ATTACHMENT D -
CONSULTANT/
PROFESSIONAL
SERVICES
PROVIDER
AGREEMENT
1 Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1
CON
SULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT
BY AND BETWEEN
VICTORVILLE WATER DISTRICT
AND
DAVID EVANS AND ASSOCIATES, INC.
FOR
SCLA RECLAIMED WATER RESERVOIR II WITH 1,000,000 GALLON CAPACITY & PUMP STATION, PROJECT CC22-019-1
THIS CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT (hereinafter “Agreement”), dated this __________________ day of ______________, 20___, for reference purposes only, is made and entered into by and between the VICTORVILLE 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 David Evans and Associates, Inc. , an Oregon corporation, hereinafter referred to as “ Consultant.” District and Consultant are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” RECI
TALS:
WHE
REAS, the District previously issued a Request for Proposals (“ RFP”) to procure design and associated professional engineering services for the SCLA Reclaimed Water Reservoir II with 1,000,000 Gallon Capacity & Pump Station (Project No. CC22-019); and WHE
REAS, on December 7, 2021, following the completion of the RFP evaluation process, the District selected Consultant for contract award, and on or about January 7, 2022, the Parties entered into a Consultant/Professional Services Provider Agreement with a three -year term (the “Original Agreement”), which was subsequently extended through January 5, 2026 , by means of an amendment by the Parties dated January 10, 2025; and WHE
REAS, adjustments to the project schedule have been made in response to staffing changes and evolving priorities, and an extension of Consultant’s services is necessary to ensure continuity, cost effective project advancement, and successful transition into the construction management phase; and
WHE
REAS, Consultant remains fully qualified to perform the 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 WHE
REAS, in light of the facts set forth above, the District desires to again retain the services of Consultant to provide, on an independent contractor basis, professional engineering, construction bidding and support services , and associated services for the SCLA Reclaimed Water Reservoir II with 1,000,000 Gallon Capacity & Pump Station, Project No. CC22-019- 1(the “Project”).
NOW
THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND
PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE 2 Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1
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. SCOPE OF SERVICES
Consultant shall provide to the District those services set forth in the Scope of Services, attached hereto as Exhibit “A” , and incorporated as part of this Agreement by this reference.
This Agreement addresses a continuation of the scope of services from the Original Agreement, focusing specifically on remaining Tasks 6 and 7.
Section 3. COMPENSATION
The District shall pay to Consultant a sum not to exceed Eighty T wo Thousand Thirty Nine and 00/100 Dollars ($82,039.00) for faithful performance of the services to be rendered under this Agreement, subject to the Cost 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 “B”, 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. COST PROPOSAL
The District shall pay Consultant as provided in the Cost Proposal, attached hereto as Exhibit “B”, and incorporated as part of this Agreement by this reference. The provisions of Exhibit “B” 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 rendered in accordance with the Standard of Performance, invoices shall be paid by the District approximately thirty (30) working days following receipt of Consultant’s invoice.
Section 5. PREVAILING WAGES
Consultant is aware of and acknowledges the requirements of California Labor Code Sections 1720 through 1861, and those set forth in Title 8 of the California Code of Regulations, Section 16000 et seq. (collectively hereinafter the “ Prevailing Wage Law ”), which require the payment of prevailing wage rates and compliance with other labor-related requirements for certain "public works" and "maintenance" projects including, but not limited to, the design and preconstruction phases of a covered public works project (such as land surveying and materials testing), as well as postconstruction phases (such as inspection services) . If the Services being provided under this Agreement, either in whole or in part, constitute “public works” or “maintenance”, as the Prevailing Wage Law defines those terms, and/or if the District’s original solicitation documents for the Project Services so specified, Consultant and its subcontractors (if any), shall comply with all applicable provisions of the Prevailing Wage Law. Consultant shall 3 Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1
defend, indemnify, and hold the District, its elected officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure by Consultant to comply with the Prevailing Wage Law.
