AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this 28thday of October 2020, by and between the City of Merced, a California Charter Municipal Corporation, whose address of record is 678 West 18* Street, Merced, California 95340, (hereinafter referred to as "City") and Goodwin Consulting Group, Inc., a California Corporation, whose address of record is 333 University Avenue, Suite 160, Sacramento, California 95825 (hereinafter referred to as "Consultant").
WHEREAS, City is undertaking a project to annex properties to existing Mello-Roos Community Facilities Districts for both operating and maintenance and on-going service needs; and,
WHEREAS, Consultant represents that it possesses the professional skills to provide special tax consulting services in connection with said project.
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants hereinafter recited, hereby agree as follows:
1. SCOPE OF SERVICES. The Consultant shall furnish the following services: Consultant shall provide the special tax consulting services described in Exhibit "A" attached hereto.
No additional services shall be performed by Consultant unless approved in advance in writing by the City, stating the dollar value of the services, the method of payment, and any adjustment in contract time. All such services are to be coordinated with City and the results of the work shall be monitored by the Finance Officer or designee. However, the means by which the work is accomplished shall be the sole responsibility of the Consultant.
2. TIME OF PERFORMANCE. All of the work outlined in the Scope of Services shall be completed in accordance with the Schedule outlined in Exhibit "A" attached hereto and incorporated herein by reference. By mutual agreement and written addendum to this Agreement, the City and the Consultant may change the requirements in said Schedule.
RESERVED.
X: Agreements\Planning\2020\PSA - Goodwin Consulting Re CFD Annex #16.docx 1 4. COMPENSATION. Payment by the City to the Consultant for actual services rendered under this Agreement shall be made upon presentation of an invoice detailing services performed under the Scope of Services, in accordance with the fee schedule set forth in Exhibit "A" attached hereto and incorporated herein by reference. The Consultant agrees to provide all services required under the Scope of Services in Exhibit "A" within the compensation amount set forth in Exhibit "A". For Consultant's services rendered under this Agreement, City shall pay Consultant the not to exceed sum of Three Thousand Dollars ($3,000.00).
5. METHOD OF PAYMENT. Compensation to Consultant shall be paid by the City after submission by Consultant of an invoice delineating the services performed.
6. RECORDS. It is understood and agreed that all plans, studies, specifications, data magnetically or otherwise recorded on computer or computer diskettes, records, files, reports, etc., in possession of the Consultant relating to the matters covered by this Agreement shall be the property of the City, and Consultant hereby agrees to deliver the same to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials including but not limited to those set forth hereinabove, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.
7. CONSULTANT'S BOOKS AND RECORDS. Consultant shall
maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Any records or documents required to be maintained shall be made available for inspection, audit and/or copying at any time during regular business hours, upon oral or written request of the City.
INDEPENDENT CONTRACTOR. It is expressly understood that Consultant is an independent contractor and that its employees shall not be employees of or have any contractual relationship with the City. Consultant shall be responsible for the payment of all taxes, workers' compensation insurance and unemployment insurance. Should Consultant desire any insurance protection, the Consultant is to acquire same at its expense.
X: Agreements\Planning\2020\PSA - Goodwin Consulting Re CFD Annex #16.docx 2 In the event Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, protect, defend, and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
9. INDEMNITY. Consultant shall indemnity, protect, detend (with legal counsel selected by the City, save and hold City, its officers, employees, and agents, harmless from any and all claims or causes of action for death or injury to persons, or damage to property resulting from intentional or negligent acts, errors, or omissions of Consultant or Consultant's officers, employees, volunteers, and agents during performance of this Agreement, or from any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct, negligent acts, or omissions of Consultant or its employees, subcontractors, or agents, or by the quality or character of Consultant's work, or resulting from the negligence of the City, its officers, employees, volunteers and agents, except for loss caused by the sole negligence or willful misconduct of the City or its officers, employees, volunteers or agents. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall survive the termination of this Agreement and shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.
10. INSURANCE. During the term of this Agreement, Consultant shall maintain in full force and effect at its own cost and expense, the following insurance coverage:
a. Workers' Compensation Insurance. Full workers' compensation insurance shall be provided with a limit of at least One Hundred Thousand Dollars ($100,000) for any one person and as required by law, including Employer's Liability limits of $1,000,000.00 per accident. The policy shall be endorsed to waive the insurer's subrogation rights against the City.
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General Liability.
