Revision: 05/28/2024
City of Moreno Valley
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made by and between the City of Moreno Valley, California, a municipal corporation, with its principal place of business at 14177 Frederick Street, Moreno Valley, CA 92552, hereinafter referred to as the “City”, and CLP Engineering, LLC, a Delaware limited liability company, with its principal place of business at 6312 S. Fiddlers Green Circle, Greenwood Village, CO 80111, hereinafter referred to as the “Vendor,” based upon City policies and the following legal citations:
RECITALS
A. Government Code Section 53060 authorizes the engagement of persons to perform special services as independent Vendors;
B. Vendor desires to perform and assume responsibility for the provision of professional Utility Engineering Services contracting services required by the City on the terms and conditions set forth in this Agreement. Vendor represents that it is experienced in providing professional Utility Engineering Services contracting services and is licensed in the State of California, if applicable;
C. City desires to engage Vendor to render such services for the Utility Engineering Services as set forth in this Agreement;
D. The public interest, convenience, necessity, and general welfare will be served by this Agreement; and
E. This Agreement is made and entered into effective the date the City signs this Agreement.
TERMS
1. VENDOR INFORMATION:
Vendor’s Name: CLP Engineering, LLC
Address: 6312 S. Fiddlers Green Circle, Greenwood Village, CO 80111 City: Greenwood Village State: CO Zip: 80111
Business Phone: (720) 305-0400 Fax No. (720) 528-7779
Other Contact Number: N/A
Business License Number: 6334070
Federal Tax I.D. Number: 87-3466937
2. VENDOR SERVICES, FEES, AND RELEVANT DATES:
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A. The Vendor’s scope of service is described in Exhibit “A” attached hereto and incorporated herein by this reference.
B. The City’s responsibilities, other than payment, are described in Exhibit “B” attached hereto and incorporated herein by this reference.
C. Payment terms are provided in Exhibit “C” attached hereto and incorporated herein by this reference.
D. The term of this Agreement shall be from July 1, 2025 to June 30, 2027 unless terminated earlier as provided herein. The City acknowledges that it will not unreasonably withhold approval of the Vendor’s requests for extensions of time in which to complete the work required. The Vendor shall not be responsible for performance delays caused by others or delays beyond the Vendor’s reasonable control (excluding delays caused by non -performance or unjustified delay by Vendor, his/her/its employees, or subcontractors), and such delays shall extend the time for performance of the work by the Vendor.
3. STANDARD TERMS AND CONDITIONS:
A. Control of Work. Vendor is solely responsible for the content and sequence of the work and will not be subject to control and direction as to the details and means for accomplishing the anticipated results of services. The City will not provide any training to Vendor or his/her/its employees.
B. Intent of Parties. Vendor is, and at all times shall be, an independent Vendor and nothing contained herein shall be construed as making the Vendor or any individual whose compensation for services is paid by the Vendor, an agent or employee of the City, or authorizing the Vendor to create or assume any obligation or liability for or on behalf of the City, or entitling the Vendor to any right, benefit, or privilege applicable to any officer or employee of the City.
C. Subcontracting. Vendor may retain or subcontract for the services of other necessary Vendors with the prior written approval of the City. Payment for such services shall be the responsibility of the Vendor. Any and all subcontractors shall be subject to the terms and conditions of this Agreement, with the exception that the City shall have no obligation to pay for any subcontractor services rendered.
Vendor shall be responsible for paying prevailing wages wh ere required by law [See California Labor Code Sections 1770 through 1777.7].
D. Conformance to Applicable Requirements . All work prepared by Vendor shall be subject to the approval of City.
E. Substitution of Key Personnel . Vendor has represented to City that c ertain key personnel will perform and coordinate the services under this Agreement. Should one or more of such personnel become unavailable, Vendor may substitute other Revision: 05/28/2024
personnel of at least equal competence upon written approval of City. In the event that City and Vendor 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 Vendor at the request of the City. The key personnel for performance of this Agreement will be determined prior to commencement of the services and conveyed to the City.
F. City’s Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative fo r the performance of this Agreement (“City’s Representative”). Vendor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
G. Vendor’s Representative. Vendor hereby designates Ajay Sitaula, VP and C hief Engineer, or his designee, to act as its representative for the performance of this Agreement (“Vendor’s Representative”). Vendor’s Representative shall have full authority to represent and act on behalf of the Vendor for all purposes under this Agreement. The Vendor’s Representative shall supervise and direct the services, using his or her 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.
H. Legal Considerations. The Vendor shall comply with applicable federal, state, and local laws in the performance of this Agreement. Vendor shall be liable for all violations of such laws and regulations in connection with services. If the Vendor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Vendor shall be solely responsible for all costs arising therefrom. Vendor shall defend, indem nify and hold City, its officials, directors, officers, employees and agents 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.
I. Standard of Care; Performance of Employees . Vendor 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 sam e discipline in the State of California. Vendor represents and maintains that it is skilled in the profession necessary to perform the services. Vendor warrants that all employees and subcontractor shall have sufficient skill and experience to perform th e services assigned to them. Finally, Vendor 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 and that such licenses and approvals shall be maintained throughout the term of this Revision: 05/28/2024
Agreement. Any employee of the Vendor or its subcontractors 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 Vendor and shall not be re-employed to perform any of the services or to work on the project.
