HomeMy WebLinkAboutRaftelis Financial Consultants Inc; 2014-09-29; UTIL1129UTIL1129
AGREEMENT FOR WATER COST OF SERVICE (COS) RATE STUDY UPDATE SERVICES
RAFTELIS FINANCIAL CONSULTANTS, INC.
THIS AGREEMENT is made and entered into as of the yC^9' ^ day of
J^y?y^y?/^ yjy y^ . 2014, by and between the CARLSBAD MUNICIPAL WATER
D1^TF6CT, a Pubiic Agency organized under the Municipal Water Act of 1911, and a Subsidiary
District ofthe City of Carlsbad, ("CMWD"), and RAFTELIS FINANCIAL CONSULTANTS, INC., a
North Carolina corporation, ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in
financial water rate analysis.
B. Contractor has the necessary experience in providing professional services and
advice related to water rate analysis.
C. Contractor 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 attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and condifions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effecfive for a period of one (1) year from the date first above
written. The Execufive Manager may amend the Agreement to extend it for one (1) addifional one
(1) year period or parts thereof in an amount not to exceed thirty thousand dollars ($30,000) per
Agreement year. Extensions will be based upon a safisfactory review of Contractor's performance,
CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will
prepare a written amendment indicafing the effecfive date and length ofthe extended Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term is not to
exceed thirty thousand dollars ($30,000). 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 unfil CMWD has accepted the work and/or Services
specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
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6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will
be under control of CMWD only as to the result to be accomplished, but will consult with CMWD
as necessary. The persons used by Contractor to provide services under this Agreement will not
be considered employees of CMWD for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitied. CMWD will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not
be required to pay any workers' compensafion insurance or unemployment contribufions on
behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD
and the City of Carlsbad within thirty (30) days for any tax, retirement contribufion, social security,
overtime payment, unemployment payment or workers' compensation payment which CMWD
may be required to make on behalf of Contractor or any agent, employee, or subcontractor of
Contractor for work done under this Agreement. At CMWD's elecfion, CMWD may deduct the
indemnificafion amount from any balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of
CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to
CMWD for the acts and omissions of Contractor's subcontractor and of the persons either direcfiy
or indirecfiy employed by the subcontractor, as Contractor is for the acts and omissions of persons
direcfiy employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible
for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor
of a subcontractor by the terms of this Agreement applicable to Contractor's work unless
specifically noted to the contrary in the subcontract and approved in writing by CMWD.
8. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connecfion with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers,
officials, employees and volunteers from and against all claims, damages, losses and expenses
including attorneys 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
direcfiy or indirectiy 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 or the
City of Carlsbad incurs or makes to or on behalf of an injured employee under the their self-
administered workers' compensation is included as a loss, expense or cost for the purposes of
this secfion, and that this secfion will survive the expirafion or early terminafion ofthis Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:VI1", OR with a surplus
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line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rafing
in the latest Best's Key Rating Guide of at least "A:X".
10.1 Coveraqes and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below, unless the
Risk Manager or Executive Manager approves a lower amount. These minimum amounts of
coverage will not constitute any limitations or cap on Contractor's indemnificafion obligafions
under this Agreement. CMWD, its officers, agents and employees make no representation that
the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are
adequate to protect Contractor. If Contractor believes that any required insurance coverage is
inadequate. Contractor will obtain such addifional insurance coverage, as Contractor deems
adequate, at Contractor's sole expense.
10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per
occurrence for bodily injury, personal injury and property damage. Ifthe submitted policies contain
aggregate limits, general aggregate limits will apply separately to the work under this Agreement
or the general aggregate will be twice the required per occurrence limit.
10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's
work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property
damage.
10.1.3 Workers' Compensafion and Emplover's Liabilitv. Workers' Compensation
limits as required by the California Labor Code. Workers' Compensation will not be required if
Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this.
10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following tl^aje of complefion of the work.
I I If box is checked. Professional Liability
CMWD's Initials Contractor's Initials Insurance requirement is waived
10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 CMWD will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to CMWD.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability,
which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written nofice to CMWD sent
by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providinq Certificates of Insurance and Endorsements. Prior to CMWD's execufion of
this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then CMWD will have the opfion to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on exisfing policies in order to
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maintain the required coverages. Contractor is responsible for any payments made by CMWD
to obtain or maintain insurance and CMWD may collect these payments from Contractor or
deduct the amount paid from any sums due Contractor under this Agreement.
10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime,
complete and certifled copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from fime-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representafive of CMWD
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will allow inspecfion of all
work, data, documents, proceedings, and activifies related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CMWD and
Contractor relinquishes all claims to the copyrights in favor of CMWD.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written notice
on behalf of CMWD and on behalf of Contractor under this Agreement.
For CMWD
Name Liqeia Heagy
For Contractor
Name Sudhir Pardiwala
Tifie
Address
Management Analyst
Carisbad Municipal Water District
5950 El Camino Real
Carlsbad. CA 92008
Phone 760 438 2722 ext 7110
Tifie
Address
Phone
E-mail
Execufive Vice President
201 S. Lake Avenue, Suite 301
Pasadena, CA91101
626 583 1894
spardiwala@raftelis.com
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
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16. 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 four categories.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Services by Contractor. Contractor will at all times observe and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulations.
