Loading...
HomeMy WebLinkAboutC-4257 ltoo -s0 y{�/////oF-"nor-., AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT FOR WATER & SEWER COST OF SERVICE STUDY UPDATE BY AND BETWEEN THE CITY OF ARCADIA AND CAROLLO ENGINEERS, INC. This Amendment No. 1 ("Amendment No. 1") is hereby entered into this 3 l "- day of AtA6lit5. ' , 2020 by and between the City of Arcadia, a municipal corporation of the State of California, and Carollo Engineers, Inc., a Delaware Corporation, with respect to that certain Professional Services Agreement ("Agreement") between the parties dated August 22, 2019. The Parties agree as follows: 1. Section 3.1.2 of the Professional Services Agreement, the Term is hereby extended from August 22, 2020 to December 31, 2020 ("Extended Term"). 2. All terms and provisions of the Agreement not amended by this Amendment No. 1 are hereby reaffirmed. In witness whereof the Parties have executed this Amendment No. 1 on the date set forth below. CITY OF ARCADIA CAROLLO ENGINEERS, INC. By: Dominic Lazzaretto City Manager Title: Senior Vice President Dated: ��g�.S 31 I 20 Dated: August 12, 2020 By: ATTEST: Title: Vice President Dated: August 13, 2020 i y Clerk APPROVED AS TO FORM CONCUR: Stephen P. Deitsch Tom Tait City Attorney Public Works Services Director eiiinue,7\c's CITY OF ARCADIA ORIGINAL PROFESSIONAL SERVICES AGREEMENT REGARDING Q 9257 WATER & SEWER COST OF SERVICE STUDY UPDATE 1. PARTIES AND DATE. This Agreement is made and entered into this I, day of , 2019 by and between the City of Arcadia, a charter city organized under thConstitution and laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066-6021 ("City") and Carollo Engineers, Inc., a Delaware Corporation, with its principal place of business at 707 Wilshire Blvd, Suite 3920, Los Angeles, CA 90017 ("Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional consulting, financial planning, accounting, and utility management services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the Water & Sewer Cost of Service Study Update ("Project") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional financial planning, accounting, and utility management consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Revised 04/13 1 3.1.2 Term. The term of this Agreement shall be for one year from date of execution, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the prior written approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon prior written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Jennifer Ivey, Vice President; Alexander Bugbee, Project Manager. Revised 04/13 2 3.2.5 City's Representative. The City hereby designates Tom Tait, Public Works Services Director, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Jennifer Ivey, Vice President, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub- consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all Revised 04/13 3 costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, and employees free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.9.1 Immigration Reform and Control Act. Consultant acknowledges that Consultant, and all subcontractors hired by Consultant to perform services under this Agreement, are aware of and understand the Immigration Reform and Control Act ("IRCA"). Consultant is and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by Consultant to perform services under this Agreement are in compliance with the IRCA. In addition, Consultant agrees to indemnify, defend and hold harmless the City, its directors, officials, officers and employees, from any liability, damages or causes of action arising out of or relating to any claims that Consultant's employees, or the employees of any subcontractor hired by Consultant, are not authorized to work in the United States for Consultant or its subcontractor and/or any other claims based upon alleged IRCA violations committed by Consultant or Consultant's subcontractor(s). 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section; provided, however, that in lieu thereof, the Consultant may provide evidence to the City that all subcontractors are additional insureds under the Consultant's policies of insurance. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees, subcontractors and volunteers. Consultant shall also name and obtain insurer's consent to naming City, its directors, officials, officers, and employees as an additional insured with proof of certificate of insurance that they are an additional insured. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be when commercially available (occurrence based) at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage for premises and operations, contractual liability, personal injury, bodily injury, independent contractors, broadform property damage, explosion, collapse, and underground, products and completed operations; (2) Automobile Liability: Insurance Services Office Business Auto coverage for any auto owned, leased, hired, Revised 04/13 4 and borrowed by Consultant or for which Consultant is responsible; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. The City, its directors, officials, officers, and employees shall be listed as additional insured. Any deductibles or self-insured retentions must be declared to and approved by City and conform to the requirements provided in Section 3.2.10.6 herein. (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, with an aggregate limit of $1,000,000. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability. INTENTIONALLY OMITTED. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, and employees shall be covered as additional insured with respect to liability arising out of Services operations and for completed operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, and employees, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, and employees shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, and employees, or if excess, shall stand in an unbroken chain of Revised 04/13 5 coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, and employees shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, and employees for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested of cancellation, of intended non-renewal or endorsement reduction in limit or scope of coverage; provided, however, that in the event of cancellation due solely to non-payment of premium, ten (10) days notice of cancellation for non-payment of premium may instead be given to the City.; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, and employees. 3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, and employees. 