Indemnification: Consultant shall indemnify, defend, and hold harmless City, its City Council, boards, commissions, officials, employees, and volunteers ( "Indemnitees ") from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees ( "Claims "), arising from or in any manner connected to Consultant's negligent act or omission, whether alleged or actual, regarding performance of services or work conducted or performed pursuant to this Agreement. If Claims are filed against Indemnitees which allege negligence on behalf of the Consultant, Consultant shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence is not found on the part of Consultant. However, Consultant shall not be obligated to indemnify Indemnitees from Claims arising from the sole or active negligence or willful misconduct of Indemnitees. Indemnification For Claims for Professional Liability: As to Claims for professional liability only, Consultant's obligation to defend Indemnitees (as set forth above) is limited to the extent to which its professional liability insurance policy will provide such defense costs. 10. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 10A, B, and C. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as requi red by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $ 500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he /she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance far recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. 11. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 12. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. 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 cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power of the corporation. 13. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 14. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 15. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original. Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on paper with recycled content. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 16. RECORDS: 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 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 such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supportng documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 17. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: David Woo, Finance Department All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Bartle Wells Associates 1889 Alcatraz Ave. Berkeley, CA 94703 Attention: Thomas Gaffney, Principal Consultant 18. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 19. COMPLIANCES: Consultant shall comply with all state or f �deral laws and all ordinances, rules and regulations enacted or issued by City. 20. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 21. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 22. WAIVER: A waiver by City 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. 23. 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 hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 24. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 25. CAPTIONS; The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed, CONSULTANT CITY OF CUPERTINO A Municipal Corporation BARTLE WELLS ASSOCIATES By; . / / By :, Title; Principal Consultant Title; Director of Public Works Date 0 1 i© //I Date 2// 0/1 • APP :• a ED AS TO FORM: � s By $ •■ • Title; C ty Attorney • • • EXHIBIT A SERVICES TO BE PERFORMED 1) As described in Sections 1 -12 of the Scope of Services contained in the Storm Drain Fee Study proposal to the City of Cupertino dated December 21, 2010. EXHIBIT B COMPENSATION TO CONSULTANT 1) As described in Items 1 -3 and 5 -10 in of the Availability and Fees section in the Storm Drain Fee Study proposal to the City of Cupertino dated December 21, 2010, except for the following change in italics under Item 5a: The fee is based on completion of Sections 1 -12 of the project within two months of authorization to proceed, and assumes that the City will provide all necessary information in a timely manner. If the project is delayed beyond the anticipated completion date due to circumstances over which we have no control, we are to be reimbursed for time spent and expenses incurred beyond such date as long as the maximum fee is not exceeded. Costs will be based on consultants' hourly rates at the time the work is. performed. 2) As described in Item 4 of the Availability and Fees section in the Storm Drain Fee Study proposal to the City of Cupertino dated December 21, 2010, not to exceed $17,500. The fee related to services described under Section 13 is EXCLUDED from the Agreement. 1889 Alcatraz Avenue Berkeley, CA 94703 510 653 3399 fax: 510 653 3769 www.bartlewells.com BARTLE WELLS ASSOCIATES INDEPENDENT PUBLIC FINANCE ADVISORS • • December 21, 2010 David Woo, Finance Director City of Cupertino 10300 Torre Ave, Cupertino, CA 95014 • Re: Storm Drain Fee Study • Bartle Wells Associates is pleased to submit this proposal to serve as financial consultant to the City of Cupertino regarding a review and recommendation for future storm drain fees. Bartle Wells Associates specializes in water related financings and has helped hundreds of California agencies develop public acceptance of new rates and charges. Our firm was founded in 1964 and has advised over 500 public agencies throughout California and the western United States. Our clients have ranged from small cities and districts to large cities, counties, joint powers authorities, special districts, .To date we have helped California public agencies withhundreds of rate studies and service charge implementation