2015/01/13 City Council Resolution 2015-007RESOLUTION NO. 2015 -007
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING AN AGREEMENT WITH THE CITY OF SANTA
ROSA FOR FUNDING CONSULTING SERVICES FOR PREPARATION OF THE 2015
URBAN WATER MANAGEMENT PLAN DEMAND ANALYSIS AND WATER
CONSERVATION MEASURES
WHEREAS, The City of Rohnert Park is defined as an "urban water supplier" under the
Urban Water Management Planning Act and must adopt an Urban Water Management Plan every
five years with the next plan due to the Department of Water Resources by July 1, 2016; and
WHEREAS, the Urban Water Management Plan is a foundational document for the
approval of new development that, among other things, outlines the City's water demand and
conservation program and its strategy for meeting its 2015 and 2020 per capita water use targets;
and
WHEREAS, for its 2010 Urban Water Management Plan, the City partnered with a
number of Sonoma County Water Agency contractors to share the costs of an analysis of water
demands and water conservation measures resulting in a cost - effective analysis that was consistent
throughout the region and the opportunity is available for the current Urban Water Management
Plan with the same benefits of cost - effectiveness and consistency; and
WHEREAS, the City of Santa Rosa has agreed to contract for the analysis, has
conducted a formal consultant selection process and is ready to begin work with the City of
Rohnert Park's share being $17,034.00, which includes a contingency.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that the City Manager is hereby authorized and directed to execute am Agreement with City
of Santa Rosa, to fund the Urban Water Management Plan Demand Analysis and Conservation
Measures, which is attached hereto and incorporated by this reference, subject to minor
modification by the City Attorney or City Manager.
DULY AND REGULARLY ADOPTED this 13`x' day of January 2015.
C TY -Q R HIRT PARK
Amy O. Ahanotu, Mayor
ATTEST:
CALLINAN: 4C, MACKENZIE: STAFFORD: BELFORTE: AHANOTU: [: -f L
AYES: NOES: ( Cy ) ABSENT: ( 0 ) ABSTAIN: ( 0 )
Letter Agreement
Letter Agreement
Exhibit to Resolution
Between and Among City of Santa Rosa
And
Cities of Rohnert Park, Petaluma, Sonoma, Cotati, Town of Windsor
And
Marin Municipal Water District, North Marin Water District and Valley of the Moon Water District
For
Funding Consulting Services for Preparation of the 2015 Urban Water Management Plan
Water Demand Analysis and Water Conservation Measures Update
1. General
The City of Santa Rosa and other Parties to this Letter Agreement (Cities of Rohnert
Park, Petaluma, Sonoma, Cotati, Town of Windsor and Marin Municipal, North Marin and Valley
of the Moon Water Districts) cooperatively prepared the Scope of Work for Consulting Services
for Preparation of the 2015 Urban Water Management Plan Water Demand Analysis and Water
Conservation Measures Update. The City of Santa Rosa has agreed to contract with Maddaus
Water Management Inc. ( "Maddaus ") for this work. The Parties now desire to establish a cost
sharing arrangement whereby the Parties will jointly fund the work administered by the City of
Santa Rosa.
2. Agreement for Professional Services and Scope of Work
The Agreement for Professional Services with Maddaus for Preparation of the 2015
Urban Water Management Plan Water Demand Analysis and Water Conservation Measures
Update ( "Services Agreement ") including the collectively prepared Scope of Work is attached as
Exhibit A to this Letter Agreement and establishes the work to be undertaken by Maddaus and
administered by the City of Santa Rosa.
3. Cost Share
The Parties agree that the cost of the work performed under the Services Agreement
shall be shared fifty percent (50 %) on an equal basis and fifty percent (50 %) on a pro -rated
1
Letter Agreement
basis based on the number of water service connections existing in each Party's service
territory as of October 2014 (collectively "Cost Share "). Said Cost Share for each Party is
shown on Exhibit B attached to this Letter Agreement, and incorporated by this reference.
4. Cost for Increase Scope of Work
No increased scope of work shall be authorized under the Services Agreement without
the consent of all Parties to this Letter Agreement, and any cost for said increased scope of
work shall be shared among the Parties in the same manner as described in Section 3 in this
Letter Agreement.
5. Payment
Payment to the City of Santa Rosa by each Party pursuant to the Cost Share identified
in Section 3 shall be made as follows:
1. Fifty percent (50 %) of Cost Share made within thirty (30) days of receipt of an
invoice from City of Santa Rosa subsequent to Maddaus executing the Services
Agreement.