Section 6. TERM OF AGREEMENT
Unless earlier terminated in accordance with the provisions in Section 21 of this Agreement, the term of this Agreement shall be for a period of not more than two (2) years, commencing on May 13, 2026, and expiring on May 12, 2028 (the “Initial Term”). This Agreement shall automatically terminate and end upon the expiration of the Initial Term unless: (a) option periods are provided for herein and are exercised by the District; or (b) the term of this Agreement is extended by written agreement of the Parties prior to the expiration of the Initial Term.
This Agreement may be extended for one (1) additional one- year period (hereinafter “Option Period”), at the option of the District , subject to satisfactory performance as determined by the District. District shall give Consultant sixty (60) days advance written notice prior to the expiration of the Initial Term and sixty (60) days advance written notice prior to the expiration date of each subsequently exercised Option Period, if any, should the District decide to exercise its option to extend. If District does not give Consultant such written notice of its option to extend, this Agreement shall terminate at the end of the Initial Term or at the end of the then -current Option Period (as applicable) without further notice from either Party, unless terminated earlier pursuant to the provisions of Section 21 or otherwise extended by written agreement of the Parties.
Section 7. 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 Con sultant. Both P arties 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.
Section 8. REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR STATUS OF
CONSULTANT
a. Consultant represents and acknowledges the following:
(1) 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.
(2) Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the District.
(3) 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.
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(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.
(6) 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:
(1) 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.
(5) 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.
(7) Other than attendance at required public meetings and public hearings, and complying with the provisions of the Cost Proposal set forth in Exhibit “B” and any 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.
(8) 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
a. 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 agent.
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 I nitial 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 5 Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1
certifications, or business permits necessary for performing the services described in this Agreement.
Section 11. STANDARD OF PERFORMANCE; WARRANTY
a. 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.
b. By executing this Agreement, Consultant warrants that it:
(1) Has reviewed and considered the services and work to be performed;
(2) Has reviewed 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 promptly inform the District of such fact and shall not provide any services, except at Consultant's risk, until written instructions are received from Fredy 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 in effect at the time of the services, 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 I nitial Term of this Agreement (and during the Option Period, if applicable) , Commercial General Liability 6 Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1
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.
b. 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 I nitial 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.
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 One Million Dollars ($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, shall be endorsed to name the District , the City of Victorville, their officers, employees, servants, volunteers, agents and subcontractors , 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 , 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
a. 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 two (2) weeks prior to the commencement of any services to be performed under this Agreement.
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b. The policies and certificates of insurance shall be endorsed to provide that in the event of cancellation or amendment that does not meet the requirements of this Agreement 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 commercial general liability and automobile liability 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 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.
b. 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 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 , provided that Consultant’s services must in all events be governed by the exercise of sound professional practices.
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 indemnify, defend, 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”) to the extent arising out of Consultant's negligence or willful misconduct in the performance of the services described in this Agreement, 8 Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1
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 accordanc e 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 section 2782.8, the provisions of which are incorporated into this Agreement by this r eference.
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.
c. 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 Fredy 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 Fredy 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. Fredy 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. 9 Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1
d. Records and supporting documents pertaining to the use of funds paid to Consultant hereunder shall be retained by Consultant and made available to Fredy 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. Consultant shall not be required to destroy or alter any Confidential Information or Confidential Materials contained in its computer-backup files pursuant to its regular internal records retention policies.
b. Any drawings, specifications, reports, records, documents, or other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of Fredy A. Bonilla, P.E., City Engineer , or his designee, or as required by applicable law , rule, regulation, court order, government or investigation.
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 Fredy 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 upon compensation to Consultant and shall be surrendered to the District upon the completion of Consultant’s services or when requested by Fredy 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.
Any reuse or modification of the documents without the permission of Consultant shall be at the sole risk of the District.
e. Consultant’s covenants under this Section 27 shall survive the termination of this Agreement.
Section 28. PRINCIPAL REPRESENTATIVES
a. Rodney Langer, Associate Vice President, or alternatively Craig Sheahan, Vice President, 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. Fredy 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.
