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HomeMy WebLinkAboutWest Orange County Water Board - 2000-03-06wN 3-13 ���LS (pp1N Council/Agency Meeting Held: 3- i "' 00 Deferred/Continued to: Approved ❑ Condition ly Approved ❑ Denied J(A1,1E N NOS _ rk btp _ City CI 's Signature Council Meeting Date: March.6, 20.00 Department ID Number: PW00-022 CITY OF HUNTINGTON BEACH REQUEST FOR ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL SUBMITTED BY: RAY SILVER, CITY ADMINISTRATORS PREPARED BY: ROBERT F. BEARDSLEY, DIRECTOR OF PUBLIC WORK `n v SUBJECT: APPROVE AGREEMENT FOR GENERAL MANAGEMENT, ENGINEERING, SECRETARIAL AND FISCAL AGENT SERVICES BETWEEN THE WEST ORANGE COUNTY WATER BOARD AND THE CITY OF HUNTINGTON BEACH Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: In January of 1997, after requesting proposals for the services of General Manager/Engineer and Secretary to the Board, the West Orange County Water Board of Directors (WOCWB) selected the City of Huntington Beach as .the contractual agent. Since that time, WOCWB has renewed this contract each fiscal year. At its December 15, 1999, regular meeting, the Board elected to again extend its contract with the City for these services. The new contract agreement must now be approved by the City Council before the Board may take a similar action at its next regular meeting. Funding Source: Labor and materials will be initially funded from the Water Division expense budget for the General Manager/Engineer/Secretary portion of the contract and from the Administrative Services expense budget for the Fiscal Agent duties. All expenses plus overhead are billed to the WOCWB and returned to the City as revenue. Recommended Action: Motion to: Authorize the Mayor and City Clerk to execute the attached Agreement for General Management, Engineering, Secretarial and Fiscal Agent Services. Alternative Action(s): Do not approve the contract agreement and advise staff on how to proceed. • REQUEST FOR ACTION • MEETING DATE: March 6, 2000 DEPARTMENT ID NUMBER: PW00-022 Analysis: The West Orange County Water Board (WOCWB) Joint Powers Agency was formed by the cities of Huntington Beach, Garden Grove, Westminster and Seal Beach in the 1950's. The Board owns and operates two large water transmission mains, each of which is approximately seven miles in length. Water is purchased from the Municipal Water District of Orange County through two connections to the West Orange County Feeder of the Metropolitan Water District of Southern California. Water delivered is sold to WOCWB member agencies at cost. The member agencies provide the necessary funding for their respective share of operations and maintenance costs to the Board through annual budgeting procedures. The City of Huntington Beach _owns 56.1 % of the WOCWB facilities and is currently Fiscal Agent and Contractor of Operations and Maintenance. The City of Huntington Beach is represented on the Board of Directors by Mayor David Garofalo and Councilmember Peter Green, who serves as Chairman. The Public Works, Water Operations Division, was selected as the new contractual General Manager/Engineer/Secretary in 1996. This contract was renewed and the duties of Fiscal Agent formalized in April of 1998. The duties of investment policy development and quarterly investment reporting by the City Treasurer were added to the 1999 contract. The new agreement presented to the City Council would be for the term of March 15, 2000 to March 15, 2001. If approved, the agreement will be presented to WOCWB at the next regular meeting on March 15, 2000. Environmental Status: The proposed professional service contract to perform this work for the West Orange County Water Board has been determined to be categorically exempt pursuant to Class I. Section 15301 of the California Environmental Quality Act. Attachment(s): Agreement for General Management, Engineering, Secretarial and Fiscal Agent Services. RCA Author: Ken Dills:gc Ex 5055 Document4 -2- 02/23/00 4:17 PM E WEST ORANGE COUNTY WATER BOARD AGREEMENT FOR RETENTION OF CONTRACT MANAGER This Agreement ("Agreement") is made and entered into this 6 th day of March, 2000, by and between WEST ORANGE COUNTY WATER BOARD (hereinafter called "BOARD"), a joint powers agency established pursuant to that certain Joint Powers Agreement