HomeMy WebLinkAboutHildebrand Consulting 2021-02-18 COU No. 2021-165
AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered in Ukiah, California, this 18th day of February, 2021
("Effective Date"), by and between the CITY OF UKIAH, CALIFORNIA, hereinafter referred to as
"City" jointly with the Ukiah Valley Sanitation District, hereinafter referred to as "UVSD" and
Hildebrand Consulting, a Limited Liability Company, organized and in good standing under the
laws of the State of California, hereinafter referred to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City and UVSD requires consulting services related to assisting with the annual
reconciliation of debt obligations for FY 2021/22 through FY 2025/2026. The study will
be conducted in collaboration with The Reed Group, Inc.
b. Consultant represents that it has the qualifications, skills, experience and is properly
licensed to provide these services, and is willing to provide them according to the terms
of this Agreement.
C. City, UVSD 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, UVSD and Consultant. The written Agreement shall be in the
form of an Amendment to this Agreement.
3.0 CONDUCT OF WORK
3.1 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 UVSD.
Consultant shall complete the work to the reasonable satisfaction of City and UVSD,
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 shall be compensated on a time and expense basis not to
exceed a guaranteed maximum dollar amount of $14,030. Labor charges shall be
Hildebrand—Annual Seowr Reconciliation Financial Analyses
PAGE 1 OF 8
COU No. 2021-165
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 A,
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 "A". 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 and UVSD 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 and UVSD.
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 and UVSD 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 or UVSD'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 or UVSD for any
purpose whatsoever. City and UVSD 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
governmental agencies regulating such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City and UVSD
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 or UVSD.
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 UVSD and their officers, agents and employees harmless from and
Hildebrand—Annual Sewer Reconciliation Financial Analyses
PAGE 2 OF 8
COU No. 2021-165
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.
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 and UVSD. 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 and UVSD Manager determines that the Consultant has a disclosure
obligation under the City's or UVSD'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 or UVSD's 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:
1. 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 are 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
Hildebrand—Annual Sewer Reconciliation Financial Analyses
PAGE 3 OF 8
COU No. 2021-165
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.
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 and UVSD, their 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 and UVSD, and their
officers, officials, employees or volunteers.
b. The Consultant's insurance coverage shall be primary insurance
as respects to the City and UVSD, and their 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.
C. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City and UVSD, and their
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.
Hildebrand—Annual Sewer Reconciliation Financial Analyses
PAGE 4 OF 8
COU No. 2021-165
2. Worker's Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against the City
and UVSD, and their officers, officials, employees and volunteers for
losses arising from Consultant's performance of the work, pursuant to this
Agreement.
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 one year
from date of final approved invoice.
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 and UVSD.
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 and UVSD 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 and
UVSD. 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 and UVSD before Consultant begins the work of this
Agreement. The City and UVSD 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 and UVSD 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 and UVSD 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-
Hildebrand—Annual Sewer Reconciliation Financial Analyses
PAGE 5 OF 8
COU No. 2021-165
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 and UVSD 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 UVSD, or arising from the active
negligence of the City or UVSD.
"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, UVSD 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 or UVSD and all
documents or reports and supportive data prepared by Consultant under this Agreement
are owned and become the jointly owned property of the City and UVSD upon their
creation and shall be given to City or UVSD immediately upon demand and at the
completion of Consultant's services at no additional cost to City or UVSD. Deliverables
are identified in the Scope-of-Work, Attachment "A". All documents produced by
Consultant shall be furnished to City and UVSD in digital format and hardcopy.
Consultant shall produce the digital format, using software and media approved by City
and UVSD.
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 and UVSD's prior written consent.
Hildebrand—Annual Sewer Reconciliation Financial Analyses
PAGE 6 OF 8
COU No. 2021-165
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 and UVSD 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 and UVSD shall pay the Consultant only for
services performed and expenses incurred as of the effective termination date. In such
event, as a condition to payment, Consultant shall provide to City and UVSD 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 off-set for any direct or consequential damages City and UVSD
may incur as a result of Consultant's breach of contract.
7.9 Execution of Agreement. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. Alternatively, this Agreement may be
executed and delivered by facsimile or other electronic transmission, and in more than
one counterpart, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument. When executed using either alternative,
the executed agreement shall be deemed an original admissible as evidence in any
administrative or judicial proceeding to prove the terms and content of this Agreement.
