ATTACHMENT A
CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT
BY AND BETWEEN
VICTORVILLE WATER DISTRICT
AND
LARRY WALKER ASSOCIATES, INC.
FOR
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM PERMIT
PREPARATION FOR EXCESS RECYCLED WATER DISCHARGE,
PROJECT CC25-033
THIS CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT for reiere purpose only, is end the and entered into by ada botween the VICTORVILE WATER DISTRICT, a County water district and subsidiary district of the City of Victorville, organized and existing in the County of San Bernardino under and by virtue of the laws of the State of California, hereinafter referred to as the "District", and Larry Walker Associates, Inc., a California corporation, hereinafter referred to as "Consultant." District and Consultant are sometimes hereinafter referred to individually as a "Party" and collectively referred to as the "Parties."
RECITALS:
WHEREAS, the District requires Consultant/Professional Services to provide National Pollutant Discharge Elimination System (NPDES) Permit Preparation for Excess Recycled Water Discharge; and
WHEREAS, Consultant represents that it is fully qualified to perform the consulting and/or professional services required for performance under this Agreement by virtue of its experience and the training, education and expertise of its principals and its employees; and WHEREAS, in light of the facts set forth above, the District desires to retain the services of a qualified Consultant to provide, on an independent contractor basis, National Pollutant Discharge Elimination System (NPDES) Permit Preparation for Excess Recycled Water Discharge; and
NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND
PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE
CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth fully herein.
Section 2. CONSULTANT'S PROPOSAL
Consultant shall provide to the District those services set forth in the Consultant's 1 Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 Proposal, attached hereto as Exhibit "A" , and incorporated as part of this Agreement by this reference.
Section 3. COMPENSATION
The District shall pay to Consultant a sum not to exceed Four Hundred Ninety-nine Thousand Two Hundred Seventy-two and 00/100 Dollars ($499,272.00) for faithful performance of the services to be rendered under this Agreement, subject to the Consultant's Proposal provisions of Section 4, below. No expense reimbursements, including, but not limited to, reimbursements for travel, parking, lodging, and/or meals shall be paid to Consultant unless such expense reimbursements: (i) are specifically provided for and described by nature and type in Exhibit "A", below; (ii) appear on Consultant's monthly invoices to District; (iii) are supported by the appropriate receipts and other such documentation as the District shall require; and (iv) are directly related to the Scope of Services to be performed under this Agreement. In addition, any and all reimbursements shall be made in accordance with any District policy governing same.
Section 4. CONSULTANT'S PROPOSAL
The District shall pay Consultant as provided in the Consultant's Proposal, attached hereto as Exhibit "A", and incorporated as part of this Agreement by this reference. The provisions of Exhibit "A" notwithstanding, in order to receive payments, Consultant shall be required to submit to the District detailed monthly invoices which include, if applicable, a description of all services/tasks performed, the number of hours expended on each service/task, the name of the person performing the service/task, and expense reimbursement information, if any, as required by Section 3, above. Provided that services have been satisfactorily rendered, invoices shall be paid by the District approximately thirty (30) working days following receipt of Consultant's invoice.
Section 5. RESERVED
Section 6. TERM OF AGREEMENT
This Agreement shall be for an Initial Term of Three (3) years commencing on the date of full execution of the Agreement (the "Commencement Date") and expiring on Three (3) years from the Commencement Date (the "Termination Date") (the "Term"), unless terminated earlier pursuant to Section 21 of this Agreement. From and after the Termination Date, and upon subsequent agreement by the Parties, this Agreement may continue on a month-to-month basis until terminated pursuant to Section 21 below.
Section Z. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the Parties that Consultant is an independent contractor and not an employee, agent, joint venture, or partner of the District. Nothing in this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the District and Consultant or any employee or agent of Consultant. Both Parties acknowledge that Consultant is not an employee for state or federal tax purposes or any other purpose. Consultant shall retain the right to perform services for others during the term of this agreement.
