Staff Report/Resolution Approving Amendment No. 1 Extending the Consultant Agreement Between the City of Livingston and SNG & Associates, Inc. to Continue to Provide Contract Engineering Staff Support Services

Note: The majority of This document was produced by taking a scanned image of the original document and running it through a program that “translates” image into text. So, sorry if there are any Goofs, Gaffs, Glitches and/or other Textual Gremlins.

STAFF REPORT

AGENDA ITEM: Resolution Approving Amendment No. 1 Extending the Consultant Agreement Between the City of Livingston and SNG & Associates, Inc. to Continue to Provide Contract Engineering Staff Support Services, and Authorizing the Interim City Manager to Execute the Amendment.

MEETING DATE: May 3, 2011

PREPARED BY: Victoria Lewis, Interim City Manager

REVIEWED BY: Victoria Lewis, Interim City Manager

RECOMMENDATION:

Staff recommends that City Council adopt a Resolution to approve Amendment No. 1 extending the Consultant Agreement between the City of Livingston and SNG & Associates, Inc. ("SNG") to continue to provide contract engineering staff support services, and authorizing the Interim City Manager to execute the Amendment. The contract with SNG & Associates, hie. expires on June 4, 2011. Amendment No. 1, if approved by the City Council, will extend the contract for a period of one (1) year.

BACKGROUND:

SNG & Associates, Inc. has been providing contract engineering staff support services to the City of Livingston since February of 2004. Mr. Nanda Gottiparthy has been serving as the Contract City Engineer and has been responsible for Engineering Division oversight and assisting the City Manager in the functions of the Public Works Department. SNG staff has consistently demonstrated a high level of professionalism and commitment to provide high quality services to the citizens and City of Livingston.

DISCUSSION:

Staff of SNG & Associates, Inc. has been successfully providing development review, permit processing, capital projects design, bidding, contract administration, inspections and grant application preparation. Over the past seven years SNG staff has streamlined the processes for subdivision review and approval, design and construction of infrastructure improvements, improved filing and map storage and retrieval, the update of infrastructure maps and developed procedures for compliance with Subdivision Map Act, and the requirements of State and Federal Grants, and Public Contract Code. SNG has played a vital role in identifying and applying for numerous grants, and has helped the City in acquiring grants totaling several millions of dollars. A few examples of the grant projects completed include:

Proposition 13 Water Line Replacement Project

State SR2S Sidewalk Projects (Four grants totaling over $2 Million) Federal SR2S Sidewalk Project Cycle 2

State Parks Land and Water Conservation (LWCF) Grants Federal Grant Bird Road Bridge Replacement

Federal HES Grant Installation of Traffic Signal at B Street and Winton Parkway American Recovery and Reinvestment Act (ARRA) Street Rehabilitation Project Proposition 1-B Roadway Rehabilitation Project

SNG staff is currently working on projects for which grants were secured which include: State Parks Land and Water Conservation (LWCF) Grant – Sports Complex Restroom and Picnic Shelter Project Energy Commission Grant for Replacement of Motors at Water Wells CMAQ Grant for Purchase of four construction equipment and vehicles.

FISCAL IMPACT:

Costs for services provided by SNG are paid from new development and special projects (grants and capital project funds).

ATTACHMENTS:

1. Resolution No. 2011-

Exhibit A – Amendment No. 1 – Consultant Agreement between the City of Livingston and SNG &Associates, Inc. and Scope of Services.

2. Existing Agreement with SNG & Associates, Inc.

RESOLUTION NO. 2011-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LIVINGSTON APPROVING AMENDMENT NO. 1 EXTENDING THE CONSULTANT AGREEMENT
BETWEEN THE CITY OF LIVINGSTON AND SNG & ASSOCIATES, INC. TO
CONTINUE TO PROVIDE CONTRACT ENGINEERING STAFF SUPPORT
SERVICES, AND AUTHORIZING THE INTERIM CITY MANAGER
TO EXECUTE THE AMENDMENT

WHEREAS, SNG & Associates, Inc. has been providing contract engineer staff support services to the City of Livingston since February of 2004; and

WHEREAS, Mr. Nanda Gottiparthy has been serving as the Contract City Engineer and has been responsible for overseeing the functions of the Engineering Division and assisting the City Manager in the functions of the Public Works Department; and

WHEREAS, Staff of SNG & Associates, Inc. has been successfully providing development review, permit processing, capital projects design, bidding, contract administration, inspections, grant application preparation and grant administration for the City of Livingston; and

WHEREAS, the current Consultant Agreement between the City of Livingston and SNG & Associates, Inc. is due to expire June 4, 2011; and

WHEREAS, the City desires to extend the term of Consultant Agreement between the City of Livingston and SNG & Associates, Inc. for one (1) year.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Livingston hereby adopts Resolution No. 2011– extending the Agreement with SNG & Associates, Inc. to continue to provide engineering contract staff support services, and authorizing the Interim City Manager to execute Amendment No. 1 (Exhibit A), to the Consultant Agreement between the City of Livingston and SNG & Associates, Inc.