executed on October 25, 1967, known as the "West Orange County Water Board Joint Powers Agreement" (the "Joint Powers Agreement") by and among the City of Garden Grove, the City of Huntington Beach, the City of Seal Beach and the City of Westminster, and the CITY OF HUNTINGTON BEACH, a California charter city through its WATER OPERATIONS department, hereinafter called "CONTRACT MANAGER." RECITALS BOARD desires to retain the services of CONTRACT MANAGER and through the CONTRACT MANAGER's designee to act as General Manager, Engineer, Fiscal Agent and Secretary of the BOARD, and CONTRACT MANAGER has employees qualified to perform such duties. CONTRACT MANAGER, pursuant to the'terms hereof, has or shall designate one or more of its employees or other persons ("CONTRACT MANAGER'S DESIGNEE(S)") to perform the duties of General Manager, Engineer, Fiscal Agent and Secretary of BOARD NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS: 1. CONDITIONS OF AGREEMENT a. CONTRACT MANAGER is hereby retained by BOARD to provide the services of General Manager, Engineer, Fiscal Agent and Secretary of BOARD and to perform the duties and discharge the functions of those offices. The CONTRACT MANAGER shall designate, in writing, one or more persons to service in the foregoing capacities to the BOARD. Any person(s) so designated shall be qualified to act in such capacity(ies). Each such service position shall be filled by a designated person at all times during the term hereof unless the BOARD otherwise expressly consents. Contract Manager shall not contract out, or subcontract, any such services without the prior consent of the BOARD. b. The term of this Agreement shall be for the period beginning on March 15, 2000, and ending on March 15, 2001, which term may be renewable at the direction of BOARD's Governing Board (the "Governing Board"). 2. COMPENSATION OF CONTRACT MANAGER a. CONTRACT MANAGER shall be compensated for services provided, on a time -and -materials basis, in accordance with the following hourly rates: (i). Engineering) Management Services $63.13 per hour (ii). Engineering Services A. Senior Accountant $54.20 per hour B. Associate Civil Engineer $41.23 per hour C. Engineering Technician $37.64 per hour D. Engineering Aide $34.75 per hour E. Contract Administrator $38.57 per hour (iii). Secretarial Services $22.00 per hour BA W &G/REA/dew/47140.04 19007 A 13 02/17/00 Final _2_ b. The CONTRACT MANAGER shall submit to the Governing Board a written report or statement, no less often than quarterly, detailing the services provided by CONTRACT MANAGER which are subject to compensation under the terms of this Agreement. The Governing Board shall review and, upon its approval, authorize payment to the CONTRACT MANAGER for all such services as described herein. 3. GENERAL PROVISIONS a. CONTRACT MANAGER is authorized to incur reasonable incidental and outside services expenses in the discharge of the functions set forth herein and as authorized by BOARD. Upon submittal of such documentary evidence as may be required by BOARD, CONTRACT MANAGER will be reimbursed for such expenses by BOARD. b. The respective duties of General Manager, Engineer, Fiscal Agent and Secretary to be performed by CONTRACT MANAGER on behalf of BOARD are generally described as follows, and which duties may be amended or revised from time to time by BOARD: For the General Manager: • Attend all regular and special meetings of the Governing Board and other such meetings as requested by the BOARD. • Attendance at all other meetings as necessary for the proper management of the BOARD, as directed by the Governing Board. • Manage and oversee the fiscal, budgetary and administrative responsibilities of the BOARD. • Directs the activities of the BOARD's engineering requirements and those of any other consultants which the BOARD may designate. BA W &G/REA/dew/47140.04 19007 A 13 02/17/00 Final _3_ 0 0 • Review all, and direct the preparation of, meeting agendas, minutes and staff reports as prepared by the BOARD's various consultants and staff. • Prepare and/or direct the preparation of necessary backup materials and engineering staff reports for Governing Board meetings and BOARD agenda packages. • Work with the Secretary of the BOARD regarding activities to be brought before the • Represent