2 Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 Section 8. REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR'S STATUS OF
CONSULTANT
a. Consultant represents and acknowledges the following:
The District is not required to provide any training or legal counsel to Consultant or its employees in order for Consultant to perform the services described in this Agreement.
Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the District.
The services described in this Agreement can be performed without the use of District equipment, materials, tools, or facilities, unless otherwise provided under a separate agreement.
(4) Nothing in this Agreement shall be interpreted to imply that the District must maintain any contractual relationship with Consultant on a continuing basis after termination of this Agreement.
(5) The District will not be requested or demanded to assume any liability for the direct payment of any salary, wage, or other such compensation to any person employed by Consultant to perform the services described in this Agreement.
Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are employees of the District. b. The District represents and acknowledges the following:
Consultant is solely responsible for determining who, under the supervision or direction of Consultant, will perform the services set forth in this Agreement. (2) The District will not hire, supervise, or pay any employees or assistants working for Consultant pursuant to this Agreement.
(3) Nothing in this Agreement shall be interpreted to imply that Consultant must maintain any contractual relationship with the District on a continuing basis after termination of this Agreement.
(4) It is the sole responsibility of Consultant to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement.
Consultant is not required to devote full time to the business operations of the District in order to perform the services set forth in this Agreement. (6) Unless deemed necessary under certain circumstances, Consultant is not required to perform the services set forth in this Agreement at City Hall or on District-owned property.
Other than attendance at required public meetings and public hearings, and complying with the provisions of the Consultant's Proposal set forth in Exhibit A and any Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 procedural requirements set forth by law, Consultant is not required to perform the services set forth in this Agreement in any particular order or sequence.
Nothing in this Agreement shall be interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest.
Section 9. NOT AGENT OF THE DISTRICT
Nothing contained in this Agreement shall be deemed, construed, or represented by the District or Consultant or by any third person to create the relationship of principal and b. Consultant shall have no authority, express or implied, to act on behalf of the District in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind the District to any obligation whatsoever.
Section 10. LICENSES AND PERMITS
Consultant represents that it has obtained and will maintain at all times during the Initial Term (and during the Option Period, if applicable) of this Agreement all business licenses, including but not limited to a City of Victorville business license, professional licenses or certifications, or permits necessary for performing the services described in this Agreement.
Section 11. STANDARD OF PERFORMANCE; WARRANTY
Consultant agrees to perform all services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing similar services under similar conditions in the same or similar locality. Such services shall also be performed in a manner which is reasonably satisfactory to Fred A. Bonilla, P.E., City Engineer, or his designee. b. By executing this Agreement, Consultant warrants that it:
(1) Has thoroughly investigated and considered the services and work to be performed;
(2) Has investigated the issues regarding the scope of services to be provided;
(3) Has carefully considered how the services and related work should be performed; and
(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.
Section 12. FAMILIARITY WITH WORK
Should Consultant discover any latent or unknown conditions materially differing from those inherent in the services or as represented by the District, Consultant shall immediately inform the District of such fact and shall not provide any services, except at Consultant's risk, 4 Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 until written instructions are received from Fred A. Bonilla, P.E., City Engineer, or his designee.
Section 13. CONFLICTS OF INTEREST
Consultant covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Consultant's services under this Agreement. Consultant further covenants that in the performance of services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the District determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the District Secretary's Office pursuant to the written instructions provided by the District Secretary.
Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the District.
Section 14. COMPLIANCE WITH LAWS
Consultant shall comply with all local, state, and federal laws and regulations applicable to the services to be rendered hereunder, including any rule, regulation, or bylaw governing the conduct or performance of Consultant or its employees, officers, or board members.
Section 15. COMMERCIAL GENERAL AND AUTOMOBILE LIABILITY
INSURANCE
a. Consultant shall procure and maintain at its own expense, during the Initial Term of this Agreement (and during the Option Period, if applicable), Commercial General Liability Insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss, or damage resulting from the wrongful or negligent acts by Consultant or its officers, employees, servants, volunteers, and agents and independent contractors.