J. Vendor Indemnification. Vendor shall indemnify, defend and hold the City, the Moreno Valley Housing Authority, and the Moreno Valley Community Services District (CSD), their officers, agents and employees harmless from any and all claims, damages, losses, causes of action and demands, including, without limitation, the payment of all consequential damages, expert witness fees, reasonable attorney’s fees and other related costs and expenses, incurred in connection with or in any manner arising out of Vendor’s performance of the work contemplated by this Agreement and this Agreement. Acceptance of this Agreement signifies that the Vendor is not covered under the City’s general liability insurance, employee benefits, or worker’s compensation. It further establishes that the Vendor shall be fully responsible for such coverage. Vendor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees.
K. Additional Indemnity Obligations . Vendor shall defend, with counsel of City’s choosing and at Vendor’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section “J” that may be brought or instituted against City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees. Vendor shall pay and satisfy any judgment, award or decree that may be rendered against City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees as part of any such claim, suit, action or other proceeding. Vendor shall also reimburse City for the cost of any settl ement paid by City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Vendor shall reimburse City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing th e indemnity herein provided.
L. CalPERS Retiree Disclosure . Vendor hereby expressly agrees to clearly and conspicuously disclose to City in writing any and all persons working for Vendor who are retirees under the California Public Employees’ Retirement System (CalPERS) whom receives a monthly CalPERS retirement allowance, and whom are, Revision: 05/28/2024
subject to City approval, assigned by Vendor to provide services to City under the Agreement, prior to such person performing any services hereunder. Nothing herein shall be deemed or interpreted to limit a CalPERS retiree’s obligations under applicable law, rules or regulations.
M. CalPERS Indemnity . To the fullest extent permitted by law, in addition to obligations set forth in this section, in the event that any person providing services under this Agreement is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, to the fullest extent of the law, Vendor shall indemnify, defend, and hold harmless City for any costs and expenses incurred by City, including without limitation, payment that City is required as a result to make to CalPERS, whether in the form of employee and/or employer contributions, taxes, or any similar obligations, as well as for the payment of any penalties and interest.
N. CalPERS Participation. As set forth in this Agreement and in the Request for Proposal, City has an obligation to treat all persons working for or under the direction of Vendor as an independent Vendor of City and agents and employees of Vendor, and not as agents or employees of City. Vendor and City acknowledge and agree that City participates in a defined benefit plan (“CalPERS”), and that it is possible that CalPERS may find that persons providing services pursuant to this Agreement are employees of City and should be register ed with the CalPERS as employees of City.
O. Civil Code Section 1542 Waiver . Vendor expressly waives any and all rights and benefits conferred upon it by the provisions of Section 1542 of the California Civil Code which reads as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
This waiver shall be effective as a bar to any and all actions, fees, damages, losses, claims, liabilities and demands of whatsoever character, nature and kind that are known or unknown, or suspected or unsuspected, including, without l imitation, claims of entitlements under CalPERS that are only afforded to employees and not independent contractors. Vendor further represents and warrants that it understands this waiver and that if it does not understand this waiver, it shall seek the advice of a qualified attorney before executing this Agreement.
P. Joint Cooperation . In the event that CalPERS initiates an inquiry that includes examination of whether individuals providing services under this Agreement to City are City’s employees, Vendor shall reply within five days and share all communications and documents from CalPERS that it may legally share. In the Revision: 05/28/2024
event that either Vendor or City files an appeal or court challenge, Vendor and City each agree to cooperate with each other in respondi ng to the inquiry and any subsequent administrative appeal or court challenge of an adverse determination.
Q. Insurance Requirements. Throughout the life of this Agreement, Vendors shall pay for and maintain in full force and effect all insurance as required.
If at any time during the life of this Agreement or any extension, Vendor or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to Vendor shall be withheld until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve Vendor of its responsibilities under this Agreement. The phrase "fail to mainta in any required insurance" shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
The fact that insurance is obtained by Vendor shall not be deemed to release or diminish the liability of Vendor, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable.
The policy limits do not act as a limitation upon the amount of indemnification to be provided by Vendor. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Vendor, its principals, officers, agents, employees, persons under the supervision of Vendor, suppliers, invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or indirectly by any of them.
Upon request of City, Vendor shall immediately furnish City with a complete copy of any insurance policy and associated documentation required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement.
Where determined applicable by the City, Vendor will comply with the following insurance requirements at its sole expense. Insurance companies shall be rated (A Minus: VII-Admitted) or better in Best's Insurance Rating Guide and shall be legally licensed and qualified to conduct business in the State of California.
Minimum Scope of Insurance: Coverage shall be at least as broad as:
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1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01 covering on an “occurrence” basis, which shall include insurance for "bodily injury," "property damage" and "personal and advertising injury" with coverage for premises an d operations, products and completed operations, and contractual liability.
2. The most current version of Insurance Service Office (ISO) Business Auto Coverage Form CA 00 01, which shall include coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers' Compensation insurance as required by the State of California, California Labor Code and Employer's Liability Insurance, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability (Errors and Omissions) insurance appropriate to Vendor’s profession.