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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 SCLA Reclaimed Water Reservoir II with 1,000,000 Gallon Capacity & Pump Station, 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
a. 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.
b. 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 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 agains t 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 Exhibits “A” and “B” are attached hereto for reference purposes and to the extent there are any ambiguities, inconsistencies or conflicts between the terms of this Agreement and Exhibit s “A” and “B” , the terms of this Agreement shall control and nothing set forth in Exhibit s “A” and “B” shall be deemed to supersede any of the provisions of this Agreement.
Section 32. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in writing and addressed to the Parties as set out below. A ll such notices shall be delivered: (a) by personal service; (b) by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid; or (c) by electronic mail to the address of the recipient Party as set forth below, with written confirmation of receipt (which does not include automatic email system generated “read” receipts):
11 Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1
To the District: Fredy A. Bonilla, P.E., City Engineer
Engineering Department
City of Victorville
14343 Civic Drive
Victorville, CA 92392
Email: [email protected]
To Consultant: Craig Sheahan, PE, PMP, ENV SP, Vice President David Evans and Associates, Inc.
17782 17th Street, Suite 200
Tustin, CA 92780
Email: [email protected]
b. Notices, payments, and other documents shall be deemed received by the recipient: (a) upon the date delivered, if given by personal service; (b) if given by electronic mail, upon confirmation of receipt (which does not include automatic email system generated “read” receipts); or (c) as of the second (2nd) day after deposit in the United States mail.
Section 33. NON-LIABILITY OF OFFICERS OR EMPLOYEES OF
THE PARTIES
Except as may otherwise be permitted by law, no officer or employee of either Party shall be personally liable to the other Party, or any successor in interest, in the event of any default or breach by the other Party or for any amount, which may become due to the non-breaching Party or to its successor(s), or for any breach of any obligation of the terms of this Agreement.
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.
c. 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.
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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 failure to meet the Standard of Performance 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.
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
a. 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.
b. 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 13 Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1
injured Party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein.
c. 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 exercis e 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 f orum in San Bernardino County, California.
Section 46. ATTORNEYS’ FEES
In the event any action, suit, or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement, or as a result of any alleged breach of any provision of this Agreement, the substantially prevailing Party in such suit or proceeding shall be 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 award thereof.
Section 47. EFFECTIVENESS OF AGREEMENT
This Agreement shall not be binding upon either Party , until signed by the authorized representative(s) of Consultant, approved as to form by District Counsel, approved by the District’s Risk Manager, and executed by authorized District personnel or the District Chairman.
Section 48. REPRESENTATIONS OF PARTIES AND PERSONS EXECUTING
AGREEMENT
a. Each of the Parties to this Agreement hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the Parties hereto.
b. 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.
14 Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1
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)
15 Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates written below.
VICTORVILLE WATER DISTRICT DAVID EVANS & ASSOCIATES,
INC.
By:______________________________ By:__________________________ Keith C. Metzler, Rodney Langer, PE,
General Manager Associate Vice President
Dated: ___________________________ Dated:_______________________
APPROVED AS TO FORM:
By: ______________________________
Andre de Bortnowsky,
District Legal Counsel
Dated: ___________________________
RISK MANAGEMENT APPROVAL:
By: ______________________________
Sandra Bostick,
District Risk Manager
Dated: ___________________________
16 Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1
EXHIBIT A
SCOPE OF SERVICES
See Attachment
Exhibit A
SCOPE OF SERVICES
SCLA RECLAIMED WATER RESERVOIR II WITH 1,000,000 GALLON CAPACITY & PUMP STATION, PROJECT CC22-019-1
May 13, 2026
The Scope of Services addresses provision of bid and construction support services for the subject project. The design was completed by David Evans and Associates, Inc. (DEA) under a prior agreement. DEA will be supported by an electrical engineering subconsultant, Linkture, who completed the design under the prior DEA agreement.
