HomeMy WebLinkAboutContracts & Agreements_64-2018AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Sewer System Management Plan Gap Analysis
services ("Agreement") is made and entered in this 22"d of March, 2018 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City)" and Causey Consulting
("Consultant"). City and Consultant are sometimes individually referred to herein as a "Party" and,
together, as the "Parties." In consideration of the mutual promises contained herein, City and
Consultant agree as follows:
ARTICLE I — ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide Sewer System Management Plan Gap Analysis
services for City's Municipal Utilities and Engineering Department (the "Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A,"
entitled "Scope of Services," which is attached hereto and incorporated herein by reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the
performance of this Agreement including, but not limited to State prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates Paul Toor, Municipal Utilities and Engineering Director, as City's
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information, interpret and define City's policies
and decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner, in no
case shall this agreement extend beyond three months without mutual written consent of
the Parties.
4.2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
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Council adopted policy for the same. It shall be the obligation of Consultant to obtain a
copy of such policy from City staff.
ARTICLE 5 -- PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Three Thousand dollars ($3,000). City shall pay Consultant up to the not to
exceed amount, in accordance with Exhibit `B" entitled "Proposed Fee," is attached hereto
and incorporated herein by reference.
5.2 Consultant shall submit monthly invoices to City describing the Services performed during
the preceding month. Consultant's invoices shall include a brief description of the Services
performed, the dates the Services were performed, the number of hours spent and by whom,
and a description of reimbursable expenses related to the project, City shall pay Consultant
no later than thirty (30) days after receipt and approval by City of Consultant's invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return
receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first
class, certified, registered or express mail; in each case properly posted and fully prepaid
to the appropriate address set forth below, or such other address as a Party may provide
notice in accordance with this section:
Citv
Paul Toor, Director
MUED
City of Redlands
35 Cajon Street, Suite 15A
PO. Box 3005 (mailing)
Redlands, CA 92373
ptoor@cityofredlands.org
Consultant
Paul H. Causey, P.E.
Principal
Causey Consulting
733 Cree Court
Walnut Creek, CA 94598
925.323.6250
causeywc@com cast.net
ARTICLE 6 -- INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not
perform any Services unless and until the required insurance listed below is obtained by
Consultant. Consultant shall provide City with certificates of insurance and endorsements
evidencing such insurance prior to commencement of the Services. Insurance policies
shall include a provision prohibiting cancellation or modification of the policy except
upon thirty (30) days prior written notice to City.
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A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self-insured or exempt from the workers' compensation laws
of the ,State of California. Consultant shall execute and provide City with Exhibit "C"
entitled "Workers' Compensation Insurance Certification," which is attached hereto
and incorporated herein by this reference prior to performance of the ,Services.
B. Comprehensive General Liability insurance with carriers acceptable to City.
Minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two
Million Dollars ($2,000,000) aggregate for public liability, property damage and
personal injury is required. City shall be named as an additional insured and such
insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
C. Professional Liability insurance in the amount of One Million Dollars ($1,000,000)
per claim made.
D. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and
property damage liability. This coverage shall include all Consultant owned vehicles
used in connection with Consultant's provision of the Services, hired and non -owned
vehicles, and employee non -ownership vehicles. City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or
self-insurance maintained by City.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Consultant, or its
officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Consultant's Services. Consultant further covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
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A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in making
a governmental decision or otherwise perform the same or substantially the same
duties for City that would otherwise be performed by an individual holding a position
specified in City's Conflict of Interest Code under Government Code section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests, Consultant
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Clerk,
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement.
8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other
documents developed by Consultant in connection with its performance of the Services,
and any copyright interest in such documents, shall become the property of City and shall
be delivered to City upon completion of the Services, or upon the request of City. Any
reuse of such documents, and any use of incomplete documents, shall be at City's sole risk.
8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor its agents shall have
control over the conduct of Consultant or Consultant's employees, except as herein set
forth. Consultant shall supply all necessary tools and instrumentalities required to perform
the Services. Assigned personnel employed by Consultant are for its account only, and in
no event shall Consultant or personnel retained by it be deemed to have been employed by
City or engaged by City for the account of, or on behalf of City. Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
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agent, nor shall Consultant have any authority, express or implied, to bind City to any
obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City or three months after Effective Date,
whichever is sooner, unless extended in writing signed by both Parties. This Agreement
may be terminated by City, in its sole discretion, by providing not less than five (5) days
prior written notice to Consultant of City's intent to terminate. If this Agreement is
terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no
amount shall be allowed for anticipated profit or unperformed Services, and (2) any
payment due Consultant at the time of termination may be adjusted to the extent of any
additional costs to City occasioned by any default by Consultant. Upon receipt of a
termination notice, Consultant shall immediately discontinue its provision of the Services
and, within five (5) days of the date of the termination notice, deliver or otherwise make
available to City, copies (in both hard copy and electronic form, where applicable) of
project related data, design calculations, drawings, specifications, reports, estimates,
summaries and such other information and materials as may have been accumulated by
Consultant in performing the Services. Consultant shall be compensated on a pro -rata basis
for Services completed up to the date of termination.
8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to Consultant
pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Consultant.
8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement.
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed
in confirmation of this Agreement.
CITY YREDLNDS
By: w1w'd
Jnnell,
Purchasing Agent
Attest:
�D..ad,.n, City Clerk
CAUSEY CONSULTING
By: Q k\
Paul H. Causey, P.E.,
Principal
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EXM BIT "A"
SCOPE OF SERVICES
1. Work does not include any site visits to the City of Redlands. All communications
will be either electronic or by conference call between the parties.
2. Causey Consulting will participate in the OERP Development Web Meeting.
3. Gap Analysis will utilize the SWRCB Pre -inspection Questionnaire as background
to the analysis.
4. Causey Consulting is providing best professional support services and is not
providing legal compliance with the State sanitary sewer waste discharge
regulations (WDR). Proposal does not include time or expenses for consultation
with the City Attorney or outside legal counsel specializing in regulatory
compliance.
5. Consultant to provide gap analysis of all SSMP Elements required by the WDR
Section D13 for conformance with the general regulatory requirements of both the
sanitary sewer waste discharge regulations (WDR) and the monitoring and
reporting program (MRP) requirements.
b. Consultant will provide sample documents for City consideration.
7. Consultant will provide all documents electronically to City's project manager. City
to be responsible for circulation of the draft and final gap analysis to City staff.
8. Proposal does not include consultant cost or travel expenses for formal
presentations to any Advisory Committees or the City Council
9. City to provide comments on the draft gap analysis within ten (10) days of receipt
of the electronic draft.
10. City to provide all comments and changes to the draft gap analysis in a single
redline document or during a conference call as necessary.
11. City to provide electronic copies of any State or Regional Board enforcement
actions, settlement agreements, notices of intent to sue, legal actions or settlements
to Consultant at the beginning of the gap analysis.
12. City to provide the following documents or information electronically if available at
the start of the work:
a. 1991 City Sewer Master Plan (referred to in the old SSMP)
b. Copies of all collection system related standard operating procedures.
c. Copies of all forms used to document collection system and pump station
maintenance, condition assessment and overflow reporting.
d. The most recent SSW Audit Report.
e. Collection system training matrix or procedure if one exists.
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ES HOIT 19BI}
Proposed Fee
The consultant shall be compensated for the services at an hourly rate of $195 with a
not to exceed amount of $3,000.
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EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees_
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Ag- reeement. (Labor Code § 1861).
V I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I ccr* under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
CAUSEY CONSULTING Date: 3123 I��
By-.' Q A la.P
Paul H. Causey, A.E.,
Principal
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