Minimum Limits of Insurance:
a. General Liability Insurance. Without limiting the generality of the forgoing, to protect against loss from liability imposed by law for damages on account of bodily injury, including death, and/or property damage suffered or alleged to be suffered by any person or persons whomever, resulting directly or indirectly from any act or acti vities of the Vendor, sub-contractor, or any person acting for the Vendor or under its control or direction. Such insurance shall be maintained in full force and effect throughout the terms of this Agreement and any extension thereof in the minimum amounts provided below:
• $1,000,000 per occurrence for bodily injury and property damage • $1,000,000 per occurrence for personal and advertising injury • $2,000,000 aggregate for products and completed operations • $2,000,000 general aggregate
b. Automobile Liability
• $1,000,000 per accident for bodily injury and property damage c. Employer's Liability (Worker's Compensation)
• $1,000,000 each accident for bodily injury
• $1,000,000 disease each employee
• $1,000,000 disease policy limit
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d. Workers' Compensation insurance policy: In such amounts as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Vendor and the City, HA, and CSD against any loss, claim or damage arising from any injuries or occupational d iseases happening to any worker employed by the Vendor in the course of carrying out this Agreement. Workers' Compensation insurance policy is to contain, or be endorsed to contain, the following provision: Vendor and its insurer shall waive any right of subrogation against City of Moreno Valley, CSD, Housing Authority and each of their officers, officials, employees, agents and volunteers. e. Professional Liability (Errors and Omissions): Limits of no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
f. Endorsements. Unless otherwise specified hereunder, each insurance policy required herein shall be with insurers possessing a Best’s rating of no less than A,VII and shall be endorsed with the following specific language:
• The insurer waives all rights of subrogation against the City, its appointed officials, officers, employees or agents.
Other Insurance Provisions: The General Liability, Automobile Liability and Workers Compensation insurance policies are to contain, or b e endorsed to contain, the following provisions:
a. City of Moreno Valley, the City of Moreno Valley Community Services District, the Moreno Valley Housing Authority and each of their officers, officials, employees, agents and volunteers are to be covered as additional insureds. b. The coverage shall contain no special limitations on the scope of protection afforded to City, CSD, Housing Authority and each of their officers, officials, employees, agents and volunteers.
All polices of insurance required hereunder shall be endorsed to provide that the coverage shall not be cancelled, non -renewed, reduced in coverage or in limits except after 30 calendar day written notice by certified mail, return receipt requested, has been given to the City. Upon issuance by the i nsurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, Vendor shall furnish the City with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for the City, Vendor shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than 15 calendar days prior to the expiration date of the expiring policy.
Acceptability of Insurers: All policies of insurance required hereunder shall be placed with an insurance company(ies) admitted by the California Insurance Commissioner to do business in the State of California and rated not less than "A- Revision: 05/28/2024
VII" in Best's Insurance Rating Guide; or auth orized by the City Manager or designee.
Verification of Coverage: Vendor shall furnish City with all certificates(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the City Manager or designee prior to City’s execution of this Agreement and before work commences. The following applicable endorsements will be required:
1. Additional Insured endorsement for ongoing operations, completed operations and primary & non -contributory endorsement for general liability coverage
2. Additional Insured endorsement for auto liability coverage
3. Waiver of Subrogation for workers compensation coverage R. Intellectual Property. Any system or documents developed, produced or provided under this Agreement, including any intellectual property discovered or developed by Vendor in the course of performing or otherwise as a result of its work, shall become the sole property of the City unless explicitly stated otherwise in this Agreement. The Vendor may retain copies of any and all material, including drawings, documents, and specifications, produced by the Vendor in performance of this Agreement. The City and the Vendor agree that to the extent permitted by law, until final approval by the City, all data shall be treated as confidential and will not be released to third parties without the prior written consent of both parties.
S. Entire Agreement. This Agreement constitutes the entire agreement between the parties. There are no understand ings, Agreements, or representations of warranties, expressed or implied, not specified in this Agreement. This Agreement applies only to the current proposal as attached. This Agreement may be modified or amended only by a subsequent written Agreement si gned by both parties.
Assignment of this Agreement is prohibited without prior written consent.
T. Termination. The following clauses apply:
1. The City may terminate the whole or any part of this Agreement at any time without cause by giving at least thirty (30) days written notice to the Vendor. The written notice shall specify the date of termination. Upon receipt of such notice, the Vendor may continue work through the date of termination, provided that no work or service(s) shall be commenced or continued after receipt of the notice which is not intended to protect the interest of the City. The City shall pay the Vendor within thirty (30) days after receiving any invoice after the date of termination for all non - objected to services performed by the Vendo r in accordance herewith through the date of termination.
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2. If, in the opinion of the City of Moreno Valley, Vendor fails to perform or provide prompt, efficient service, the City may terminate or cancel th is Agreement upon five (5) days written notice, and pay Provider for the value of the actual work satisfactorily performed to the date of termination.
3. Either party may terminate this Agreement for cause. In the event the City terminates this Agreement for cause, the Vendor shall perform no further work or service(s) under the Agreement unless the notice of termination authorizes such further work.
4. If this Agreement is terminated as provided herein, City may require Vendor to provide all finished or unfinished documents and data and other information of an y kind prepared by Vendor in connection with the performance of services under this Agreement. Vendor shall be required to provide such documents and other information within fifteen (15) days of the request.
5. In the event this Agreement is terminated in w hole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, similar to those terminated.
U. Payment. Payments to the Vendor pursuant to this Agreement will be reported to Federal and State taxing authorities as required. The City will not withhold any sums from compensation payable to Vendor. Vendor is independently responsible for the payment of all applicable taxes. Where the payment terms provide for compensation on a time and materials basis, the Vendor shall maintain adequate records to permit inspection and audit of the Vendor’s time and materials charges under the Agreement. Such records shall be retained by the Vendor for three (3) years following completion of the services under the Agreement.