(i) Consultant shall obtain and keep in full force and effect general liability coverage at least as broad as ISO commercial general liability coverage occurrence Form CG 0001.
(ii) Consultant shall maintain limits of no less than One Million Dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage.
(111) The City, its officers, employees, volunteers and agents are to be named as additional insureds under the policy, as respects liability arising out of work or operations performed by or on behalf of the Consultant.
(iv) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Consultant and its sub-contractors, and that any other insurance or self insurance maintained by City or other named insureds shall be excess and non-contributory.
(v) Consultant shall maintain its commercial general liability coverage for three (3) years after completion of the work and shall add an additional insured endorsement form acceptable to the City naming the City of Merced, its officers, employees, agents and volunteers for each year thereafter for at least three (3) years after completion of the work. Copies of the annual renewal and additional insured endorsement form shall be sent to the City within thirty (30) days of the annual renewal.
Automobile Insurance.
(i) Consultant shall obtain and keep in full force and effect an automobile policy of at least One Million Dollars ($1,000,000) per accident for bodily injury and property damage.
(ii) The City, its officers, employees, volunteers and agents are to be named as additional insureds under the policy, as respects automobiles owned, leased, hired or borrowed by the
Consultant.
X:lAgreementslPlanning|2020\PSA - Goodwin Consulting Re CFD Annex #16.docx 4 (iii) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Consultant and its sub-contractors, and that any other insurance or self insurance maintained by City or other named insureds shall be excess and non-contributory.
d. Professional Liability Insurance. Consultant shall carry professional liability insurance appropriate to Consultant's profession in the minimum amount of One Million Dollars ($1,000,000). Architects and engineers' coverage is to be endorsed to include contractual liability.
Qualifications of Insurer. The insurance shall be provided by an acceptable insurance provider, as determined by City, which satisfies all of the following minimum requirements:
(i) An insurance carrier admitted to do business in California and maintaining an agent for service of process within this State; and,
(ii) An insurance carrier with a current A.M. Best Rating of A: VII or better (except for workers' compensation provided through the California State Compensation Fund).
f. Certificate of Insurance. Consultant shall complete and file with the City prior to engaging in any operation or activity set forth in this Agreement, certificates of insurance evidencing coverage as set forth above and which shall provide that no cancellation or expiration by the insurance company will be made during the term of this Agreement, without thirty (30) days written notice to City prior to the effective date of such cancellation—including cancellation for nonpayment of premium.
g. Notwithstanding any language in this Agreement to the contrary, Consultant shall be entitled to be paid pursuant to the terms of this Agreement until Consultant has obtained the insurance required by this Section 10 and provided documentation of said insurance to the City. In addition to any other remedies City may have, City reserves the right to withhold payment if Consultant's insurance policies are not current.
11. ASSIGNABILITY OF AGREEMENT. It is understood and agreed that this Agreement contemplates personal performance by the Consultant and is X:lAgreementslPlanning\2020IPSA - Goodwin Consuiting Re CFD Annex #16.docx 5 based upon a determination of its unique personal competence and experience and upon its specialized personal knowledge. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of the City.
12. TERMINATION FOR CONVENIENCE OF CITY. The City may
terminate this Agreement any time by mailing a notice in writing to Consultant that the Agreement is terminated. Said Agreement shall then be deemed terminated, and no further work shall be performed by Consultant. If the Agreement is so terminated, the Consultant shall be paid for that percentage of the phase of work actually completed, based on a pro rata portion of the compensation for said phase satisfactorily completed at the time the notice of termination is received.
13. CONFORMANCE TO APPLICABLE LAWS. Consultant shall
comply with its standard of care regarding all applicable Federal, State, and municipal laws, rules and ordinances. No discrimination shall be made by Consultant in the employment of persons to work under this contract because of race, color, national origin, ancestry, disability, sex or religion of such person.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any agency or instrumentality of the federal or state government, including the courts, impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith.
14. WAIVER. In the event that either City or Consultant shall at any time or times waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or any other covenant, condition or obligation. Waiver shall not be deemed effective until and unless signed by the waiving party.
15. INCONSISTENT OR CONFLICTING TERMS IN AGREEMENT
AND EXHIBITS. In the event of any contradiction or inconsistency between any attached documents) or exhibits) incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control.
X:lAgreements|Planning|2020\PSA - Goodwin Consulting Re CFD Annex #16.docx 6 Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the City are not binding upon the City unless specifically agreed to in writing, and initialed by the authorized City representative, as to each additional contractual term or condition.
