Dopudja & Wells, Inc - IID Study Consultant Agreement 2022-08-081
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite 11 l-B
Riverside, California
92506
(951)369-0631
Professional Service Agreement between the Riverside Local
Agency Formation Commission and Dopudja & Wells, Inc., a California Corporation
This Agreement, made and entered into this ',1day ofGGS ✓ , 2022, by and
between Dopudja & Wells, Inc., a California corporation (herein referred to as "CONTRACTOR"),
and the Riverside Local Agency Formation Commission, a commission created within the County
of Riverside by the provisions of the Cortese -Knox -Hertzberg Local Government Reorganization
Act of 2000, set forth in Government Code section 56000 et seq. (herein referred to as "LAFCO").
WHEREAS, Government Code section 56375(k) authorizes LAFCO to contract for
professional services with a person who is trained and experienced, and who is competent to perform
the services required so as to carry out and effect the functions of the commission; and
WHEREAS, CONTRACTOR has the expertise, special skills, knowledge and experience to
perform tasks set out herein.
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties
hereto agree as follows:
1. Description of Services
1.1 CONTRACTOR, at the request of LAFCO, shall analyze and prepare the
"Alternative Governance Structures and Alternative Electricity Service
Provision- Imperial Irrigation District" report as outlined and specified in
Exhibit A consisting of four (4) pages, attached hereto and by this reference
incorporated herein.
1.2 CONTRACTOR represents and maintains that it is skilled to perform all services,
duties, and obligations required by this Agreement to fully and adequately complete
the project. CONTRACTOR shall perform the services and duties in conformance
with and consistent with the standards generally recognized as being employed by
professionals in the same discipline in the State of California. CONTRACTOR
further represents and warrants that it has all licenses, permits, qualifications and
approvals of whatever nature that are legally required to practice its
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite I11-B
Riverside, California
92506
(951) 369-0631
profession/service. CONTRACTOR further represents that it shall keep all such
licenses and approvals in effect during the term of this Agreement. CONTRACTOR
is not to perform services for LAFCO outside of this Agreement.
2. Period of Performance
2.1 Unless terminated as specified in Section 8 Termination, this Agreement shall be
effective upon execution and continue in effect through February 29, 2024.
Extension of this Agreement shall require mutual written consent by the
CONTRACTOR and LAFCO and shall be considered an amendment to this
Agreement to be processed in accordance with Section 10 Alteration.
CONTRACTOR shall commence performance of the requested services upon
notification and shall diligently perform such services.
3. Compensation
3.1 LAFCO shall pay CONTRACTOR for services performed and expenses incurred in
accordance with the terms of Exhibit B attached hereto. Maximum payments by
LAFCO to CONTRACTOR shall not exceed $ 416,380. LAFCO is not responsible
for any fees or costs incurred above or beyond the contracted amount and shall have
no obligation to purchase any specified amount of service or products.
3.2 Said compensation shall be paid in accordance with an invoice submitted to LAFCO
by CONTRACTOR within fifteen (15) calendar days from the last day of each
calendar month, and LAFCO shall pay the invoice within thirty (30) calendar days
from the date of receipt of the invoice. Payments are to be made to Dopudja & Wells,
Inc.
3.3 It is mutually agreed and understood that the obligation of LAFCO is limited by and
contingent upon the availability of LAFCO funds for the reimbursement of
CONTRACTOR's fees. In the event that such funds are not forthcoming for any
reason, LAFCO shall immediately notify CONTRACTOR in writing, and this
Agreement shall be deemed terminated and have no further force and effect
immediately upon receipt of LAFCO'S notification by CONTRACTOR. In the
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite 111-B
Rirenide, California
92506
(951) 369-0631
event of such termination, CONTRACTOR shall be entitled to reimbursement of its
costs in accordance with Section 8 Termination.
4. Assignment
CONTRACTOR shall not delegate or assign any interest in this Agreement and shall not
transfer any interest in the same, whether by operation of law or otherwise, without the prior written
consent of LAFCO.
5. Hold Harmless/Indemnification
5.1 CONTRACTOR shall indemnify and hold harmless LAFCO, its Commissioners,
employees, agents and representatives from any liability to the proportionate extent
arising out of the negligent acts, errors, or omissions of CONTRACTOR, its officers,
employees, subcontractors, agents or representatives while performing services
under this Agreement, including but not limited to property damage, bodily injury,
or death or any other element of any kind or nature whatsoever. CONTRACTOR
shall defend at sole expense, all costs and fees, including but not limited to attorneys'
fees, defense and settlements or awards in any claim or action based upon the
foregoing.