planning. Bartle Wells Associates is a charter member of the National Association of Independent Public Finance Advisors (NAIPFA). All of our lead consultants are Certified. Independent Public Finance Advisors • (CIPF.As). • Our overall objective for this project would be to work closely. with City staff to develop drain • fee recommendations that are acceptable to property owners. We are very interested in working with the City on this project and hope this proposal provides a sound basis for our selection. Please don't hesitate to contact us If you have any questions or . would like any additional information. Very truly yours, BARTLE WELLS ASSOCIATES er 111 //frar -- Thomas Gaffney, CIPFA Principal Consultant SCOPE OF SERVICES CITY OF CUPERTINO Bartle Wells Associates will perform the following services in connection with a rate review of storm drain fees, working at all times in close cooperation with the City's staff and its other consultants and advisors. A total of three meetings are proposed through the course of the study including public and staff meetings. General Orientation/Investigation/Data Collection 1. Project Team Orientation To initiate our work, hold a meeting with City staff to accomplish the following: • Identify members of the City staff who will participate in the project. • Determine the roles and responsibilities of all project participants. • Establish project schedule and key milestone dates. • Confirm the key goals and expectations of the project team. 2. Investigation and Data Collection Assemble the information necessary to understand and describe the finances of the City's storm drain operations and determine how storm drain facilities are currently funded. Assistance and cooperation of the City's staff will be needed to assemble the background information. The objectives of investigation and data collection are to develop an understanding of the following key information: • Financial condition • Type and size of service area • Conditions leading up to this study • Current and future capital costs • Operating costs • Schedule of capital projects • Project beneficiaries • Provisions for replacements Data to be collected and reviewed includes the following: Financial Reports: • Financial statements — 2 previous years • Current budget • Outstanding bonds or loans, if any • Other fmancial obligations Revenue Sources: • Rate ordinances /resolutions (already have) • Drainage service charges 1 • Connection/development fees Customer Information: • Customers and parcel information • Storm water flow and use assumptions • Unusual characteristics of system • Projected future development 3. Analysis of Storm Drain Usage and Annual Costs Analyze storm water flow records, cost information, revenue requirements, and other information available regarding storm water financing. Analyze the costs and revenues associated with various property classifications including residential, commercial, and industrial. Allocate costs to various classes in an equitable manner. 4. Review Capital Improvement Program Review the capital improvements required for storm drainage. Assistance will be required for City staff and engineers. Develop a five or ten -year project schedule for constructing facilities. 5. Review and Analyze Alternatives for Financing Improvements Review the alternative financing mechanisms available for financing any required capital improvements, discussing the general and practical limitations, and costs applicable to each method. Alternative financing methods to be examined include: pay -as- you -go and borrowing alternatives including COPs, revenue bonds and use of any grant or low interest loan programs that may be available. 6. Recommend Financing Method Based on the review above, recommend the most appropriate financing method or combination of methods for financing the required storm drain facilities. The recommended method will likely include pay -as- you -go. 7. Review of Revenue Requirements Establish an appropriate level of capital reserves and replacements. Project an adequate level of annual operation and maintenance expenses as well as establish a reasonable operating reserve, such as a percentage of O &M expenses. 8. Cash Flow Projections Prepare cash flow projections showing the fmancial position of the City's storm drain enterprise through a five or ten -year planning period. Estimate storm drain charge increases required over the planning period to maintain the financial integrity of the enterprise. Review projections with City staff for agreements on assumptions, interpretation of data, and completeness of approach. The cash flow projections will be used to evaluate the need for required future rate adjustments and to develop a recommended implementation strategy. 9. Review of Alternative Storm Drain Rate Structures Review altemative storm drain rate structure, including the following: 2 • Rates tied to property area and surface permeability • Rates based on improvement foot print area • Flat rates • Other Discuss the advantages and disadvantages of each with respect to accomplishing the City's goals for the rate study. 10. Preliminary Rate Recommendations Based on the analysis of current rates and charges, anticipated expenses, and the rate structure alternatives discussed above, recommend an equitable system of storm drain rates for various classes of customers. Discuss with staff and incorporate comments and suggestions as necessary. 