the BOARD in communications with the Municipal Water District of Orange County, the water departments of each of the member agencies, and with other governmental and water agencies, as necessary. • Review and approve the BOARD's bills and warrants, except management and engineering, before being submitted to the Governing Board for approval. In months for.which BOARD meetings are not scheduled, approve all non -engineering bills and warrants for payment. • Directs the preparation of the annual budget for the Governing Board's review and approval and directs the activities of the BOARD's accountant. • Coordinate the efforts of the maintenance staff of the City of Huntington Beach Water Department for operation and maintenance of the BOARD'S facilities. • Directs the providing of contract administration and monitoring of BOARD construction activities and assists in the preparation of construction progress payments and warrants. • Provide information to member agencies regarding water deliveries, shutdowns and maintain and improve communications between the member agencies. BA W&G/REA/dew/47140.04 19007 A 13 02/17/00 Final _4_ 0 0 For the BOARD's Engineer: • Provide consultation and advice in regard to engineering matters concerning BOARD facilities and operations. • Perform investigations and studies and present recommendations for BOARD actions on projects of major impact to the BOARD's operations and service of water. • Prepare engineering staff reports, as directed by the Governing Board. • Prepare the designs and computation for project plans and technical specifications for projects directed and authorized by the Governing Board. • Perform the preparation of record drawings and surveys. • Assists in the securing of competitive bids for construction and in the award of construction contracts. Reviews the work of contractors with respect to the intent of the plans and specifications. Processes Change Order Requests for submittal to the Governing Board. L- • Prepare engineering staff reports as directed by the Governing Board. • Other services of an engineering nature as directed by the Governing Board. For the BOARD's Fiscal Agent: • Monitor, maintain and assist in the preparation of the BOARD's budget. • Prepare and remit all payments on a monthly basis. B A W &G/ R EA/dew/47140.04 19007 A 13 02/17/00 Final _5_ 0 • • Control and track all expenditures, revenues, payables and receivables and keep thorough and accurate records thereof. • Maintain at the direction of the Governing Board the required reserve balance and advise to any necessary adjustments to the reserve policy. • Assist in the annual audit of the BOARD's finances. • Prepare other financial reports as directed. For the BOARD's Secretary: • Prepare on a monthly basis, the agenda, the agenda packet and mailing. • Type demands. • Calculate billing of expenses to each member agency of the BOARD. • Prepare packets for mailing. • Attend meetings - Quarterly or more often as required. • Prepare minutes and mailing - Monthly. • Process bills for payment - Monthly. • Maintenance and operations billing - Semi -Annually. • Prepare water billing and mail - Monthly. BA W &G/ R E A/dew/47140.04 19007 A 13 02/17/00 Final _6_ • Coordinate with Water Operations Manager - As needed. • Prepare Special Meeting Notices - As needed. • Post all agendas, adjournment notices and special meeting notices - As needed. • Notify directors of special meetings - As needed. • Schedule meeting room and verify quorum -Quarterly. • Annually distribute and collect Fair Political Statement of Economic Interest forms. • Distribute, collect and execute all Joint Powers Agreement Amendments - As needed. C. If any actions at law or in equity challenging the validity of any provision of this Agreement are undertaken by any party other than CONTRACT MANAGER, BOARD shall provide adequate legal counsel for CONTRACT MANAGER at no cost to CONTRACT MANAGER, and shall reimburse CONTRACT MANAGER for any costs, losses or damages suffered by CONTRACT MANAGER as a result of such actions. 