3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, and employees; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII, admitted or approved to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with complete and accurate copies of current certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. Copies of all certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Revised 04/13 6 3.2.10.9 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.10.10 Material Breach. Lack of insurance does not negate Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including reimbursements which receive the City's prior written authorization, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed SEVENTY- EIGHT THOUSAND, NINE HUNDRED AND EIGHTY-TWO DOLLARS AND NO CENTS, ($78,982.00) without written approval of the City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within forty-five (45) days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless prior written authorization is obtained from the City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the Revised 04/13 execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without prior written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. A termination without cause by City shall not act as or be deemed a waiver of any potential known or unknown City claims associated with Consultant's performance prior to the date of termination. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Revised 04/13 8 Consultant: Carollo Engineers, Inc. 707 Wilshire Boulevard, Suite 3920 Los Angeles, California 90017 Attn: Alexander Bugbee, Project Manager City: City of Arcadia 11800 Goldring Road Arcadia, CA 91006 Attn: Jacquelyn Mercado, Management Analyst Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. Except as otherwise required by California law, all ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or Revised 04/13 9 the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Indemnification. 3.5.5.1 To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, and employees free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant shall defend with Legal Counsel of City's choosing, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, and employees. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, and employees, in any such suit, action or other legal proceeding arising from Consultant's performance of the Services, the Project or this Agreement; except to the extent that liability is caused by the active negligence or willful misconduct by the City or its directors, officials, officers, and employees. Consultant shall reimburse City and its directors, officials, officers, and employees, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, and employees, and shall take effect immediately upon execution of this Agreement. 3.5.5.2 The duty to defend and to hold harmless, as set forth above, shall include the duty to defend as established by Section 2778 of the California Civil Code, and the duty to defend shall arise upon the making of any claim or demand against the City, its respective officials, officers, agents, employees and representatives, Revised 04/13 10 notwithstanding that no adjudication of the underlying facts has occurred, and whether or not Consultant has been named in the claim or lawsuit. 3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.7 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys' fees and all other costs of such action. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, and employees except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. Revised 04/13 11 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. Revised 04/13 12 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein are hereby incorporated into this Agreement by this reference. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. In witness whereof the Parties have executed this Professional Services Agreement on the date set forth below. CITY OF ARCADIA CAROLLO ENGINEERS, INC. Cy- Dom is Lazzar 'ignatur=air City Manager Date: Dv tsN.vr 2-1 'Lo �� s 5VOC7 �1 l/ Print Name and Title ATTEST: Date: y 1,11%4 4 kNi plc By Citerk � Signature APPROVED AS TO FORM: R )c cA .r;)11,-.00 � Avp Print Name and Title ti Date: g / S / 1'\ Steph n P. Deitsch City Attorney CON ,,R: } om Tait Public Works Services Director Revised 04/13 13 EXHIBIT "A" SCOPE OF SERVICES The Scope of Services for the Water & Sewer Cost of Service Study Update shall include, but are not limited to the following: The Scope of Services outlines the approach for undertaking the water and sewer cost of service and rate study update. This scope builds on the previous rate work performed in collaboration with the City. Carollo will utilize the existing water and sewer financial models in order to create cost and time efficiencies. The rate update will rely on the financial and rate models that were developed for the City during the previous rate study and subsequently updated and refined in 2017. Water and sewer rates shall be developed for FY 2020/2021 through FY 2024/2025, with rate increases to be implemented on July 1 of each fiscal year. The overall structure of the existing rate models shall be retained, but will be updated to include the latest available actual revenues and expenditures, capital programs, and customer usage data along with other items that may be necessary to develop financial projections for the rate study period. The financial projections and rate analyses shall incorporate the following overall goals: • Generate sufficient revenue to cover operating expenditures including increases in water supply costs driven by the Main San Gabriel Basin Watermaster's replenishment and sully augmentation efforts. • Provide funding for capital improvements and equipment replacement including achieving a 75 year replacement cycled for the sewer system (approximately $2 million per year). • Review reserve policies and set rates to adequately fund reserves to react to catastrophic event (current policy is to target a $12 million reserve for the Water Fund). • Incorporate the costs of potential water treatment projects into the financial projections and cost allocations. Minor modifications to the rate structure may be recommended as driven by changing costs, customer demand patterns, and regulatory or case law guidance. Water rates are expected to include fixed charges per meter size that are the same for all customer classes, tiered rates for single family residential users with allotments based on meter size, tired rates for multifamily residential users with allotments set per dwelling unit, and uniform rates for commercial and city government, institutional, and irrigation accounts. Sewer rates are expected to include fixed residential charges and fixed and volumetric commercial charges. Task 1: Data Collection Carollo shall submit a detailed data request to allow the