2. Remainder payment within thirty (30) days upon receipt of invoice subsequent to
Maddaus completing the work (anticipated to be on July 15, 2015). Payments
shall be made to City of Santa Rosa, Attention: Rocky Vogler, 69 Stony Circle,
Santa Rosa, CA 95401.
6. Miscellaneous
The Parties agree to execute this Letter Agreement by January 31, 2015, which shall be
the effective date of this Letter Agreement. If all Parties have not executed this Letter
Agreement by said date, the Parties who have executed this Letter Agreement agree that the
cost share will be recalculated among participating Parties as described in Section 3 and the
Services Agreement will be amended to only include participating parties. The City of Santa
Rosa will notify each Party of the recalculated cost share in writing.
7. Letter Agreement Authorization
2
Letter Agreement
This Letter Agreement constitutes the entire understanding and agreement of the Parties
and supersedes all negotiations or previous agreements between the parties with respect to all
or any part of the transaction discussed in this Letter Agreement. This Letter Agreement may
be signed in counterparts. By signing below, the Parties signify authorization to enter into this
Letter Agreement.
David Guhin
Date
City of Santa Rosa
Darrin Jenkins
Date
City of Rohnert Park
John Brown
Date
City of Petaluma
Carol Giovanatto
Date
City of Sonoma
Damien O'Bid Date
City of Cotati
3
Letter Agreement
Linda Kelly
Town of Windsor
Krishna Kumar
Marin Municipal Water District
Chris DeGabriele
North Marin Water District
Date
Date
Date
Dan Muelrath Date
Valley of the Moon Water District
Attachments: Exhibit A — Services Agreement
Exhibit B — Cost Share
M
::1:117
CITY OF SANTA ROSA
PROFESSIONAL SERVICES AGREEMENT
WITH MADDAUS WATER MANAGEMENT INC.
AGREEMENT NUMBER F
This "Agreement" is made as of this day of 2014, by and
between the City of Santa Rosa, a municipal corporation ( "City "), and Maddaus Water Management Inc.,
a California Corporation ( "Consultant ").
RECITALS
A. City desires to have updated water demand and conservations projections prepared for
the Sonoma -Marin Water Saving Partnership. The services generally include data review and analysis,
development of demand projections, analysis of demand management measures and programs for
each Water Contractor, and preparation of individual final reports suitable for inclusion with each Water
Contractor's 2015 Urban Water Management Plan.
B. City desires to retain a qualified firm to conduct the services described above in
accordance with the Scope of Services as more particularly set forth in Exhibit A to the Agreement.
C. Consultant represents to City that it is a firm composed of highly trained professionals and
is fully qualified to conduct the services described above and render advice to City in connection with
said services.
D. The parties have negotiated upon the terms pursuant to which Consultant will provide
such services and have reduced such terms to writing.
AGREEMENT
NOW, THEREFORE, City and Consultant agree as follows:
SCOPE OF SERVICES
Consultant shall provide to City the services described in Exhibit A ( "Scope of Services"),
Consultant shall provide these services at the time, place, and in the manner specified in Exhibit A.
Exhibit A is attached hereto for the purpose of defining the manner and scope of services to be provided
by Consultant and is not intended to, and shall not be construed so as to, modify or expand the terms,
conditions or provisions contained in this Agreement. In the event of any conflict between this Agreement
and any terms or conditions of any document prepared or provided by Consultant and made a part of this
Agreement, including without limitation any document relating to the scope of services or payment
therefor, the terms of this Agreement shall control and prevail.
2. COMPENSATION
a. City shall pay Consultant for services rendered pursuant to this Agreement at the
rates, times and in the manner set forth in Exhibit A. Consultant shall submit monthly statements to City
which shall itemize the services performed as of the date of the statement and set forth a progress report,
including work accomplished during the period, percent of each task completed, and planned effort for
the next period. Invoices shall identify personnel who have worked on the services provided, the number
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of hours each worked during the period covered by the invoice, the hourly rate for each person, and the
percent of the total project completed, consistent with the rates and amounts shown in Exhibit A.
b. The payments prescribed herein shall constitute all compensation to Consultant
for all costs of services, including, but not limited to, direct costs of labor of employees engaged by
Consultant, travel expenses, telephone charges, copying and reproduction, computer time, and any and
all other costs, expenses and charges of Consultant, its agents and employees. In no event shall City
be obligated to pay late fees or interest, whether or not such requirements are contained in Consultant's
invoice.
c. Notwithstanding any other provision in this Agreement to the contrary, the total
maximum compensation to be paid for the satisfactory accomplishment and completion of all services to
be performed hereunder shall in no event exceed the sum of two- hundred, fourteen - thousand, fifty -five
dollars and no cents ($214,055.00), which includes a 10% contingency. The City's Chief Financial Officer
is authorized to pay all proper claims from Charge Number 55420.