5.2 With respect to any action or claim subject to indemnification herein by
CONTRACTOR, CONTRACTOR shall, at its sole cost, have the right to use counsel
of its own choice and shall have the right to adjust, settle, or compromise any such
action or claim without the prior consent of LAFCO; provided, however, that any
such adjustment, settlement or compromise in no manner whatsoever limits or
circumscribes CONTRACTOR's indemnification to LAFCO as set forth herein.
CONTRACTOR's obligation to defend, indemnify and hold harmless LAFCO shall
be subject to LAFCO having given CONTRACTOR written notice within a
reasonable period of time of the claim or the commencement of the related action, as
the case may be, and information and reasonable assistance, at the CONTRACTOR's
expense, for the defense or settlement thereof. CONTRACTOR's obligation
hereunder shall be satisfied when CONTRACTOR has provided to LAFCO the
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite 111-B
Riverside, Cuiifornia
92506
(951) 369-0631
appropriate form of dismissal relieving LAFCO from any liability for the action or
claim involved. Section 5 shall survive the termination of this Agreement.
5.3 The specified insurance limits required in the Agreement shall in no way limit or
circumscribe CONTRACTOR's obligations to indemnify and hold harmless LAFCO
herein from third party claims.
6. Waiver of Default
Any waiver by LAFCO of any breach of any one or more of the terms of this Agreement
shall not be construed to be a waiver of any subsequent or other breach of the same or of any other
term hereof. Failure on the part of LAFCO to require exact, full and complete compliance with any
terms of this Agreement shall not be construed as in any manner changing the terms hereof, or
estopping LAFCO from enforcement hereof.
7. Availability of Funding
LAFCO's obligation for payment of any contract beyond the current fiscal year end is
contingent upon the availability of funding from which payment can be made. No legal liability on
the part of LAFCO shall arise for payment beyond June 30 of the calendar year unless funds are
made available for such performance. If funds will not be available, LAFCO shall provide notice
to CONTRACTOR as soon as this fact is known.
8. Termination
8.1 LAFCO may terminate this Agreement without cause upon thirty (30) days' written
notice served upon CONTRACTOR stating the extent and effective date of
termination.
8.2 LAFCO may, upon five (5) days' written notice, terminate this Agreement for
CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the
provisions of this Agreement or fails to make progress so as to endanger performance
and does not cure such failure within a reasonable period of time after receiving
written notice from LAFCO. In the event of such termination, LAFCO may proceed
with the work in any manner deemed proper to LAFCO.
8.3 After receipt of the Notice of Termination pursuant to paragraph 8.1 or 8.2 above,
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite ill-B
Riverside, California
92506
(951) 369-0631
CONTRACTOR shall:
a.) Stop all work under this Agreement on the date specified in the Notice of
Termination.
b.) Transfer to LAFCO and deliver in the manner, and to the extent, if any, as
directed by LAFCO, any equipment, information, data or reports which, if the
Agreement had been completed, would have been required to be furnished to
LAFCO;
8.4 After termination pursuant to paragraph 8.1 or 8.2 above, LAFCO shall make
payment for all services performed in accordance with this Agreement as of the date
of termination, a total amount which bears the same ratio to the total maximum fee
otherwise payable under this Agreement as the services actually bear to the total
services necessary for performance of this Agreement.
8.5 Notwithstanding any of the provisions of this Agreement, CONTRACTOR's rights
under this Agreement shall terminate (except for fees accrued prior to the date of
termination) upon dishonesty, a willful or material breach of this Agreement by
CONTRACTOR, or in the event of CONTRACTOR's unwillingness or inability for
any reason whatsoever to perform the duties hereunder. In such event,
CONTRACTOR shall not be entitled to any further compensation under this
Agreement.
8.6 The rights and remedies of LAFCO provided in this section shall not be exclusive
and are in addition to any other rights and remedies provided by law or under this
Agreement.
9. Disputes
Except as otherwise provided in this Agreement, any dispute concerning a question of fact
arising under this Agreement which is not disposed of by agreement shall be decided by the
Executive Officer, who shall furnish the decision in writing. The decision of the Executive Officer
shall be final and conclusive unless determined by a court of competent jurisdiction to have been
fraudulent or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith.
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite 111-B
Riverside, California
92506
(951) 369-0631
CONTRACTOR shall proceed diligently with the performance of the Agreement pending the
Executive Officer's decision.
10. Alteration
Modifications or changes to the scope of work or this Agreement may only be made by
written amendment to this Agreement signed by either the LAFCO Chair or the Executive Officer
and CONTRACTOR.