V. Restrictions on City Employees. The Vendor shall not employ any City employee or official in the work performed pursuant to this Agreement. No officer or employee of the City shall have any financial interest in this Agreement in violation of federal, state, or local law.
W. Choice of Law and Venue . The laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement, and shall govern the interpretation of this Agreement. Any legal pr oceeding arising from this Agreement shall be brought in the appropriate court located in Riverside County, State of California.
X. 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:
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Vendor:
CLP Engineering, LLC
6312 S. Fiddlers Green Circle
Greenwood Village, CO 80111
Attn: Ajay Sitaula
City:
City of Moreno Valley
14177 Frederick Street
P .O. Box 88005
Moreno Valley, CA 92552
Attn: Electric Utility Division Manager
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.
Y. Time of Essence . Time is of the essence for each and every provision of this Agreement.
Z. City’s Right to Employ Other Vendors. City reserves right to employ other Vendors in connection with this project.
AA. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both parties.
BB. 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, such attempted assignment, hypothecation or transfer.
CC. Supplementary General Conditions (for projects that are funded by Federal programs). The following provisions, pursuant to 44 Code of Federal Regulations, Part 13, Subpart C, Section 13.36, as it may be amended from time to time, are included in the Agreement and are required to be included in all subcontracts entered into by Vendor for work pursuant to the Agreement, unless otherwise expressly provided herein. These provisions supersede any conflicting provisions in the General Conditions and shall take precedence over the Ge neral Conditions for purposes of interpretation of the General Conditions. These provisions do not otherwise modify or replace General Conditions not in direct conflict with these provisions. Definitions used in these provisions are as contained in the Gen eral Conditions.
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1. Vendor shall be subject to the administrative, contractual, and legal remedies provided in the General Conditions in the event Vendor violates or breaches terms of the Agreement.
2. City may terminate the Agreement for cause or for conve nience, and Vendor may terminate the Agreement, as provided the General Conditions.
3. Vendor shall comply with Executive Order 11246 of September 24, 1965, entitled Equal Employment Opportunity, as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60). (All construction contracts awarded in excess of $10,000 by City and/or subcontracts in excess of $10,000 entered into by Vendor.)
4. Vendor shall comply with the Copeland Anti -Kickback Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All contracts and subcontracts for construction or repair.)
5. Vendor shall comply with the Davis-Bacon Act (40 U.S.C. 276a to 276a7) as supplemented by Department of Labor regulations (29 CFR Part 5).
6. Vendor shall comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327330) as supplemented by Department of Labor regulations (29 CFR Part 5).
7. Vendor shall observe C ity requirements and regulations pertaining to reporting included in the General Conditions.
8. Patent rights with respect to any discovery or invention which arises or is developed in the course of or under the Agreement shall be retained by the City.
9. Copyrights and rights in data developed in the course of or under the Agreement shall be the property of the C ity. FEMA/CalOES reserve a royalty-free, nonexclusive, irrevocable license to reproduce, publish or otherwise use or authorize to others to use for federal purposes a copyright in any work developed under the Agreement and/or subcontracts for work pursuant to the Agreement.
10. Vendor shall provide access by the City, the Federal grantor agency, the Comptroller General of the Unite d States, or any of their duly authorized representatives to any books, documents, papers, and records of the Vendor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions.
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11. Vendor shall retain all required records for three years after City makes final payments and all other pending matters relating to the Agreement are closed.
12. Vendor shall comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (This provision applies to contracts exceeding $100,000 and to subcontracts entered into pursuant to such contracts.)
13. Vendor shall comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94163, 89 Stat. 871).
DD. Authority To Execute. The representative executing this Agreement on behalf of each party hereby represents and warrants that he or she has full power and authority to execute this Agreement on behalf of such party and that all approvals and other actions necessary in connection with the effective execution by him or her have been obtained and are in full force and effect as of his or her execution hereof.
SIGNATURE PAGE TO FOLLOW
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IN WITNESS HEREOF, the parties have each caused their authorized representative to execute this Agreement.
City of Moreno Valley CLP Engineering, LLC
BY: BY:
City Manager
TITLE: ______
_____________________________________
Date DATE:
BY: ______
TITLE: ______
(Corporate Secretary)
INTERNAL USE ONLY
APPROVED AS TO LEGAL FORM:
City Attorney
Date
RECOMMENDED FOR APPROVAL:
Department Head
Date
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EXHIBIT A
Scope of Work
Background/Overview
MVU's power delivery system consists of three substations and 22 12kV Circuits. There are 4 substation transformers and approximately 30 circuit breakers.
All of MVU’s distribution lines are installed underground in conduits. MVU does not have a transmission system so the only ties between stations are 12kV circuit switches in the field. MVU has (2) 115 -kV line ties through Southern California Edison (“SCE”) to the California Independent System Operator (“CAISO”).
While the design of the MVU system is fairly robust ., MVU’s challenges reside mostly in expanding the existing system to accommodate new developments. The selected bidder will work with developers to expand the distribution system to accommodate their needs. MVU has a reputation for fast and flexible coordination with developers and we need the selected Vendor to maintain this reputation. A number of distribution expansion projects are being considered to ensure that the system continues to serve the community reliably. The selected bidder will perform MVU’s primary engineering functions with a mix of continuous and supplemental services.
