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HomeMy WebLinkAboutHF&H Consultants, LLC. 2009-04-03AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this -34- day of A i I- , 2009 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and HF&H Consultants LLC, a Corporation, organized and in good standing under the laws of the state of LirLi ",9,r1r , hereinafter referred to as "Consultant". RECITALS This Agreement is predicated on the following facts: a. City requires consulting services related to conducting a Water and Wastewater Rate Study. b. Consultant represents that it has the qualifications, skills, experience and properly licensed to provide these services, and is willing to provide them according to the terms of this Agreement. C. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto as Attachment "A", describing contract provisions for the project and setting forth the completion dates for the various services to be provided pursuant to this Agreement. TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A"). 2.0 SCOPE OF SERVICES 2.1 As set forth in Attachment "A". 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between City and Consultant. The written Agreement shall be in the form of an Amendment to this Agreement. 3.0 CONDUCT OF WORK 31 Time of Completion. Consultant shall commence performance of services as required by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete such services within 160 calendar days from date of Notice to Proceed. The Consultant shall complete the work to the City's reasonable satisfaction, even if contract disputes arise or Consultant contends it is entitled to further compensation. 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. For the performance of the professional services of this Agreement, Consultant shalt be compensated on a time and expense basis not to exceed a guaranteed maximum dollar amount of $67,625.00. Labor charges shall be based upon hourly billing rates for the various classifications of personnel employed by Consultant to perform the Scope of Work as set forth in the attached Attachment B, Std - Pmf3cc.Agrecmcnt- NomnL= 20, 2008 PAGE ! OF 7 which shall include all indirect costs and expenses of every kind or nature, except direct expenses. The direct expenses and the fees to be charged for same shall be as set forth in Attachment B. Consultant shall complete the Scope of Work for the not-to- exceed guaranteed maximum, even if actual time and expenses exceed that amount. 4.2 Changes. Should changes in compensation be required because of changes to the Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in compensation. "Changes to the Scope-of-Work" means different activities than those described in Attachment "A" and not additional time to complete those activities than the parties anticipated on the date they entered this Agreement. 4.3 Sub-contractor Payment. The use of sub-consultants or other services to perform a portion of the work of this Agreement shall be approved by City prior to commencement of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed amount set forth in Section 4.1. 4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this contract shall be based upon submission of monthly invoices for the work satisfactorily performed prior to the date of the invoice less any amount already paid to Consultant, which amounts shall be due and payable thirty (30) days after receipt by City. The invoices shall provide a description of each item of work performed, the time expended to perform each task, the fees charged for that task, and the direct expenses incurred and billed for. Invoices shall be accompanied by documentation sufficient to enable City to determine progress made and to support the expenses claimed. 5.0 ASSURANCES OF CONSULTANT 5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for its acts or omissions. Consultant (including its agents, servants, and employees) is not the City's agent, employee, or representative for any purpose. It is the express intention of the parties hereto that Consultant is an independent contractor and not an employee, joint venturer, or partner of City for any purpose whatsoever. City shall have no right to, and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by Consultant under this Agreement, and the general public and all governments[ agencies regulating such activity shall be so informed. Those provisions of this Agreement that reserve ultimate authority in City have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Consultant and City. Consultant shall pay all estimated and actual federal and state income and self- employment taxes that are due the state and federal government and shall furnish and pay worker's compensation insurance, unemployment insurance and any other benefits required by law for himself and his employees, if any. Consultant agrees to indemnify and hold City and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by Consultant, including the legal costs associated with defending against any audit, claim, demand or law suit. Sid-PmSv Agreement. November 20, 2009 PAGE 2OP7 Consultant warrants and represents that it is `a properly licensed professional or professional organization with a substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement. 5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City. Consultant has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Consultant shall not in the performance of this Agreement employ a person having such an interest. If the City Manager determines that the Consultant has a disclosure obligation under the City's local conflict of interest code, the Consultant shall file the required' disclosure form with the City Clerk within 10 days of being notified of the City Manager's determination. 6.0 INDEMNIFICATION 6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2 Consultant shall not begin work under this Agreement until it procures and maintains for the full period of time allowed by law, surviving the termination of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. A. Minimum Scope of Insurance Coverage shall be at least as broad as: Insurance Services Office ("ISO) Commercial General Liability Coverage Form No. CG 20 10 10 01 and Commercial General Liability Coverage - Completed Operations Form No. CG 20 37 10 01. 