HomeMy WebLinkAboutContracts & Agreements_62-2007_CCv0001.pdf AGREEMENT FOR FINANCIAL CONSULTING SERVICES
WITH RAFTELIS FINANCIAL CONSULTANTS
h This agreement for financial consulting services("Agreement")is made and entered into this
17' day of April, 2007 ("Effective Date"), by and between the City of Redlands, a municipal
corporation("City")and Raftelis Financial Consultants,Inc.("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 perform professional financial consulting services to assist
with the determination of construction-related and other costs associated with City's Tate
Treatment Plant upgrade project and City's costs associated with the provision of wholesale
water services. The specific Services which Consultant shall perform are more particularly
described in Exhibit "A," entitled "Scope of Services," which is attached hereto and
incorporated herein by this reference.
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,
1.3 Consultant shall comply with all applicable Federal, State and local laws and regulations in
the performance of this Agreement including, but not limited to, the Americans with
Disabilities Act and the Fair Employment and Housing Act.
1.4 All documents and data produced by Consultant in connection with its performance of the
Services shall be delivered to City's City Attorney Office and shall be designated as"work
product" and subject to the "work product doctrine."
ARTICLE 2 - RESPONSIBILITIES OF CITY
2.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
2.2 City will make provision for Consultant to enter upon City-owned property, as reasonably
required by Consultant, to perform the Services,
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2.3 City designates the City Attorney's Office as City's representative with respect to
Consultant's perfon-nance of the Services. The City Attorney, in consultation with City's
City Manager and Municipal Utilities Director, 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 3 - PERIOD OF SERVICE
3.1 Consultant shall perform the Services in a prompt and diligent manner and shall complete the
Services by July 31, 2007.
ARTICLE 4 - PAYMENT AND NOTICE
4.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Fifteen Thousand Three Hundred Eighty Dollars ($15,380). City shall pay
Consultant on a time and materials basis up to the not to exceed amount in accordance with
Exhibit "B" entitled "Project Fee," and based upon the hourly rates shown in Exhibit-C,"
entitled Rate Schedule.
4.2 Payments by City to Consultant shall be made within thirty (30) days after receipt and
approval by City of Consultants's invoice,by warrant payable to Consultant. Invoices shall
be sent to City on a monthly basis.
4.3 All notices shall be given in writing by personal delivery or by mail. Notices, sent by mail
should be addressed as follows:
City: William Hernsley
Municipal Utilities Department
PO Box 3005
Redlands, CA 92373
Consultant: Sudhir Pardiwala
Raftelis Financial Consultants
201 S. Lake, Ste. 803
Pasadena, CA 91101
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
Changes may be made in the names and addresses of the person to who notices and payments are to
be given by giving notice pursuant to this section.
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ARTICLE 5 - INSURANCE AND INDEMNIFICATION
5.1 All insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perform any Services pursuant to
this Agreement unless and until all 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. All insurance policies shall include a
provision prohibiting cancellation of the policy except upon thirty (30) days prior written
notice to City.
5.2 A. Consultant shall secure and maintain Workers' Compensation and Employer's
Liability insurance throughout the duration of this Agreement in an amount which meets the
statutory requirement with an insurance carrier acceptable to City. The insurance policy shall
include a provision prohibiting cancellation of said policy except upon thirty(30)days prior
written notice to City.
B. Consultant expressly waives all rights to subrogation against City, its elected
officials, officers and employees for losses arising from work performed by Consultant for
City by expressly waiving Consultant's immunity for injuries to Consultant's employees and
agrees that the obligation to indemniA,. defend and hold harmless provided for in this
Agreement extends to any claim brought by or on behalf of any employee of Consultant.
This waiver is mutually negotiated by the Parties. This waiver shall not apply to any damage
resulting from the sole negligence of City,its agents and employees. To the extent any of the
damages referenced herein were caused by or resulted from the concurrent negligence of
City, its agents or employees,the obligations provided herein to indemnify,defend and hold
harmless are valid and enforceable only to the extent of the negligence of Consultant, its
officers, agents and employees.
5.3 Hold Harmless and Indemnification. Consultant shall indemnify,hold harmless and defend
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 act, omission or failure to act by Consultant, its officers,
employees and agents in performing the Services.
5.4 Assignment. Consultant is expressly prohibited from assigning any of the Services without
the express written consent of City. In the event of mutual agreement between Parties to
assign a portion of the Services, Consultant shall add the assignee as an additional insured
and provide City with the insurance endorsements prior to the performance of any services by
the assignee. Assignment does not include printing or other customary reimbursable
expenses that may be provided in this Agreement.
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5.5 Comprehensive General Liability Insurance. Consultant shall secure and maintain in force
throughout the duration of the Agreement 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 the
insurance policy shall include a provision prohibiting cancellation of said policy except upon
thirty (30) days prior written notice to City. Such insurance shall be primary and non-
contributing to any insurance or self-insurance maintained by City. Certificates of insurance
and endorsements shall be delivered to City prior to commencement of the Services.