Passed and adopted this 3d day of May 2011, by the following vote:

AYES:

NOES:

ABSENT:

Rodrigo Espinoza, Mayor
of the City of Livingston

Page 1 of 2

ATTEST:

I, hereby certify that the foregoing resolution was regularly introduced, passed and adopted at a Regular Meeting of the City Council of the City of Livingston this 3rd day of May, 2011.

Antonio Silva, City Clerk

of the City of Livingston

Amendment No. I

CONSULTING SERVICES

RELATED TO

THE PROVISION OF CONTRACT ENGINEERING STAFF SUPPORT SERVICES
BY SNG & ASSOCIATES, INC.

THIS AMENDMENT, hereinafter referred to as "AMENDMENT NO. 1", is
made and entered into this 3rd of May, 2011, by and between the CITY OF
Livingston, a MUNICIPAL CORPORATION, hereinafter referred to as "CLIENT" and SNG & Associates, Inc., a CALIFORNIA CORPORATION, hereinafter referred to as "SNG".

W I T N E S S E T H:

WHEREAS, CLIENT and SNG have entered into a Master Agreement, hereinafter referred to as "AGREEMENT," for Consulting Services dated June 4, 2008 wherein SNG is agreeing to provide contract engineering staff support services for the City of Livingston, hereinafter referred to as "PROJECT," and;

WHEREAS, all of the terms, conditions and covenants of the AGREEMENT
shall apply to this AMENDMENT NO. 1, SNG shall provide the following services.

SCOPE OF SERVICES

PART A – DESCRIPTION OF WORK

SNG shall perform the work set forth in Exhibit A, SCOPE OF SERVICES, attached hereto and made a part hereof. SNG shall provide all labor, equipment, material and supplies required or necessary to properly, competently and completely perform the work or render the services under this AMENDMENT NO. 1.

PART B – TERM AND TIME FOR COMPLETION

This AMENDMENT NO. 1 shall become effective on the date first hereinabove written and will continue in effect for a period of one (1) year until the services provided herein have been completed, unless sooner terminated as provided in Paragraph 8 of the CONSULTANT AGREEMENT dated June 4, 2008.

5-3-11 Page 1 of 2

PART C – PAYMENT FOR SERVICES

SNG shall submit to CITY monthly itemized bills for the services rendered. If the work is satisfactorily completed, CITY shall pay such bill within thirty (30) days of its receipt. Should CITY dispute any portion of any bill, CITY shall pay the undisputed portion within the time stated above, and at same time advise SNG in writing of the disputed portion.

PART D – RELATION BETWEEN AGREEMENT AND AMENDMENT NO. 1

All other terms and conditions in the CONSULTANT AGREEMENT dated June 4, 2008 shall remain in full force and effect to the extent they are not in conflict with this AMENDMENT NO. 1.

000

IN WITNESS WHEREOF, the CLIENT has caused this AMENDMENT NO.1 to be executed and SNG has caused this AMENDMENT NO.1 to be executed, all as of the day and year first above written.

City of Livingston SNG

By: By:

VICTORIA LEWIS, NANDA GOTTIPARTHY

INTERIM CITY MANAGER SNG & ASSOCIATES

CITY OF LIVINGSTON

‘END OF AMENDMENT***

1635600.1

5-3-11 Page 2 of 2

Scope of Services 1

Scope of Services 2

Scope of Services 3

Scope of Services 4

Scope of Services 5

Scope of Services 6

Scope of Services 7

Scope of Services 8

Scope of Services 9

CONSULTANT AGREEMENT
CITY OF LIVINGSTON
AND

SNG & ASSOCIATES INC.

This Agreement is made and entered into this 4th day of June, 2008, by and between the CITY OF LIVINGSTON, hereinafter CITY, and SNG & ASSOCIATES INC., hereinafter CONSULTANT.

WITNESSETH:

CITY desires to retain the services of CONSULTANT regarding services for the PROJECT.

CONSULTANT desires to perform the services requested by CITY on the terms and conditions set forth below.

NOW, THEREFORE, the parties agree as follows:

I. Description of Work

CONSULTANT shall perform the work set forth in Exhibit A, SCOPE OF SERVICES, attached hereto and made a part hereof.

CONSULTANT shall provide all labor, equipment, material and supplies required or necessary to properly, competently and completely perform the work or render the services under this Agreement. CONSULTANT shall determine the method, details and means of doing the work or rendering the services.