Consultant shall further procure and maintain, at its own expense, during the Initial Term of this Agreement, (and during the Option Period, if applicable), Commercial Vehicle Liability Insurance covering personal injury and property damage, of not less than One Million Dollars ($1,000,000) combined single limit, covering any vehicle utilized by Consultant or its officers, employees, servants, volunteers, agents and independent contractors in performing the services required by this Agreement.
Section 16. WORKERS' COMPENSATION INSURANCE
a. Consultant shall procure and maintain at its own expense, during the Initial Term of this Agreement (and during the Option Period, if applicable), Workers' Compensation Insurance, providing coverage as required by the California State Workers' Compensation Law. b. If any class of employees employed by the Consultant pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the District.
5 Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 Section 17. PROFESSIONAL LIABILITY INSURANCE
Professional Liability Insurance or Errors and Omissions insurance as appropriate to Consultant's profession shall be required and written on a policy form specifically designed to provide coverage for and protect against the negligent acts, errors and omissions of the Consultant in the performance of the services required by this Agreement. A minimum limit of $1,000,000 per claim and in the aggregate must be provided.
Section 18. ADDITIONAL INSURED
Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, all insurance policies, except for the Workers' Compensation and Professional Liability, shall be endorsed to name the District, the City of Victorville, their officers, employees, servants, volunteers, agents and independent contractors, including, without limitation, the District Legal Counsel, as Additional Insureds.
Section 19. WAIVER OF SUBROGATION RIGHTS
Consultant shall require the carriers of all required insurance policies, with exception to Professional Liability, to waive all rights of subrogation against the District, the City of Victorville, and their officers, employees, servants, volunteers, agents, and independent contractors and subcontractors. Each policy of insurance shall be endorsed to reflect such waiver.
Section 20. PROOF OF INSURANCE COVERAGE; REQUIRED
ENDORSEMENTS
Consultant shall secure from a good and responsible company or companies authorized to transact insurance business in the State of California, the policies of insurance required by this Agreement and furnish to the Clerk certificates of insurance evidencing the required coverage, and policy endorsements at least one (1) business day prior to the commencement of any services to be performed under this Agreement. b. The policies and certificates of insurance shall be endorsed to provide that in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, the District shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. In the case of cancellation for non-payment, ten (10) days advance written notice shall be given.
C. Each policy and certificate of insurance shall be endorsed to provide that the policy shall not be terminated or expire without first providing thirty (30) days written notice to the District of such termination or expiration.
d. Each policy and certificate of insurance shall be endorsed to provide that the policy will be maintained throughout the Initial Term (and during the Option Period, if applicable), of this Agreement.
e. The commercial general liability and vehicle liability policies shall be endorsed to contain the following provision: "For any claims related to this contract, the Consultant's insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the District, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the District, its officers, officials, employees, or 6 Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 volunteers shall be excess of the Consultant's insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies." Section 21. TERMINATION OR SUSPENSION
a. This Agreement may be terminated or suspended without cause by either Party at any time, provided that the Party initiating the termination provides the other Party at least thirty (30) days advance written notice of such termination or suspension. In the event of such termination, the District shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
This Agreement may be terminated or suspended with cause by either Party at any time, provided that the Party initiating termination provides the other Party at least ten (10) days advance written notice of such termination or suspension. In the event of such termination, the District shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
Section 22. TIME OF THE ESSENCE
Time is of the essence in the performance of this Agreement.
