HomeMy WebLinkAboutGordon Hess and Associates Inc; 2018-06-12; PSA18-460UTILPSA 18-460UTI L
AGREEMENT FOR DESALINATED WATER RATE ANALYSIS SERVICES
GORDON HESS AND ASSOCIATES, INC.
THJ.s.-AGREEMENT is made and entered into as of the lL fu day of 1,S ~ , 2018, by and between the CARLSBAD MUNICIPAL
WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad, ("CMWD"), and GORDON HESS AND ASSOCIATES,
INC., a California corporation, ("Contractor").
RECITALS
CMWD requires the professional services of a consultant that is experienced in
desalinated water rate analysis. Contractor has the necessary experience in providing these
professional services, has submitted a proposal to CMWD and has affirmed its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in Exhibit "A", attached and incorporated by this reference in
accordance with the terms and conditions set forth in this Agreement.
2. TERM
This Agreement will be effective for a period of one (1) year from the date first above written.
3. COMPENSATION
The total fee payable for the Services to be performed will be seven thousand five-hundred dollars
($7,500). No other compensation for the Services will be allowed except for items covered by
subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent
(10%) retention until CMWD has accepted the work and/or the Services specified in Exhibit "A."
4. STATUS OF CONTRACTOR
Contractor will perform the Services as an independent contractor and in pursuit of Contractor's
independent calling, and not as an employee of CMWD. Contractor will be under the control of
CMWD only as to the results to be accomplished.
5. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless CMWD and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorney's
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense CMWD incurs or
makes to or on behalf of an injured employee under the CMWD's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
General Counsel Approved Version 9/27/17
PSA 18-460UTIL
6. INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance, automobile
liability insurance, a combined policy of workers' compensation, employers liability insurance, and
professional liability insurance from an insurance company authorized to transact the business of
insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII";
OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers
(LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-
admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest
quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each,
unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor
will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-
made coverage. The insurance will be in force during the life of this Agreement and will not be
canceled without thirty (30) days prior written notice to CMWD by certified mail. CMWD will be
named as additional insured on General Liability which shall provide primary coverage to CMWD.
The full limits available to the named insured shall also be available and applicable to CMWD as
an additional insured. Contractor will furnish certificates of insurance to CMWD with
endorsements to CMWD, prior to CMWD's execution of this Agreement.
7. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all categories.
Yes~ No D
8. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment and will obtain and maintain a City of Carlsbad Business License
for the term of this Agreement.
9. TERMINATION
CMWD or Contractor may terminate this Agreement at any time after a discussion, and written
notice to the other party. CMWD will pay Contractor's costs for services delivered up to the time
of termination, if the services have been delivered in accordance with the Agreement.
10. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of
false claims as set forth in the California False Claims Act, Government Code sections 12650, et
seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges
that debarment by another jurisdiction is grounds for CMWD to terminate this Agreement.
11. JURISDICTIONS AND VENUE
Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes
between the parties arising out of this Agreement is the State Superior Court, San Diego County,
California.
12. ASSIGNMENT
Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become
due under it, without the prior written consent of CMWD.
General Counsel Approved Version 9/27 /17
2
13. AMENDMENTS
This Agreement may be amended by mutual consent of CMWD and Contractor. Any amendment
will be in writing, signed by both parties, with a statement of estimated changes in charges or time
schedule.
14. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
~ (sign here)
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(print narhe/title) ..,-/2,C, ,. 16
(sign here)
{po!UJo,J /+--(../-£cJ5 I S~C-/"~~ry
(print name/title)
CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency organized
under the Municipal Water Act of 1911,
and a Subsidiary District of the City of
Carlsbad , (} By(J2J)£a~
Wendy Chambers. General Manager
If required by CMWD, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
General Counsel Approved Version 9/27/17
3
EXHIBIT "A"
SCOPE OF SERVICES
Task 1. Participate in an initial scoping meeting between GHA Inc. and Carlsbad Municipal
Water District (CMWD) staff to further define needs of CMWD with respect to updating
desalination contract costs and comparison with SDCWA water rates. This meeting can be held
via phone or at CMWD.
Task 2. Modify existing computer spreadsheet model (used for desalination project cost
comparison with San Diego County Water Authority (SDCWA) water costs) to compare
estimated long term SDCWA water purchase cost with CMWD desalination costs.
• Cost model to incorporate current and projected MWD and SDCWA water rates.
• 2015 SDCWA Urban Water Management Plan projections of future water use by
SDCWA member agencies (to allocate fixed SDCWA costs) will be incorporated into
model.
• Most recent Carlsbad desalination costs to be provide by CMWD or SDCWA and
incorporated into model.
• GHA Inc. will consult and review with CMWD on all assumptions used in the model.
Task 3. Run various scenarios using assumptions as directed by CMWD.
Task 4. Present results of modeling runs to CMWD staff and others as directed.
Task 5. CMWD will be provided a working copy of spreadsheet model.
Time and Expenses
The estimated time for each task is as follows, and will be billed at the rate of $195/per hour.
Times are estimates only and may be greater or less than the estimated time. Billing will be
made for actual time and expenses incurred:
Estimated Time:
Task 1. 2 hours
Task 2. 12 hours
Task 3. To Be Determined
Task 4. 4 hours
Task 5. N/A
Estimated Expenses:
None
Contract Amount: Not-to-exceed $7,500
GHA Inc. will provide monthly billings and contract status updates to CMWD.
WAIVER REQUEST FORM
FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S)
Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the
requirement( s ).
Requested by: Aaron Beanon -Finance 6/5/2018
(Name and Department) (Date)
Proposed modification(s) to the General & Professional
(Type of insurance)
requirement(s) for PSA for Desalinated Water Rate Analysis
(Name of contract)
D Reduce coverage to the amount of: =$ ______ _
[j] Waive coverage
D Other:
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those that apply)
OSignificance of Contractor: Contractor has previous experience with the City that is important to the
efficiency of completing the scope of work and the quality of the work-product. [explain] _______ _
OSignificance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain:
include number of candidates RFP sent to and number responded (f applicable]
Ocontract Amount/Term of Contract: $ _______ . Work will be completed over a period of __ _
OProfessional Liability coverage is not available to this contractor or would increase the cost of the contract by
$ [explain].
[i]Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure
control mechanisms, and any other information pertinent to your request): Gordon is performing an analysis of imported
water costs vs. desal water costs. This information is only being used for context on an issue. Additionally, we have not required the Commercial
General Liablility or Professional Liability insurance on his previous contracts with us.
Approved by Risk Manager for this contract only:
(Signature) (Date)
H:\ WORD\lnsurance\Admin Order #68.doc
06/15/2006 27