7.10 Coordination Between City and UVSD. To facilitate the timely performance of
Consultant's services, in addition to the specific provisions in Attachment A, City staff
and UVSD staff shall coordinate communication with Consultant to provide a single point
of contact within each agency for Consultant in connection with general administration of
the contract.
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 UVSD HILDEBRAND CONSULTING, LLC
DEPT. OF WATER RESOURCES DISTRICT MANAGER MARK HILDEBRAND
300 SEMINARY AVENUE 151 LAWS AVENUE 3378 GUIDO STREET
UKIAH, CALIFORNIA 95482 UKIAH,CALIFORNIA 95482 OAKLAND, CALIFORNIA 94602
Hildebrand—Annual Sen'er Reconciliation Financial Analyses
PAGE 7 OF 8
COU No. 2021-165
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
HILDEBRAND CONSULTING, LLC
474
BY: 2.18.2021
Date
PRINT NAME: Mark Hildebrand
82-5365064
IRS IDN Number
CITY OF UKIAH
BY:5r5r —�- Apr 19, 2021
SAGE SANGIACOMO Date
CITY MANAGER
UKIAH VALLEY SANITATION DISTRICT �7
BY:
ERNIE WIPF Date
CHAIR
ATTEST
eh'yllrezawGe� Apr 20, 2021
Kristine Lawler(Apr 20,2021 08:18 PDT)
CITY CLERK FOR CITY MANAGER Date
Hildebrand—Annual Server Reconciliation Financial Analyses
PAGE 8 OF 8
Attachment A
HILDEBRAND
CONSULTING
December 4,2020
Dan Buffalo Mark DeMeulenaere
City of Ukiah Ukiah Valley Sanitary District
300 Seminary Avenue 151 Laws Avenue,
Ukiah,CA 95482 Ukiah,California 95482
Subject: Revised letter proposal to provide annual sewer reconciliation financial
analyses
Dear Mr. Buffalo and Mr.DeMeulenaere,
As requested,Hildebrand Consulting,LLC. (and the Reed Group as a subconsultant)respectfully
re-submits this proposed scope of work and cost estimate for annual sewer utility reconciliation
financial analyses. Hildebrand Consulting (and The Reed Group) previously completed a
comprehensive Joint Sewer Rate Study for both the City of Ukiah and the Ukiah Valley Sanitation
District through an agreement for professional services dated January 16, 2019. This proposal is
for a new agreement to assist with the annual reconciliation of debt obligations for FY 2021/22
through FY 2025/26.
This revised proposal offers a lower budget than previously submitted based on the fact that the
scope of work is better understood and some of the necessary analysis has already been
completed by virtue of other analyses provided by Hildebrand Consulting to the City of Ukiah.
We also propose to only authorize the budget necessary for the first year since the scope of work
for Year 2 and beyond will be much better understood after completing Year 1.
The City and District entered into a new Operating Agreement which specifies how sewer
collection and treatment services will be provided within the respective service areas and how
costs will be fairly shared and distributed. Section II.D.2. of the Operating Agreement describes
the prescribed methodology for allocating debt service costs associated with a 2006 bond (which
was recently and separately refinanced by both entities). A portion of the debt is allocated based
on allocated"Capacity" at the shared wastewater treatment plant while the remaining debt(the
"Upgrade/Rehabilitation" portion) is allocated based on each utility's proportionate share of
winter water usage and relative strength of sewage discharge to the WWTP (as measured by
"ESSSUs",see the joint rate study report for details). The allocated Capacity portion may change
in the event of"detachment" (if the City takes responsibility for all sewer accounts within City
limits)or full annexation(if the City takes responsibility for all sewer accounts in the service area).
The Upgrade/Rehab portion will (probably) change every year as water usage in the respective
service areas fluctuates from year to year.
Given the above, the City and District wish to have a third-party consultant reconcile the debt
obligation on an annual basis. The reconciliation of debt obligations is further complicated by
the recent refinancing of the 2006 bond, which involved creating two separate bonds (with
Attachment 1
H I LD E B RAND LETTER PROPOSAL
CONSULTING PAGE 2
different issuance costs), deferring some of the City debt payment, and accelerating some of the
District debt payments. The annual reconciliation of debt obligation to both parties will
transparently account for all of these factors to ensure that both parties are treated equitably and
in accordance with the Operating Agreement.