4. TERMINATION a. Notwithstanding anything herein contained to the contrary, this Agreement may be terminated at any time by mutual written consent of the parties hereto. b. This Agreement may be deemed by the Governing Board terminated effective immediately upon the occurrence of any of the following events: BA W &G /REA/dew'' 47140.04 19007 A 13 02/17/00 Final _7_ U (i) The death or permanent incapacity of CONTRACT MANAGER's DESIGNEE unless the CONTRACT MANAGER's replacement designee is promptly accepted by the BOARD in writing. (ii) The willful or habitual breach of the duties to be undertaken by CONTRACT MANAGER under this Agreement unless waived by (iii) The commission by CONTRACT MANAGER's DESIGNEE, or any of them, of any act of malfeasance in office. c. Termination hereunder shall not prejudice any remedy which either party may - have either at law, in equity, or under the terms of this Agreement. 5. INSURANCE AND INDEMNIFICATION a. The CONTRACT MANAGER'S DESIGNEE shall maintain insurance, or provide equivalent self-insurance, as will protect the BOARD from any and all claims under the Worker's Compensation Laws and from general liability claims for bodily injury, or death, or property damage which may arise from negligent performance by the CONTRACT MANAGER'S DESIGNEE's employees, agents, successors, and assigns while performing the services covered by this Agreement. The insurance shall be primary insurance and non-contributing. Said public liability and property damage insurance shall be in a minimum amount of one million dollars ($1,000,000). The CONTRACT MANAGER'S DESIGNEE shall provide evidence of such insurance, or provide equivalent self-insurance, to the BOARD, including provision for not less than thirty (30) days notice of termination or cancellation by the insurance carrier. b. The CONTRACT MANAGER's DESIGNEE(S), and each of them, agree to maintain professional liability insurance, or provide equivalent self-insurance or reinsurance, protect BA W&G/REA/dew/47140.04 19007 A 13 02/17/00 Final _8_ the BOARD from CONTRACT MANAGER'S DESIGNEE's negligent acts, errors, or omissions of a professional nature; the total aggregate of CONTRACT MANAGER'S DESIGNEE's professional liability insurance coverage shall be a minimum of one million dollars ($1,000,000). C. The CONTRACT MANAGER'S DESIGNEE(S), and each of them, shall indemnify and hold BOARD harmless from any and all claims, demands, actions, attorney's fees, costs, and expenses based upon or arising out of errors, omissions, or negligent acts of CONTRACT MANAGER'S DESIGNEE, or its associates, employees, subcontractors, or other agents while performing services under this Agreement. d. In the event suit is brought by either party to enforce the terms and provisions of this Agreement or to secure the performance thereof, each party shall bear it own attorney's fees. 6. NOTICES Unless waived by the other party, any notices to be provided by either party hereto to the other shall be in writing, sent by U.S. mail, postage prepaid, registered, addressed as follows: Notice to BOARD: Board of Directors West Orange County Water Board 2000 Main Street Huntington Beach, CA 92648 Notice to CONTRACT MANAGER: City of Huntington Beach - Water Operations P. O. Box 190 Huntington Beach, CA 92648 Change in the address of either party hereto shall be notified by the latter to the other party in writing sent by U.S. mail, postage prepaid, registered, addressed to such party's address as last notified to the notifying party. BA W&G/REAidew/47140.04 19007 A 13 02/17/00 Final _(�_ 7. ENTIRE AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the duties of CONTRACT MANAGER for BOARD and contains all the covenants and agreements between the parties with respect to such employment. 8. CONFIDENTIAL INFORMATION CONTRACT MANAGER acknowledges and stipulates that in the performance of its duties, the Board discloses and entrusts the CONTRACT MANAGER with confidential information of the Board. CONTRACT MANAGER agrees not to directly or indirectly disclose or use at any time, during the term of his employment by the Board and thereafter, -any such information, whether it be in the forms of records, lists, data, drawings, reports or otherwise, of a business or technical nature, which are acquired by CONTRACT MANAGER because of the confidential nature of CONTRACT. MANAGER's relationship with the BOARD unless such disclosure is authorized by the BOARD in writing. 