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2. Compensation

Compensation shall be on a time-and-materials basis, based on the work described
in Exhibit A and the hourly rate schedule attached hereto and made a part hereof (Exhibit
B).

3. Term and Time For Completion

This Agreement shall become effective on the date first hereinabove written and will continue in effect for period of three (3) years until the services provided herein have been completed, unless sooner terminated as provided in Paragraph 9.

4. Payment For Services

CONSULTANT shall submit to CITY monthly itemized bills for the services rendered. If the work is satisfactorily completed, CITY shall pay such bill within thirty (30) days of its receipt. Should CITY dispute any portion of any bill, CITY shall pay the undisputed portion within the time stated above, and at same time advise CONSULTANT in writing of the disputed portion.

5. Compliance With Laws

CONSULTANT agrees that it shall conduct its work and perform its services in compliance with all laws and regulations of Merced County, California, and any officer, department or agency thereof, as well as other laws and regulations as may be applicable thereto.

6. Errors and Omissions Insurance

CONSULTANT shall have such errors and omissions insurance as shall protect CITY, its officers, directors, employees and agents from claims based on alleged errors or negligent acts or omissions which may arise from CONSULTAN"I”s operations or

2

performance under this Agreement, whether claims be made during or subsequent to the term of this Agreement, and whether such operations or performance be by CONSULTANT or its employees, consultants, agents or anyone else directly or indirectly employed by any of the foregoing. The amount of this insurance shall not be less than $1,000,000.

Said policy shall be continued in full force and effect during the term of this Agreement and for a period of five (5) years following the completion of the services provided for in this Agreement. In the event of termination of said policy, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the terms of this Agreement.

 CONSULTANT shall provide to CITY a certificate of insurance on a form acceptable to CITY indicating the deductible or self retention amounts and the expiration date of said policy, and shall provide renewal certificates within ten (10) days after
expiration of each policy term.

7. General Insurance

CONSULTANT shall, at its expense, maintain in effect at all times during the duration of this Agreement not less than the following coverage and limits of insurance:

A. Workers’ Compensation. CONSULTANT shall carry such insurance as will protect CITY and CONSULTANT from claims under Workers’ Compensation and Employers Liability Acts; such insurance to be maintained as to the type and amount in strict compliance with State statutes. This insurance shall also waive all right to subrogation against CITY, its employees, directors, officers, and agents.

3

B. General Liability. CONSULTANT shall obtain and keep in full force and effect general liability insurance including provisions for contractual liability, personal injury, independent consultants and broad form property damage coverages. This insurance shall be on a comprehensive occurrence basis form with a stand cross liability clause or endorsement. The limit for this insurance shall be no less than $1,000,000 per occurrence for bodily injury, personal injury and property damage, If commercial General

Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/ location or the general aggregate limit shall be twice the required occurrence limit.

C. Automobile Liability CONSULTANT shall maintain automobile liability insurance with coverage for any vehicle including those owned, leased, rented or borrowed. This insurance shall have a standard cross liability clause or endorsement. The limit amount for this insurance shall be no less than $1,000,000 per occurrence combined single limit for bodily injury and property damage.

D. Certificates of Insurance. Promptly upon execution of this Agreement and prior to commencement of any work, CONSULTANT shall provide CITY with certificates of insurance evidencing that all insurance and/or endorsements required by this Agreement have been obtained and are in full force and effect. Approval of the insurance by CITY shall not relieve or decrease any liability of CONSULTANT. The certificates and policies shall

4

provide that thirty (30) days’ written notice of any material change, reduction in coverage or cancellation of the insurance policies will be provided to CITY. In addition, in the event any change is made in the insurance carrier, policies or nature of coverage required under this Agreement, CONSULTANT shall notify CITY prior to making such changes.

Such insurances shall include a provision for endorsement naming CITY, its officers, directors, employees and agents as additional insureds with respect to liability arising out of the performance of any work under this Agreement, and providing that such insurance is primary insurance with respect to the interest of CITY and that any other insurance maintained by CITY is excess and not contributing insurance with the insurance required hereunder-

8. Indemnification and Hold Harmless

CONSULTANT shall protect, indemnify, hold harmless and defend CITY, its directors, officers, employees and agents, from any and all claims, fines, demands, costs, expenses (including, but not limited to, attorneys’ fees and costs of litigation or arbitration), liability, losses, penalties, causes of action, awards, suits or judgements for damages of any nature whatsoever (hereinafter collectively referred to as "Claims") to the extent arising out of the breach of this Agreement in whole or in part by, or willful or
fraudulent misconduct or negligent acts, errors or omissions by CONSULTANT, its
employees, agents or consultants, or the agent, employee, or consultant of any one of
them in the performance of their duties or in their operations under this Agreement, but not including the sole or active negligence or the willful misconduct of CITY.