3. DOCUMENTATION; RETENTION OF MATERIALS
a. Consultant shall maintain adequate documentation to substantiate all charges as
required under Section 2 of this Agreement.
b. Consultant shall keep and maintain full and complete documentation and
accounting records concerning all extra or special services performed by it that are compensable by other
than an hourly or flat rate and shall make such documents and records available to authorized
representatives of City for inspection at any reasonable time.
C. Consultant shall maintain the records and any other records related to the
performance of this Agreement and shall allow City access to such records during the performance of
this Agreement and for a period of four (4) years after completion of all services hereunder.
4. INDEMNITY
a. Consultant shall, to the fullest extent permitted by law, indemnify, protect, defend
and hold harmless City, and its employees, officials and agents ( "Indemnified Parties ") from all claims,
demands, costs or liability (including liability for claims, suits, actions, arbitration proceedings,
administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, interest,
defense costs, and expert witness fees), that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of Consultant, its officers, employees, or agents, in said performance
of professional services under this Agreement, excepting only liability arising from the sole negligence,
active negligence or intentional misconduct of City.
b. The existence or acceptance by City of any of the insurance policies or coverages
described in this Agreement shall not affect or limit any of City's rights under this Section 4, nor shall the
limits of such insurance limit the liability of Consultant hereunder. This Section 4 shall not apply to any
intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of Section
17(b), below. The provisions of this Section 4 shall survive any expiration or termination of this
Agreement.
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5. INSURANCE
a. Consultant shall maintain in full force and effect all of the insurance coverage
described in, and in accordance with, Attachment One, "Insurance Requirements." Maintenance of the
insurance coverage set forth in Attachment One is a material element of this Agreement and a material
part of the consideration provided by Consultant in exchange for City's agreement to make the payments
prescribed hereunder. Failure by Consultant to (i) maintain or renew coverage, (ii) provide City notice of
any changes, modifications, or reductions in coverage, or (iii) provide evidence of renewa!, may be treated
by City as a material breach of this Agreement by Consultant, whereupon City shall be entitled to all rights
and remedies at law or in equity, including but not limited to immediate termination of this Agreement.
Notwithstanding the foregoing, any failure by Consultant to maintain required insurance coverage shall
not excuse or alleviate Consultant from any of its other duties or obligations under this Agreement. In
the event Consultant, with approval of City pursuant to Section 6 below, retains or utilizes any
subcontractors or subconsultants in the provision of any services to City under this Agreement,
Consultant shall assure that any such subcontractor has first obtained, and shall maintain, all of the
insurance coverages set forth in the Insurance Requirements in Attachment One.
b. Consultant agrees that any available insurance proceeds broaderthan or in excess
of the coverages set forth in the Insurance Requirements in Attachment One shall be available to the
additional insureds identified therein.
C, Consultant agrees that the insurance coverages and limits provided under this
Agreement are the greater of: (i) the coverages and limits specified in Attachment One, or (ii) the broader
coverages and maximum limits of coverage of any insurance policy or proceeds available to the name
insureds.
6. ASSIGNMENT
Consultant shall not assign any rights or duties under this Agreement to a third party
without the express prior written consent of City, in City's sole and absolute discretion. Consultant agrees
that the City shall have the right to approve any and all subcontractors and subconsultants to be used by
Consultant in the performance of this Agreement before Consultant contracts with or otherwise engages
any such subcontractors or subconsultants.