2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. 3. Worker's Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance. 4. Errors and Omissions liability insurance appropriate to the consultant's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability. B. Minimum Limits of Insurance Consultant shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed per occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. Std - ProtSvuAgrccmcm- Novcmber 20. 200B PAGE 3 Or 7 3. Worker's Compensation and Employers Liability: Worker's compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. 4. Errors and Omissions liability. $1,000,000 per occurrence. C. Deductibles and Self-insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages a. The City, it officers, officials, employees and volunteers are to be covered as additional insureds as respects; liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, hired or borrowed by the Consultant for the full period of time allowed by law, surviving the termination of this Agreement. The coverage shall contain no special limitations on the scope-of-protection afforded to the City, its officers, officials, employees or volunteers. b. The Consultant`s insurance coverage shall be primary insurance as respects to the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it. G. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Worker's Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from Consultant's performance of the work, pursuant to this Agreement. Std - PmfSecsAgrccmcm- Nuvwibcr 20, 2008 PAGE 4 OF 7 3. Professional Liability Coverage If written on a claims-made basis, the retroactivity date shall be the effective date of this Agreement. The policy period shall extend from June 30, 2009 to June 30, 2010. 4. All Coverages Each Insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the city. E. Acceptability of Insurers Insurance is to be placed with admitted. California insurers with an A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating. F. Verification of Coverage Consultant shall furnish the City with Certificates of Insurance and with original Endorsements effecting coverage required by this Agreement. The Certificates and Endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Certificates and Endorsements are to be on forms provided or approved by the City. Where by statute, the City's Workers' Compensation - related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All Certificates and Endorsements are to be received and approved by the City before Consultant begins the work of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. If Consultant fails to provide the coverages required herein, the City shall have the right, but not the obligation, to purchase any or all of them. In that event, the cost of insurance becomes part of the compensation due the contractor after notice to Consultant that City has paid the premium. G. Subcontractors Consultant shall include all subcontractors or sub-consultants as insured under its policies or shall furnish separate certificates and endorsements for each sub- contractor or sub-consultant. All coverage for sub-contractors or sub-consultants shall be subject to all insurance requirements set forth in this Paragraph 6.1. 6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto, Consultant agrees, for the full period of time allowed by law, surviving the termination of this Agreement, to indemnify the City for any claim, cost or liability that arises out of, or pertains to, or relates to any negligent act or omission or the willful misconduct of Consultant in the performance of services under this contract by Consultant, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by the City, or arising from the active negligence of the city. Std - Pm15vc5Agrccmcm- November .0, 2008 PAGE 5 OF 7 "Indemnify," as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, consultants, experts and expert witnesses, and litigation expenses. References in this paragraph to City or Consultant, include their officers, employees, agents, and subcontractors. 7.0 CONTRACT PROVISIONS 7.1 Ownership of Work. All documents furnished to Consultant by City and all documents or reports and supportive data prepared by Consultant under this Agreement are owned and become the property of the City upon their creation and shall be given to City immediately upon demand and at the completion of Consultant's services at no additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A°. All documents produced by Consultant shall be furnished to City in digital format and hardcopy. Consultant shall produce the digital format, using software and media approved by City. 7.2 Governing Law. Consultant shall comply with the laws and regulations of the United States, the State of California, and all local governments having jurisdiction over this Agreement. The interpretation and enforcement of this Agreement shall be governed by California law and any action arising under or in connection with this Agreement must be filed in a Court of competent jurisdiction in Mendocino County. 7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 7.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 7.6 Assignment. Consultant's services are considered unique and personal. Consultant shall not assign, transfer, or sub-contract its interest or obligation under all or any portion of this Agreement without City's prior written consent. 7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. 7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of the Agreement; 2) because funds are no longer available to pay Consultant for services provided under this Agreement; or 3) City has abandoned and does not wish to complete the project for which Consultant was retained. A party shall notify the other party of any alleged breach of the Agreement and of the action required to cure the breach. If the breaching party fails to cure the breach within the time specified in the notice, the contract shall be terminated as of that time. If terminated for lack of funds or abandonment of the project, the contract shall terminate on the date notice of termination is given to Consultant. City shall pay the Consultant only for services Std- I'mfSmAgrccmcnt. Nnvcmba20, 2008 PAGE 6OF7 performed and expenses incurred as of the effective termination date. In such event, as a condition to payment, Consultant shall provide to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Consultant under this Agreement. Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder, subject to offset for any direct or consequential damages City may incur as a result of Consultant's breach of contract. 7.9 Duplicate Originals. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. When 5o signed, each such document shall be admissible in administrative or judicial proceedings as proof of the terms of the Agreement between the parties. 8.0 NOTICES Any notice given under this Agreement shall be in writing and deemed given when personally delivered or deposited in the mail (certified or registered) addressed to the parties as follows: CITY OF UKIAH DEPT. OF FINANCE 300 SEMINARY AVENUE UKIAH, CALIFORNIA 95482 HF&H CONSULTANTS, LLC JOHN W. FARNKOPF, P.E. 2175 N. CALIFORNIA BLVD, STE 990 WALNUT CREEK, CA 94596 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULTANT j/ BY V L) PRINT NAME: J0 Ael k/. pa#-nAy- t0, r 0 Date qq - 30142ND IRS IDN Number CITY OF UKIAH /r /CITY MANAGER Date ATTEST Linda i3roa w _ CITY CLERK Date Std - PmiSvrsAgrcemem- November "_U, 2 WR PAGE70F7 ATTACHMENT "A" Agreement: Water and Wastewater Rate Study Consultant: HF&H Consultants, LLC SCOPE OF WORD A. STUDY OBJECTIVES I . Propose Water and Wastewater rates that are fair and objective and reflect the cost of the services. 2. Propose Water and Wastewater rates that encourage water conservation. 3. Review and update miscellaneous fees. 4. Recommend a prudent reserve policy for operations, capital replacement and emergencies. 5. Develop Water and Wastewater connection "buy-in" fees for future new service hookups. 6. Develop a model for new sewer hookup demands over the next 15 year period. It is anticipated the model will be based on projected future economic conditions. 7. Develop a connection fee schedule adequate to fund the portion of the annual debt payment allocated to capacity expansion. B. STUDY REQUIREMENTS The study is to be performed in conformance with the following policy directions: I. The rate study will use the rate structure developed by Bartle Wells in 2004-2005 as the starting point for the recommendations and proposals to be developed. 2. The recommended rate structure shall be based on cost of service and shall be sufficient to meet the short and long-term revenue requirements of the City of Ukiah's Water and Wastewater utility operations and the Ukiah Valley Sanitation Districts wastewater obligations. 3. The study shall recommend a rate structure that considers and makes provisions for the following factors: a) Current and future cost of providing Water and Wastewater services in accordance with established and anticipated standards and regulations. b) Projected demands. c) Availability of supply. d) Age and condition of system and the need to fund long-term capital improvement/replacements. e) Upcoming revisions to California State's Water and Wastewater codes and regulations. f) Impact of current and future environmental regulations. g) Other impacts as identified. 4. The recommended rate structures shall provide direct identification of revenues appropriate to fund operating activities and infrastructure. It will take into Page I of 4 ATTACHMENT "A" Agreement: Water and Wastewater Rate Study Consultant: HFRH Consultants, LLC consideration potential annexation of new customers, possibly as an additional customer classification. 5. The recommended rate structures shall be consistent with industry practice for utility rate making in California. The study shall recommend a rate structure based upon standard rate practices that meet the criteria. 6. If alternative rate structures are suggested, they shall all assume base rates to cover fixed costs and consumption rates to cover variable costs. 7. The rates shall include a provision for an emergency-rate structure to address loss of groundwater supply, drought, etc. 8. The benefits of any proposed water or wastewater rate and fee modifications shall be weighed against the financial impacts on ratepayers. 9. Justifications for any special classes of customers under the recommended rate structures shall be demonstrated. 10. The recommended rate structures shall result' in no decrease in stability of the revenue stream to the Water and Wastewater Fund, as compared to the current structures. Consideration shall be given to funding past and future depreciation (replacement of facilities). 11. The recommended rate structures shall consider the type and amount of reserves appropriate to the City's Water and Wastewater operations and the Ukiah Valley Sanitation Districts wastewater obligations, taking into consideration reserves for cash flow, catastrophes, infrastructure replacement and other appropriate purposes. 12. The recommended rate structures shall be easy to administer and understand. 13. Any proposed rate structures must take into consideration, the City of Ukiah's automated billing system capabilities. 14. The recommended rate structures shall be planned for at least seven years. 15. The rate study shall include an easy-to-use electronic model, in Microsoft Excel to be used by the City of Ukiah for future rate setting. 16. Prepare public notices necessary for compliance with the requirements of Proposition 218, as they may apply to the proposed rates. 17. Consultant shall segregate their proposed and actual costs between the water and the wastewater portions of the study. The Water and Wastewater Utilities are operated as separate enterprises. C. STUDY ELEMENTS In making its rate structure recommendations, the final report shall explicitly include the following elements and analysis: 1. Current Rate Structure: Assess the current rate structure's performance as a baseline for comparing recommended changes. 2. Current Connection Fee Structure: Assess the current connection fee structure's performance as a baseline for comparing recommended changes. 