Section 23. INDEMNIFICATION
a. Except as set forth in Subsection b of this Section 23, and to the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the District, its officers, employees, representatives, and agents (the "District Indemnitees"), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and reasonable attorneys' fees, for any personal injuries, deaths, or property damage, including property owned by the District (collectively "Claims) which may arise out of Consultant's negligence or willful misconduct in the performance of the services described in this Agreement, unless such Claims are proven to be caused by the negligence or willful misconduct of the District Indemnitees.
b. The provisions of this Subsection b apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 ("Design Professional"). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. (1) Notwithstanding the provisions of Subsection a above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the District Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement. (2) In no event shall the costs of defense charged to Consultant exceed the Consultant's proportionate percentage of fault, except as otherwise set forth in said Civil Code 7 | Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 section 2782.8, the provisions of which are incorporated into this Agreement by this reference.
Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the District Indemnitees.
The District does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the District, or the deposit with the District, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.
d. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.
Section 24. REPORTS
Upon request by Fred A. Bonilla, P.E., City Engineer, or his designee, or as otherwise required by this Agreement, including but not limited to, the Scope of Services set forth in Exhibit "A", Consultant shall prepare and submit reports to the District concerning Consultant's performance of the services required by this Agreement.
Section 25. RECORDS
a. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable Fred A. Bonilla, P.E., City Engineer, or his designee, to evaluate the cost and the performance of such services. b. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.
C. Fred A. Bonilla, P.E., City Engineer, or his designee, shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
Records and supporting documents pertaining to the use of funds paid to Consultant hereunder shall be retained by Consultant and made available to Fred A. Bonilla, P.E., City Engineer, or his designee, for purposes of performing an audit for a period of five (5) years from the date of termination of this Agreement.
Section 26. RESERVED
Section 27. CONFIDENTIALITY; OWNERSHIP OF WORK
a. Any and all documents and information obtained from the District or prepared by Consultant for the District shall be kept strictly confidential unless otherwise provided by applicable law. All District data, documents and information shall be returned to the District upon termination of the Agreement.
Any drawings, specifications, reports, records, documents, or other materials prepared by Consultant in the performance of services under this Agreement shall not be Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 released publicly without the prior written approval of Fred A. Bonilla, P.E., City Engineer, or his designee, as required by applicable law.
C. Consultant shall not disclose to any other entity or person any information regarding the activities of the District, except with the prior written approval of Fred A. Bonilla, P.E., City Engineer, or his designee, or as required by applicable law. d. All original documents, reports, designs, computer files and all other materials prepared by Consultant in the course of performing the services pursuant to this Agreement, whether completed or in progress, are the property of the District and shall be surrendered to the District upon the completion of Consultant's services or when requested by Fred A. Bonilla, P.E., City Engineer, or his designee. Such materials may be used, reused or otherwise disposed of by the District without the permission of Consultant. e. Consultant's covenants under this Section 27 shall survive the termination of this Agreement.
Section 28. PRINCIPAL REPRESENTATIVES
Betsy, Elzufon, Associate Engineer, or her designee, is designated as the principal representative of Consultant for purposes of communicating with the District on any matter associated with the performance of the services set forth in this Agreement. b. Fred A. Bonilla, P.E., City Engineer, or his designee, shall be the principal representative of the District for purposes of communicating with Consultant on any matter associated with the performance of the services set forth in this Agreement.
C. Either Party may designate another individual as its principal representative by giving written notice of such designation to the other Party.
Section 29. MODIFICATIONS AND AMENDMENTS; EXTRA SERVICES a. This Agreement may be modified or amended only by a written instrument signed by both Parties.
b. During the Initial Term, the District may request that the Consultant perform Extra Services. As used herein, "Extra Services" means any services, which are determined by the District to be necessary for the proper completion of National Pollutant Discharge Elimination System (NPDES) Permit Preparation for Excess Recycled Water Discharge, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. A written instrument signed by both Parties shall be required to authorize performance of and payment for Extra Services.
Section 30. ENTIRE AGREEMENT
This Agreement supersedes any and all prior or contemporaneous agreements, either oral or written, between the District and Consultant with respect to the subject matter of this Agreement.
