HomeMy WebLinkAboutContracts & Agreements_223A-2022AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Risk Management Plan 5-Year Update
("Agreement") is made and entered in this 24th day of October, 2022 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City") and The Maher Corporation,
DBA Risk Management Professionals, a Corporation ("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 Risk Management Plan 5-Year Update
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 f Services," which is attached hereto and incorporated herein by this
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 Department 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 complete the Services by April 30, 2023, unless the Services are
terminated earlier as provided for 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 City, consistent with City
Council -adopted policy for the same. It shall be the obligation of Consultant to obtain a
copy of such policy from City staff.
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ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 Total compensation for Consultant's performance of the Services shall not exceed the
amount of twenty-seven thousand six hundred ninety-eight dollars ($27,698). City shall
pay Consultant on a time and materials basis up to the not to exceed amount in
accordance with Exhibit "B," titled "BIDDER'S PROPOSAL SHEET" 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 or electronic mail transmission (including
PDF), 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:
CITY:
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
CONSULTANT:
Steve Maher, Principal Engineer
The Maher Corporation, DBA Risk
Management Professionals
8717 Research Drive, Suite 150
Irvine, CA 92618
Steve.Maher@RMPCorp.com
Phone: 949-282-0123 Ext 225
Fax: (949)743-2932
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. 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.
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.
E. 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 and appointed
officials, employees and agents from and against any and all claims, losses or
liability, including reasonable 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
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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.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
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
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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.
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 clue 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, without regard to its conflicts of laws provisions. The Parties agree
that all actions or proceedings arising in connection with this Agreement shall be tried
and litigated only in the state courts located in San Bernardino County, California, and
the federal courts located in Riverside County, 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: ZILt,4_/-
Charles M. Duggan, Jr., y M. ager
ATTEST:
e Donaldson, City Clerk
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The Maher Corporation, DBA Risk
Management Professionals
By:
Steve Maher, Principal Engineer
EXHIBIT "A"
SCOPE OF SERVICES
Task 1— Project Management
The overall project management is to include planning, coordination, reporting and.
communication. The timeline is to include the initial project meeting being held within one (1)
week of project start date.
1. Initial Project (Kick-off) Meeting: Hold a one (1) hour web meeting with the City staff
to discuss scope, schedule, and other project details. The kickoff meeting will discuss the
approach the consultant will employ in executing the project and for collecting pertinent
data from the City. The meeting will. also ensure that City's goals and objectives of the
project are clearly understood by the consultant project team.
2. Invoicing: Invoicing is to be done in accordance with Article 5.1 of this agreement. Any
anticipated changes to the project budget are to be approved in advance by the City.
3. Quality Assurance and Quality Control: Quality assurance reviews are to be done at
key milestones to assess overall project. The consultant is to perform technical reviews
of work products and deliverables prior to submittal to the City.
Task 2 — 5 Year RMP Review & Update
The 5 Year RMP review must follow all applicable guidelines and regulations including:
• CCR, Title 19, Division 2, Chapter 4.5 - "California Accidental Release Prevention
Program"
• 40 CFR Part 68 "Chemical Accident Prevention. Provisions"
* CCR, Title 8, Division 1, Chapter 4, Section 5189 "Process Safety Management of
Acutely Hazardous Materials"
1. Preparation: Information gathering and preview of the Henry Tate Water Treatment
Plant RMP, related documents, prior audits, 5-year updates, and prior Ca1ARP 5-year
submittals for the facility.
2. RMP Program Review: Review each element of the RMP and associated records for
compliance with. EPA RMP, Cal/OSHA PSM, and Ca1ARP requirements. This includes
in-depth review of the Operating Procedures, Mechanical Integrity, and Process Safety
Information sections of the RMP to ensure they accurately reflect current practices and
procedures, design, equipment, and safety of the process. Assist in edits to the RMP by
inserting the recomnend.ed changes into the document in tracking mode for review and
acceptance by City staff. On -site activities related to the RPM program review include
opening and exit meeting; walk-through; staff interviews; and review of the chlorination
process and related equipment.
3. Process Hazard Analysis (PHA): Perform a PHA to verify that the process equipment
and operation complies with applicable portions of the Ca1ARP/RMP/PSM Program
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Regulations; identify potential hazards and operability concerns; and suggest methods or
design improvements that might be implemented to reduce the risk of potential hazards
and accidental release of potentially hazardous material to atmosphere. The report of
findings is to include recommendations, a summary table, and an action tracking log.
4. Lazard Analysis (HA): Perform a technical assessment to fulfill the off -site
consequence analysis (Hazard Assessment) in accordance with California Code of
Regulations (CCR) Title 19 Sections 2750.1 to 2750.8 under the CalARP Program. This
includes two scenarios, worst -case release, and alternative release, with a toxic end point
concentration and maximum toxic end point distance, quantifying population at risk.
Report is to include tables, population data, and dispersion modeling in support of
findings.
5. P&ID Drawings: Review existing equipment and floor plan against existing P&ID
drawings. Prepare updated drawings to address any deficiencies found during review and
to ensuring all required equipment and features are listed.
6. Report of Findings: Prepare a report of findings which is to included recommendations,
a summary table, and an action tracking log related to the RMP program review, Process
Hazard Analysis, and Hazard Analysis.