16. AMBIGUITIES. This Agreement has been negotiated at arms' length between persons knowledgeable in the matters dealt with herein. Accordingly, any rule of law, including, but not limited to, Section 1654 of the Civil Code of California, or any other statutes, legal decisions, or common-law principles of similar effect, that would require interpretation of any ambiguities in this Agreement against the party that drafted this Agreement is of no application and is hereby expressly waived.
17. VENUE. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this agreement shall be held exclusively in a state court in the County of Merced.
18. AMENDMENT. This Agreement shall not be amended, modified, or otherwise changed unless in writing and signed by both parties hereto.
19. INTEGRATION. This Agreement constitutes the entire
understanding and agreement of the parties and supersedes all previous and/or contemporaneous understanding or agreement between the parties with respect to all or any part of the subject matter hereof.
20. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of the parties hereto warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of their entity and has/have the authority to bind their party to the performance of its obligations hereunder.
21. COUNTERPARTS. This Agreement may be executed in one or more counterparts with each counterpart being deemed an original. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterparts executed by the other parties hereto are in the physical possession of the party or parties seeking enforcement thereof.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written.
CITY OF MERCED
A California Charter Municipal
Corporation
BY:_ Sephane Nuky
Interim City Manager
ATTEST:
STEPHANIE R. DIETZ, INTERIM CITY CLERK
amules кори
Assistant/Deputy City Clerk MERCED,
of 1889
APPROVED AS TO FORM:
Bx: Thuedke Ge brin 10-12-2020 NORTED NAT
City Attorney Date
301392 PO# 140162
ACCOUNT DATA:
BY:
Verified by Finance effer V-12549
Funds available. us 11/12120
185-166-532-17-00 FL "|12120
#3,000.00
X: lAgrements\Planning|2020\PSA - Goodwin Consulting Re CFD Annex #16.docx 8 CONSULTANT
GOODWIN CONSULTING GROUP,
INC., A California Corporation
BY:_ 1P74
(Signature)
DASE FRENUDENB42681
(Typed Name)
Its: SENIoR iraNcipAL, VI
(Title)
BY:
(Signature)
(Typed Name)
Its:
(Title)
Taxpayer I.D. No. 94 - 339343º
ADDRESS: 333 University Ave.,
Suite 160
Sacramento, CA 95825
TELEPHONE: (916) 561-0890
FAX: (916) 561-0891
E-MAIL: DAVE@GOODWINCONSULTINGGROUPNET
X: \Agreements\Planning|2020 UPSA - Goodwin Consulting Re CFD Annex #16.docx 9 ..•.
EXHIBIT A
CITY OF MERCED
SPECIAL TAX CONSULTING SERVICES
for
MAINTENANCE AND SERVICES COMMUNITY FACILITIES DISTRICT
The City of Merced (hereinafter "CITY") has formed a Mello-Roos Community Facilities protection) provided to all new development areas in the CITY. Goodwin Consulting Group, Inc. (hereinafter "CONSULTANT") will facilitate Annexation #16 to the CFD, as described more fully below.
SCOPE OF WORK
CONSULTANT shall provide the following services:
1. Work with CITY staff to gather all project-specific data for existing Improvement Area #22 (Moraga of Merced) of the services CFD. Improvement Area #22 constituted a portion of the 3rd annexation into the services CFD. Phase 2 of Moraga of Merced will constitute the 16th annexation into the CFD, and will be annexed into existing Improvement Area #22.
2. Review the special tax analysis for the Moraga of Merced project. Revise the services CFD RMA to address details of the 16th annexation.
3. Review the RMA with CITY staff and bond counsel, finalize annexation documents, and prepare the CFD Report.
BUDGET
The total budget (including expenses, as described below) for the scope of work identified above (i.e., 16th annexation into the services CFD) is a fixed fee of $3,000.
Services will be billed on the following hourly fee schedule, which is valid through December 31, 2020, and may be adjusted thereafter:
Senior Principal $310/hour
Vice President $240/hour
Associate $195/ hour
As part of the fees identified above, CITY will reimburse CONSULTANT for travel, photocopying, long-distance phone, facsimile, data sources, and other direct expenses.
Exhibit 1 Page 1 October 7, 2020
FIRST AMENDMENT TO AGREEMENT FOR
PROFESSIONAL SERVICES
THIS FIRST AMENDMENT TO AGREEMENT is made and entered into this 8t' day of April _ 2021, by and between the City of Merced, a California Charter Municipal Corporation ("City"), and Goodwin Consulting Group, Inc., a California Corporation, whose address of record is 555 University Avenue, Suite 280, Sacramento, California 95825 ("Consultant").
