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AGREEMENT TO PERFORM PROFESSIONAL ENGINEERING
SERVICES
FOR OPERATION AND MAINTENANCE OF REDLANDS
COGENERATION FACILITY
This agreement for consulting services("Agreement")is made and entered into this
18th day of December, 2007 ("Effective Date"), by and between the City of Redlands
municipal corporation ("City") and SCS Eneranr) a
who
individually referred to herein as a "Party"and, together,, as the "Partes,,are sometimes
In consideration of the mutual promises contained hereinCity and Consul
as follows: , Consultant agree
ARTICLE 1 - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to perform professional engineerin service
associated with the operation and maintenance of City's Electricity Cogenera ' s
Facility (the "Services"). 9 tion
1.2 The Services shall be performed by Consultant in a professional manner, an
Consultant represents that it has the skill and the professional expertise necessaryd
to provide the Services to City at a level of competency
other practicing professional consultants in the indust y presently maintained by
types of Services. industry providing like and similar
ARTICLE 2 - SERVICES OF CONSULTANT
2.1 The 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, the
Americans with Disabilities Act, the Fair Employment and Housing Act and
prevailing wage laws commencing at Labor Code section 1770 et seq. and non-
discrimination laws including the Americans with Disabilities Act. Pursuant to Labor
Code section 1773.2, copies of the prevailing rates ofper diem wages as
determined by the Director of the California Department of Industrial Relations for
each craft, classification, or type of worker associated with the performance of the
Services are on file at the City of Redlands office of the Municipal Utilities
Department, Civic Center, 35 Cajon Street, Suite 15A (P.O. Box 3005 mailing),
Redlands, California 92373. g)
2.3 Consultant acknowledges that if it violates the Labor Code provisions relating
to
prevailing wage, that City may enforce those provisions by issuing a notice of the
withholding of contract payments to Consultant pursuant to Labor Code section
1771.6.
JAcity Council Repartswunicipal utilitieslsCS Energy Agmt 12-07
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2.4 If Consultant executes an agreement with a subcontractor to perform any of the
Services, Consultant shall comply with Labor Code sections 1775 and 1777.7, and
shall provide the subcontractor with copies of the provisions of Labor Code sections
1771, 1775, 1776, 1777.5, 1813 and 1815. Consultant acknowledges that the
statutory provisions imposing penalties for the failure to comply with state wage and
hour laws and to pay prevailing wages may be enforced by City pursuant to Labor
Code sections 1775 and 1813.
2.5 Consultant and its subcontractors shall comply with the provisions of Labor Code
section 1776 regarding payroll records' maintenance,
inspection. certifications, retention and
2.6 Consultant acknowledges that eight (8) hours constitutes a legal day's work
pursuant to Labor Code section 1810.
2.7 If applicable, Consultant shall comply with the provisions of Labor Code section
1777.5 relating to apprenticeships, and Labor Code sections 1771, 1775, 1776,
1777.5, 1813 and 1815.
ARTICLE 3 - RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City will make reasonable provision for Consultant to enter upon City-owned
property, as required by Consultant, to perform the Services.
3.3 City designates Rudy Victoria (or such other person as later designated by City's
Municipal Utilities Director)as City's representative with respect to performance a
the Services, and such person shall have the authority to transmit instructions,
receive information, interpret and define City's policies and decisions with respect to
performance of the Services.
ARTICLE 4 - PERFORMANCE OF SERVICES
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."
4.2 At any time during the term of this Agreement,
Perform Extra Services. As used herein, "Extra ervices'"means any work whicreuethat h Consultant
determined necessary by City for the proper completion of the project or work for
which the Services are being performed, but which the Parties did not reasonably
anticipate would be necessary at the time of execution of this Agreement. Provided
the Extra Work does not exceed twenty percent (20%) of the compensation to be
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paid by City to Consultant for the Services, such Extra Work may be agreed to by
the Parties, by written amendment to this Agreement, executed by City's Ci
ty
Manager. Consultant shall not perform, nor be compensated for, Extra Work without
such written authorization from City.