7. NOTICES
Except as otherwise provided in this Agreement, any notice, submittal or communication
required or permitted to be served on a party, shall be in writing and may be served by personal delivery
to the person or the office of the person identified below. Service may also be made by mail, by placing
first -class postage, and addressed as indicated below, and depositing in the United States mail to:
City Representative: Consultant Representative:
Rocky Vogler, Sr. Water Resources Michelle Maddaus, President
Planner 105 Zephyr Place
69 Stony Circle Danville, CA 94526
Santa Rosa, CA 95401 Phone 925 -831 -0194
Phone 707 - 543 -3938
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8. INDEPENDENT CONTRACTOR
a. It is understood and agreed that Consultant (including Consultant's employees) is
an independent contractor and that no relationship of employer - employee exists between the parties
hereto for any purpose whatsoever. Neither Consultant nor Consultant's assigned personnel shall be
entitled to any benefits payable to employees of City. City is not required to make any deductions or
withholdings from the compensation payable to Consultant under the provisions of this Agreement, and
Consultant shall be issued a Form 1099 for its services hereunder. As an independent contractor,
Consultant hereby agrees to indemnify and hold City harmless from any and all claims that may be made
against City based upon any contention by any of Consultant's employees or by any third party, including
but not limited to any state or federal agency, that an employer - employee relationship or a substitute
therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and /or
performance of any services under this Agreement.
b. It is further understood and agreed by the parties hereto that Consultant, in the
performance of Consultant's obligations hereunder, is subject to the control and direction of City as to
the designation of tasks to be performed and the results to be accomplished under this Agreement, but
not as to the means, methods, or sequence used by Consultant for accomplishing such results. To the
extent that Consultant obtains permission to, and does, use City facilities, space, equipment or support
services in the performance of this Agreement, this use shall be at the Consultant's sole discretion based
on the Consultant's determination that such use will promote Consultant's efficiency and effectiveness.
Except as may be specifically provided elsewhere in this Agreement, the City does not require that
Consultant use City facilities, equipment or support services or work in City locations in the performance
of this Agreement.
C. If, in the performance of this Agreement, any third persons are employed by
Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control
of Consultant. Except as may be specifically provided elsewhere in this Agreement, all terms of
employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other
terms of employment or requirements of law, shall be determined by Consultant. It is further understood
and agreed that Consultant shall issue W -2 or 1099 Forms for income and employment tax purposes, for
all of Consultant's assigned personnel and subcontractors.
d. The provisions of this Section 8 shall survive any expiration or termination of this
Agreement. Nothing in this Agreement shall be construed to create an exclusive relationship between
City and Consultant. Consultant may represent, perform services for, or be employed by such additional
persons or companies as Consultant sees fit.
9. ADDITIONAL SERVICES
Changes to the Scope of Services shall be by written amendment to this Agreement and
shall be paid on an hourly basis at the rates set forth in Exhibit A, or paid as otherwise agreed upon by
the parties in writing prior to the provision of any such additional services.
10. SUCCESSORS AND ASSIGNS
City and Consultant each binds itself, its partners, successors, legal representatives and
assigns to the other party to this Agreement and to the partners, successors, legal representatives and
assigns of such other party in respect of all promises and agreements contained herein.
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11. TERM, SUSPENSION, TERMINATION
a. This Agreement shall become effective on the date that it is made, set forth on the
first page of the Agreement, and shall continue in effect until both parties have fully performed their
respective obligations under this Agreement, unless sooner terminated as provided herein.
b. City shall have the right at any time to temporarily suspend Consultant's
performance hereunder, in whole or in part, by giving a written notice of suspension to Consultant. If City
gives such notice of suspension, Consultant shall immediately suspend its activities under this
Agreement, as specified in such notice.
C, City shall have the right to terminate this Agreement for convenience at any time
by giving a written notice of termination to Consultant. Upon such termination, Consultant shall submit
to City an itemized statement of services performed as of the date of termination in accordance with
Section 2 of this Agreement. These services may include both completed work and work in progress at
the time of termination. City shall pay Consultant for any services for which compensation is owed;
provided, however, City shall not in any manner be liable for lost profits that might have been made by
Consultant had the Agreement not been terminated or had Consultant completed the services required
by this Agreement. Consultant shall promptly deliver to City all documents related to the performance of
this Agreement in its possession or control. All such documents shall be the property of City without
additional compensation to Consultant.
12. TIME OF PERFORMANCE
The services described herein shall be provided during the period, or in accordance with
the schedule, set forth in Exhibit A. Consultant shall complete all the required services and tasks and
complete and tender all deliverables to the reasonable satisfaction of City, not later than July 15, 2015.