Contractor will be aware ofthe requirements ofthe Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants that the services required
by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not othenwise settled by agreement
between the parties. Representatives of Contractor or CMWD will reduce such questions, and
their respective views, to writing. A copy of such documented dispute will be fonwarded to both
parties involved along with recommended methods of resolution, which would be of benefit to
both parties. The representafive receiving the letter will reply to the letter along with a
recommended method of resolufion within ten (10) business days. If the resolution thus obtained
is unsatisfactory to the aggrieved party, a letter outiining the disputes will be fonwarded to the
Executive Manager. The Execufive Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the acfion of
the Execufive Manager will be binding upon the parties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may
terminate this Agreement for nonperformance by notifying Contractor by certified mail of the
terminafion. If CMWD decides to abandon or indefinitely postpone the work or services
contemplated by this Agreement, CMWD may terminate this Agreement upon written nofice to
Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any
documents owned by CMWD and all work in progress to CMWD address contained in this
Agreement. CMWD will make a determinafion of fact based upon the work product delivered to
CMWD and ofthe percentage ofwork that Contractor has performed which is usable and of worth
to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the
final payment of the Agreement.
Either party upon tendering thirty (30) days written nofice to the other party may terminate this
Agreement. In this event and upon request of CMWD, Contractor will assemble the work product
and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for
work performed to the terminafion date; however, the total will not exceed the lump sum fee
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payable underthis Agreement. CMWD will make the final determinafion as to the portions of tasks
completed and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
confingent upon, or resulfing from, the award or making ofthis Agreement. For breach or violafion
of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its
discrefion, to deduct from the Agreement price or consideration, or othenwise recover, the full
amount ofthe fee, commission, percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must
be asserted as part ofthe agreement process as set forth in this Agreement and not in anticipation
of lifigation or in conjunction with lifigafion. Contractor acknowledges that if a false claim is
submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 etseq.,
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public enfity. These provisions include false claims made
with deliberate ignorance of the false informafion or in reckless disregard of the truth or falsity of
informafion. If CMWD seeks to recover penalfies pursuant to the False Claims Act, it is entified to
recover its lifigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a Contractor on any public work or improvement for
a period of up to five (5) years. Contractor acknowledges debarment by another jurisdicfion is
grounds for CMWD to terminate this Agreement.
23. JURISDICTIONS AND VENUE
Any acfion at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CMWD and
Contractor and their respecfive successors. Neither this Agreement or any part of it nor any
monies due or to become due under it may be assigned by Contractor without the prior consent
of CMWD, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the enfire Agreement and
understanding between the parties relafing to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modifled, waived or discharged except in a wrifing signed by both parties.
26. AUTHORITY
The individuals execufing 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.
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CONTRACTOR
RAFTELIS FINANCIAL CONSULTANTS,
INC., a Nortb-Garolina corporafion
(sign here)
CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency organized
under the Municipal Water Act of 1911, and
a Subsidiary District of the City of Carlsbad
eygc v/idt pe^. (print name/fitie)
Jivision director as authorized by the
Executive Manager
Jim Howell
By:
(sign here)
'OlpyfiS ACftMS g F=0
(print name/titie)
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 resolufion certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, GepteralCounsel
... ){i0.fn^
Assistant General Ceunsel
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EXHIBIT "A"
SCOPE OF SERVICES
August 26, 2014
Wendy Chambers
General Manager
Carlsbad Municipal Water District
1635 Faraday Avenue
Carlsbad, CA 92008
Subiect: Scope of Services for Recycled Water Rate Consultation
Dear Ms. Chambers:
Raftelis Financial Consultants (RFC) is presenting this proposal to review and update the 2013
Recycled Water Cost of Service Study for the Carlsbad Municipal Water District (District). The
scope of work outlined below will determine defensible recycled water rates based on current
costs and conditions. The scope and associated fees are described below.
SCOPE OF SERVICES
Task 1 - Proiect Initiation
This project component includes general project coordination, staff direction, and
communication of goals for the project. Specific subtasks include meeting with City staff to:
• Coordinate project activities and schedule among RFC staff and District staff;
• Provide direction to staff as required to meet project objectives and deadlines;
• Debrief City staff on assumptions made and process for determining rates from 2013 Cost of
Service Study
Meeting(s): One (1) meeting to be held with District staff
Task 2 - Review Recvcied Water Costs and Prepare Cost of Service Studv
RFC will review the District's recycled water revenues for the previous fiscal year and update
recycled water sales projections based on changes in consumption, drought conditions, and
potable water restrictions since the 20013 rate study. RFC will then project revenues from
recycled water sales and miscellaneous revenues for a five-to-ten year forecast period. The
revenue projections will take into consideration changes in water consumption trends.
This task requires the District to provide related information in readable Microsoft Excel® format.
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Task 3 - Review Agreements with Recvcied Water Wholesalers/Buvers
The objective of this task is to review the existing agreements with recycled water wholesalers,
namely the Leucadia Wastewater District, City of Oceanside, Vallecitos Water District, and Vista
Irrigation District. RFC will determine the appropriate prices/costs associated recycled water
purchases and sales based on expected usage in consideration of reduced potable water usage.
Task 4 - IVIeeting with Citv Staff as Needed
Based on the needs ofthe District, additional meetings/consultation will be provided on a time
and materials basis.
Meetlng(s): As assigned by District staff
Fees and Hours
RFC proposes to complete the scope of work outlined above on a time-and-materials basis with
a not-to-exceed cost of $30,000. The table below shows the hourly billing rates for the personnel
scheduled to complete the project. RFC will notify the district when 80% of the budget amount
has been reached and will not bill in excess ofthe not-to-exceed amount.
RFC STAFF HOURLY RATE
PROJECT MANAGER $290
SENIOR FINANCIAL CONSULTANT $195
FINANCIAL CONSULTANT $165
ADMINISTRATIVE
We appreciate the opportunity to submit this proposal and look forward to assisting the District
on this important project. If you have any questions or need additional information, please
contact Sudhir Pardiwala at (626) 583-1894.
Sincerely,
Sudhir Pardiwala
Executive Vice President
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