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HomeMy WebLinkAbout32549 -1- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AGREEMENT BETWEEN SAN JOAQUIN VALLEY WATER INFRASTRUCTURE AUTHORITY AND COUNTY OF FRESNO FOR PROFESSIONAL AND TECHNICAL SERVICES THIS AGREEMENT is made and entered into this day of April, 2016, by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as "COUNTY", and SAN JOAQUIN VALLEY WATER INFRASTRUCTURE AUTHORITY, hereinafter referred to as “SJVWIA”. W I T N E S S E T H: WHEREAS, on November 17, 2015, COUNTY’s Board of Supervisors approved COUNTY’s participation in creating SJVWIA, pursuant to the authority of Article 1, Chapter 5, Division 7, Title 1 of the California Government Code (Section 6500 et seq.), WHEREAS, the agreement creating SJVWIA requires its Board to appoint an Auditor-Treasurer from one of the County Auditor-Controllers of one of the Parties, pursuant to Government Code Section 6505.5, WHEREAS, SJVWIA has appointed COUNTY to provide those services, and WHEREAS, COUNTY is willing and able to furnish assistance to SJVWIA under the terms and conditions set for the herein. NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein contained, the parties hereto agree as follows: 1. EMPLOYMENT OF COUNTY: SJVWIA hereby engages COUNTY to perform professional, technical, and staff services and to provide assistance as hereinafter set forth. 2. SCOPE OF SERVICES: Upon the request of SJVWIA in accordance with the procedures outlined in Exhibit 1, COUNTY shall perform the services described in Exhibit 1, which is attached hereto and incorporated herein by reference. 3. COUNTY’S PERSONNEL AND WORKING RELATIONSHIP WITH SJVWIA: Except as otherwise provided in Exhibit 1, all of the services hereunder to be provided by -2- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 COUNTY shall be performed by COUNTY personnel, and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under state and local law to perform such service. Except as provided in Exhibit 1, none of the work or services covered by this Agreement shall be subcontracted by COUNTY unless approved in writing in advance by SJVWIA. 4. COMPENSATION: COUNTY shall receive payment for allowable costs, as out lined below, not to exceed $25,000 for Fiscal Year 2015-16 for the performance of work requested under this Agreement. Allowable costs are the direct costs incurred in or allocable to the performance of the services under this Agreement. These allowable costs shall include the following: A. Direct Costs 1. Personnel: COUNTY shall be compensated for the services of personnel assigned under this Agreement. Compensation shall be on the basis of actual salary and benefits paid to said personnel, or based on the hourly charge shown in COUNTY’s Master Schedule of Fees, Charges, and Recovered Costs, if applicable, for the actual time spent on the work necessary to fulfill the terms of this Agreement. The hourly rates shall be adjusted each fiscal year per the approved rate as established by COUNTY’s Auditor-Controller/Treasurer-Tax Collector. Time shall be recorded on the time sheets regularly used by COUNTY in carrying out its ordinary work apart from this Agreement or upon mutually agreed time sheets. No additional or special forms for recording hours spent on the tasks specified herein may be required. 2. Travel expenses and subsistence: COUNTY shall be paid actual costs due upon documentation of travel expenses and subsistence where such expenses are directly related to the performance of this Agreement. All travel shall be approved in advance by SJVWIA. -3- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3. Other direct costs: The cost of other material and services as may be required hereunder but which are not normally provided as part of the overhead of COUNTY shall be reimbursed to COUNTY at cost. Such other materials and services shall include, but shall not be limited to, the following:  Report Reproduction  Purchases of maps and charts  Telephone expense  Specialized educational needs 5. METHOD OF PAYMENT: Upon approval of this agreement, COUNTY may submit to SJVWIA once each quarter an invoice for allowable costs incurred in the performance of this Agreement. The first such invoice submitted may include all allowable costs incurred in the performance of this Agreement beginning January 15, 2016. SJVWIA agrees to reimburse COUNTY in arrears, within forty-five (45) days after receipt and verification of COUNTY cost center labor distribution reports. 6. RECORDS: COUNTY shall maintain complete and accurate records with respect to costs incurred under this Agreement. All such records shall be maintained on a generally-accepted accounting basis and shall be clearly identified and readily accessible. COUNTY shall provide free access to the representatives of SJVWIA at all proper times to such books and records, and SJVWIA shall have the right to audit the same, and to make transcripts therefrom as necessary, and to inspect all work, data, documents, proceedings, and activities related to the performance of this Agreement for a period of three (3) years from the date of final payment for work performed under this Agreement. In addition to the above accounting records, COUNTY shall maintain records to show actual time and allowable costs submitted for reimbursement with respect to the scope of services set forth herein. 