13. STANDARD OF PERFORMANCE
Consultant shall perform all services performed under this Agreement in the manner and
according to the standards currently observed by a competent practitioner of Consultant's profession in
California. All products of whatsoever nature that Consultant delivers to City shall be prepared in a
professional manner and conform to the standards of quality normally observed by a person currently
practicing in Consultant's profession, and shall be provided in accordance with any schedule of
performance. Consultant shall assign only competent personnel to perform services under this
Agreement. Consultant shall notify City in writing of any changes in Consultant's staff assigned to perform
the services under this Agreement prior to any such performance. In the event that City, at any time,
desires the removal of any person assigned by Consultant to perform services under this Agreement,
because City, in its sole discretion, determines that such person is not performing in accordance with the
standards required herein, Consultant shall remove such person immediately upon receiving notice from
City of the desire of City for the removal of such person.
14. CONFLICTS OF INTEREST
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City or
that would in any way hinder Consultant's performance of services under this Agreement. Consultant
further covenants that in the performance of this Agreement, no person having any such interest shall be
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employed by it as an officer, employee, agent or subcontractor, without the written consent of
City. Consultant agrees to avoid conflicts of interest or the appearance of any conflicts of interest with
the interests of City at all times during the performance of this Agreement.
15. CONFLICT OF INTEREST REQUIREMENTS
a. Generally. The City's Conflict of Interest Code requires that individuals who
qualify as "consultants" under the Political Reform Act, California Government Code sections 87200 et
seq., comply with the conflict of interest provisions of the Political Reform Act and the City's Conflict of
Interest Code, which generally prohibit individuals from making or participating in the making of decisions
that will have a material financial effect on their economic interests. The term "consultant" generally
includes individuals who make governmental decisions or who serve in a staff capacity.
b. Conflict of Interest Statements. The individual(s) who will provide services or
perform work pursuant to this Agreement are "consultants" within the meaning of the Political Reform Act
and the City's Conflict of Interest Code:
yes x no (check one)
If "yes" is checked by the City, Consultant shall cause the following to occur within 30 days after
execution of this Agreement:
(1) Identify the individuals who will provide services or perform work under this Agreement as
"consultants "; and
(2) Cause these individuals to file with the City Clerk the Aassuming office@ statements of
economic interests required by the City's Conflict of Interest Code.
Thereafter, throughout the term of the Agreement, Consultant shall cause these
individuals to file with the City Clerk annual statements of economic interests, and "leaving office"
statements of economic interests, as required by the City's Conflict of Interest Code.
The above statements of economic interests are public records subject to public disclosure
under the California Public Records Act. The City may withhold all or a portion of any payment due under
this Agreement until all required statements are filed.
16. CONFIDENTIALITY OF CITY INFORMATION
During performance of this Agreement, Consultant may gain access to and use City
information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans,
business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities,
customer lists, product design, copyright, data, and other vital information (hereafter collectively referred
to as "City Information ") that are valuable, special and unique assets of the City. Consultant agrees to
protect all City Information and treat it as strictly confidential, and further agrees that Consultant shall not
at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City
Information to any third party without the prior written consent of City. In addition, Consultant shall comply
with all City policies governing the use of the City network and technology systems. A violation by
Consultant of this Section 16 shall be a material violation of this Agreement and shall justify legal and /or
equitable relief.
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17. CONSULTANT INFORMATION
a. City shall have full ownership and control, including ownership of any copyrights,
of all information prepared, produced, or provided by Consultant pursuant to this Agreement. In this
Agreement, the term "information" shall be construed to mean and include: any and all work product,
submittals, reports, plans, specifications, and other deliverables consisting of documents, writings,
handwritings, typewriting, printing, photostatting, photographing, computer models, and any other
computerized data and every other means of recording any form of information, communications, or
representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination
thereof. Consultant shall not be responsible for any unauthorized modification or use of such information
for other than its intended purpose by City.
b. Consultant shall fully defend, indemnify and hold harmless City, its officers and
employees, and each and every one of them, from and against any and all claims, actions, lawsuits or
other proceedings alleging that all or any part of the information prepared, produced, or provided by
Consultant pursuant to this Agreement infringes upon any third party's trademark, trade name, copyright,
patent or other intellectual property rights. City shall make reasonable efforts to notify Consultant not
later than ten (10) days after City is served with any such claim, action, lawsuit or other proceeding,
provided that City's failure to provide such notice within such time period shall not relieve Consultant of
its obligations hereunder, which shall survive any termination or expiration of this Agreement.