11. Independent Contractor
11.1 CONTRACTOR is, for purposes arising out of this Agreement, an independent
contractor and shall not be deemed an employee of LAFCO. It is expressly
understood and agreed that CONTRACTOR shall in no event, as a result of this
Agreement, be entitled to any benefits to which LAFCO employees are entitled,
including but not limited to overtime, any retirement benefits, worker's compensation
benefits, and injury leave or other leave benefits. CONTRACTOR hereby holds
LAFCO harmless from any and all claims that may be made against LAFCO based
upon any contention by any third party that an employer -employee relationship exists
by reason of this Agreement.
11.2 It is further understood and agreed by the parties hereto that CONTRACTOR, in the
performance of its obligations hereunder, is subject to the control or direction of
LAFCO merely as to the result to be accomplished by the services hereunder agreed
to be rendered and performed and not as to the means and methods for accomplishing
the results.
11.3 CONTRACTOR shall provide and maintain, throughout the term of this Agreement,
CONTRACTOR's own workplace, tools, equipment, and supplies necessary to
perform the duties set forth under this Agreement. Notwithstanding the foregoing,
LAFCO may, in its sole discretion, and with its prior written consent, provide access
to LAFCO facilities, offices, or meeting rooms during regular work hours for
meetings, conferences, or other work of CONTRACTOR.
11.4 CONTRACTOR has the right to perform services for other clients during the term
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite 111.-B
Riverside, California
92506
(951) 369-0631
of this Agreement as long as such services are not in direct conflict with the services
provided to LAFCO.
12. Subcontract for Work or Services
No Agreement shall be made by CONTRACTOR with any party for furnishing any of the
work or services herein contained without the prior written approval of the Executive Officer, but
this provision shall not require the approval of contracts of employment between CONTRACTOR
and personnel assigned for services thereunder, or for parties named in the proposal and agreed to
under any resulting contract. The following individuals/firms are acknowledged as subcontractors
to Dopudja & Wells, Inc. for this project: Brian J. Brady & Associates and PC Consulting.
13. Interest of Contractor
CONTRACTOR covenants that it presently has no interest in, including but not limited to,
other projects or independent contracts, and shall not acquire any such interest, direct or indirect,
which would conflict in any manner or degree with the performance of services required to be
performed under this Agreement. CONTRACTOR further covenants that in the performance of this
Agreement, no person having any such interest shall be employed or retained by it.
14. Conduct of Contractor
14.1 CONTRACTOR agrees to inform LAFCO of all CONTRACTOR's and
subcontractors' interest(s), if any, which are or which CONTRACTOR believes to
be incompatible with any interest of LAFCO.
14.2 CONTRACTOR and subcontractors shall not act, under any circumstances, in a
manner that might reasonably be interpreted as an attempt to influence the recipient
in the conduct of its duties, or accept any gratuity or special favor from individuals
or organizations with whom CONTRACTOR or subcontractors are doing business
or proposing to do business, in accomplishing the work under the Agreement.
14.3 CONTRACTOR, subcontractors or employees thereof shall not offer gifts, gratuity,
favors and/or entertainment directly or indirectly to LAFCO employees.
15. Disallowance
In the event CONTRACTOR receives payment for services under this Agreement that is
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite 111-B
Riverside, California
92506
(951) 369-0631
later disallowed by LAFCO for nonconformance with the terms and conditions herein, and LAFCO
provides written notice to CONTRACTOR of same, and adequate justification for such
disallowance, CONTRACTOR shall promptly refund the disallowed amount to LAFCO on request,
or at its option, LAFCO may offset the amount disallowed from any payment due to
CONTRACTOR under any agreement with LAFCO.
16. Governing_Law; Jurisdiction; Severability
This Agreement and its construction and interpretation as to validity, performance and
breach shall be construed under the laws of the State of California. Any legal action related to this
Agreement shall be filed in the Superior Court of the State of California located in Riverside,
California. In the event any provision in this Agreement is held by a court of competent jurisdiction
to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full
force without being impaired or invalidated in any way.
17. Insurance
Without limiting or diminishing CONTRACTOR's obligation to indemnify or hold LAFCO
harmless, CONTRACTOR shall procure and maintain or cause to be maintained, at its sole cost and
expense, the following insurance coverages during the term of this Agreement.
