1 AG
REEMENT WITH T.R. HOLLIMAN & ASSOCIATES TO PROVIDE ON-CALL
ENGINEERING TECHNICAL SUPPORT SERVICES FOR THE CITY OF SANTA ANA TH
IS AGREEMENT is made and entered into this 21st day of January, 2025 by and between T.R.
Holliman & Associates, Inc., a California corporation (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).
RECITALS
A. T
he City desires to retain a Consultant having special skill and knowledge to provide technical support for multiple water and sewer related projects on an on- call basis and implement a template for the completion of the City ’s Cross Connection Control Program Handbook (CCCPH).
B.
Consultant represents that it is able and willing to provide such services to the City.
C. I
n undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field.
NO
W THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:
1. S
COPE OF SERVICES
a. C
onsultant shall perform the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services – Exhibit A, attached hereto and incorporated by reference.
2. CO
MPENSATION
a. C
ity agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total sum to be expended under the term of this Agr eement, including any extension period, shall not exceed $50,000, and is comprised of the base amount of $49,500 and a contingency amount of $500 for any additional services, to be exercised at the City’s sole discretion.
b. P
ayment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.
City and Consultant agree that all payments due and owing under this Agreement shall be made th rough Automated Clearing House (ACH) transfers. Consultant agrees to execute the City’s standard ACH Vendor Payment Authorization and EXHIBIT 1
2 provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant’s account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and continue for a one (1) year term, unless terminated earlier in accordance with Section 17, below.
4. INDEPENDENT CONSULTANT
Consultant shall, during the entire term of this Agreement, be construed to be an independent consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in whi ch Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non -exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fi xed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all sub contractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the sub contractor prepares under this Agreement.
Consultant represents and warrants that Consultant has t he legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant.
3 MINIMUM SCOPE AND LIMIT OF INSURANCE
1. Commercial General Liability (CGL) : Insurance Services Office Form CG 00 01covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies.
2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance.
3. Workers’ Compensation (W/C) : as required by the State of California, with Statutory Limits, and Employer’s Lia bility Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance.
4. Professional Liability Insurance (PL): with limits no less than $2,000,000 per occurrence or claim, and $4,000,000 aggregate.
If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Where the policy limits are greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference in to the Agreement.
Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following provisions:
1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant’s CGL, PL, and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations.
2. Consultant and its Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of the CGL, AL, PL, and W/C policies, arising from work performed by Consultant under this Agreement.
3. For any claims related to this contract, Consultant’s insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.
4 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.
5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non- renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City.
Ten (10) days prior written notice shall be provided to City for policy cancellation or non- renewal due to non-payment of premium.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Public Works Agency, M-21, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate.
Self-Insured Retentions
Self-insured retentions must be dec lared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City.
Verification of Coverage
Consultant sha ll furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant’s obligation to provide them.
City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
8. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the
Consultant or its subcontractors, agents, employees, or other persons 5 acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The
Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees a nd costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.
Notwithstanding the foregoing, to the extent Consultant ’s s ervices are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney’s fees, for infringement of any United States’ letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.
10. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disburse ments charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.
11. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of s uch information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transfe rred orally, visually, electronically, or by other means. Confidential 6 information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.
12. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.
13. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:
To City:
City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
With courtesy copies to:
Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, CA 92702
To Consultant:
T.R. Holliman & Associates
3543 Citrus Street
Highland, CA 92346
Attn: Thomas R. Holliman
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, 7 communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For pur poses of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded.
14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.
15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant , Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City’s prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s abilit y to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and 8 Contractor consents to the City's use thereof for s uch purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.
18. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement.
Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
19. JURISDICTION-VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
20. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of Ca lifornia, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
ATTEST: CITY OF SANTA ANA:
________________________ ____________________________ Jennifer Hall Alvaro Nuñez
City Clerk City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO CONSULTANT :
City Attorney
By: _____________________ _________________________
Kyle Nellesen Thomas R. Holliman
Assistant City Attorney President/Managing Engineer
RECOMMENDED FOR APPROVAL:
____________________________
Nabil Saba
Executive Director
Public Works Agency
Nabil Saba
Digitally signed by Nabil
Saba
Date: 2025.01.06 11:44:17
-08'00'
10 EXHIBIT A
SCOPE OF SERVICES/COMPENSATION
3543 Citrus Street, Highland, CA 92346 | T 909.573.6802 | www.trholliman.com
October 27, 2024
Ms. Heidi Chou
City of Santa Ana
Public Works Agency
220 S. Daily Avenue, M-85
Santa Ana, CA 92703
SUBJECT: Proposal for On-call Engineering Technical Support
Dear Ms. Chou,
T.R. Holliman and Associates, Inc. (TRHA) is pleased to provide our proposal to provide technical support to the City of Santa Ana for multiple projects, on an on- call basis. The City of Santa Ana is currently working with multiple agencies to implement a template for the completion of the City’s Cross Connection Control Program Handbook (CCCPH), which is due July 1, 2025 , and has indicated the City would like to have TRHA assist in that effort. In addition, TRHA has provided onsite supervisor training, as well as developing technical reports for different options for the City to implement alternative water supplies. It is our understanding that the City would like to retain the services of TRHA to help support its ongoing and planned water resources projects.