The Project consists of the following work, to be completed by the Victorville Water District (District) through a public works construction contract:
• Demolition of existing reclaimed water pump station including decommissioning and filling of existing reclaimed water pond
• Site preparation including removal and offsite disposal of contaminated surface soils, grading, fill, surfacing, local stormwater management facilities, and perimeter fencing
• Design, permitting and construction of a 1,000,000 gallon reclaimed water storage reservoir, consisting of a partially buried pre-stressed concrete reservoir, with external stairs, internal ladder, hatches, vent and appurtenances • Design, permitting and construction of a multi-pump (vertical turbine) booster pump station in a building with a pump room, electrical equipment room and restroom, with adjacent valve vault.
• Site inlet and outlet reclaimed water piping including multiple connections to Victor Valley Wastewater Reclamation Authority reclaimed water pipe • Offsite potable water backup supply pipe to the reservoir • Additional elements supporting the above listed primary scope of planned construction improvements.
The Scope of Services consists of the following (task numbers from the original agreement, as applicable to remaining work, are used for the following):
Task
1 – Project Administration
The DEA Project Manager will monitor progress and status on a monthly basis and, with the support of a Project Coordinator and accounting team members, prepare monthly invoices for services completed the prior month.
EXHIBIT A
SCOPE OF SERVICES, PROJECT CC22-019-1
17/ Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1 Deliverables:
• Monthly invoices
Task 6 – Bid Support Services
DEA and Linkture will support the City during the bid advertisement period by providing clarifications and information needed to respond to bidders’ questions. Input for preparation of one Addendum to respond to bidder’s questions will be provided, for update of the construction plans and/or technical specifications. DEA will attend the pre- bid meeting if requested (by remote meeting such as Teams or Zoom). Conformed plans and technical specifications will be provided at the end of the bidding phase.
Deliverables:
• Input for one addendum, in PDF format
• Conformed construction plans and technical specifications, as needed, to incorporate changes addressed in the addendum , with changes flagged as revisions
Task 7 – Construction Support Services
DEA and Linkture will provide the following construction support services:
• Respond to up to 30 contractor requests for information (RFIs) including preparing supplementary details and sketches for clarification
• Review and provide recommendations for up to five construction change orders • Attend pre-construction and up to seven additional construction meetings (all such meeting attendance shall be by remote meeting such as Teams or Zoom) • Review up to 40 submittals and shop drawings including original and re-submittals, including coordination with District regarding acceptance of alternative or substitute materials or equipment prior to finalizing recommended response • Complete up to three site visits (DEA California staff, likely from Ontario or Temecula offices) to support City in review of field conditions for civil/site/drainage/water/sewer/reclaimed water/tank or booster pump matters • Review for compliance the operation and maintenance (O&M) manuals for major equipment
• Prepare record drawings based on contractor and District notations of changes made during construction and changes reflected in responses to RFIs and change orders
EXHIBIT A
SCOPE OF SERVICES, PROJECT CC22-019-1
18/ Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1 Deliverables:
• All response materials for RFIs including supporting details and sketches, all change order materials, submittal and shop drawing materials, and O&M materials shall be received, shared and responded to in PDF format. • C onstruction plans revised to incorporate changes incorporated in the construction, in PDF format, in printed format on mylar, and in AutoCAD .dwg format
Assumptions and Clarifications
District or contractor will provide all surveying and construction staking services.