17.1 Workers' Compensation
If CONTRACTOR has employees as defined by the State of California,
CONTRACTOR shall maintain statutory Workers' Compensation Insurance
(Coverage A) as prescribed by the laws of the State of California. Policy shall include
Employers' Liability (Coverage B) including Occupational Disease with limits not
less than one million dollars ($1,000,000) per person per accident. The policy shall
be endorsed to waive subrogation in favor of LAFCO, and, if applicable, to provide
a Borrowed Servant/Alternate Employer Endorsement.
17.2 Commercial General Liability
CONTRACTOR shall procure and maintain Commercial General Liability insurance
coverage, including but not limited to, premises liability, contractual liability,
products and completed operations liability, personal and advertising injury covering
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite 111-B
Riverside, California
92506
(951) 369-0631
claims which may arise from or out of CONTRACTOR's performance of its
obligations hereunder. Policy shall name LAFCO and all its commissioners,
employees, agents or representatives as Additional Insureds. Policy's limit of
liability shall not be less than one million dollars ($1,000,000) per occurrence
combined single limit. If such insurance contains a general aggregate limit, it shall
apply separately to this Agreement or be no less than two (2) times the occurrence
limit.
17.3 Vehicle Liability
If CONTRACTOR's vehicle or mobile equipment are used in the performance of the
obligations under this Agreement, then CONTRACTOR shall maintain liability
insurance for all owned, non -owned or hired vehicles so used in an amount not less
than one million dollars ($1,000,000) per occurrence combined single limit. If such
insurance contains a general aggregate limit, it shall apply separately to this
Agreement or be no less than two (2) times the occurrence limit. Policy shall name
LAFCO and all its commissioners, employees, agents or representatives as
Additional Insureds.
17.4 Professional Liability Insurance
CONTRACTOR shall maintain Professional Liability Insurance providing coverage
for CONTRACTOR's performance of work included within this Agreement, with a
limit of liability of not less than one million dollars ($1,000,000) per occurrence and
two million dollars ($2,000,000) annual aggregate. If CONTRACTOR's
Professional Liability Insurance is written on a claims made basis rather than an
occurrence basis, such insurance shall continue through the term of this Agreement
and CONTRACTOR shall purchase at its sole expense either 1) an Extended
Reporting Endorsement (also known as Tail Coverage); or 2) Prior Dates Coverage
from new insurer with a retroactive date back to the date of, or prior to, the inception
of this Agreement; or 3) demonstrate through Certificates of Insurance that
CONTRACTOR has maintained continuous coverage with the same or original
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite 111-B
Riverside, California
92506
(951) 369-0631
insurer. Coverage provided under items 1), 2) or 3) shall continue for a period of
two (2) years beyond the termination of this Agreement, if available.
17.5 General Insurance Provisions — All Lines
17.5.1 Any insurance carrier providing insurance coverage hereunder shall
be admitted to the State of California and have an AM BEST rating of not less
than A: VIII (A:8) unless such requirements are waived, in writing, by the
LAFCO Risk Manager. If the LAFCO Risk Manager waives a requirement for
a particular insurer, such waiver is only valid for that specific insurer and only
for one policy term.
17.5.2 CONTRACTOR's insurance carrier(s) must declare its insurance
deductibles or self -insured retentions. If such deductibles or self -insured
retentions exceed five hundred thousand dollars ($500,000) per occurrence,
such deductibles and/or retentions shall have the prior written consent of the
LAFCO Risk Manager before the commencement of operations under this
Agreement. Upon notification of deductibles or self -insured retentions
unacceptable to LAFCO, and at the election of the LAFCO Risk Manager,
CONTRACTOR's carriers shall either: 1) reduce or eliminate such deductibles
or self -insured retentions with respect to this Agreement with LAFCO, or 2)
procure a bond which guarantees payment of losses and related investigations,
claims administration, and defense costs and expenses.
17.5.3 CONTRACTOR shall cause CONTRACTOR's insurance carrier(s)
to furnish LAFCO with either 1) a properly executed original Certificate(s) of
Insurance and certified original copies of Endorsements effecting coverage as
required herein, or 2) if requested to do so orally or in writing by the LAFCO
Risk Manager, provide original Certified copies of policies including all
Endorsements and all attachments thereto, showing such insurance is in full
force and effect. Further, said Certificate(s) and policies of insurance shall
contain the covenant of the insurance carrier(s) that thirty (30) days' written
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Arenuc
Suite 111-13
Ri.er.vidc, California
92506
(951) 369-0631
notice shall be given to LAFCO prior to any material modification, cancellation,
expiration or reduction in coverage of such insurance. In the event of a material
modification, cancellation, expiration, or reduction in coverage, this Agreement
shall terminate forthwith, unless LAFCO receives, prior to such effective date,
another properly executed original Certificate of Insurance and original copies
of endorsements or certified original policies, including all endorsements and
attachments thereto evidencing coverage's set forth herein, and the insurance
required herein is in full force and effect. CONTRACTOR shall not commence
operations until LAFCO has been furnished original Certificate(s) of
Insurance and certified original copies of endorsements or policies of
insurance including all endorsements and any and all other attachments as
required in this Section. An individual authorized by the insurance carrier to
do so on its behalf shall sign the original endorsements for each policy and
the Certificate of Insurance.
