HomeMy WebLinkAboutContracts & Agreements_126-2010_CCv0001.pdf AGREEMENT TO FURNISH FINANCIAL CONSULTING SERVICES
TO THE CITY OF REDLANDS RELATED TO CITY UTILITY MATTERS
This agreement for financial consulting services relating to the City of Redlands' water
utility ("Agreement") is made and entered into this �' day of August, 2010 ("Effective
Date"), by and between the City of Redlands, a municipal corporation ("City") and R3
Consulting Group, 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 1 - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to perform financial consulting services relating to City's
water utility (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 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.
2.2 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, the Fair Employmentand housing Act.
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 will make reasonable provision for Consultant to enter upon City-owned property, as
required by Consultant, to perform the Services.
3.3 City designates Rosemary Hoerning, its 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.
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ARTICLE 4 - PAYMENTS TO CONSULTANT
4.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Twenty Eight Thousand Five Hundred Dollars ($25,500). City shall pay
Consultant on a time and materials basis up to the not to exceed amount and in
accordance with Exhibit -B," entitled "Fee Proposal," which is attached hereto and
incorporated herein by this reference.
4.2 Consultant shall submit monthly invoices to City describing the work 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, if any. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice, provided the Services reflected in the invoice were performed to the
reasonable satisfaction of City in accordance with the terms of this Agreement, provided
that the number of hours of Services set forth in the invoice reflect the amount of time
ordinarily expended for such Services by members of the profession currently practicing
in the same locality under similar conditions, and provided further that all expenses, rates
and other information set forth in the invoice are consistent with the terms and conditions
of the Agreement.
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 Consultant
Rosemary Hoerning Richard Tagore-Erwin
Municipal Utilities and Engineering Director Principal
City of Redlands R3 Consulting Group, Inc.
P.O. Box 3005 4811 Chippendale Drive, Suite 705
Redlands, CA 92373 Sacramento, CA 95841
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 4.3..
ARTICLE 5 - INSURANCE AND INDEMNIFICATION
5.1 Insurance; Generally. All insurance required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not
perforin any Services 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.
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5.2 Workers Compensation and Employer's Liability. Consultant shall secure and maintain
Workers Compensation and Employer's Liability insurance throughout the duration of
this Agreement in accordance with the laws of the State of California, with an insurance
carrier acceptable to City.
5.3 Hold Harmless and Indemnification. 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 Consultant's and its officers', employees'
and agents' sole negligent acts or omissions in performing the Services.
5.4 Assignment. Consultant is expressly prohibited from assigning any of the Services
without the express prior written consent of City. In the event of agreement by the
Parties to assign a portion of the Services, Consultant shall add the assignee as an
additional insured and provide City with the insurance endorsements required by this
Agreement prior to the performance of any Services by the assignee. Assignment does
not include printing or other customary reimbursable expenses that may be provided for
in this Agreement.
5.5 Comprehensive General Liability Insurance. Consultant shall secure and maintain in
force throughout the term of this 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. Such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
5.6 Professional Liability Insurance. Consultant shall secure and maintain professional
liability insurance throughout the term of this Agreement in the amount of One Million
Dollars ($1,000,000) per claim made.
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 in connection \ th
Consultant's provision of the Services, 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.
ARTICLE 6 - CONFLICTS OF INTEREST
6.1 Consultant covenants and represents that it does not have any investment.or interest in
real property which might be the subject of this Agreement or any other source of
income, interest in real. property or investment which would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
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represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
6.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant.
A. Does not make or participate in:
(i) the making or any City governmental decisions regarding approval of a
rate, rule or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals, orders or similar authorizations or
entitlements;
(iii) authorizing City to enter into, modify or renew a contract;
(iv) granting 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) granting City approval to a plan, design, report, study or similar item;
(vi) Adopting, or granting 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 all 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
57302.