This Agreement contains all of the covenants and agreements between the Parties with respect to the subject matter of this Agreement, and each Party to this Agreement 9 Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any Party, except those covenants and agreements in this Agreement.
C. No agreement, statement, or promise with respect to the subject matter of this Agreement, which is not contained in this Agreement, or in a valid modification or amendment to this Agreement, shall be valid or binding on either Party.
Section 31. AMBIGUITIES
This Agreement is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them.
Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Agreement.
Notwithstanding the foregoing, the Parties agree that Exhibit "A" are attached hereto for reference purposes and to the extent there are any ambiguities, inconsistencies or conflicts between the terms of this Consultant/Professional Services Standard Provider Agreement and Exhibit "A" the terms of this Consultant/Professional Services Standard Provider Agreement shall control and nothing set forth in Exhibit "A" shall be deemed to supersede any of the provisions of this Consultant/Professional Services Standard Provider Agreement.
Section 32. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the Parties as follows:
To the District: Fredy A. Bonilla, P.E. City Engineer
Engineering Department
City of Victorville
14343 Civic Drive
Victorville, CA 92392
To Consultant: Brian Laurenson, Executive Vice President Larry Walker Associates, Inc.
1480 Drew Avenue, Suite 100
Davis, CA 95618
b. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.
Section 33. NON-LIABILITY OF DISTRICT OFFICERS AND
EMPLOYEES
No officer or employee of the District shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by the District or for any amount, which may become due to Consultant or to its successors), or for any breach of any obligation of the terms of this Agreement.
10 Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 Section 34. REVIEW BY ATTORNEYS
Each Party hereto has had its attorney(s) review this Agreement and all related documents. Each Party hereto has consulted with its attorney(s) and has negotiated the terms of this Agreement based on such consultation.
Section 35. WAIVER
a. No waiver shall be binding unless executed in writing by the Party making the waiver.
b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision.
Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of such provision or any of the remaining provisions of this Agreement
Section 36. ASSIGNMENT
This Agreement shall not be assigned by either Party without prior written consent of the other Party.
Section 37. CARE OF WORK
The performance of services by Consultant or the payment of money by the District shall not relieve Consultant from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to the District, when such incomplete, inaccurate or defective work is due to the negligence of Consultant.
Section 38. CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.
Section 39. SUCCESSORS, HEIRS, AND ASSIGNS
Except as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties to this Agreement and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties.
Section 40. GENDER
In this Agreement, unless the context clearly requires otherwise, the masculine, feminine and neuter genders and the singular and the plural shall include one another. 11 Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 Section 41. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs, or sections contained herein is declared invalid, void, or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair, or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein.
Section 42. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the Parties under this Agreement, shall be construed pursuant to and in accordance with California law.
Section 43. DEFAULT
Failure or delay by any Party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the Party who is otherwise claimed to be in default by the other Party commences to cure, correct, or remedy the alleged default within fifteen (15) days after receipt of written notice specifying such default and shall diligently complete such cure, correction, or remedy, such Party shall not be deemed to be in default hereunder.
The Party claiming that a default has occurred shall give written notice of default to the Party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured Party shall have no right to exercise any remedy for a default hereunder without Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
d. In the event that a default by any Party to this Agreement may remain uncured for more than fifteen (15) days following written notice, as provided above, the injured Party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings.
Section 44. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party.
Section 45. VENUE
All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in San Bernardino County, California.
12 Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 Section 46. ATTORNEYS' FEES
In the event any action, suit, or proceeding is brought for the enforcement of, or the teclaration of any right or obligation pursuant torevis ing Party such sure out of edits alr reach of any provision of this Agreement.
e entitled to recover its costs and expenses, including reasonable attorneys' fees, from the losing Party, and any judgment or decree rendered in such a proceeding shall include an awar thereof.
Section 47. EFFECTIVENESS OF AGREEMENT
This Agreement shall not be binding upon the District, until signed by the authorized representative(s) of Consultant, approved by the District's Risk Manager, and executed by the authorized District personnel or Mayor.