ARTICLE 5 - PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not
exceed the amount of three hundred twenty thousand dollars ($320,000). City shall
Pay Consultant on a time and materials basis up to the not to exceed amount, in
accordance with Exhibit"C"entitled`Project Costs, and based upon the hourly rates
shown in Exhibit "D," entitled "Fee Schedule." Both Exhibits "C" and "D" are
attached hereto and incorporated herein by this reference.
5.2 Consultant shall submit monthly invoices to City describing the work performed
during the preceding month. Consultant's invoices shall include a brief description
of the Services performed, the dates the Services were performed, the number of
hours spent and by whom, and a description of reimbursable expenses, if any. City
shall pay Consultant no later than thirty (30)days after receipt and approval
of Consultant's invoice, provided the Services reflected in thenvo ce y City
were
performed to the reasonable satisfaction of City in accordance with the terms of this
Agreement, provided that the number of hours of Services set forth in the invoice
reflect the amount of time ordinarily expended for such Services by members of the
profession currently practicing in the same locality under similar conditions, and
provided further that all expenses, rates and other information set forth in the invoice
are consistent with the terms and conditions of the Agreement.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by
mail should be addressed as follows:
CSC
Con_ltant
Rudy Victorio
Municipal Utilities Department Jeff Pierce
SCS Energy
City of Redlands
35 Cajon Street, Suite 15A uKilroy Airport Way
Suite
PO Box 3005 (mailing) Suite 100
Redlands, CA 92373 Long Beach, CA 90806-6816
When so addressed, such notices shall be deemed given upon deposit in the United States
Mail. Changes may be made in the names and addresses of the person to who notices
and payments are to be given by giving notice pursuant to this section 5.3.
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ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 All insurance required by this Agreement shall be maintained by Consultant for the
duration of its performance of the Services. Consultant shall not perform any
Services 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 the 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 Worker's Compensation and
Employer's Liability insurance throughout the duration of this Agreement in
accordance with the laws of the State of California, with an insurance carrier
acceptable to City.
B. Consultant expressly waives all rights to subrogation against City, its elected
officials, officers and employees 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 sole
negligence of City, its employees or agents. 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 are valid and enforceable only to the extent of the negligence of
Consultant, its officers, agents and employees.
6.3 Hold Harmless and Indemnification. Consultant shall defend, indemnify and hold
harmless City and its elected officials, employees and agents from and against any
and all claims, losses or liability, including attorneys fees, arising from injury or death
to persons or damage to property occasioned by Consultant's and its officers',
employees'and agents'sole negligent acts or omissions in performing the Services.
6.4 Assignment. Consultant is expressly prohibited from assigning any of the Services
without the express prior written consent of City. In the event of agreement by the
Parties to assign a portion of the Services, Consultant shall add the assignee as an
additional insured and provide City with the insurance endorsements required by this
Agreement prior to the performance of any Services by the assignee. Assignment
does not include printing or other customary reimbursable expenses that may be
provided for in this Agreement.
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6.5 Comprehensive General Liability Insurance. Consultant shall secure and maintain in
force throughout the term 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. City shall be named
as an additional insured. Such insurance shall be primary and non-contributing to
any insurance or self-insurance maintained by City.
6.6 Professional Liability Insurance. Consultant shall secure and maintain professional
liability insurance throughout the term of this Agreement in the amount of One
Million Dollars ($1,000,000) per claim made.
6.7 Business Auto Liability Insurance. Consultant shall have business auto liability
coverage, with minimum limits of One Million Dollars ($1,000,000) 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
Consultant's provision of the Services, hired and non-owned vehicles, and
employee non-ownership vehicles. Such insurance shall be primary and non-
contributing to any insurance or self insurance maintained by City. City shall be
named as an additional insured.