District will complete the following:
• Advertise project for bid
• Distribute bid documents and addendum to registered plan holders • Maintain plan holders list
• Conduct pre-bid meeting
• Receive, open and tabulate all bids, review apparent low bids for accuracy and responsiveness and recommend award to the District management • Complete construction contract with selected contractor • Schedule and lead the pre-construction conference
• Prepare monthly pay estimates and final contract change orders for execution by District and contractor
• Complete all construction observation services including preparation of a punch list, confirm completion of punch list, observe all testing and commissioning and support the contractor in placing the completed project in service
EXHIBIT A
SCOPE OF SERVICES, PROJECT CC22-019-1
19/ Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1 20 Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1
EXH
IBIT B
C
OST PROPOSAL AND FEE SCHEDULE
S
ee Attachment
Exhibit B
COST PROPOSAL AND FEE SCHEDULE
SCLA RECLAIMED WATER RESERVOIR II WITH 1,000,000 GALLON CAPACITY & PUMP STATION, PROJECT CC22-019-1
Cos
t Proposal
(s
ee following page)
EXHIBIT B
COST PROPOSAL AND FEE SCHEDULE, PROJECT CC22-019-1
21/ Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1
Project Number VCTR00WD
Date 5/13/2026
Prepared By RCLA
Project
Manager
Project
Engineer
PE -
Stormwater -
CA staff
PE Civil -
CA staff
Design
Engineer
CAD/GIS
Technician
Project
Coordinator
294.50$ 260.40$ 226.30$ 204.72$ 14 1.05$ 170.50$ 134.08$ 1 Project Administration 36 6,752$ 6,752$
1.1 Project Administration 12 24 36 6,752$
6 Bid Support Services 32 7,150$ 8,823$
6.1 Bid Inquiries/Addendum 8 4 8 20 4,762$
6.2 Pre-bid Conference 2 2 589$
6.3 Conformed Plans 1 1 8 10 1,800$
7 Construction Support
Services 265 59,389$ 66,464$
7.1 RFI Response 12 20 10 42 10,153$
7.2 Change Order review 12 20 32 8,742$
7.3 Precon/Addn meetings 10 10 2,945$
7.4 Submittals Review 16 40 48 104 21,898$
7.5 Site Visits (CA staff) 8 16 24 5,086$
7.6 O&M Review 4 12 16 32 6,560$
7.7 Record Drawings 1 4 2 14 21 4,005$
78 100 8 16 77 30 24 333 73,291$ 82,039$
431$ 73,291$
8,317$ 8,748$
8,748$ 82,039$
Mileage & Other Expenses Total Estimated Labor
David Evans and Associates, Inc. 14432 SE Eastgate Way, Suite 400, Bellevue, WA 98007 425.519.6500 www.deainc.com Total Expenses
Notes and Assumptions:
(1) See detailed Scope of Work dated 05/13/26.
(2) All hours and expenses are estimated, and may be increased or decreased within the total budget limit at the discretion of DEA's project manager. The DEA project manager may transfer budget from estimated expenses to labor and vice versa, as the project manager may determine appropriate. Work will be billed on a time and expense basis, subject to the limit of the not-to-exceed Total Fee Estimate value. (3) Client shall be responsible for direct payment of all permit, agency review, advertisement, service, or other project expenses not expressly included in the Project Fee Estimate and/or Scope of Work.
David Evans and
Associates, Inc.
Project Fee Estimate Summary and Total
Total Fee Estimate
Subconsultants Total Estimated Expenses
DEA Labor
Total
Hours
Total Estimated
Fee
Estimated Expenses
Total - w/
Expenses and
Subs.
Total
Task/Subtask (1)
Project Fee Estimate
SCLA Reservoir II and Pump Station
Victorville Water District
Personnel Positions and Approximate Hourly Billing Rates Estimated DEA Labor - Civil Engineering Services
EXHIBIT B
COST PROPOSAL AND FEE SCHEDULE, PROJECT CC22-019-1
22/ Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1 Fee Schedule
HOURLY BILLING RATES
Hourly rates for services provided under this Agreement shall be an amount equal to the provider's hourly wage multiplied by a factor not to exceed 3.1. In addition, services provided by subconsultants or subcontractors and reimbursement for direct projec t expenses shall be reimbursed at the actual invoice charge times a factor of 1.10.
For information only, application of the statement above results in the following hourly rates for personnel that are anticipated to provide services under the Agreement. These rates are subject to change on or about March 1, 2027.
Rodney Langer Project Manager IV $294.50
Zack Worley Engineer V $260.40
Eddy Oune Project Manager (Stormwater) $226.30
Michael Becerra Designer III (Stormwater) $161.20
Ryan Williams Engineer IV $204.72
Danica Dytioco Engineering Designer I $132.80
Scott Stcherbinine GIS Analyst III $155.84
Olivia Werdal Project Coordinator II $128.00
EXHIBIT B
COST PROPOSAL AND FEE SCHEDULE, PROJECT CC22-019-1
23/ Consultant/Professional Services Provider Agreement/David Evans & Associates, Inc./Project CC22-019-1