5.6 Professional Liability Insurance. Consultant shall secure and maintain professional liability
insurance throughout the duration of this Agreement in the amount of One Million Dollars
($1,000,000) per claim made. Certificate of liability insurance and endorsement shall be
delivered to City prior to commencement of the Services.
5.7 Business Auto Liability Insurance. Consultant shall have business auto liability coverage,
with minimum limits of One Million Dollars($1,000,000)per occurrence,combined single
limit for bodily injury liability and property damage liability.This coverage shall include all
Consultant owned vehicles used on the project,hired and non-owned vehicles,and employee
non-ownership vehicles. Such insurance shall be primary and non-contributing to any
insurance or self insurance maintained by City. City shall be named as an additional insured
and a certificate of liability insurance and endorsement shall be delivered to City prior to
commencement of the Services.
ARTICLE 6 - GENERAL CONSIDERATIONS
6.1 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 in-house counsel of the
Parties.
6.2 Consultant shall not assign any of the Services to be performed under this Agreement,except
with the prior written approval of City and in strict compliance with the terms, provisions
and conditions of this Agreement.
6.3 Consultant's key person to perform the Services is Sudhir Pardiwala, Vice President.
Consultant agrees that this key person shall be made available and assigned to perform the
Services and that he shall not be replaced without concurrence from City.
6.4 All documents, records, drawings, designs, cost estimates, electronic data files, databases,
and other documents developed by Consultant pursuant to this Agreement,and any copyright
interest in such documents, shall become the property of City and shall be delivered to City
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upon completion of the Services,or upon the request of City. Any reuse of such documents
and any use of incomplete documents will be at City's sole risk.
6.5 Consultant is for all purposes an independent contractor. Consultant shall supply all tools
and instrumentalities required to perform the Services. All personnel employed by
Consultant are for its account only, and in no event shall Consultant or any 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.
6.6 Unless earlier terminated, as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City.
6.7 This Agreement may be terminated by City, in its sole discretion and without cause, by
providing five (5) business days' prior written notice to Consultant (delivered by certified
mail, return receipt requested) of intent to terminate.
6.8 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.
6.9 Upon receipt of a termination notice, Consultant shall immediately discontinue all services
affected, 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
any 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 required by this Agreement. Consultant shall be compensated on a
pro-rata basis for work completed up until notice of termination.
6.10 Consultant shall maintain books and accounts of all payroll costs and expenses related to the
Services. Such books shall be available at all reasonable times for examination by City at the
office of Consultant.
6.11 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. Any amendment to this Agreement shall be in writing,
approved by City and signed by City and Consultant.
6.12 This Agreement shall be governed by and construed in accordance with the laws of the State
of California.
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IN WITNESS WHEREOF,duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS RAFTELIS FINANCIAL CONSULTANTS,
INC.
By: By:
Jon Harrison, Mayor
Sudhir Pardiwala, Vice President
Attest:
City C,Virk
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EXHIBIT "All
SCOPE OF SERVICES
Based on our understanding and discussion with City staff,we propose the following tasks to address
the City's needs.
Task I —Project Management
This project component includes general project coordination, staff direction, and administrative
activities throughout the course of the project including client correspondence,billing, and project
documentation.
Task 2—Project Initiation Meeting and Data Collection
This project component will provide opportunity to establish lines of communication; collect
pertinent data for the study,and discuss any relevant background information. The session will also
facilitate discussions of the overall approach and strategies that will be used by the City and RFC
during the course of the project. Conduct a kick-off meeting with City staff to identify major
concerns and City's strategy; and request financial and operational data needed for the project.
Task 3 —Determine Cost of Service
RFC will perform professional financial consulting services to assist with determination of
construction-related and other costs associated with City's Tate Water Treatment Plant upgrade
projects and City's costs associated with the provision of wholesale water services, and consider
reasonable cost allocation methodology.
Task 4—Meetings and Deliverables
RFC will participate in meetings and prepare a project report as follows: RFC will attend up to two
additional meetings to review background information and discuss the results of the study.
Additional meetings can be provided on a time and materials basis. Prepare five copies of a letter
report showing the calculation methodology.
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EXHIBIT "B"
PROJECT FEE
Services will be provided on a salary cost basis. Tasks in this scope of work will be completed for a
not to exceed amount of$15,380 including direct costs.
Description SP SV Admin Total Cost
Task I Project Management 5 5 $1,380
Task 2 Initiation and Data Collection 8 $1,664
Task 3 Determine Cost of Service 16 8 $4,592
Task 4 Meetings and Deliverables 24 8 $6,256
Expenses $1,488
TOTAL $15,380
SP -- Sudhir Pardiwala
SV — Steve Vuoso
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EXHIBIT 64C919
RATESCHEDULE
Hourly Rates
RFC proposes to provide the tasks identified in our Scope of Services at the hourly billing rates
shown in the table below.
Hourly Billing
Rate
Project Manager $200
Consultant $150
Clerical $ 60
Reimbursement of Direct Expenses
Direct expenses are costs incurred in providing the services outlined in the proposed Scope of
Services. Such expenses include items such as travel, technology charges, postage, long distance
telephone, reproduction, etc.
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