11. Submittal of Draft Report Prepare and submit a report of our findings including recommended changes in the City's rate structure, projected storm drain revenue to be generated by the revised rates, and the impact of the rates on various categories of customers. Submit a preliminary report draft including rate model to the City for review and comment. If requested, attend a City Council workshop or Council Committee session to present our preliminary findings and receive input from the Council, and members of the public. 12. Final Report and Presentation at Council Meeting Following completion of our report, present our findings and recommendations to the City Council at a public hearing. 13. Proposition 218 Process (Optional) Prop. 218 establishes requirements for adopting or increasing property - related fees and charges. Prop. 218 requires that the City: 1) mail notification of proposed rate increases and the date, time, and place of public hearing to all affected property owners (and potentially also any ratepayers who are tenants and not property owners), 2) hold a public hearing not less than 45 days after the notices are mailed, and 3) subject the rate increases to majority protest; if more than 50% of property owners submit written protests, the proposed rate increases cannot be adopted. If less than a majority protest is received, then the City would conduct an election among property owners. With a 50% voter approval the charges could then be implemented. BWA will assist the District with drafting the Prop. 218 rate notice and presenting the information at the required public hearing. Additional Services Remain available to attend additional meetings and provide additional financing consulting services beyond the scope of the tasks listed here, as requested by the City. 3 • Work Schedule The final schedule and goals for each meeting will be determined after receiving input from the City. AVAILABILITY AND FEES 1. We are prepared to begin work upon authorization to proceed. 2. During the project development period, we will be available at all reasonable times and on reasonable notice for meetings and for consultation with the City Council, its staff, attorneys, consulting engineers, and others as necessary. 3. All work will be performed by Bartle Wells Associates. One of our principals will be placed in charge of the work, and will devote time and effort to the project as needed. 4. For the services described in this proposal under Sections 1 - 12 in the Scope of Services, the fee for professional services including direct expenses is payable as the work proceeds based on our hourly rates shown in our Billing Rate Schedule 2010. The fee will not exceed $17,500. The fee for services described under Section 13 will not exceed $900. 5. Our fee is subject to the following restrictions: a. The fee is based on completion of the project within 6 months of authorization to proceed, and assumes that the City will provide all necessary information in a timely manner. If the project is delayed beyond the anticipated completion date due to circumstances over which we have no control, we are to be reimbursed for time spent and expenses incurred beyond such date. Costs will be based on consultants' hourly rates at the time the work is performed. b. The fee assumes submittal of one draft report. Time and expenses involved in revising tables and assumptions due to changes in data, or in preparing more than one draft report, constitute additional services. c. The fee is based on attendance at 3 meetings. Preparation for and attendance at additional meetings will be billed on an hourly basis plus direct expenses. 6. Progress payments and direct expenses are payable as the work proceeds as provided in our Billing Rate Schedule 2010. 7. In addition to the services provided under this proposal, the City may authorize us to perform additional services for which the City will compensate us based on consultants' hourly rates at the time the work is performed, plus direct expenses. Additional services may include, but are not limited to: • Meetings in excess of 3 meetings • Changes in project scope • Delays in project schedule • Any other services not specified 4 8. Bartle Wells Associates will maintain in force, during the full term of the assignment, insurance in the amounts and coverage as provided in the Schedule of Insurance attached. 9. If the project is terminated for any reason, we are to be reimbursed for professional services and direct expenses incurred up to the time we receive notification of such termination. 10. This proposal may be withdrawn or amended if not accepted within 90 days of its date. Thomas E. Gaffney, Principal December 21, 2010 Enc. Billing Rate Schedule 2010 Insurance Coverage 5 • BARTLE WELLS ASSOCIATES BILLING RATE SCHEDULE 2010 Rates Effective 1/1/2010 Professional Services Financial Analyst I $95 per hour Financial Analyst II $125 per hour Senior Financial Analyst $165 per hour Senior Consultant $195 per hour Principal'Consultant $225 per hour The professional time rates include all overhead and indirect costs. Bartle Wells Associates does not charge for secretarial support services and internal computer time. Expert witness, legal testimony or other special limited assignment will be billed at one and one -half times the consultant's hourly rate. The above rates will be in effect through December 31, 2010 at which time they will be subject to change. Direct Expenses Subconsultants will be billed at cost plus ten percent. Word processing and computer - assisted services related to official statement production are charged as direct expenses at $60 per hour. Other reimbursable direct expenses incurred on behalf of the agency will be billed at cost plus ten percent. These reimbursable costs include, but are not limited to: • Travel, meals, lodging • Automobile mileage • Long distance telephone and fax • Messenger services and mailing costs • Printing and report binding • Photocopying • Special statistical analysis i■ Graphic design and photography • Outside computer services • Special legal services • Bond ratings • Legal advertisements Insurance Bartle Wells Associates maintains insurance in the amounts and coverage as provided in the attached schedule of insurance. Additional or special insurance, licensing, or permit requirements beyond what is shown on the schedule of insurance are billed in addition to the contract amount. Payment Fees will be billed monthly for the preceding rnonth, and will be payable within 30 clays of the date of the invoice. A late charge of 1.0 percent per month may be applied to balances unpaid after 60 days. THOMAS E. GAFFNEY, PE, CIPFA Experience Thomas E. Gaffney is a principal consultant of the firm and has over 35 years of consulting experience. He is an expert in developing financing plans, impact fee studies, utility rate studies, multi- agency contracts and financing programs, contract negotiations, and bond marketing. Mr. Gaffney has directed projects involving more than 300 separate agencies in California and five other western states. Mr. Gaffney has developed the key terms and conditions of multiple- agency agreements for over 20 regional financing programs. Tom has served as project manager on projects involving water and wastewater, reclaimed water, hydroelectricity, public buildings, community storm drainage, flood control, and highways. He has helped implement utility billing systems for over 20 local agencies. Mr. Gaffney has managed sales of various forms of municipal bonds. Mr. Gaffney specializes in water - related financing plans and rate studies. He has worked extensively developing public information programs in compliance with Proposition 218. He has developed water rate analyses involving virtually every type of fixed and volume water rate configurations. Representative Assignments • City of Vacaville: Water and wastewater rate studies and wastewater capital facilities financing plan. Developed wastewater connection charge. • Marina Coast Water District: Prepared water and wastewater rate studies for the District and the former Fort Ord community. • City of Fresno: Prepared financial plan and rate study to finance $600 million of wastewater facilities. Worked with citizen's Utility Advisory Board to secure approval of rate recommendations. • Selma - Kingsburg- Fowler CSD: Prepared a Financial Policies and CIP Update for $28 million of capital facilities. Recommended connection charges for the district and its member cities. • City of Woodland: Prepared water, wastewater, and storm drain rate studies. Developed a fully pay - as- you -go financing plan for each of the three City enterprises. • City of Thousand Oaks: Water rate study to develop tiered water volume charges. Water and wastewater financing plans and rate studies. • City of Petaluma: Developed fmancing plan for $125 million Ellis Creek wastewater treatment plant. Assisted with securing $115 million of SRF loans and $100 million line of credit. • Napa Sanitation District: Prepared a revenue program required for SRF loan approval. Developed a pay -as- you -go financing plan for $10 million of wastewater facilities. ■ City of Menlo Park: Water rate study including new tiered rates. We developed a pass - through plan to allow rate adjustments without an additional Proposition 218 notification when Hetch Hetchy water supply costs are increased. • Zone 7 Water Agency: Prepared a plan for financing agricultural water facilities totaling over $200 million. Developing financing elements for stream management master plan. Memberships and Professional Affiliations ■ California Water Environment Association ■ National Association of Independent Public Finance Advisors Registrations /Certifications Registered Civil Engineer in California Certified Independent Public Finance Advisor (CIPFA), and professional member of the National Association of Independent Public Finance Advisors Education B.S., Civil Engineering, University of California, Berkeley M.B.A., Finance, University of California, Berkeley SCHEDULE OF INSURANCE Insured: BARTLE WELLS ASSOCIATES Bartle Wells Associates will maintain in force, during the full term of the assignment insurance in the amounts and coverage as provided in this schedule. If additional insurance is required and the insurer increases the premium as a result then the amount of the increase will be added to the contract prig TYPE OF INSURANCE COMPANY POLICY NUMBER COVERAGES AND LIMITS EXP. DATE Commercial General Hartford Insurance Company • $2,000,000 General Aggregate 6/1/11 Liability Policy #35 -SBA PA6857 • $2,000,000 Products Comp /Op Aggregate • $1,000,000 Personal & Advertising Injury • $1,000,000 Each Occurrence Automobile Liability Hartford Insurance Company • $1,000,000 Combined Single Limit 6/1/11 Policy #35 -UEC VU2842 Workers Compensation Hartford Underwriters Workers' Compensation: Statutory Limits for the State of 6/1/11 & Employers' Liability Insurance Company California. Employers' Liability: Policy #35 -WEC FG7858 • Bodily Injury by Accident - $1,000,000 each accident • Bodily Injury by Disease - $1,000,000 each employee • Bodily Injury by Disease - $1,000,000 policy limit Professional Liability Chubb & Son, Inc. Solely the performance ty u, So yin p Orman of services as municipal financing 6/1/11 BIND094045 consultants for others for a fee. Limit: $2,000,000 Per Occurrence & Aggregate (including defense costs, charges, and expenses)