17.5.4 It is understood and agreed to by the parties hereto and the insurance
company(s), that CONTRACTOR's Certificate(s) of Insurance and policies
shall so covenant and shall be construed as primary insurance, and LAFCO'S
insurance and/or deductibles and/or self -insured retentions or self -insured
programs shall not be construed as contributory.
17.5.5 LAFCO'S Reserved Rights -Insurance. If, during the term of this
Agreement or any extension thereof, there is a material change in the scope of
services, LAFCO reserves the right to adjust the types of insurance required
under this Agreement and the monetary limits of liability for the insurance
coverage currently required herein, if, in the LAFCO Risk Manager's reasonable
judgment, the amount or type of insurance carried by CONTRACTOR has
become inadequate.
17.5.6 CONTRACTOR shall pass down the insurance obligations contained
herein to all tiers of subcontractors working under this Agreement.
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite 111-B
Riverside, California
92506
(951) 369-0631
17.5.7 The insurance requirements contained in this Agreement may be met
with a program(s) of self-insurance acceptable to LAFCO.
8. Licensing and Permits
18.1 All offerors and contractors shall be licensed, if required, in accordance with the
laws of this State and any offeror or contractor not so licensed is subject to the penalties
unposed by such laws.
18.2 CONTRACTOR further warrants that it has all necessary permits, approvals,
certificates, waivers and exemptions necessary for the provision of services hereunder and
required by the laws and regulations of the United States, State of California, the County of
Riverside and all other appropriate governmental agencies, and shall maintain these
throughout the term of this Agreement.
19. Contractor's Responsibility
19.1 It is understood that CONTRACTOR has the skills, experience and knowledge
necessary to perform the services agreed to be performed under this Agreement, and that
LAFCO relies upon CONTRACTOR's representations about its skills, experience and
knowledge to perform CONTRACTOR's services in a competent manner. Acceptance by
LAFCO of the services to be performed under this Agreement does not operate as a release
of said CONTRACTOR from responsibility for the work performed.
19.2 It is further understood and agreed that CONTRACTOR is apprised of the scope of
the work to be performed under this Agreement, and CONTRACTOR agrees that said work
can and shall be performed in a fully competent manner.
20. Conflict of Interest
CONTRACTOR shall have no interest, and shall not acquire any interest, direct or indirect,
hich will conflict in any manner or degree with the performance of services required under this
greement.
21. Non -Discrimination
CONTRACTOR shall not discriminate in the provision of services, allocation of benefits,
accommodation in facilities, or employment of personnel on the basis of ethnic group identification,
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite 111-B
Riverside, California
92506
(951) 369-0631
race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital
status or sex in the performance of this Agreement, and, to the extent they are found to be applicable
hereto, shall comply with the provisions of the California Fair Employment Practices Act
(commencing with Section 1410 of the Labor Code), the Federal Civil Rights Act of 1964 (P.L. 88-
352), the Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.), and all other
applicable laws and regulations.
22. Assurances
CONTRACTOR will comply with LAFCO policies and procedures where applicable, and
LAFCO will provide any such policies and procedures to CONTRACTOR. In the event that the
policies and procedures promulgated by LAFCO are more restrictive than, but not in conflict with,
Federal or State policies and procedures, those issued by LAFCO will prevail.
23. Records and Documents
CONTRACTOR shall make available, upon written request by LAFCO and any duly
authorized Federal, State or County agency, a copy of this Agreement and such books, documents
and records as are necessary to certify the nature and extent of the costs of the services provided by
CONTRACTOR. All such books and records shall be maintained by CONTRACTOR for at least
five (5) years from the termination of this Agreement and be available for audit by LAFCO.
CONTRACTOR shall provide LAFCO with reports and information relative to this Agreement and
in accordance with terms set forth herein, as requested by LAFCO. All work papers prepared by
CONTRACTOR shall remain the property of CONTRACTOR.
24. Confidentiality
CONTRACTOR shall protect from unauthorized disclosure names and other identifying
information concerning persons receiving services pursuant to this Agreement, except for statistical
information not identifying any client. CONTRACTOR shall not use such information for any
purpose other than carrying out CONTRACTOR's obligations under this Agreement.
CONTRACTOR shall promptly transmit to LAFCO all requests for disclosure of such information
not emanating from the client. CONTRACTOR shall not disclose, except as otherwise specifically
permitted by this Agreement or authorized by the client, any such information to anyone other than
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite I1I-B
Riverside, California
92506
(951) 369-0631
LAFCO. For purposes of this paragraph, identity shall include, but not be limited to, name,
identifying number, symbol, or other identifying particular assigned to the individual, such as
fingerprint, voiceprint or a photograph. CONTRACTOR in this Agreement is subject to all relevant
requirements contained in the Health Insurance Portability and Accountability Act of 1996
(HIPAA), Public Law 104-191, enacted August 21, 1996, and the laws and regulations promulgated
subsequent thereto. CONTRACTOR hereto agrees to cooperate in accordance with the terms and
intent of this Agreement for implementation of relevant law(s) and/or regulations(s) promulgated
under this Law. CONTRACTOR further agrees that it shall be in compliance, and shall remain in
compliance, with the requirements of HIPAA, and the laws and regulations promulgated subsequent
hereto, as may be amended from time to time.
25. Administration/Contract Liaison
The Executive Officer, or designee, shall administer this Agreement on behalf of LAFCO.
26. Notices
All correspondence and notices required or contemplated by this Agreement shall be
delivered to the respective parties at the addresses set forth below and are deemed submitted one (1)
day after their deposit in the United States mail, postage prepaid:
//
Riverside Local Agency Formation Commission Dopudja & Wells, Inc., a California
Attn: Gary Thompson, Executive Officer Corporation
6216 Brockton Avenue, Suite 111-B Attn: Stephen Dopudja, P.E.
Riverside, CA 92506 6789 Quail Hill Parkway, #421
Irvine, CA 92603
//
27. Force Maieure
27.1 In the event CONTRACTOR is unable to comply with any provision of this
Agreement due to causes beyond its control, such as acts of God, acts of war, civil disorders,
or other similar acts, CONTRACTOR shall not be held liable to LAFCO for such failure to
comply.
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite I11-B
Rivenile, California
92506
(951) 369-0631
27.2 In the event LAFCO is unable to comply with any provision of this Agreement due
to causes beyond its control relating to acts of God, acts of war, civil disorders, or other
similar acts, LAFCO shall not be held liable to CONTRACTOR for such failure to comply.
28. Mutual Cooperation
LAFCO agrees to cooperate with CONTRACTOR in CONTRACTOR's performance of
services for LAFCO under this Agreement, including providing CONTRACTOR with reasonable
facilities and timely access to LAFCO data, information and personnel. LAFCO shall be responsible
for the performance of its employees and agents and for the accuracy and completeness of all data
and information provided to CONTRACTOR.
29. EDD Reporting Requirements
In order to comply with child support enforcement requirements of the State of California,
LAFCO may be required to submit a Report of Independent Contractor(s) form DE 542 to the
Employment Development Department.
It is expressly understood that this data will be transmitted to governmental agencies charged
with the establishment and enforcement of child support orders and for no other purposes and will
be held confidential by those agencies. Failure of CONTRACTOR to timely submit the data and/or
certificates required may result in contract being awarded to another contractor. In the event a
contract has been issued, failure of CONTRACTOR to comply with all federal and state reporting
requirements for child support enforcement or to comply with all lawfully served Wage and
Earnings Assignments Orders and Notices of Assignment shall constitute a material breach of the
Agreement. Failure to cure such breach within sixty (60) calendar days' notice from LAFCO shall
constitute grounds for termination of the Agreement.
If you have any questions concerning this reporting requirement, please call (916) 657-0529.
You may also contact your local Employment Tax Customer Service Office listed in your telephone
directory in the State Government section under "Employment Development Department," or you
may access its internet site at www.edd.ca.gov.
30. Entire Agreement
This Agreement, including any Exhibits attached hereto and Scope(s) of Work entered into
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pursuant to it, constitutes the entire Agreement of the parties hereto with respect to its subject matter
and supersedes all prior and contemporaneous representations, proposals, discussions and
communications, whether oral or in writing. This Agreement may be modified only in writing and
shall be enforceable in accordance with its terms when signed by each of the parties hereto.
//
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to
execute this Agreement.