Section 48. REPRESENTATIONS OF PARTIES AND PERSONS
EXECUTING AGREEMENT
Each of the Parties to this Agreement hereby represents that all necessary and ppropriate actions of their governing bodies have been taken to make this Agreement indina oblidation of each of the Parties heret
The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the Parties each purports to represent.
Section 49. COUNTERPARTS
This Agreement may be executed by the Parties in counterparts, and when executed by each of the Parties, each counterpart shall be deemed to be a part of this Agreement. (END OF THIS PAGE)
13 Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates written below.
VICTORVILLE WATER DISTRICT LARRY WALKER ASSOCIATES, INC.
By: By: _
Elizabeth Becerra, Brian Laurenson,
District Chairman Executive Vice President
Dated: Dated:
ATTEST
By: _
Jennifer Thompson,
District Secretary
Dated:
By:
Sandra Bostick,
District Risk Manager
Dated:
APPROVED AS TO STANDARD FORM:
By:
Andre de Bortnowsky,
District Legal Counsel
Dated:
14 Consultant Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033
EXHIBIT A
SCOPE OF SERVICES/
CONSULTANT'S PROPOSAL
See Attachment
15 Consultant Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 EXHIBIT A, SCOPE OF SERVICES/CONSULTANT'S PROPOSAL, PROJECT CC25:033 LWA
COST
PROPOSAL
16/Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 EXHIBIT A, SCOPE OF SERVICES/CONSULTANT'S PROPOSAL, PROJECT CC25-033 Larry Walker Associates, Inc. Cost Proposal Prepared for:
Victorvilie Water District
Cost Proposal for National Pollutant Discharge Elimination System (NDES) Permit Preparation for Excess Recycled Water Discharge, CC25-033 Larry Walker Associates, Inc., in association with Water Systems Consulting (WSC) and Tom Dodson and Associates (TDA) would like to submit the following cost proposal for the District's consideration. All direct and indirect costs, personnel hourly, and total estimated hours to complete each task by labor classification are provided in Table C-1 below. The cost of services for this contract is not to exceed $499,272. The not-to-exceed values are presented below and in Table C-1. • Task 1. Project Kickoff Meeting: $13,644
• Task 2. Review and Compile Data and Information: $9,216 • Task 3. Evaluate Discharge Options: $80,694
• Task 4. RPA/Effluent Limit Calculation: $4,598
• Task 5. Coordinate with Regional Board and Other Interested Parties: $93, 430 • Task 6. Prepare Report of Waste Discharge: $7,082
• Task 7. Prepare Supplemental Information: $63,532
• Task 8. NPDES Permit Issuance: $32,173
• Task 9. Environmental Permitting: 115,830
• Task 10. Project Management: $79,055
EARRY WALKER ASSOCIATES
NDES Preparation for Excess Recycled Water Discharge C-1 17/Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 Table C-1. Cost Proposal for NDES Preparation for Excess Recycled Water Discharge (CC25-33) Wsc
Task Nate and Activities
Contract Coordinator Other Direct Costs
SITCH 1P10L SI50D 19101
Profact Kiak-ot meeting $2,000
34.480 $12.422 $1,242 $13,684
Reviow and comple Deta and Information
$8,378 $9,216
Evaluate Discharge options $9,804 $53,584 $73,358
$10,000 57,338 $80,684
4 RPAEMent Limit Calculation $4,180 %.
$4,180 $418 $4,598
18/Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 Coordinate with Regional Board and Other Interested 5 Parties/ $18,840 340;808 $25,000 312 $84,936 $B,484 883,430 EXHIBIT A, SCOPE OF SERVICES/CONSULTANT'S PROPOSAL, PROJECT CC25-033 Prepare ROWD $6,438
$8.438 9844 57,082
Prepare Supplementel Information $49,180 $8,596
$57,758 36,778 883,832
NODES Permit iseuence $24,858 $4,582
$29,248 $2,825 $32,173
8 Entronmental Permiting $2,428 $2,372 150 $100,500 424 $106,300 10 Project Management 8 $10,630 $118,830
529,184 822,884 40 $20,000 300 $75,088 $7,187 $78,085
TOTALS 190 68 108 294 36 | $156,422
1865 5453,884 $O S45,388 5499.272
LARRY WALKER ASSOCIATES
NPDES Preparation for Excess Recycled Water Discharge
C-2
EXHIBIT A, SCOPE OF SERVICES/CONSULTANT'S PROPOSAL, PROJECT CC25-033
VICTORVILLE WATER DISTRCT (DISTRICT)
PROJECT #CC25-033
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM (NPDES) PERMIT
PREPARATION FOR EXCESS RECYCLED WATER DISCHARGE
COST PROPOSAL FORM
The undersigned declares he has carefully examined the locations of the proposed work, the Scope of Services, and Contract Documents; and being familiar with all the conditions surrounding the work.
All of the aforementioned shall be done in accordance with said Scope of Services and all applicable addenda.
Rates are provided via
(Please provide Title/Job Classifications) separate cost sheets in [Classification] $- per hour addition to this signed
[Staff]
[Staff] [Classification] $_ per hour
[Staff] [Classification] _ $_ per hour
[Staff] [Classification] per hour
All rates submitted must be all-inclusive and final. The District will not pay any separate costs for travel, lodging, per diem, printing, shipping, etc. Provide breakdown on a separate sheet. * Consultant can use their own cost sheets but make sure to include this page with your signature.
ESTIMATED LUMP SUM TOTAL COST TO COMPLETE THE PROJECT BASED ON THE SCOPE OF SERVICES PROVIDED: $499,272
Consultant's Name: Larry Walker Associates, Inc
Company Name: Larry Walker Associates, Inc
Phone: 530.753.6400 Fax: 530.753.7030 Email: [email protected] Name: Brian Laurenson
Signature Brian M Laurenson Tile Executive Vice PresidentDate 10 / 04 / 2024 NOTE: COST PROPOSAL SHEETS (PAGE D-17) NEEDS TO BE SUBMITTED SEPARATELY IN A SEALED ENVELOPE CLEARLY IDENTIFIED AS "SEALED DOLLAR COST FOR CC25- 033 ON-CALL PLAN & MAP CHECKING SERVICES"
RFP - NPDES PERMIT PREPARATION FOR EXCESS RECYCLED
WATER DISCHARGE
CC25-033
17 Doc ID: e653633afe369fb2a003de59021dc73db94263c2
19/Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 EXHIBIT A, SCOPE OF SERVICES/CONSULTANT'S PROPOSAL, PROJECT CC25-033 LWA
LARRY WALKER ASSOCIATES, INC.