C. All proprietary and other information received from Consultant by City, whether
received in connection with Consultant's proposal, will be disclosed upon receipt of a request for
disclosure, pursuant to the California Public Records Act; provided, however, that, if any information is
set apart and clearly marked "trade secret" when it is provided to City, City shall give notice to Consultant
of any request for the disclosure of such information. Consultant shall then have five (5) days from the
date it receives such notice to enter into an agreement with the City, satisfactory to the City Attorney,
providing for the defense of, and complete indemnification and reimbursement for all costs (including
plaintiffs attorneys' fees) incurred by City in any legal action to compel the disclosure of such information
under the California Public Records Act. Consultant shall have sole responsibility for defense of the
actual "trade secret" designation of such information.
d. The parties understand and agree that any failure by Consultant to respond to the
notice provided by City and/or to enter into an agreement with City, in accordance with the provisions of
subsection c, above, shall constitute a complete waiver by Consultant of any rights regarding the
information designated "trade secret" by Consultant, and such information shall be disclosed by City
pursuant to applicable procedures required by the Public Records Act.
18. MISCELLANEOUS
a. Entire Agreement. This Agreement contains the entire agreement between the parties.
Any and all verbal or written agreements made prior to the date of this Agreement are superseded by
this Agreement and shall have no further effect.
b. Modification. No modification or change to the terms of this Agreement will be binding
on a party unless in writing and signed by an authorized representative of that party.
c. Compliance with Laws. Consultant shall perform all services described herein it
compliance with all applicable federal, state and local laws, rules, regulations, and ordinances, including
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but not limited to, (i) the Americans with Disabilities Act of 1990 (42 U.S.C. 12101, et seq.) ( "ADA "), and
any regulations and guidelines issued pursuant to the ADA; and (ii) Labor Code sections 1720, et seq.,
which require prevailing wages (in accordance with DIR determinations at www.dir.ca.gov) be paid to any
employee performing work covered by Labor Code sections 1720 et seq. Consultant shall pay to the
City when due all business taxes payable by Consultant under the provisions of Chapter 6 -04 of the
Santa Rosa City Code, The City may deduct any delinquent business taxes, and any penalties and
interest added to the delinquent taxes, from its payments to Consultant.
d. Governing Law; Venue. This Agreement shall be governed, construed and enforced
in accordance with the laws of the State of California. Venue of any litigation arising out of or connected
with this Agreement shall lie exclusively in the state trial court in Sonoma County in the State of California,
and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation
in such court, and consent to service of process issued by such court.
e. Waiver of Rights. Neither City acceptance of, or payment for, any service or
performed by Consultant, nor any waiver by either party of any default, breach or condition precedent,
shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default,
breach or condition precedent or any other right hereunder.
f. Incorporation of attachments and exhibits. The attachments and exhibits
to this Agreement are incorporated and made part of this Agreement, subject to terms and provisions
herein contained.
19. AUTHORITY; SIGNATURES REQUIRED FOR CORPORATIONS
Consultant hereby represents and warrants to City that it is (a) a duly organized and validly
existing corporation, formed and in good standing under the laws of the State of California, (b) has the
power and authority and the legal right to conduct the business in which it is currently engaged, and (c)
has all requisite power and authority and the legal right to consummate the transactions contemplated in
this Agreement. Consultant hereby further represents and warrants that this Agreement has been duly
authorized, and when executed by the signatory or signatories listed below, shall constitute a valid
agreement binding on Consultant in accordance with the terms hereof.
If this Agreement is entered into by a corporation, it shall be signed by two corporate
officers, one from each of the following two groups: a) the chairman of the board, president or any vice -
president; b) the secretary, any assistant secretary, chief financial officer, or any assistant treasurer. The
title of the corporate officer shall be listed under the signature.
Executed as of the day and year first above stated.
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CONSULTANT:
Name of Firm: Maddaus Water Management
Inc.
TYPE OF BUSINESS ENTITY (check
one):
Individual /Sole Proprietor
Partnership
X Corporation
Limited Liability Company
Other (please specify:
Signatures ofAuthorized Persons:
By: —VUL. ,"t Y/ 1)
Print Name: Michelle Maddaus
Title: President
By:
Print Name: Chris Matyas
Title: Secretary
City of Santa Rosa Business Tax Cert. No.
Attachments:
Attachment One - Insurance Requirements
Exhibit A - Scope of Services & Compensation
Professional Services Agreement
Form approved by the City Attorney 8 -8 -14
CITY OF SANTA ROSA
a Municipal Corporation
Print Name: Dan Galvin
Title: Chair, BPU
APPROVED AS TO FORM:
Office of the City Attorney
ATTEST:
BPU Secretary
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