//
Riverside Local Agency Formation Commission
Print Name: 11 Gr1Gt-e- k . VarT S
Cyr
j2g I2ozZ
Title:
Date:
//
//
//
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RIVERSIDE
LOCAL AGENCY
FORMATION COMMISSION
6216 Brockton Avenue
Suite I11•B
Riverside, California
92506
(951)369-0631
//
FORM APPROVED COUNTY COUNSEL
BY. C�i�( C `` i o/5 /3oa-�
MELISSA R. CUSHMAN DATE
16
Dopudja & Wells, Inc., a California
Corporation
Print Name: sre 1 -J ('-JPJ/1-
Title: 19/ - P�� /C-E�
Date: if f zo Z2.
Scope of Services
The Study shall review the current conditions relative to the electricity service provision by the
Imperial Irrigation District (IID) and address two requirements regarding the objectives of the
Study:
• "Options for providing continued publicly and/or independent system operator owned and
managed electrical service in perpetuity to Imperial Irrigation District electrical serve area
customers prior to, and after, the expiration of the 99-year lease for power rights made
between the Imperial Irrigation District and the Coachella Valley Water District in 1934."
• "Options for alternative governance structures that would extend voting rights to registered
voters who reside within the Imperial Irrigation District electrical service area to provide
for proportional representation on a governing board that will have primary jurisdiction on
all electrical service matters. Any findings shall isolate water rights and management as
the sole responsibility of the current Imperial Irrigation District board of directors and shall
not affect the water service area boundaries of the Imperial Irrigation District."
Objectives/Expectations of the Consultant
In completing all tasks and work products the consultant recognizes that it is the express desire of
Riverside LAFCO and Imperial LAFCO to:
• Conduct the required analyses in the most cost-effective manner possible.
• Utilize information that is currently available rather than initiate new analyses.
• Conduct the analyses in a collaborative fashion with opportunities for input and review
by stakeholders- each LAFCO, IID, the Coachella Valley Energy Commission (CVEC),
the affected cities, special districts and Native American tribes, Riverside and Imperial
Counties, and relevant non -governmental organizations.
• Create a product that will be useful to each LAFCO Commission, the Imperial Irrigation
District, Riverside and Imperial Counties, the State Legislature, and the general public in
making conclusions and decisions regarding the recommendations and options presented
in the Study.
• Have all published work products be readily accessible to, and easily understandable by,
the general public.
The consultant is expected to use any and all available information relevant to development of the
Study including interviews, surveys, previous research reports, engineering reports, adopted IID
budgets and electricity customer(connection) data, and audit reports, etc. Enough data and
information should be collected to construct a clear, concise and comprehensive report.
Scope of Work Tasks & Deliverables
TASK 1— Preparation
a. Conduct a joint "kick off' meeting by video/audio teleconferencing within 10 working
days after receipt of the Notice to Proceed to discuss in detail the schedule, data collection,
report format, deliverables, and other matters relevant to the project.
b. Establish direct contact links for information dissemination to each LAFCO.
TASK 2 — Information Collection and Verification
a. Collect relevant source documents such as applicable state statutes, service area maps,
master service plans, agreements, audits, budgets, demographic and electricity
connection/customer data, electricity rate data, and other information relevant to
completing the Study.
b. Contact or meet as necessary with the appropriate representative(s) of IID, the CVEC, and
other relevant agencies to ensure that all necessary information has been collected in a
consistent format. Anticipate a total of 21 meetings either in person or by
video/teleconference with stakeholders identified in Task #1.
c. Review and verify data and other information obtained is sufficient to complete the Study.
d. Notify Riverside LAFCO and Imperial LAFCO immediately of any delays in obtaining
requested information and data from any agency contacted.
TASK 3 — Administrative/Agency Draft Study Report
a. Prepare an Administrative Draft Study Report that includes:
i. An Executive Summary that includes background information on the Study, an
overview of the two required options to be analyzed, and the different scenarios
developed for each option with recommendations for potential implementation.
ii. An Analysis section that includes a detailed discussion for each of the scenarios
developed for each of the two options required to be studied. This section shall
include as a minimum, a matrix delineating the pros and cons and implementation
recommendations for each scenario, any applicable maps, tables and graphs, and a
general analysis of costs associated with any of the scenarios related to electricity
services, including a general rate comparison discussion.
iii. A Conclusion and Recommendations section that synthesizes the analysis into an
overall recommendation for the most cost effective and efficient implementation
scenario for each required option.
b. Provide one electronic copy each to Riverside LAFCO and Imperial LAFCO for review
and distribution to affected public agencies and stakeholders for comment, and meet via
video/audio teleconferencing as necessary with key agencies and each LAFCO staff to
discuss. As a minimum, assume each LAFCO, IID and the CVEC will require a meeting.
Anticipate two additional updated draft reports will be required as comments are provided
and re-routed for further review.
Deliverables- Electronic copies of Administrative Draft Study Report, and each update submitted
to Riverside LAFCO and Imperial LAFCO for distribution to affected public
agencies, for comments.
TASK 4 - Final Study Report
a. Based on the comments received on the final Administrative Draft Study Report, prepare
a Final Study Report including all updated information from Task 3.
b. Identify status of comments received and adjudication of each comment.
c. Provide one electronic copy each to Riverside LAFCO and Imperial LAFCO of the Final
Study Report for distribution to affected public agencies and stakeholders, and to each
respective Commission.
d. Provide a Presentation of the Final Study Report individually to each LAFCO Commission,
the IID board of Directors and the CVEC Commissioners at a regularly scheduled meeting,
or special meeting during the December 2023/January 2024 timeframe.
Deliverable- Electronic copy of Final Study Report submitted to Riverside LAFCO and Imperial
LAFCO for distribution to public agencies, each LAFCO Commission, and final
publication.
TASK 5 — Project Control
Project control activities shall be performed to include coordination of project activities with
LAFCO staff, management of internal project staff, monitoring of schedule and budget, and
internal review of work products (QA/QC). Additionally, email status reports will be provided as
necessary, in addition to monthly progress summaries provided with invoices.
Tentative Milestone Schedule
Critical Due Dates are Mandatory due to requirements from the State Water Resources
Control Board contained within the Funding Agreement.
MILESTONE
CRITICAL DUE DATE
ESTIMATED DUE
DATE
Notice to Proceed
Late June/Early July
2022
Detailed Project Schedule
30 Days After Notice to
Proceed
Kickoff Meeting
Early July 2022
Data Collection/Stakeholder
Meetings
July 2022-January 2023
Status Review Meetings
As Needed
Initial Draft Study Report
March 31, 2023
Initial Draft Study Report
Meetings
May 31, 2023
Comments on Initial Draft Study
Report
August 2023
Updates to the Initial Draft
Study Report
As Needed
Final Study Report
November 30, 2023
Final Study Report Presentations
December 2023/January 2024
Exhibit B
Fee Schedule
The Tasks in the Scope of Work described above will be performed on a time and materials
basis, with the total fee not to exceed $416,380. The task -level details of this fee are provided
in chart below. CONTRACTOR shall not exceed the fee shown in the chart below without
written authorization from Riverside LAFCO.
Table 1. Task -Level Fee
Detail
Dopudja
Wells
Jones
Brady*
Wilson*
Principal
PM
Assistant
PM
Senior
Advisor
Technical
Resource
Technical
Resource
Total
Labor
Total
Labor
Expenses`*
Task
Total
$ 295
$ 275
$ 295
$ 305
$ 385
Hours
$
$
$
Task 1
Preparation
10
6
16
4
4
40
$ 12,080
$ 1,000
$ 13,080
Kickoff Meeting
6
6
6
4
4
26
7,950
1000
8,950
Contact List and Procedures
4
10
14
4,130
4,130
Task 2
Information Collection and Verification
98
116
216
82
82
594
$ 81,110
$ 5,000
$ 186,110
Data Collection
2
20
40
62
7,890
17,890
Data Review
80
40
40
160
51,200
51,200
Agency Meetings (21 Total)
94
96
96
42
42
372
112,020
5000
117,020
Task 3
Administrative Draft Study Report
96
60
180
60
60
456
$139,320
$ 1,000
$ 140,320
Scenario Creation and Analysis
64
120
36
36
256
79,120
79,120
Draft Report
20
48
48
12
12
140
41,540
41,540
Agency Meetings for Draft Report (2)
12
12
12
12
12
60
18,660
1000
19,660
Task 4
Final Study Report
24
44
34
24
24
150
$ 45,770
$ 1,000
$ 46,770
Final Report
8
20
10
8
8
54
16,330
1000
17,330
Presentation of Final Report (4)
16
24
24
16
16
96
29,440
29,440
Task 5
Project Control
60
20
0
10
10
100
$ 30,100
-
$ 30,100
Project Management
60
20
80
23,200
23,200
QA/QC
10
10
20
6,900
6,900
Total, Hours
288
246
446
180
180
1340
Total, $
$ 84,960
$ 67,650
$ 131,570
$ 54,900
$ 69,300
$ 408,380
$ 8,000
$ 416,380