ARTICLE 7 - CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or
interest in real property and shall not acquire any interest, direct or indirect, in the
geographical area covered by this Agreement or any other source of income,
interest in real property or investment which would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants
and represents that in the performance of its duties hereunder, no person having
any such interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make or participate in:
(i) the making or any governmental decisions regarding approval of a
rate, rule or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of permits, licenses,
applications, certifications, approvals, orders or similar authorizations
or entitlements;
(iii) authorizing City to enter into, modify or renew a contract;
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(iv) granting City approval to a contract that requires City approval and to
which City is a party, or to the specifications for such a contract;
(v) granting City approval to a plan, design, report, study or similar item;
(vi) Adopting, or granting City approval of, policies, standards or
guidelines for City or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity participate in
making a governmental decision or otherwise perform the same or substantially all
the same duties for City that would otherwise be performed by an individual holding
a position specified in City's Conflict of Interest Code under Government Code
section 87302.
7.3 In the event City officially determines that Consultant must disclose its financial
interests by completing and filing a Fair Political Practices Commission Form 700,
Statement of Economic Interests, Consultant shall file the subject Form 700 with the
City Clerk's office pursuant to the written instructions provided by the Office of the
City Clerk.
ARTICLE 8 - GENERAL CONSIDERATIONS
8.1 Attorneys' Fees. 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, including fees for the use of in-house counsel by a Party.
8.2 Prohibition Against Assignment. Consultant shall not assign any of the Services,
except with the prior written approval of City and in strict compliance with the terms,
and conditions of this Agreement.
8.3 Documents and Records. All documents, records,
drawings, designs, cost
estimates, electronic data files, databases and other documents developed by
Consultant in connection with its performance of the Services,
and any interest in such documents, shall become the property of City and shall be delive ed
to City upon completion of the Services, or upon the request of City. Any reuse of
such documents, and any use of incomplete documents, shall be at City's sole risk.
8.4 Independent Contractor Status. Consultant is for all purposes under this Agreement
an independent contractor and should perform the Services as an independent
contractor. Neither City nor any of its agents shall have control over the conduct of
Consultant or any of Consultant's employees, except as herein set forth. 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
JACity Council ReportsWunicipal utilitieskSCS Energy Agmt 12-07
City or engaged by City for the account of, or on behalf of City. Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied,
to bind City to any obligation.
8.5 Termination.
A. Unless earlier terminated, as provided for below, this Agreement shall
terminate upon completion and acceptance of the Services by City.
B. This Agreement may be terminated by City, in its sole discretion, by providing
thirty (30) business days prior written notice to Consultant (delivered by certified
mail, return receipt requested) of City's intent to terminate.
C. If this Agreement is terminated by City, an adjustment to Consultant's
compensation shall be made, but (1) no amount shall be allowed for anticipated
profit or unperformed services, and (2) 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.
D. Upon receipt of a termination notice, Consultant shall immediately discontinue
its provisions of the Services and, within five (5) days of the date of the termination
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 Services completed up to
the date of termination.
8.6 Books and Records. Consultant shall maintain any and all books, ledgers, invoices,
accounts and all other records and documents evidencing costs and expenses
related to the Services for a period of three (3) years, or for any longer period
required by law, from the date of final payment to Consultant pursuant to this
Agreement. Such books shall be available at all reasonable times for examination
by City at the office of Consultant.
8.7 Entire Agreement/Amendment. This Agreement, including the Exhibits incorporated
herein by reference, represents the entire agreement and understanding between
the Parties as to the matters contained herein, and an
en
proposals or verbal agreements relating to such matters areprior s upersteded byitthis
Agreement. Any amendment to this Agreement shall be in writing, approved by City
and signed by City and Consultant.
8.8 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
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8.9 Severability. If one or more of the sentences, clauses, paragraphs or sections
contained in this Agreement is declared invalid, void or unenforceable by a court of
competent jurisdiction, the same shall be deemed severable from the remainder of
this Agreement and shall not affect, impair or invalidate any of the remaining
sentences, clauses, paragraphs or sections contained herein, antes to do so wound
deprive a Party of a material benefit of its bargain under this Agreement.
IN WITNESS WHEREOF,duly authorized representatives of the City and Consultant
have signed in confirmation of this Agreement.