9. WAIVER Either party to this Agreement may specifically and expressly waive, in writing, compliance by the other party hereto with any term, condition or requirements set forth in this Agreement. Either party to this Agreement may specifically and expressly waive, in writing, any breach of any term, condition or requirement of this Agreement by the other party hereto. However, in the event that either party makes or gives such a waiver, such action shall not constitute a further or continuing waiver of any preceding or succeeding breach, or requirement of compliance with, the same or any other provision or contractual requirement, unless a specific statement to the contrary is contained within such waiver. The waiving party may, at any time thereafter, require further compliance by the other party hereto with the requirements or provisions of this Agreement that have been so waived. The consent of one party to any act by the other party for which such BA W &G/REA/dew/47140.04 19007 A 13 02/ 17/00 Final -10- 0 • written consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such written consent for the same or similar acts in the future. No waiver or consent shall be implied from the silence or from the failure of any party to an act, except as otherwise specified in this Agreement. 10. JURISDICTION The parties hereby understand and agree that this Agreement, and the attachments hereto, have been negotiated and executed in the State of California and shall be governed by, and construed under, the laws of the State of California. 11. AMENDMENTS No addition to, or modification of, any provision contained in this Agreement shall be effective unless fully set forth in writing signed by the authorized representatives of both of the parties hereto. 12. INTERPRETATION (a) The parties hereto acknowledge and agree that each has been given the opportunity to independently review this Agreement with legal counsel, and/or has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions of the Agreement. (b) In the event of a controversy or dispute between the parties concerning the provisions herein, this Agreement shall be interpreted according to the provisions herein and no presumption shall arise concerning the draftsman of such provision. BA W&G/REA/dew/47140.04 19007 A 13 021117/00 Final -11- 13. SEVERABILITY If any term, provision, condition or covenant of the Agreement, or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, each remaining term and provision of this Agreement, or the application of such term, provision, covenant or condition to persons or circumstances other than those to whom or which it is held to be invalid or unenforceable, shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and enforceable to the fullest extent provided by law. 14. EXECUTION OF COUNTERPARTS This Agreement maybe executed in any number of counterparts, each of which shall be deemed a duplicate original when all counterparts are executed, but all of which shall constitute a single instrument. 15. RESTRICTION ON ASSIGNMENT The duties and obligations of the CONTRACT MANAGER hereunder shall not be assigned by the CONTRACT MANAGER without the express prior written consent of the Governing Board of the BOARD. No right or benefit or payment under this Agreement shall be subject to sale, assignment, pledge, encumbrance or change and any attempt to sell, sign, pledge, encumber or change the same shall be void. [Remainder of this page is blank.] BA W&G/REA/dew/47140.04 19007 A 13 02/17/00 Final -12- • 0 Executed at vplifornia on the day and year first above written. BOARD: West Orange County Water Board, CONTRACT MANAGER City of Huntington Beach, a California municipal a jointyewfrs agency corporation BY resident Mayor APPROVED AS TO FORM: ATT By City Clerk BOWIE, ARNESON, WILES & GIANNONE, Legal Counsel to West Orange County Water Board REVIEWED AND APPROVED: City dministrator APPROVED AS TO FORM: 'ee�- X-�z �-- Cit Attorney INIT AND APP D: Director of Public Works - Signature Page - 0 0 RCA ROUTING SHEET INITIATING DEPARTMENT: P;uWic Works - Wa#er„f� SUBJECT: A - rove A pengt for General Mana ement, E! ineerin PP 9 9 g _ �g.o S_ ecretarial and Fiscal Agent Services Between the West-- Orange County Water Board na d the City of Huntington Beach. �— COUNCIL MEETING DATE: March 6, 2000 RCA, ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS EXFLANATION FOR RETURN OF ITEM: