HomeMy WebLinkAboutContracts & Agreements_116-2005_CCv0001.pdf AGREEMENT TO FURNISH CONSULTING SERVICES FOR THE PURPOSE OF
CONDUCTING AN AUTOMATED METER READING(AMR)BUSINESS CASE STUDY.
This Agreement is made and entered into this 21 st day of June,2005 by and between the City
of Redlands, a municipal corporation (hereinafter "City"@) and Cognyst Consulting, L.L.C.,
hereinafter("Consultant"@)-
In consideration of the mutual promises contained herein, City and Consultant agree as
follows:
ARTICLE 1 - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to perform consulting services (the "Services") for an
Automated Meter Reading(AMR) Business Case Study.
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the Services
to City at a level of competency presently maintained by other practicing professional
consultants in the industry providing similar types of services.
ARTICLE 2 - SERVICES OF CONSULTANT
2.1 The specific Services which Consultant shall perform are more particularly described in
Exhibit"A"entitled"Scope of Services"which is attached hereto and incorporated herein by
this reference.
2.2 Consultant shall comply with all applicable Federal, State and local laws and regulations in
the performance of this Agreement including but not limited to all applicable Labor Code
and prevailing wage laws commencing at California Labor Code section 1770 et seq. and
non-discrimination laws including the Americans with Disabilities Act and the Fair
Employment and Housing Act.
2.3 Consultant further understands that if it violates the provisions of the California Labor Code
relating to prevailing wage,that City may enforce the California Labor Code by notice of the
withholding of contract payments to Consultant or its subcontractors pursuant to California
Labor Code sections 1726, 1727 and 1771.6.
2.4 Consultant agrees that if it executes an agreement with a subcontractor to perform any of the
Services that Consultant shall comply with California Labor Code sections 1775 and 1777.7
by providing the subcontractor with copies of the provisions of Sections 1771, 1775, 1776,
1777.5, 1813 and 1815 of the Labor Code. Consultant acknowledges that the statutory
provisions for penalties for failure to comply with state wage and hour laws and to pay
prevailing wages maybe enforced by City pursuant to California Labor Code sections 1775
and 1813.
ARTICLE 3 -RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that is pertinent to the
performance of Services.
3.2 City will make provisions for Consultant to enter upon City-owned property as required by
Consultant to perform the Services.
3.3 City designates Janet Miller to act as its representative with respect to the Services to be
performed under this Agreement.
ARTICLE 4 -PERIOD OF SERVICE
4.1 Consultant shall perform the Services in a prompt and diligent manner and in accordance
with the schedule set forth in Exhibit "B," entitled "Project Schedule."
ARTICLE 5 - PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant'=s performance of the Services shall not exceed the
amount of$58,945. City shall pay Consultant on a time and materials basis in accordance
with the estimated amounts identified in Exhibit"C"entitled"Project Cost,"and based upon
the hourly rates shown in Exhibit "D," entitled "Fee Schedule."
5.2 Consultant shall bill City within ten days following the close of each month by submitting an
invoice indicating the portion of the Services performed, who performed the Services,
indirect costs, and the detailed cost of all Services including backup documentation.
Payments by City to Consultant shall be made within 30 days after receipt and approval of
Consultant's invoice, by warrant payable to Consultant.
5.3 All notices, bills and payments shall be made in writing and may be given by personal
delivery or by mail. Notices,bills and payments sent by mail shall be addressed as follows:
City Consultant
Janet Miller Howard A. Scott, Ph.D..
Municipal Utilities Department Cognyst Consulting, L.L.C.
P.O. Box 3005 6 Carol Place
Redlands, CA 92373 Pequannock, NJ 07440
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
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Changes may be made in the names and addresses of the person to whom notices and payments are
to be given by giving notice pursuant to this section.
ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 Consultant's Insurance to be Primary
All insurance required by this Agreement shall be maintained by Consultant for the duration of this
Agreement and shall be primary with respect to City and non-contributing to any insurance or self-
insurance maintained by City. Consultant shall not perform any Services pursuant to this Agreement
unless and until all required insurance listed below is obtained by Consultant. Consultant shall
provide City with Certificates of Insurance and endorsements evidencing such insurance prior to
commencement of Services. All insurance policies shall include a provision prohibiting cancellation
of the policy except upon thirty(30) days prior written notice to City.
6.2 Workers' Compensation and Employer's Liability
A. Consultant shall secure and maintain Workers' Compensation and Employer's
Liability insurance throughout the duration of this Agreement in amounts which meet
statutory requirements with an insurance carrier acceptable to City.
B. Consultant expressly waives all rights to subrogation against City, its elected
officials,employees and volunteers for losses arising from work performed by Consultant for
City by expressly waiving Consultant's immunity for injuries to Consultant's employees and
agrees that the obligation to indemnify, defend and hold harmless provided for in this
Agreement extends to any claim brought by or on behalf of any employee of Consultant.
This waiver is mutually negotiated by the parties. This waiver shall not apply to any damage
resulting from the negligence of City, its agents and employees. To the extent any of the
damages referenced herein were caused by or resulted from the concurrent negligence of
City,its agents or employees,the obligations provided herein to indemnify,defend and hold
harmless is valid and enforceable only to the extent of the negligence of Consultant, its
officers, agents and employees.
6.3 Comprehensive General Liability Insurance.
Consultant shall secure and maintain in force throughout the duration of this Agreement
comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of
one million dollars($1,000,000)per occurrence and two million dollars($2,000,000)aggregate for
public liability, property damage and personal injury is required. Consultant shall obtain an
endorsement that City shall be named as an additional insured.
6.4 Professional Liability Insurance.
Consultant shall secure and maintain.professional liability insurance throughout the duration of this
Agreement in the amount of one million dollars($1,000,000)per occurrence and two million dollars
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($2,000,000) annual aggregate.
6.5 Business Auto Liability Insurance.
Consultant shall have business auto liability coverage,with minimum limits of one million dollars
($1,040,000)per occurrence, combined single limit for bodily injury liability and property damage
liability. This coverage shall include all Consultant-owned vehicles used in connection with the
Services, hired and non-owned vehicles, and employee non-ownership vehicles. Consultant shall
obtain an endorsement that City shall be named as an additional insured.
6.6 Assignment and Insurance Requirements.
Consultant is expressly prohibited from subletting or assigning any of the Services covered by this
Agreement without the express prior written consent of City. In the event of mutual agreement
between parties to sublet a portion of the Services, Consultant shall add the subcontractor as an
additional insured and provide City with the insurance endorsements prior to any Services being
performed by the subcontractor. Assignment does not include printing or other customary
reimbursable expenses that may be provided in this Agreement.
6.7 Hold Harmless and Indemnification.
Consultant shall defend,indemnify and hold harmless City,its elected officials,officers,employees
and agents, from and against any and all actions, claims, demands, lawsuits, losses and liability for
damages to persons or property,including costs and attorney fees,that may be asserted or claimed by
any person, firm, entity, corporation,political subdivision or other organization arising out of or in
connection with Consultant's negligent and/or intentionally wrongful acts or omissions under this
Agreement; but excluding such actions, claims, demands, lawsuits and liability for damages to
persons or property arising from the negligence or intentionally wrongful acts of City, its officials,
employees or agents.
ARTICLE 7 - GENERAL CONSIDERATIONS
7.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of
this Agreement the prevailing party shall,in addition to any costs and other relief,be entitled
to the recovery of its reasonable attorneys' fees.
7.2 All documents,records,drawings,designs and specifications,cost estimates,electronic data
files, databases,photographic prints and negatives, and other Project documents developed
by Consultant pursuant to this Agreement and any copyright interest in such documents shall
become the property of City and shall be delivered to City upon completion of the Services,
or upon the request of City. Any reuse of such documents and any use of incomplete
documents will be at City'=s sole risk.
7.3 Consultant is for all purposes an independent contractor. Consultant shall supply all tools
and instrumentalities required to perform the Services. All personnel employed by
Consultant are for its account only, and in no event shall Consultant or any personnel
retained by it be deemed to have been employed by City or engaged by City for the account
of or on behalf of City.
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7.4 Unless earlier terminated, as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City.
7.5 This Agreement may be terminated by either party, without cause, by providing thirty(30)
days prior written notice to the appropriate party of intent to terminate.
7.6 If this Agreement is terminated by City,an adjustment to Consultant's compensation shall be
made,but no amount shall be allowed for anticipated profit or unperformed Services,and any
payment due Consultant at the time of termination may be adjusted to the extent of any
additional costs to City occasioned by any default by Consultant.
7.7 Upon receipt of a termination notice,Consultant shall immediately discontinue all Services,
and within five (5) days of the date of such notice, deliver or otherwise make available to
City, copies (in both hard copy and electronic form, where applicable) of any data, design
calculations, drawings, specifications, reports, estimates, summaries and such other
information and materials as may have been accumulated by Consultant in performing the
Services. Consultant shall be compensated on a pro-rata basis for work completed up until
notice of termination.
7.8 Consultant shall maintain books and accounts of all payroll costs and expenses incurred in
performing the Services. Such books shall be available at all reasonable times for
examination by City at the office of Consultant no more often than once per month during the
life of this agreement.
7.9 This Agreement,including the attachments incorporated herein by reference,represents the
entire agreement and understanding between the parties as to the matters contained herein,
and any prior negotiations,written proposals or agreements with regard to the subject matter
hereof between City and Consultant are superseded by this Agreement. Any amendment to
this Agreement shall be in writing,approved by City Council of City and signed by City and
Consultant.
7.14 This Agreement shall be governed by and construed in accordance with the laws of the State
of California.
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Al WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS Howard A. Scott, Ph.D.
(City Cognyst Consulting, L.L.C.
-1-n
By: By:
Susan P ppler, Mayor Howard A. Scott, Ph.D. Managing Pa ner
ATTEST:
Citylerk, City" lands
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AGREEMENT TO CONDUCT AN AUTOMATED METER READING (AMR)
BUSINESS CASE STUDY
EXHIBIT "A"
SCOPE OF SERVICES
The Municipal Utilities Department is studying Automated Meter Reading as a technology tool and
its ability to streamline customer service operations,provide valuable information to engineering and
distribution operations, and enhance its service to customers in addition to conducting a study that
will provide insight and guidance on optimal long term meter management practices. The scope of
services described below is based on the above project description:
Task 1 —Kickoff
Deliverable: Detailed pro jest plan and schedule;communication plan;information request,
minutes from meeting and introductory workshop.
Task 2 —Analyze Background Information
Deliverable: Materials to be used in Task 4.
Task 3 —Interviews
Deliverable: Materials to he used in Task 4.
Task 4 - Introductory Workshop, Technology Review
Deliverable: Workshops;workshop notes, including interview summations;technology and
marketplace report.
Task 5—Meter Related Business Process Review
Deliverable: Workshop notes and AMR-related process models: metering "vision
Task 6—Economic/Financial Analyses
Deliverable: Multi period economic and financial models and business case narrative.
Task 7—Investigate Financing Options
Deliverable: Brief report on financing opportunities.
Task 8—Draft Implementation Plan
Deliverable: Implementation plan workshop; draft preliminary implementation plan.
Task 9—Develop Meter Management Recommendations
Deliverable: Meter management best practices workshop and draft recommendation.
Task 10—Recommendations and Draft Report
Deliverable: Draft report and implementation plan.
Task I I —Review and Revise Report
Deliverable.- Final report.
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AGREEMENT TO CONDUCT AN AUTOMATED METER READING (AMR) BUSINESS
CASE STUDY
EXHIBIT "B"
PROJECT SCHEDULE
The Scope of Services in Exhibit"A"shall be completed in nine weeks from the date of the Notice-
To-Proceed from the City subject to the City providing the required data in a timely manner.
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AGREEMENT TO CONDUCT AN AUTOMATED METER READING (AMR)
BUSINESS CASE STUDY
EXHIBIT "C"
PROJECT COST
Cognyst Consulting,L.L.C.will provide work associated with this Project for a total amount not to
exceed $58,945.
+ PRINCIPAL PROJECT TOT+ TOTAL + i +
HOURSCONSULTANT MANAGER HOURS LABOR TRAVEL COSTS
HOURS EXPENSES
Task 1 1.5 4 5.5 $1,175 - $1,175
Task 2 5 20 25 $5,250 - $5,250
Task 3 9 10.5 19.5 $4,350 $2,490 $7,240
Task 4 10 18 28 $6,100 - $6,100
Task 5 4 18 22 $4,600 $1,245 $6,045
Task 6 8 31.5 39.5 $8,300 - $8,300
Task 7 8 0 8 $2,000 $1,245 $3,445
Task 8 3 11 14 $2,950 - $2,950
Task 9 11 20 31 $6,750 $2,245 $9,395
Task 10 5 18 23 $4,850 - $4,850
Task 11 3 17 20 $4,150 $1,245 $5,595
TOTAL 67.5 168 2355 $50,475 $8,470 $58,945
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AGREEMENT TO CONDUCT AN AUTOMATED METER READING(AMR)
BUSINESS CASE STUDY
EXHIBIT "D"
FEE SCHEDULE
Cognyst Consulting,L.L.C.will invoice the City for tasks completed after four weeks and then again
upon completion of all deliverables,including the final report,approximately five weeks later. In the
event of an unforeseen delay on the part of the City in providing the vendor with all of the requested
data necessary to conduct the study, an additional invoice for completed tasks to date will be
authorized by the City.
Principal Consultant $250.00/hour
Project Manager $200.00/hour
Travel Expenses Actual Cost
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