City to begin to collect necessary study data. Carollo shall review the collected data with City staff in order to confirm that critical information is captured in the study. A-1 Task 2: Revenue Requirements Analysis Carollo shall update the revenue requirement forecast for the water and sewer utilities and revisit the fiscal policies for each utility based on necessary cash-on-hand and capital replacement needs. The revenue requirement analysis will focus primarily on revenue sufficiency over the next 5 years based on the City's projected operating, capital, policy, regulatory, and asset management needs. A longer-term review shall also be completed in order to avoid potential rate shocks after the study period. The water and sewer financial forecasts shall consider the overall funding strategy including near- and long-term capital and operational needs, as well as potential impacts on customer usage changes due conservation. The results of the revenue requirement shall define the levels of rate increases necessary to fund ongoing expenditures and to meet the City's policy goals. Task 3: Cost-of-Service Analysis The calculated revenue requirements shall be allocated to each customer class based on the calculated capacity and treatment requirements by billable constituent. Billable constituents for the water utility include customer service, capacity, base water demand, peak water demand, and water supply. Billable constituents for the sewer utility include customer service, capacity, and flow. Proposed rate structures shall adhere to Proposition 218 - requirements and sound cost-of-service, ratemaking principles. Task 3.1 — Customer Data Analysis: Carollo shall conduct a statistical analysis of the City's past three to five years' of historical customer data and consumption records. Due to the variable nature of the City's water rates, it is important to evaluate a multiyear trend and determine potential revenue lulls during low-usage years. Carollo shall use statistical software to quickly analyze customer billing records and provide usable information, such as consumption breakpoints used in evaluating different rate structures and conservation incentives. Carollo shall examine the usage data and calibrate billing records against actual rate revenues to prevent over or under estimation of the City's customer base. This is a critical step in setting appropriate and sufficient rates. Carollo shall also develop consumption profiles that illustrate usage patterns by customer class (residential, commercial, governmental, institutional, and irrigation users). In addition to an analysis of each customer class, Carollo shall examine the data to identify potential outliers that have unique consumption profiles. Task 3.2 —Allocation of Water Costs to Functional Categories Carollo shall update the water cost allocation based on City's unique system and consider the American Water Works Association (AWWA) methodologies. These allocations will build on the existing water allocations for consistency and incorporate the City's current asset and accounting records. Line-item expenditures shall be allocated to customer service, capacity, base water usage, peak water usage and water supply. Additionally, costs shall be assigned to fixed and variable categories, in order to develop defensible meter and volumetric charges. A-1 Task 3.3 — Allocation of Sewer Costs to Functional Categories Carollo shall update the cost allocation based on City's unique system and consider the Water Environment Federation (WEF) methodologies. These allocations will build on the existing sewer allocation for consistency and incorporate the City's current asset and accounting records. Line-item expenditures shall be allocated to customer service, capacity, and flow. Task 4: Rate Design Analysis While the City reviews its water and sewer rate revenues on an annual basis, the City last completed a full structural review in 2015. Since the last update, the water demand patterns have changed in response to the drought and conservation messaging. Carollo shall conduct a rate structure update based on customer usage patterns, the City's cost structure and revenue needs, and the City's policy objectives. Carollo shall review and evaluate potential rate structure modifications with City staff, such as potential modifications to the tier breaks. The updated rate structures shall continue to comply with Proposition 218 - and the latest case law requirements. Task 5: Study Report A draft and final version of a summary report shall be prepared to present the methodology, process, and findings of the rate study and its recommendations. This report will document the need for rate increases, multi-year revenue requirements, and the proposed structure to support the Proposition 218 - process. Comments on the draft report shall be incorporated into a final report. Task 6: Meetings and Presentations Carollo shall hold one (1) onsite workshop and two (2) WebEx review meetings with City staff during the course of the project. A-1 Exhibit "B" SCHEDULE OF SERVICES The term of this Agreement shall be for one year from date of execution, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. B-1 Exhibit "C" COMPENSATION Compensation shall be based on time and materials spent in accordance with the tasks specified, not to exceed the total compensation listed: Professional Consulting Services - $78,982.00 Total Compensation $78,982.00 The total compensation shall not exceed the total listed without written authorization in accordance with Section 3.3.1 of this agreement period. fennifer'Ivey Alex$ugbee Anabdtcal Support, Carotin Other Description tion Total p QA/QC PM Support Clerical Labor Expenses'II' PECE i-'i Direct Total Hours ># P L"JP Cast Costs $150 $120 5512.00 UPDATE WITH EXISTING MODELS 1 Data Collection and Kickoff 4 8 12 i 24 54,596 5800 5288 ' 51,088 $5.1 2 Revenue RequirmentsAnalysis 4 16 I 40 60 $10,460 5720 5720 $11.' 3 Cost of Service Analysis 3.1-Customer DataAndiysis 2 i 12 1 40 l 54 59,062 $648 : 5648 so.: 3.2-Water 4 5 8 I 40 I 52 $8.796 $524 ° 5624 $9., 3.3-Wastewater 4 i 8 i 20 i 32 $5,796 $384 i $384 56, 4 Rate Design Analysis j 4.1-Water 6 12 I 40 58 $10,194 $696 i $696 510.E 4.2.Wastewater 4 6 20 30 $5,380 $360 I $360 $5.; 5 Study Report 8 i 16 I 48 __ 8i $14.112 $1.008 j $1,008 515.; 6 Meetings and Presentations Web&&Review Meetings(2) I 6 6 i :2 58,148 . $144 i $144 $2.2 S-a5 41'o =hops(1) iincudes presertaitan prep 6 5 S'4--- '236 $168 ` $311 $'.i v g , — \ore=;. t.assification ie2end_ (1)Travel and per diem SP Senior Professions: P Professional (2)Project Egsipment and Communication Expense LIP Lead Project Profess AP Assistant Professional PP Project Professional WP/G Word Prccessir.gi Graphics c-I