7. Final Report Format: Provide digital and hard copy of all files associated with the task.
Acceptable digital format will be at the discretion of the City based on the type of
document.
Task 3- Cal ARP 5 Year Submittal
Prepare summary of information needed for the CalARP 5-year submittal and provide guidance
to staff on the submittal process.
Task 4 —RMP Training
Group web training conducted with City staff covering all elements of the RMP and any updates
to the plan because of the 5-year RMP review along with a quiz to demonstrate the trainees
understanding of the material. The presentation, quiz, and answers to the quiz are to be provided
to the City in PDF format.
Task 5 — Seismic Assessment
Perform a seismic assessment of the facility in relation to the regulated process according to EPA
RMP, Cal/OSHA PSM, and CalARP regulations.
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EXHIBIT "B"
BIDDER'S PROPOSAL SHEET
Risk Management Professionals, Inc.
Cost Summary for City, of Redlands - Henry Tate Water Treatment Plant
2023 CaIARPI RMP ! PSM Program Level 3 Five -Year Update
...:.. _:_;. Redlands, California
October 24, 2022
Position
SE PE II/STC
Sul)
Hourly Rate
$222 $180
- -
..
—
Task 1: Project:.. ciau,-.;:'
,,._ijj ez 4rre5GCfi ienc' . G.Ti_= =,-iienf arid; cr0.r'_:.:n `C the ri: ie of work I 4 I 4
Task 2: 5 Year RMP Review and Update
RMP Program Preview
Inc odes a rev ew of elements within the RMP Compliance aoridaoc.k ltaiarig methodology and worksheets developed for
aci3ily Compliance Auks. s. Task includes assistance in edits for deficient RA#P program elements AA tyadr,ng mechanism for
Gky of ReaPands.
3
c
P&ID Redevelopment / Update
boucles a rer4ew of existrug equipment and fioorplan against existing P&ID drawings- Updated drawings dove oped using
Visit to address any deficiencies found during renew.
3
20
Process Hazard Analysis (PHA)
4-ctudas one 8-hr session with a faciirator, using appropriate methodology for the compfetron of a PHA, to verifyprocess
equipment and oparat on comply with applicafde pcoons of the GatARP/RMPPSrll Program regu -dons. Task irdudes
preparation and faoi'r'afion of the PHA session.
15
includes a written report and Action Trai iurnj Log dea>i`iig recommendations from the PHA. OA3G of the report is ,included in
tins task
_
-
Hazard Assessment / Offsite Consequences Analysis (OCA)
inc ides a technical assessment to fulftti OCA Assessment to include one worst -case so=rrarre and ,one alternative release
scenario for Chlorine. The OCA report wE include f,e est+lnated residential' population using the most recent Census dare, a
list of sensitive receptors and dispersion modeling_.
1
6
Task 3: CaIARP/RMP Submittal
'n.=iudes updating facility infxmaoaa on the C•entrai Data Exchange iC O) registration, CalAF ant AMP subm alai and
submitting required documentation to the Envvonmenfaf Protection Agency (EPA) and kcal Admviisoatirtg Agency (A4,
Task 4: Training: RMP Program
:rieiudes rermmote training session with a queered rainer for ail eiernerits of die Rfi P and any updates to the RAF' Program as a
restn't of the RMP Program Renew. Tr ner wit provide qua to ozmorrstrate the 5ainee-s. understandrig of die nnareriaal along
with spproprete ice irfriation.
Cl
Task 5: Additional t Optional Tasks
Seismic Assessment
Al-ciudes a Seismic Assessment of mile cowered processes, per regulatory requirements. This is a .lump sum prk:e .`-,r r':e
rbemrakur.
. 2,595
Subtotal
Hours
15
107
- -
Subtotal Cost
Cost
Feet
10% of total estimated
harcicopies are
final copy of the
proprietary resulting
rs prior to submittal
in ,Pis proposal,
s over f'3 days late
S3,330
projes
available at addtiona
work scope.
in no extra
adrstoRai scope
$19,260
$25,185
$27,..: '
$2,595
,„ {'.,
Total Estimated
Total Estimated Cost including Contingency
Definitions:
cost
cast
Any modifiable rives are
charge for the elector ,_
will be xunmunicate:
SE = Senior Engineer
PE I = Proest Engineer t
STC = Senor Tech Consultarr.
Sub = Stitcor:tracivr
- :-tnigency Fee induoeo at the request of the City of Redlands_ Ccct_ngency fee equates to approximately
- Me above Materials. Overhead and Admvrstratve Fee includes (1l haroopy of work completed Additional
- Rsk Management Professionals provides electronic r as to the dent r.duong a PDF =te of the crrnplete and
provded it Microsoft Office format. Rsk Managenert Pro- ess'cnals does not consider- the final deliverables
lies.
- Tre above costs react current regulations and may be subject to change if there s a change to the reguat
- Any unused ho-urs wit not be billed to the Clem. In the event that the hours needed exc d the hours quoted
to the dint immediately for approval
- Any ae..:cticn.ai activities not outhred w the scope of work above may be provided at additional cost.
- = et: Management Professionals' payment terns are net 30 days. A 3% late fee wii be aped to all invo
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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.
The Maher Corporation, DBA Risk Management Professionals
By:
Steve Mahe, Princes Engineer
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Date:
29 October 2022