The scope of services will include the following:
1) Develop a spreadsheet model that accounts for the original debt obligations for both
parties and transparently allocates debt costs to both parties in accordance with the terms
of the Operating Agreement. We will make recommendations based on our
understanding of the Operating Agreement and subsequent developments. This scope of
work does not include any protracted negotiations between the City and the District
regarding the allocation methodology. Assistance by Hildebrand Consulting with such
negotiations will be charged on a time and material basis to a contingency budget.
2) Collect updated billing data from both the City and the District. It is anticipated that the
first year of collecting District billing data will represent additional effort since the District
will be managing its own billing system for the first time. We are already familiar with
the City's billing data.
3) Update the spreadsheet from item #1 with the most current data for cost allocation
including ESSSUs and allocated capacity.
4) Conduct high-level analysis to identify anomalies in customer water usage data that may
indicate data errors or inconsistencies.
5) Provide a brief summary memorandum that describes the results and provides an
explanation for any changes to the debt allocation from the previous year. No in-person
meetings are anticipated to be necessary for this scope of work however conference calls
may be scheduled as necessary.
This proposal recognizes that the allocation of debt for Fiscal Year 2020/21 has already been
completed. As such, the first reconciliation effort will be completed for FY 2021/22,which will
be based on winter water usage data from the winter of 2020/21. That water usage data will be
made available to the City and the District in approximately April 2021 and will be loaded to the
billing systems by May 2021. As such, the first reconciliation will begin in approximately June
2021(once both billing systems have been updated).The District and the City will have to budget
for a reconciliation amount based on projections that will later be adjusted to match the results of
the reconciliation effort.
These services are proposed to be provided for the next 5 years. The total not-to-exceed budget
for the effort in the first year is estimated to be nine thousand thirty dollars ($9,030). The first
year will involve one-time efforts such as the initial development of the spreadsheet model,
Attachment 1
HILDEBRAND LETTER PROPOSAL
CONSULTING PAGE 3
analyzing billing data from the District's new billing system, and coordinating with both parties
to ensure consensus on the proposed methodology.
The effort in subsequent years should be significantly lower (assuming that the methodology
remains the same).That being said,the level of effort will be better understood after completing
Year 1,therefore we propose to only proceed with the Year 1 budget at this time.
We propose a budget for just the first year of reconciliation ($9,030), plus a contingency budget
of five thousand dollars($5,000)in the event that protracted negotiations are necessary to finalize
the reconciliation methodology, for a total not-to-exceed budget of fourteen thousand thirty
dollars ($14,030).
Current(2020)hourly billing rates are$210 for Mark Hildebrand and$300 for Bob Reed and are
subject to change each year.
We appreciate the opportunity to be of continued service to the District and the City.
Sincerely,
ZarkHildebrand
Hildebrand Consulting,LLC.
mhildebrand@hildco.com
510.316.0621
2021 -165 UVSD - Hildebrand - Annual Sewer
Reconciliation Financial Analyses
Final Audit Report 2021-04-20
Created: 2021-04-14
By: Kristine Lawler(klawler@cityofukiah.com)
Status: Signed
Transaction ID: CBJCHBCAABAAJmOLOLj3QJ2Nthx4M95Qbec_Lb8ViUMZ
"2021 -165 UVSD - Hildebrand - Annual Sewer Reconciliation Fin
ancial Analyses" History
Document created by Kristine Lawler(klawler@cityofukiah.com)
2021-04-14-3:38:55 PM GMT-IP address: 12.12.163.2
Document emailed to Sage Sangiacomo (ssangiacomo@cityofukiah.com)for signature
2021-04-14-3:40:10 PM GMT
i�p Document e-signed by Sage Sangiacomo (ssangiacomo@cityofukiah.com)
Signature Date:2021-04-19-10:11:43 PM GMT-Time Source:server-IP address: 12.12.163.2
Icy Document emailed to Kristine Lawler(lyricalwhims@gmail.com)for signature
2021-04-19-10:11:46 PM GMT
Email viewed by Kristine Lawler(lyricalwhims@gmail.com)
2021-04-20-3:17:49 PM GMT-IP address:66.249.84.65
Document e-signed by Kristine Lawler(lyricalwhims@gmail.com)
Signature Date:2021-04-20-3:18:04 PM GMT-Time Source:server-IP address: 12.12.163.2
Agreement completed.
2021-04-20-3:18:04 PM GMT
Q Adoin Sign