Understanding
TRHA team’s previous work with the City of Santa Ana includes preparing the City’s Recycled Water Master Plan, assisting with identifying potential recycled water conversions, mapping all existing recycled water sites in the City, and providing onsite supervisor training. TRHA has most recently developed technical memorandum addressing the feasibility of constructing a shallow groundwater extraction project and a satellite recycled water production plant. TRHA has worked closely with City staff over the last 5 years, and it is our understanding that the City is seeking an on-call contract to allow TRHA to continue to provide support.
Proposed Staff Members
We are proposing the services of Mr. Tom Holliman, PE, QSD/QSP, Env SP to service as Senior Project Manager for the on-call assignments. He previously served as Director of Engineering/Planning for the Long Beach Water Department, District Engineer/Assistant General Manager for the Water Replenishment District of Southern California, and recently Engineering and Operations Manager for the East Valley Water District. Mr. Holliman has also held senior technical and management positions in private consulting firms. He is accomplished in all facets of agency administrative functions from development of agency budgets, developing RFP’s for major capital projects, and working closely with elected and appointed agency Board of Directors.
Mr. Holliman is an AWWA Cross -Connection Control Program Specialist, Certification No. 02726, USC Cross Connection Control Program Specialist. Mr. Holliman has also been an Adjunct Instructor for San Bernardino Valley College, where he taught Cross Connection Control. His professional registrations include: Professional Civil Engineer, California; AWWA Cross Connection Control Program Specialist; USC Cross Connection Control Program Specialist; Qualified SWPPP Developer (QSD) and Practitioner (QSP); and an Envision SP.
3543 Citrus Street, Highland, CA 92346 | T 909.573.6802 | www.trholliman.com
Joining Mr. Holliman will be Mr. John Robinson, John Robinson Consulting, as Principal Planner. Mr.
Robinson’s over 30 years of environmental engineering experience has focused exclusively on water reclamation, wastewater engineering, and wastewater master plan projects for municipalities in California and Arizona. He has been the Principal -in-Charge or Project Manager for infrastructure projects that include feasibility/master studies and planning, preliminary and final designs, bidding, construction management, and commissioning. His project experience includes 15 new water reclamation and wastewater facilities, 4 groundwater treatment projects, 300 miles of sewer, potable water, and recycled water pipeline designs, 15 pump stations, 12 groundwater wells and 10 reservoirs and 45 master plans for water, sewer, and recycled water.
During his career he has completed over 550 recycled water customer conversions (i.e., water through the meter) as well as completed an additional 2,000 recycled water customer conversion assessments.
He specializes in assisting clients with identifying and assessing customers, evaluating potential non- potable reuse system components as well as managing the customer development for all customer conversions; developing recycled water conversion plans, working with customers, and developing conversion construction costs. Mr. Robinson has developed and conducted training seminars for both client staff as well as end use customers. He is particularly adept at working closely with SWRCB DDW and OCHCA for coordination of site issues and approvals and understands how to make the regulatory approval process go smoothly.
Mr. Holliman and Mr. Robinson recently completed a Draft Cross -Connection Control Plan for Jurupa Community Services District (JCSD) that incorporated all the requirements of the Handbook. The document was submitted to SWRCB DDW – San Diego Office and a meeting to discuss comments was completed in early March 2024. Based on that work, Mr. Holliman and Mr. Robinson will be completing the Draft Template CCCP as it provides a framework that can be provided to the Irvine Ranch Water District and twenty other Orange County public water suppliers, including the City of Santa Ana.
Proposed Scope of Services
Based on conversations with City staff we expect that the on-call assignments under this contract would include, but not be limited to;
• Preparing the City of Santa Ana’s Cross Connection Control Program Handbook, due by July 1, 2025
• Providing onsite supervisor training for existing recycled water sites • Assistance with water-related grants, as needed
• Providing support in developing options for existing GAP sites if GAP is no longer available to the City of Santa Ana with recycled water
• Reviewing other water supply options
• Technical support as needed for all other water and sewer related programs in the City
Proposed Staff Positions and Hourly Rates
Based on our understanding of the types of on-call assignments that the City will request TRHA support, we anticipate the following staff positions will be needed. Hourly rates are shown with each classification.
3543 Citrus Street, Highland, CA 92346 | T 909.573.6802 | www.trholliman.com
Positions/Hourly rates:
Thomas Holliman – Senior Project Manager ($210/hour)
John Robinson – Principal Planner ($180/hour)
SR. GIS/CAD Technician ($135/hour)
Sr Admin/Grant Admin ($110/hour)
ODC’s per task order to be determined.
Task Orders
It is our understanding that for each task order the City will request a scope, budget, and schedule. Once the task order is approved, TRHA will begin work on the task order. Each task order will be tracked exclusive of other task orders under the on- call contract. The total requested budget for this work is $49,500.
We look forward to continuing to work with City staff and providing technical support for the City’s technical programs. If there is any other information you require, please let us know. If you have any questions, please contact me directly at (909) 573-6802, or by email at [email protected].
Sincerely,
Thomas R. Holliman, PE
President/Managing Engineer