WHEREAS, City is undertaking a project to annex properties to existing Mello-Roos Community Facilities Districts for both operating and maintenance and on-going service needs; and,
WHEREAS, City and Consultant have previously entered into an Agreement for Professional Services (Agreement") dated October 28, 2020; and, for additional services in connection with said project. WHEREAS, City and Consultant desire to amend said Agreement to provide covenants hereinafter recited, agree as follows: NOW, THEREFORE, the parties hereto, in consideration of the mutual
1. Section 22, "ADDITIONAL SCOPE OF WORK," is hereby added to the Agreement to read as follows:
"SECTION 22. ADDITIONAL SCOPE OF WORK.
Consultant shall perform the additional services outlined in Exhibit '1' attached hereto."
Section 23, "ADDITIONAL COMPENSATION," is hereby added to the Contract to read as follows:
"SECTION 23. ADDITIONAL COMPENSATION.
City shall pay to Consultant the not to exceed additional sum of Fifteen Thousand Dollars ($15,000.00) for the
additional services described in Exhibit '1' attached
hereto."
X: \Agreements\Planning\2021\1st Amendment to PSA with Goodwin Consulting Re CFD Annex #17.docx 1 3.
Except as herein amended, the Agreement dated October 28, 2020, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this First Amendment to Agreement to be executed on the date first above written.
CITY OF MERCED
A California Charter Municipal
Corporation
BY:_ Sephan R. Lity
City Manager
ATTEST:
STEPHANIE R. DIETZ, CITY CLERK
BY:
889
APPROVED AS TO FORM: NCORPORATED APRIL
BY: 310/2021
City Attorney Date
301392 P0#141317
ACCOUNT DATA:
BY: Wise
Funds available ug 417/21
(50-164-532-17-00 P2 418/21
#15,000.00
X: \Agreements Planning\2021\1st Amendment to PSA with Goodwin Consulting Re CFD Annex #17.docx 2 CONSULTANT
GOODWIN CONSULTING GROUP,
INC., a California Corporation
BY:
(Signature)
DANE FREUDEN BERLIE
(Typed Name)
ITS:
(Title)
BY: Victor
(Signature)
VICTOR lizzIK
(Typed Name)
ITS:
(Title)
Taxpayer I.D. No. 94-3393430
ADDRESS: 333 University Avenue
Suite 160
Sacramento, CA 95825
TELEPHONE: (916) 561-0890
FACSIMILE: (916) 561-0891
X: lAgreements\Planning\2021\1st Amendment to PSA with Goodwin Consulting Re CFD Annex #17.docx 3 .
EXHIBIT 1
CITY OF MERCED
SPECIAL TAX CONSULTING SERVICES
MAINTENANCE AND SERVICES COMMUNITY FACILITIES DISTRICT
The City of Merced (hereinafter "CITY") has formed a Mello-Roos Community Facilities District (hereinafter "CFD") to fund operations and maintenance (e.g., landscaping, storm drainage, street lighting, parks) as well as services (e.g., police and fire protection) provided to all new development areas in the CITY. Goodwin Consulting described more fully below. Group, Inc. (hereinafter "CONSULTANT") will facilitate Annexation #17 to the CFD, as
SCOPE OF WORK
CONSULTANT shall provide the following services:
1. Work with CITY staff to gather all project-specific data for Improvement Area #45 (Yosemite Crossing) of the services CFD. Improvement Area #45 will constitute the 17th annexation into the services CFD.
2. Prepare a special tax analysis for the Yosemite Crossing project. Revise the services CFD RMA to address details of the 17th annexation.
3. Review analysis tables and the RMA with CITY staff and bond counsel, finalize annexation documents, and prepare the CFD Report.
BUDGET
The total budget (including expenses, as described below) for the scope of work identified above (i.e., 17'h annexation into the services CFD) is a fixed fee of $15,000.
Services will be billed on the following hourly fee schedule, which is valid through December 31, 2021, and may be adjusted thereafter:
Senior Principal $320 / hour
Vice President $250/hour
Associate $200/hour
As part of the fees identified above, CITY will reimburse CONSULTANT for travel, photocopying, long-distance phone, facsimile, data sources, and other direct expenses.
Exhibit 1 Page 1
February 16, 2021