Design Services
The Vendor shall be a highly qualified firm experienced in the Electric Utility sector and related regulatory codes for the state of California. The Vendor shall provide design, engineering, and related consulting services necessary to enable City to install, operate and maintain the Electric System, includi ng, without limitation, assistance in preparing requests for qualifications, requests for proposal, technical specifications and other bid documents for the design and construction of City's Electric System and for the procurement of all necessary equipment to be integrated into the Electric System ("Equipment").
Distribution Design
Complete design of new or modifications to existing underground distribution lines. Vendor shall have at least five (5) years of experience designing new or modifications to existing distribution lines in compliance with NESC and California General Order 128. Vendor shall have completed at least five (5) projects within the past five (5) years. Vendor staff shall include civil, electrical, and structural engineers registered in the state of California.
All work shall comply with MVU’s criteria. Electrical underground distribution engineering design services shall include, but are not limited to:
Design control and protective relaying schemes, grounding, conduit & cable systems, and protective relaying of cable installations.
Conductor Replacement - Evaluate existing cable system, review existing conduit systems for needed repairs, perform voltage drop and loading analysis, perform short circuit duty and arc flash analysis, perform conduit fill and pulling tension analysis, project estimation, material lists for equipment, project design package s, project management, and construction coordination.
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Distribution Automation - Site Selection, equipment specifications, electrical system review, civil support work, material lists, project estimation, project design package, construction coordination, Programming and SCADA integration.
Distribution System Expansion - Perform design for new system expansion projects, evaluate streets for appropriate placement of new equipment to avoid conflict with 3rd parties and other city services, ensure appropriate capacity for future expansions, material lists for equipment, project design package, project management, and construction Coordination. Distribution Equipment Replacements - Review existing distribution equipment (ex.
Transformers, switches, cables, etc.), Ensure the new equipment will physically fit in the same location with appropriate working clearance, Material lists for equipment, Project Design package, Project Management, Construction Coordination.
Receiving Station and Substation Design
Complete design of new or modificati ons to existing receiving station and substation facilities. Voltage ratings are either 35kV to 12kV or 115kV to 12kV. Vendor shall have at least five (5) years of experience designing new or modifications to existing stations in compliance with all IEEE s tandards, including IEEE- 693 Recommended Practice for Seismic Design of Substations. Vendor shall have completed at least five (5) projects within the past five (5) years. Vendor staff shall include civil, electrical, and structural engineers registered in the state of California.
SCADA Station, Automation, and Remote Gateway Design
Complete design of new SCADA stations or modification of existing Remote Gateway Units, distribution automation, substation automation, operation technology, networking, and com munication projects.
Vendor shall have at least five (5) years of experience designing new or modifications to existing SCADA Stations and Remote Gateway Units, substation automation or distribution automation systems. Vendor shall have completed at least five (5) projects within the past five (5) years. Vendor staff shall include control system and electrical engineers registered in the state of California. Vendors should have 5 years of integration and testing experience.
System Planning Services
Consulting Services may include, but not limited to;
Prepare new or modify existing engineering and construction standards for Transmission and Distribution (“T&D”), substation and civil construction work. Vendor shall have at least five (5) years of experience.
Distribution planning studies, substation analysis, project and construction management, system modeling and analysis, development of specifications and design and construction standards, cost benefit analysis, distributed generation interconnections, auditing engineering and operational practices, process redesign and streamlining. Forensics examination and analysis of equipment and material failures, cable failures, equipment failures, and property damage resulting from equipment failures, etc., to determine the root cause of the failure. Establishment of formal procedures to collect and analyze failed equipment, materials, and components, provide training for such procedures, develop a data base for the storage and analysis of failures, facilitate preparati on of regular reports summarizing failures, root causes and indicated trends. Environmental impact studies and permitting resources to facilitate MVU compliance with City, State and Federal laws as they apply to construction and operation of power systems.
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Project QA/QC, including inspection of construction to meet specifications and applicable codes, inspection of manufactured equipment per MVU specifications, and witness testing. Conduct studies to explore the feasibility of adding generation to the system. Engineering studies including:
Protection studies and coordination
Load flow and short circuit studies
State estimation studies
Incident energy and arc flash studies
Voltage stability
Grounding studies
Stability studies
Voltage studies
Losses and VAR Requirements
Civil and Structural Engineering
Complete design of new or modifications to existing facilities. Vendor shall have at least five (5) years of experience designing new or modifications to existing civil infrastructure. Vendor staff shall include civil and structural engineers registered in the state of California.
Civil / Structural engineering services such as, but not limited to; Civil, structural, and seismic analysis and design of substructures and structures in underground and overhead dis tribution and substations; including substation structures, underground vaults and duct systems, control buildings and enclosures; Oil containment and drainage facilities;
Security systems. Design, permitting and construction management to install fences, walls, entry control, and electronic surveillance in compliance with CPUC physical security requirements.
Service Planning and Customer Engineering
Complete electric design and manage projects in the area of Service Planning and Customer Engineering.
These projects include but are not limited to private property transformer jobs, large industrial facility projects, Commercial building coordination, electric vehicle infrastructure charging stations, small cellular antenna service applications, maintenance scheduled outages for large and medium customers, etc. These services should also include technical support and customer service duties in support of engineering designs, construction, inspection, and maintenance activities. Vendor should be familiar and obs erve industry standard engineering service requirements, Electric Utility Service Equipment Requirements Committee (EUSERC), National Electric Code (NEC), California Electrical Code and any other state and local codes. Vendor staff shall include electrical engineers registered in the state of California.