6.3 In the event City officially determines that Consultant must disclose its financial interests
by completing and filing a Fair Political Practices Commission Form 700, Statement of
Economic Interests, Consultant shall file the subject Form 700 with the City Clerk's
office pursuant to the written instructions provided by the Office of the City Clerk.
ARTICLE. 7 - GENERAL CONSIDERATIONS
7.1 Attorneys' Fees. 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.
7.2 Prohibition Against Assignment. 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.
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7.3 Documents and Records. All documents, records, drawings, designs, cost estimates,
electronic data files, databases and 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.
7.4 Independent Contractor Status. Consultant is for all purposes under this Agreement an
independent contractor and should perform the Services as an independent contractor.
Neither City nor any of its agents shall have control over the conduct of Consultant or
any of Consultant's employees, except as herein set forth. 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. Consultant shall have no authority, express or implied,
to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have
any authority, express or implied, to bind City to any obligation.
7.5 Termination,
A. Unless earlier terminated, as provided for below, this Agreement shall terminate
upon completion and acceptance of the Services by City.
B. This Agreement may be terminated by City, in its sole discretion, by providing
five (5) business days prior written notice to Consultant (delivered by certified mail,
return receipt requested)of City's intent to terminate.
C. 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.
D. 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 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. Consultant shall be compensated
on a pro-rata basis for Services completed up to the date of termination.
7.6 Books and Records. Consultant shall maintain any and all books, ledgers, invoices,
accounts and all 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
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the date of final payment to Consultant pursuant to this Agreement. Such books shall be
available at all reasonable times for examination by City at the office of Consultant.
7.7 Entire Agreement/Amendment. 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.
7.8 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
7.9 Severability. 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 any of 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.
IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant
have signed in confirmation of this Agreement.
CITY OF REDLANDS
sy:
g. Enricl r inez
City Manager
Attest:
Sam in,City Cleric
R3 CONSULTING GROUP, INC.
By:
Richard Tagore-Erwin
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EXHIBI F 'A'
April 27, 2010
Dan htMHugh
City Attorney
City of Redlands
P.Q.BOX 3005
Redlands,GA 92373
5ubicct: Water Utility Options
[fear Mr_10cHugh:
Per our conversation on April 27.2010.thofo[Im%eng Is a lattar proposal to provide asslstanf a to
the City of Red lanbs(City)for options related to its water utility.
Our understanding is the City needs to make a determination related to the use of Mill Cra$k
water rirghls porch .sed by the City with Genc ral Fund mooics and used by t.r CityIs+gator util ty
for 1)the amount of monies owed to the General fund by users of the C3ity's%water utility,and 2)
the best method to establish and maintain any suc-, payments_ In general terms, R3's
assis'ance will include the following:
• ftevevring and t,pdating plor documents associated with the Mill Greek water rights,the:
water utility budget,prior staff reports and any prior presentation materials.
• Conducting additional nesoarc:,i on wotcr rights pu chases, formation of a JPA and
leaseAransferof municipal assets.
[*Meeting with various community groups related to any such payments and paymert
options_
Preparing a .etter repos outliring conclusions and recornriondations regarding the
arnm,nts and payment methods that bast reit the City's needs_
Presenting,options to the City Counel'for tha r d Iron-lion.
Ale propose tc bill the City on a lime and matgriala basis wiih a lctal ;ark-lo-exceed Wat of
$2,S 500,including all rm irnbufsable Oin-2O10 billing ratansy 4rw ds fotlowzx;
hichar_ 1. 1_u:rfti.6>n { -Ur,berd '_afro::-lt;rrl_i
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Fee Proposal
EXHIBIT 'B°
Billing Rates and Charges: January 20fO-Dwwfibetr 2010
Technical Services
Principal $175 per hour
project Manager $176 per hour
Senior Manager $155 per hour
Managar $150 per hour
Senior Asscoate $140 per hour
A sor,ists It S120 p9rhmr
Associate I 5100 per hour
Administrative Support $70 per hwr
Reimbursable Costs
ConsultantsiSibrantrac-nrs Crs#
Lodging and meals Mgt
Trawl—Private or ccrrnpany car W-65 per rrAo
Travel—Okmr test
0eiivery and other expenees coat
Payments
Uniess otherwise agreed in writing,fees will bt:billed nvunthly at Urea frest ur mach sruanth for ttra
Pfecedilig iriurrth and will be plrya6le wthin 34 days of the date of the invoice.
