HomeMy WebLinkAboutContracts & Agreements_47-2021AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of professional financial services to complete a water,
wastewater and recycled/non-potable water rate study ("Agreement") is made and entered in this
lst day of April, 2021 ("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 1 — ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide professional financial services to complete a
water, wastewater and recycled/non-potable water rate study services for City (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," titled "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, any applicable State
prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City designates John R. Harris, 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. The
term of this Agreement shall be for a period of one (1) year commencing as of the
Effective Date, unless terminated earlier as provided herein.
4.2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with
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City 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 Total compensation for Consultant's performance of the Services shall not exceed the
amount of twenty four thousand eight hundred eighty eight dollars ($24,888). City shall
pay Consultant on a time and materials basis up to the not to exceed amount in
accordance with Exhibit `B," titled "Cost Services" which 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 Services. 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 (nail; 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:
CITY: CONSULTANT:
City Clerk Sudhir Pardiwala, Executive Vice President
City of Redlands Raftelis Financial Consultants, Inc.
35 Cajon Street 24640 Jefferson Avenue, Suite 207
P.O. Box 3005 (mailing) Murrieta, CA 92562
Redlands, CA 92373 spardiwala@raftelis.com
jdonaldson@cityofrediands.org Phone: (626)827-8931
Phone: (909) 798-7531
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,"
titled "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 in the
minimum amount 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. 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.
D. Consultant is expressly prohibited from assigning or subcontracting any of the
Services without the prior written consent of City. In the event of mutual agreement
by the Parties to assign or subcontract a portion of the Services, Consultant shall add
such assignee or subcontractor as an additional insured to the insurance policies
required hereby and provide City with the insurance endorsements prior to any
Services being performed by the assignee or subcontractor.
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. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, result in City's immediate termination of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any 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 agent, nor shall Consultant have any authority, express or implied, to
bind City to any obligation.
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8.4 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.
8.5 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.
8.6 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.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.8 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 OF REDLANDS
By: &,Zif�, � f2,,,, , j
Charles M. Duggan, Jriv
City Manager
ATTEST:
J e Donaldson, City Clerk
RAFTELIS FINANCIAL
CONSULTANTS, INC.
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Sudhir Pardiwala, P.E.
Executive Vice President
EXHIBIT "A"
SCOPE OF SERVICES
Scope of Work
Task 1
Financial Plan, Cost of Service Analysis and Rates
Raftelis will update the cost of service analysis developed in the previous study consistent with industry
standards and methodologies based on revised capital expenses and funding methods. Raftelis will
update the financial plan and rates based on revised data. Raftelis will provide the City with updated
model.
Meetings: None
Deliverables): Water and wastewater cost of service analysis in Microsoft Excel
Task2
Meetings with UAC
Raftelis staff will conduct up to two web meetings with the UAC as described in the above tasks to review
the financial plan, rate design, rates and customer impacts.
Meetings: Up to two web meetings with the UAC included in the tasks above
Deliverables: Presentation materials fortwo public meetings; Supplementary communications materials
Task 3
Proposition 218 Notice and Public Hearing
Raftelis will prepare a draft Public Hearing notice for City staff and City Attorney review and incorporate
comments into the final notice. City staff will print and mail the notices independently. Raftelis will then
present the study results at a Proposition 218 hearing in which we will address the City Council and public
questions and comments, Presentation materials will be provided to City staff beforehand for review.
Meetings: One Proposition 218 Public Hearing
Deliverables: Draft and final Proposition 218 public notices: Public Hearing presentation materials
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EXHIBIT "B"
COST SERVICES
The table below shows the estimated hours and fees for the scope of work described above, Fees include technology
charges to cover computer, network, software, phone call, mailing costs, etc.
Hours
Tasks
Number
Expenses
Total Fees
Web of
PM
APM
SC
Armin
Total
Labor
&Expenses
Meetings Meetings
1.Financial Plan, Costof Servioe
10
5
40
3
58
$13,615 $580
$14,196
Analysis and Rates
2. UAC Meetings distributed above
2
8
16
0
24
$6,160 $240
$6,400
3. Proposition 218 Notice and Public
2
8
2
4
0
14
$4,130 $140
$4,293
Hearinal2nd Hearina
4 0
26
7
60
3
96
$340
$275
$216
$80
$8,840 r
$1,926
$12,900
$240
$23,905
Total Fees
$23,906
PM- RoInd Manager, S.dhv P-,diwala
APM-Asd Ro/ed Manager, John nmght
Total Expenses
$983
So -sh ff con.thh to
AJmrn-Atlmml&retive staff
Total Fees&Expenses
$24,888
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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
X 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
Agreement. (Labor Code § 1861).
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 certify 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.
RAFTELIS FINANCIAL CONSULTANTS, INC.
By:
Sudhir Pardiwala, P.E.
Executive Vice President
Date: April 1, 2021
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