7. CHANGES: The parties hereto may from time to time require changes in the scope of services under the performance of such services. Such changes, including any increase -4- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 or decrease in the amount of compensation to COUNTY, which are mutually agreed upon by and between the parties hereto, shall be incorporated as written amendments to this Agreement or to SJVWIA’s annual Overall Work Program and Budget, whichever is appropriate. 8. TERM OF AGREEMENT: This Agreement shall become effective upon execution and shall continue and remain in full force until three (3) years after the last date upon which SJVWIA is dissolved, unless earlier terminated as provided for hereafter. 9. TERMINATION OF CONVENIENCE OF AUTHORITY OR COUNTY: Either party hereto may terminate this Agreement without cause at any time by giving written notice of such termination to the other party and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, COUNTY shall be reimbursed its allowable costs in accordance with Section 4 of this Agreement to the date of termination. 10. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the prior written consent of the other party. 11. HOLD HARMLESS: SJVWIA agrees to indemnify, save, hold harmless, and at COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to SJVWIA in connection with the performance, or failure to perform, by COUNTY, its officers, agents, or employees under this Agreement, and from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the performance, or failure to perform, of SJVWIA, its officers, agents, or employees under this Agreement. 12. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement: -5- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000). This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of this contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred Thousand Dollars ($500,000.00) per accident and for property damages of not less than Fifty Thousand Dollars ($50,000.00), or such coverage with a combined single limit of Five Hundred Thousand Dollars ($500,000.00). Coverage should include owned and non- owned vehicles used in connection with this Agreement. C. Professional Liability: If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY. Within Thirty (30) days from the date CONTRACTOR signs and executes this -6- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, (Name and Address of the official who will administer this contract), stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance provided under CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to COUNTY. In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be issued by admitted insurers licensed to do business in the State of California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement . 2 as of the day and year first hereinabove written. 3 4 5 6 7 8 9 10 11 SJVWIA 12 DATE: 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 FOR ACCOUNTING USE ONLY: Fund/Subclass: 0001/1 0000 ORG No.: 0410 AccountNo. 4885 -7- COUNTY OF FRESNO L ~4 ~ J;;t-~ Chairman, Board of Supervisors ATTEST: BERNICE E. SEIDEL, Clerk Board of Supervisors By~ ~sbO:p Deputy DATE: Pr px:\ \ J-lo 1 .9D\ lo REVIEWED & RECOMMENDED FOR APPROVAL Department Head's Signature APPROVED AS TO ACCOUNTING FORM APPROVED AS TO LEGAL FORM County Counsel -8- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT 1 TO AGREEMENT BETWEEN SAN JOAQUIN VALLEY WATER INFRASTRUCTURE AUTHORITY AND COUNTY OF FRESNO FOR PROFESSIONAL AND TECHNICAL SERVICES A. GENERAL SCOPE OF SERVICES COUNTY shall perform professional and technical services and assistance for SJVWIA in connection with the programs undertaken by SJVWIA in fulfillment of its duties under the agreement creating SJVWIA. Such services may include, but are not limited to, the following: 1. Assistance by the Auditor-Controller/Treasurer-Tax Collector with fiscal functions, which services shall include, but not be limited to: A. Processing and maintaining records of all financial transactions including, but not limited to, preparation of financial statements and other reports as needed and/or requested by SJVWIA. B. Separately accounting for SJVWIA funds and maintaining the record of expenditures, revenues, and investments. Such duties may include, but not be limited to: 1) Review of expenditure documents for payment 2) Contract review 3) Cash reconciliation and activity reports 4) Investment information report 5) Revenue distribution report 6) Cash flow analysis 7) Revenue and interest estimates 8) Attending SJVWIA Meetings C. Developing and processing a request for proposal for the purpose of furnishing independent audit services for SJVWIA on at least an annual basis by a certified public -9- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 accountant, except for the Fiscal Years ending June 30, 2016 and June 30, 2017 which will be a biennial audit. 2. Assistance of the other assigned departments in connection with other needs as requested by SJVWIA. B. PROCEDURE The following procedures shall be used to establish appropriate financial controls for the services and work provided under this Agreement. 1. With respect to services to be provided, COUNTY shall perform the work and services identified in the budget and this Agreement. The maximum total annual cost to SJVWIA for the performance of work and services by COUNTY shall not exceed the amounts scheduled for payment or reimbursement by SJVWIA to COUNTY as set forth in the budget, this Agreement, and any amendments thereto.