The Vendor will produce preliminary estimates for providing service in accordance with Rule 15 and Rule 16 sections of MVU’s “Electric Service Rules, Fees and Charges. ” These charges will be provided to MVU for review and approval prior to being shared with the developer. These estimates become the basis for fees charged to the developer to support the development of plans and inspection of final assets.
Architectural Design
Complete design of new or modifications to existing buildings or facilities. Vendor shall have at least five (5) years of experience designing new or modifications to existing buildings in accordance with the Revision: 05/28/2024
California Building Code. This also includes design services for electric vehicl e (EV) charging facilities including both DC Fast charging and Level 2 (240V) chargers. Vendor shall have completed at least five (5) projects within the past five (5) years. Vendor staff shall include architects, landscape architects, civil, electrical, fire protection, mechanical and structural engineers registered in the state of California and LEED certified professionals.
Additional Services
The Vendor shall provide additional s ervices as required for a comprehensive solution for MVU service planning and supplemental engineering needs. These Services will include the following services.
Construction and Project Management Functions
The selected Vendor will provide construction an d project management services, including field inspections, to verify compliance with project plans and specifications, and as -built record preparations for each scope of work described above in the section above. Vendor shall have at least five (5) years of experience providing construction managements services for utility projects. Field services shall include factory inspections and project on-site inspections, including special deputy inspections, daily inspection logs, daily extra work verifications in accordance with project specifications. Vendor shall have completed at least five (5) projects within the past five (5) years. Vendor staff shall include qualified electric worker inspectors with construction management experience.
Drafting
The selected Vendor must have the ability to perform computer-aided drafting and deliver the engineering designs in the latest version of AutoCAD. The City will provide sample drawings to serve as a template for project drawing preparation.
Vehicles
The selected Vendor is required to provide all transportation vehicles for services including, but not limited to; to and from the City, Field inspections, and to and from required project meetings. No City vehicles will be provided for Vendor use under this Contract. No mil age costs shall be invoiced to the City under this Contract.
Handheld Devices
The selected Vendor is required to provide all handheld/communication devices (e.g. smartphone, tablet, ect.) for services including, but not limited to: communication with offic e staff; access and usage of City- developed application(s). No City devices will be provided for the Vendor use under this Contract.
General Terms and Conditions
Ownership of Materials
All material, including information developed on computer(s), which sh all include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and. other material developed, collected, prepared or caused to be prepared for the City under this Agreement shall be the property of City but the Vendor may retain and use copies thereof for purposes of fulfilling its obligations under this Agreement only. City shall not be limited in any way or at any time in its use of said material.
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Reasonable Cooperation and Coordination
The Parties shall cooperate with each other as may reasonably be required in connection with the transactions contemplated by this Agreement, including furnishing each other with such records, accounts, data, documents and other information and providing reasonable assistance and cooperation in defending, administering or managing any third party claim related to this Agreement. The Parties shall use their best efforts to ensure that all information fu rnished to the other Party is true and correct in all material respects. The Parties will develop policies and procedures for maintenance, storage and mutual access to meter usage data.
Change Order Management
Any additional work identified during the course of the project that is deemed necessary, but outside the original Scope of Services, must be recorded as a Change Order and approved by the Division Manager of Moreno Valley Utility or his designee in writing before work is started.
Customer Care Standards
The Vendor must adhere to the City’s Customer Care Standards (see separate attachment), made part of the RFP , in all interactions with the public and City personnel.
Completion Timelines
The Vendor will be expected to coordinate with developers to gene rate an estimated of the value of improvements required to interconnect with the City’s infrastructure within 3 business days of being provided a site plan showing the intended point of connection from the developer , and load schedules showing the intended demand for the development at each service location. This estimate is intended to be preliminary based on the distance from the closest MVU infrastructure and the level of service being requested by the applicant. This estimate will be provided to MVU for review and approval. Comments from MVU about the estimates shall be incorporated within (1) business day of receiving them. After MVU approval the Vendor will have a maximum of (3) weeks to complete the design for developer interconnection and provide it to MVU for approval. Comments from MVU about the design need to be incorporated after being provided by MVU. A final estimate and final design drawing printed and ready for signature will be provided within (1) week of receiving comments from MVU. Designs are expected to be completed after one round of review and provided to developers for construction.
If the developer opts to pay for the expedited fees, the Vendor will be expected to complete steps listed above in the following timelines:
1) Initial Estimate – (1) day after receiving documents from developer 2) Estimate Comments – same day if provided before 3pm
3) Completed Design for MVU comments – (2) weeks after estimate approval 4) Final Design and Final Estimate – (2) days after receiving comments from MVU
For work conducted under On -Call Services, completion timelines will be agreed to in advance through the Task-Order Form. Each Task-Order Form has a proposed date of completion which will be filled in by MVU, and the Vendor shall fill the agreed date of compl etion after discussion with MVU staff. This date will become the expected completion date which will be the basis for any penalties related to timely completion of work.
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Specific Requirements
The Vendor is required to provide MVU services as requested by the City to support the maintenance and expansion of the electric distribution system. The Vendor will be required to comply with the most current versions of California State General Orders, EUSERC and General Utility Practice when designing utility infrastructure. The Vendor must also be familiar with NEC requirements to coordinate with installations downstream from the meter.