Escalation
Fees will be escalated annually in acr.;ordan wi-.h-he olange in the Consumer Price Index.
I Ince forward:o assisting the City on tris very important project, Pleese feet free to call at(916)
576.0306 or o-mail rite at rterwinigr3coLcom if You have any questio-ts
Sincerely.
l"i3 CONSULTING GROUP
Richard Tarorm Erwin
Pdncipa#
L,,cmdjmlAgreementsllt3 Consulting Group lnc.doe �
Ordinance No. 2675 -_Pprchasittt Polio► - Finance Director Kundig
reviewed the proposed ordinance which updates policies for effective
procurement by the City and ciarifies ambiguous language, updates the
dollar limits for public and nonpublic contracts and provides authorization
Por approval of contracts. Councdmtmber Beam felt the 554,000.00 limit
for approval and award of contracts or purchases was too high. City
Manager Martinez offered to provide quarterly reports to the City Council
with bids and contracts approved at staff level. Councilmembers
concurred to add this provision to the ordinance. The amended version of
Ordinance No. 2670, as ordinance of the City of Redlands amending
Chapter 2.16 of the Redlands Municipal Code relating to City purchases
and deleting Chapter 3.74 of the Redlands Municipal Code, was read by
title only by City Clerk Poyser, and om motiom of Councilm+ember
Gilbreath, seconded by Councilmember Aguilar, further reading of the
ordinance text was unanimously waived, sed Ordinance No. 2678 was
introduced and laid over under the ruin with adoptiom scheduled for
February 19, 2045, with Councifinember Beam voting NO.
Ordinance No. 2689 - Uniform Fire Coda - Fire Marshal Leonard Temby
reviewers the proposed ordinance adopting the most current Uniform Fire Code
in print. Ordinance No. 2689, an ordinance of the City of Redlands amending
Chapter 15.24 of the Redlands Municipal Code, and adopting, with certain
amendments, the 2006 Edition of the International Fire Code, incorporating the
2007 Edition of the California Fire Code, fart 9 of Title 24 of the California
Code of Regulations, was read by title only by City Cleric Poyzer, and on motion
of Councilmember Gilbreath, seconded by Councilmember Gallagher, further
reading of the ordinance text was unanimously waived, and Ordinance No. 2689
was introduced with unanimous Council approval and laid over under the rules
with adoption scheduled for February 19, 2008.
Ordinance No. 2690 - California Building Code - Interim Community
Development Director Dalquest reviewed the proposed ordinances to update our
Building Code, Phambing Code, Electrical Code and Mechanical Code. Richard
Pepper, Chief Building Official, answered questions. Ordinance No. 2690, an
ordinance of the City of Redlands amending Chapter 15.04 of the Redlands
Municipal Code relating to the adoption of the 2007 California Building Code
(California Code of Regulations, Title 24, Part 2) by reference and making
amendments thereto, was read by title only by City Cleric Poyzer, and on motion
of Councilmember Gilbreath, seconded by Councilmember Gallagher, further
reading of the ordinance text was unanimously waived, and Ordinance No. 2690
was introduced with unanimous Council approval and laid over under the rules
with adoption scheduled for February 19, 2008,
Ordinance No. 2691 - California Plumbing Codt, - Ordinance No. 2641, an
ordinance of the City of Redlands amending Chapter 15.08 of the Redlands
Febniary 5, 2(X)8
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