3. Equity: Assess the equity of recommended Water and Wastewater rates for all types of property ownership to include multi-family units. The Wastewater service and facilities Page 2 of 4 ATTACHMENT "A" Agreement: Water and Wastewater Rate Study Consultant: HF&H Consultants, LLC provide services for customers inside the City limits as well as the territory of the Ukiah Valley Sanitation District which is partially inside and partially outside the city limits. 4. Conservation Impacts. Assess the interaction between the water conservation elements of the recommended rate structures and their impacts on the ability to fund Water and Wastewater operations as well as their impact on the economic well-being of the community. 5. Environmental Regulations: The study shall include an assessment of the revenue stream generated by the recommended rate structures and its ability to continue to fully fund Water and Wastewater system costs under the impacts of future water quality and environmental regulations and standards. 6. Other Service Charges: Assess existing customer service fee structures and identify other potential areas for service and system charges (shut-down activities, back-flow devices, plan reviews, water service shut-offs, inspections, etc.) and recommend changes, if appropriate. Assessment is to note any resulting increase in liability the City or District may incur as result of assessing the fees. 7. Annual operating fund balance targets. Recommend reserve levels for operating and capital replacement as well as cash flow and unforeseen events. 8. Compliance with Bond Covenants. Identify the level of bond coverage that the model will produce. 9. Electronic Rate Model. Provide an easy-to-use electronic rate model for the City of Ukiah to use in future rate setting. D. SERVICES TO BE PROVIDED BY CONSULTANT 1. Conduct a detailed review of the existing Water and Wastewater rates and status of the Water and Wastewater Funds, and develop a general familiarity with the City of Ukiah's billing system. 2. Meet or confer with staff as needed and attend one meeting (evening) with the City Council and the District's Board at a joint working session to present the interim status of the water and wastewater study and obtain their input. 3. Attend the separate public hearings (evening) where the Water and Wastewater rates are considered for adoption. 4. Conduct analyses as required to address the scope of work. 5. Preliminary Report: a) Prepare a preliminary study report and tentative rate structures. b) Submit 15 copies. c) Present preliminary report and tentative rate structures to the City Council and to the Ukiah Valley Sanitation District Board at a Council and Board Work Sessions. 6. Final Report a) incorporate changes pursuant to comments received at the first presentation. b) Submit 15 copies, plus one reproducible copy. c) Provide a disk with report in MS Word format, with spreadsheets in Excel format. d) Present the final report and recommended rate structures to the City Council, the Ukiah Valley Sanitation District, and members of the public at a regular, or special, Council and Board meetings. 7. Develop the public notification required for compliance with Proposition 218. Page 3 of 4 ATTACHMENT "A" Agreement: Water and Wastewater Rate Study Consultant: HF&H Consultants, LLC 8. Supply a time schedule for developing the preliminary and final reports. The final report shall be delivered to the City sixty (60) days after Council award. 9. Provide an easy-to-use electronic rate model in MS Excel for the City of Ukiah to use in future rate setting. 10. Consultant must comply with the City requirements for insurance, business license, and any other standard requirements. E. SERVICES TO BE PROVIDED BY THE CITY OF UIUAH The services to be provided by the City of Ukiah include, but are not necessarily limited to the following: 1. Furnish all reasonably available records and information, including financial reports, budgets, consumption data, meter sizes and customer classes for both the existing City of Ukiah customers and the Ukiah Valley Sanitation District 2. Provide a copy of the Participation Agreement, as amended, between the City of Ukiah and the Ukiah Valley Sanitation District. 3. Provide information on the recent bond funded Capital Improvement Projects. 4. Provide information about near-term capital improvements, including phased projects, which may be constructed during the rate period. 5. Provide staff support and assistance as required and agreed to in advance of the study. SCHEDULE Week ending 4/10 Kick-off Meeting, Data Collection Data Collection, Analysis, Begin assessment of existing rates & fees Week ending 4/17 Model development begins, Rate/Fee alternatives identified Week ending 4/24 Council, Board work session, guidance/input on rate alternatives Week ending 511 Develop rate alternatives, finalize financial models Week ending 5/8 Final models in place, preliminary rates and fees established Week ending 5115 Council, Board work session on preliminary rates and fees Week ending 5/22 Draft Final Reports, prepare Prop 218 notices Week ending 5/29 Issue Final Reports TBD by City Present Final Report to Council, Board, Public at meeting TBD by City Prepare for and attend Public Hearing (Prop 218) Page 4 of 4 ATTACHME, NT "I3" HF&H CONSULTANTS, LLC STANDARD HOURLY RATES AND BILLING ARRANGEMENTS' (Effective January 1, 2009) Professional Fees Hourly rates for professional and administrative personnel are as follows: Position Rate President Senior Vice President & Vice President Senior Manager Senior Associate Associate Analyst Assistant Analyst Administrative Staff $245 $210-$245 $1.85 - $195 $150-$190 $125-$165 $100-$105 $80-90 Direct Expenses Standard charges for common direct expenses are as follows: Automobile Travel Document Reproduction Facsimile Telephone Public Conveyances Postage Overnight Mail and Couriers Prevailing IRS mileage limit 15 cents per page (Mack & white) 75 cents per page (color) No charge No charge Actual Actual Actual All other direct expenses are billed at cost. i Litigation Support and Expert Witness Services are not covered by this schedule of fees and expenses. HF&I1 Consultants, LLC Pape 1 of 3