Dedicated MVU staff
The Vendor will provide dedicated staff to MVU, these sta ff primary responsibility will be to support developer projects in the city. These dedicated staff members will be expected to perform supplemental work as directed by the Electric Utility Division Manager when there are no developer projects.
9.5.1.1 One Full-Time Electrical Engineer
a. Must be a PE licensed engineer
b. Schedule Mon-Fri, 8am-5pm
c. Experience working with customer interconnections is desirable d. Experience working with Municipal Utilities is desirable e. Bilingual proficiency (Spanish) is desirable
9.5.1.2 One Full-Time Drafter
a. Minimum of 3 years of experience using AutoCAD software, or evidence of 1 year of formal training in AutoCAD drafting
b. Schedule to be Mon-Fri, 8am-5pm
c. Experience working with ESRI GIS software is desirable d. Experience working with Electric Utility industry is desirable e. Bilingual proficiency (Spanish) is desirable
In addition to providing the staffing above, the Vendor will be required to provide additional staff, as needed, to meet the demands of an increase in workload, in accordance with the calculation for additional costs as referenced in section 3.3 item 2).
On-Call Services
The Vendor will supply on -call services when requested by MVU through Task Order request. These supplemental services will be billed in accordance T ime and Materials Rates in the Pricing Proposal. The Task Order form will provide the Vendor with the date that the requested work should be completed.
Supplemental Services will not be billed to provide staff to meet expanded needs of section 3.1 above.
Compensation
The Electric Utility experiences busy and slow periods of customers requesting to be interconnected. The Vendor will be expected to supplement onsite staff with offsite staff when needed to accommodate developer timelines in accordance with section 1.4 above.
MVU is experiencing a growth in applications and infrastructure, so over the length of the contract, MVU may need more than the proposed full-time staff listed in section 1.5 above. To properly compensate the Vendor if our base work load grows, the Vendor will be compensated on a monthly basis for onsite staff based on the greater of the following two factors:
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1) The Monthly Rate of Full Time staff included in Part A of the Pricing Proposal. 2) The Vendors proposed percentag e of MVU’s billed I mprovement Plans fees, Expedited Improvement Plans fees, and Plan Check of 3rd Party Distribution Designs fees as described in Part B of the Pricing Proposal.
Vendor will receive monthly compensation based on either Part A or Part B of the Pricing proposal. Vendor will never receive compensation based on both schedules in any Month.
The Vendor will be compensated for supplemental services based on the rates agreed to in Part C of the Pricing Proposal.
For Example:
If vendor proposes that in Part A costs shall be:
1) Engineer - $20,000 per month
2) Drafter - $10,000 per month.
If vendor also proposes in Part B costs shall be:
3) Percentage of MVU Fees for Improvement Plans to be paid to Vendor – 85% 4) Percentage of MVU Fees for Expedited Improvement Plans to be paid to Vendor – 85% 5) Percentage of MVU Fees for Plan Check of 3rd Party Distribution Designs to be paid to Vendor – 85%
And in a given month, the billed Improvement Plans fees were $25,000, Expedited Improvement Plans fees were $8,000, and Plan Check of 3rd Party Distribution Designs fees were $4,000.
In that month, the vendor would be paid $33,300, being that their costs assessed under Part B for that month were higher than those assessed under Part A.
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Pricing Terms and Conditions
Pricing Terms and Conditions
A. Quantities: listed Line Items are annual estimates based on historical information or anticipated and may vary significantly. City does not imply or make any commitment to purchase any specific quantity.
B. Term: is for a two-year base period with up to four one-year optional renewals.
C. Price Changes: After the base period, price changes shall be negotiated, but shall not exceed the most recent available 12 -month period for the Riverside -San Bernardino-Ontario, CA Consumer Price Index (CPI) for All Urban Consumers. In the event market conditions cause a significant change in price, the Provider may request relief by providing verifiable documentation for change request at least 30 days in advance of the requested price change date.
D. Unit Price: include all costs including travel and housing to have staff available in Moreno Valley when needed. This price will include materials and equipment reasonably needed to perform work, including but not limited to; computer workst ation, AutoCAD software, cell phone, Microsoft office software, vehicle, etc. Vendor will only charge per the line items on this pricing proposal.
E. Additional Charges: none; do not charge any fees or charges not listed in the Price Sheets.
F. Fixed Prices: prices are fixed for each year of the agreement.
G. Proposal Price Sheet: The awarded Provider’s Price Sheet, as accepted by City, is part of this Agreement.
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EXHIBIT B
CITY RESPONSIBILITIES
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EXHIBIT C
TERMS OF PAYMENT
1. The Vendor's compensation shall not exceed $2,851,395.50.
2. The Vendor will obtain, and keep current during the term of this Agreement, the required City of Moreno Valley business license. Proof of a current City of Moreno Valley business license will be re quired prior to any payments by the City. Any invoice not paid because the proof of a current City of Moreno Valley business license has not been provided will not incur any fees, late charges, or other penalties. Complete instructions for obtaining a City of Moreno Valley business license are located at:
https://moval.gov/departments/financial-mgmt-svcs/svc-biz-license.html
3. The Vendor will electronically submit an invoice to the City on a monthly basis for progress payments along with documentation evidencing services completed to date. The progress payment is based on actual time and materials expended in furnishing authorized professional services since the last invoice. At no time will the City pay for more services than have been satisfactorily completed and the City’s determination of the amount due for any progress payment shall be final. The Vendor will submit all original invoices to Accounts Payable staff at [email protected] a. Accounts Payable questions can be directed to (951) 413-3073. b. Copies of invoices may be submitted to the Electric Utility Division at [email protected] or calls directed to (951) 413-3500.