kate Sheet Effective July 1, 2024 - «lune 30, 2025
RATE
TITLE REIMBURSABLE COSTS
(S/ Hour)
Administrative $80 Travel
Contract Manager $150 Local Mlleage Current IRS Rate
Graphic Designer $138 Auto Rental Actual Expense
Project Staff I-C $146 Room Actual Expense
Project Staff I-B $171 Subsistence and Per Diem Meals" Current GSA Rate Project Staff I-A $196 Breakfast Current GSA Rate
Project Staff II-B $216 Lunch Current GSA Rate
Project Staff II-A $241 Dinner Current GSA Rate
Senior Staff I $261 Incidentals Current GSA Rate
Senior Staff Il $281 Report Reproduction and Copying
Associate l $285 Per Color Copy, In-House
$0.89
Associate lI $315 Per Black and White Copy, In-House
$0.08
Vice President $332 Per Binding, In-House
$1.95
Executive Vice President $347 Special Postage and Express Mail Actual Expense Senior Executive $357 Third-Party Material Preparation
Actual Expense
• President $357 Other Direct Costs Actual Expense
Dally Equipment Rental Rates (Daily Rate)
Single Parameter Meters & Equipment $30.00
Digital Flow Meter $60.00
MultI-Parameter Field Meters & Sondes $100.00
RTK-GPS, River Surveyor, Tracer Study Equipment $250.00 Multi-Parameter Continuous Remote Sensing $40.00
Field Rig (Field Vehicle and All Equipment) . $200.00
Subcontractors Actual Expense Plus 10% Fee
Vote: (1) Charged when overnight lodging is required. U.S. General Services Administratio ates specified by location of work at gsa.go
5/1/2024
20/Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 EXHIBIT A, SCOPE OF SERVICES/CONSULTANT'S PROPOSAL, PROJECT CC25-033 IN WSC
2025 Classifications and Rates
Hourly Rate
Engineers / Project Managers / Planners / Hydrogeologists Engineering Intern $ 149.00
Assistant $ 171.00
Staff 1 $ 182.00
Staff Il $ 193.00
Staff IlI $ 204.00
Associate l $ 221.00
Associate I! 232.00
Associate I!! 243.00
270.00
Senior lI na. 281.00
Senior lI 303.00
Principal! 326.00
PrincipalI 370.00
Principal !!! 419.00
Outreach and Communications
Communications Support! 154.00
Communications Support Il 171.00
Communications Support Ill 198.00
Communication Strategist / 232.00
Communication Strategist I ... 259.00
Communication Strategist I!! 281.00
Senior Communication Strategist I 326.00
Senior Communication Strategist I! 348.00
Senior Communication Strategist Ill 370.00
CAD / Design Services
Technician/Designer f 160.00
Technician/Designer I! $ 188.00
Technician/Designer III I$ 210.00
Inspection Services
Inspector 1 166.00
Inspector !! 176.00
Inspector !!! 204.00
Inspector (Prevailing Wage) 210.00
Adminstrative Services
Administration/Clerical 1 154.00
Administration/Clerical I| $ 166.00
Administration/Clerical !!! 188.00
Other Expenses
10% mark-up on direct expenses; 15% mark-up for sub-contracted services Standard mileage rate $0.65 per mile (or current Federal Mileage Reimbursement Rate) Rates are subject to revision as of January 1 each year.
PO Box 4255 San Luis Obispo, CA 93403 www.expectwsc.com 21/Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 EXHIBIT A, SCOPE OF SERVICES/CONSULTANT'S PROPOSAL, PROJECT CC25-033 •
•
Том DoDsON & AssocIATes
Mailing Address: PO Box 2307, San Bemardino, CA 92406
Physical Address: 2150 N. Arrowhead Avenue, San Bernardino, CA 92405 Tel: (908) 882-3612 + Emall: [email protected] + Web: tdaenvironmental.com -=
FEE SCHEDULE
TDA Labor: Time spent on behalf of a client will be charged as follows:
Environmental Specialist I $150-170.00/hour
Environmental Specialist I| $120.00/ hour
Environmental Specialist III $90.00 / hour
Environmental Speciallst IV $65.00 / hour
Blologist III / Monttor $70.00 / hour
Admin / WP / Graphics $60.00/hour
Legal Expert Witness $250.00/hour
Consulting: Other $250.00/hour
Other Direct Costs: All other direct costs (travel, supplies, printing, etc.) will be charged at cost + 10%. Mileage will be billed at the Internal Revenue Service (IRS) standard mileage rate for business travel. For 2024, this rate is $0.67 per mile.
Technical Associates: Their fee schedules wll be provided on a case-by-case basis.
Effective as of January 2024
22/Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033 EXHIBIT A, SCOPE OF SERVICES/CONSULTANT'S PROPOSAL, PROJECT CC25-033 23/Consultant/Professional Services Provider Agreement/Larry Walker Associates, Inc./Project CC25-033