5

Neither termination of this Agreement nor completion of the acts to be performed
under this Agreement shall release CONSULTANT from its obligations to indemnify as
to any claims so long as the event upon which such Claims is predicated shall have occurred prior to the effective date of any such termination or completion and arose out
of or was in any way connected with performance or operations under this Agreement by CONSULTANT, its employees, agents or consultants, or the employee, agent or consultant of any one of them.

Submission of insurance certificates or other proof of compliance with the

insurance requirements in this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause. The obligation of this indemnity article shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.

9. Termination

This Agreement may be terminated at any time and for any reason by CITY upon
five (5) days’ advance written notice. In the event of such termination, CONSULTANT
is to be fairly compensated for all work performed to the date of termination as calculated
by CITY based on Paragraph 2 hereof, provided that such compensation shall not in any
case exceed the maximum sum set forth in Paragraph 2 hereof. Compensation under this
paragraph shall not include costs related to lost profit associated with the expected completion of the work or other such payments relating to the benefit of the bargain.

10, Attorneys’ Fees

In the event that any arbitration, litigation or other action or proceeding of any nature between CITY and CONSULTANT becomes necessary to enforce or interpret all

6

or any portion of this Agreement or because of an alleged breach by either party of any of the terms hereof, it is mutually agreed that the losing or defaulting party shall pay the prevailing party’s reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action or proceeding.

11. Entire Agreement

This writing constitutes the entire Agreement between the parties relative to the services specified herein, and no modifications hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Agreement.
There are no understandings, agreements, conditions, representations, warranties or
promises with respect to the subject matter of this Agreement except those contained in or referred to in this writing.

12. Independent CONSULTANT

It is expressly understood and agreed by the parties hereto that CONSULTANT’s relationship to CITY is that of an independent consultant. All persons hired by CONSULTANT and performing the work shall be consultant’s employees or agents. CITY shall not be obligated in any way to pay any wages other claims by any such employees or agents or any other person by reason of this Agreement. CONSULTANT shall be solely liable to such employees or agents during the course of the work.

13. Conflicts of Interest

CONSULTANT (including its employees and subconsultants) shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Agreement. In the event that CONSULTANT maintains or acquires such a conflicting

7

interest, any contract (including this Agreement) involving CONSULTANT’s conflicting interest may be terminated by CITY.

14. Ownership of Work

All original documents prepared by CONSULTANT’ for this Agreement, whether complete or in progress, are the property of the CITY, and shall be given to CITY at the completion of CONSULTANT’s services, or upon demand from the CITY. No such documents shall be revealed or made available by CONSULTANT to any third party without the prior written consent of the CITY. CONSULTANT shall be allowed to retain copies of all documents prepared under this Agreement.

15. Successors and Assi nment

This Agreement shall be binding on the heirs, successors, executors, administrators and assigns of the parties; however, CONSULTANT agrees that it will not assign, transfer, convey or otherwise dispose of this Agreement or any part thereof, or its rights, title or interest therein, or its power to execute the same without the prior written consent of CITY.

16. Severability

If any provision of this Agreement is held to be unenforceable, the remainder of this Agreement shall, be severable and not affected thereby.

IT Waiver of Rights

Any waiver at any time by either party hereto of its rights with respect to a breach or default, or any other matter arising in connection with this Agreement, shall not be deemed to be a waiver with respect to any other breach, default or matter.

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18. Remedies Not Exclusive

The use by either party of any remedy specified herein for the enforcement of this
Agreement is not exclusive and shall not deprive the party using such remedy of, or limit
the application of any remedy provided by law.

19. Notices

All notices, statements, reports, approvals or requests or other communications that are required either expressly or by implication to be given by either party to the other
under this Agreement shall be in writing and signed for each party by such officers as
each may, from time to time, authorize in writing to so act. All such notices shall be
deemed to have been received on the date of delivery if delivered personally or three (3)
days after mailing if enclosed in a properly addressed and stamped envelope and
deposited in the U.S. post office for delivery. Unless and until formally notified
otherwise, all notices shall be addressed to the parties at their addresses shown below:

CITY OF LIVINGSTON

1416 C Street

Livingston, CA 95334

CONSULTANT

SNG & ASSOCIATES, INC.

5776 Stoneridge Mall Road, Suit 370 Pleasanton, CA 94588

20. Sub- Consultants

No subcontract shall be awarded or an outside consultant engaged by CONSULTANT unless prior written approval is obtained from CITY.

IN WITNESS WHERFOF the parties execute this Agreement on the day and year first hereinabove written.

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THE CITY OF LIVINGSTON

By: _

Name: Richard N. Warne

Title: City Manager

SNG & ASSOCIATES, INC.

a tt.

By: #

Name: Nanda Gottiparthy

Title: City Engineer

 

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