4. The Vendor agrees that City payments will be received via Automated Clearing House (ACH) Direct Deposit and that the required ACH Authorization form will be completed prior to any payments by the City. Any invoice not paid because the comp leted ACH Authorization Form has not been provided will not incur any fees, late charges, or other penalties. The ACH Authorization Form is located at:
http://www.moval.org/city_hall/forms.shtml#bf
5. The minimum information required on all invoices is:
a. Vendor Name, Mailing Address, and Phone Number
b. Invoice Date
c. Vendor Invoice Number
d. City-provided Reference Number (e.g. Project, Activity) e. Detailed work hours by class title (e.g. Manager, Technician, or Specialist), services performed and rates, explicit portion of a contract amount, or detailed billing information that is sufficient to justify the invoice amount; single, lump amounts without detail are not acceptable.
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6. The City shall pay the Vendor for all invoiced, authorized professional services within thirty (30) days of receipt of the invoice for same.
7. Reimbursement for Expenses . Vendor shall not be reimbursed for any expenses unless authorized in writing by City.
8. Maintenance and Inspection. Vendor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Vendor shall allow a representative of City during normal business hours to exami ne, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Vendor 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.
9. Non-Performance Damages/Penalties. The Vendor have agreed to non -performance damages/penalties with respect to Vendor’s failure to complete the Work within the Agreement Time intervals and/or frequencies as set forth in this agreement and/or in the Scope of Work, or as directed by the City. For each of the categories set forth hereinabove, the penal sum of 1% of the total Agreement amount per working day will be assessed for each working day the deficiencies remain uncorrected. If non -performance damages/penalties are to be assessed, the Vendor will be notified immediately by written email, facsimile transmission, letter, or by telephone. The Vendor will not be assessed non- performance damage/penalties for delays caused by the City or are deemed outside the Vendor’s control by the City.
Vendor and City acknowledge and agree that the amount of such non -performance damages/penalties are impossible to ascertain as of the date of execution hereof and have agreed to such non-performance damages/penalties to fix the City's damages and to avoid later disputes. It is understood and agreed by Vendor that non -performance damages/penalties payable pursuant to this Agreement and that such amounts are not manifestly unreasonable under the circumstances existing as of the date of execution of this Agreement.
It is further mutually agreed that the City will have the right to deduct non -performance damages/penalties against progress payments or retainage and that th e City will issue a Change Order and reduce the Agreement Price accordingly. In the event the remaining unpaid Agreement Price is insufficient to cover the full amount of non -performance damages/penalties, Vendor shall pay the difference to the City.
City may at any time deduct non -performance damages/penalties as are payable hereunder from money due or to become due to Vendor, or pursue any other legal remedy to collect such non -performance damages/penalties from Vendor and/or its Insurance, Surety, etc.. Neither the City's failure or delay in deducting non -performing damages/penalties from payments otherwise due Vendor, nor City's failure or delay in Revision: 05/28/2024
notifying Vendor of the accrual of non-performance damages/penalties, shall be deemed a waiver of City's right to non-performance damages/penalties.
City's rights under this Section shall not be interpreted as precluding or limiting:
1) any right or remedy of City arising from an event of Vendor default other than a failure to complete the Work within the Agreement Time; or 2) City's right to order an acceleration, at Vendor's expense, of performance of the Work to overcome delay, including, without limitation, a delay for which City has the right to assess and/or accrue non-performance damages/penalties.
The ava ilability of non -performance damages/penalties shall not limit City's right to terminate the Vendor's performance and accrual and/or assessment of non-performance damages/penalties does not constitute a waiver of such rights.
10. Compensation.
Part A.
Line Item Description Quantity
(annual
estimate)
Unit of
Measure
Unit Cost
1 Monthly Rate for Onsite Electric
Engineer (PE Required)
12 months $ 36,412.50
2 Monthly Rate for Onsite Drafter 12 months $ 25,862.50
Part B.
Line Item Description Unit of
Measure
Unit
Percentage
3 Percentage of MVU Fees for Improvement Plans to
be paid to Vendor
% 85%
4 Percentage of MVU Fees for Expedited
Improvement Plans to be paid to Vendor
% 85%
5 Percentage of MVU Fees for Plan Check of 3rd Party
Distribution Designs to be paid to Vendor
% 85%
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Part C.
Line Item Description Unit of
Measure
Unit Cost
6 Service Planner $/hr 136.56
7 Project Manager (PMP Licensed) $/hr 201.88
8 Senior Electrical Engineer (8+ years of experience and PE)
$/hr 225.63
9 Electrical Engineer (PE licensed Engineer) $/hr 184.06 10 Associate Electrical Engineer $/hr 136.56
11 Drafter $/hr 116.38
12 GIS Technician $/hr 104.5
13 Senior Civil Engineer (8+ years of experience and PE) $/hr 237.5 14 Civil Engineer (PE licensed Engineer) $/hr 207.81
15 Associate Civil Engineer $/hr 178.13
16 Senior Structural Engineer (8+ years of experience
and PE)
$/hr 296.88
17 Structural Engineer (PE licensed Engineer) $/hr 237.5 18 SCADA & Automation Professional $/hr 154.38
19 Senior Architect (CA Licensed) $/hr 237.5