CITY OF REDLANDS SCS ENERGY
By:
Jon Harrison, Mayor By.
Attest:
City Clerk
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8.9 Severability. If one or more of the sentences, clauses, paragraphs or sections
contained in this Agreement is declared invalid, void or unenforceable by a court of
competent jurisdiction, the same shall be deemed severable from the remainder of
this Agreement and shall not affect, impair or invalidate any of the remaining
sentences, clauses, paragraphs or sections contained herein, unless to do so would
deprive a Party of a material benefit of its bargain under this Agreement.
IN WITNESS WHEREOF, duly authorized representatives of the City and
Consultant have signed in confirmation of this Agreement.
CITY OF REDLANDS SCS ENERGY
B �
Y: By:
Jon Harrison, Mayor
Attest:
City QVerk
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EXHIBIT A
SCOPE OF SERVICES
Ongoing Operation and Maintenance Service at the Cogeneration Facility
Located at the City of Redlands Wastewater Treatment Plant
EQUIPMENT COVERED
The scope of this assignment covers the day-to-day operation and maintenance of the landfill gas
fired cogeneration facility located at the City of Redlands wastewater treatment plant. Major
equipment covered by this assignment includes:
• One Deutz Engine/Generator; Model TBG620 V12; gross rated output = 970 kW;
• Engine radiator;
• Horiba continuous emissions monitoring system (CEMS);
• Heat recovery heat exchanger;
• Landfill gas blower/flare station;
• Landfill gas air-to-gas after cooler; and
• Encorp switchgear.
BASIC OPERATION AND MAINTENANCE (TASKS 1 AND 2 )
SCS Energy (SCS) would only bill for actual hours expended. SCS would bill all labor cost
against a task titled"Task I -- Operation and Maintenance (Labor)." The total budget for Task I
is $150,000. The labor budget includes no only field labor, but also home office staff for
engineering support and management of regulatory issues.
Subcontracts, equipment, materials, equipment rentals, and mileage will be billed on as incurred
basis. A total of$145,000 should be budgeted for these costs. SCS will track these costs under a
task titled "Task 2 -- Routine Operation and Maintenance (Non-Labor)." SCS will secure
advance approval from the City for any individual purchase order or service order to be issued by
SCS, which is expected to exceed$5,000.
SCS Energy will provide general tools and safety equipment at no cost to the City. Any
specialty tools required for maintenance (generally limited to special tools for the engine) will be
purchased and be billed to the City under Task 2. At the close of the contract, items purchased
by the City will remain on site.
Shutdown response will be provided from 6:00 a.m. to 9:00 p.m. on a seven day per week basis.
The labor cost for these responses will be billable to Task 1.
Exhibit A
November 15, 2007
Page 2
Travel time billed to the City for any single visit to the site will not exceed one hour. SCS will
submit copies of its timesheets to the City.
Routine maintenance services will include:
• General site operation, clean-up, and data recording
• Engine maintenance--
Valve adjustments
Spark plug adjustments and replacement
Air filter cleaning and replacement
Oil testing, replacement, and disposal
Generator lubrication
• Balance of plant maintenance --
- Radiator coil cleaning and lubrication
- After-cooler cleaning and lubrication
- Liquid pump cleaning and lubrication
- Annual cleaning of the hot water heat exchanger
- Gas analyzer calibration gas
- Annual instrumentation calibration and safety shutdown testing
• Emission system --
- CEMS maintenance, including one annual factory(Horriba) calibration
- CEMS calibration gas
- Engineering and operations support for the annual source test. SCEC to provide
the actual testing
- SCAQMD operational reporting
• Blower flare station maintenance --
- Blower and motor lubrication
- Propane supply
- Sump pumps
- Instrumentation review
• Miscellaneous repair and replacement of pipe fittings, supports, and gauges as
required
Non-Routine maintenance, if any, will include items like major troubleshooting, major repairs,
and replacement of equipment(due to catastrophic failures). These developments would likely
result in the exceedance of the above routine labor and routine expense target budgets. SCS will
inform the City if, and as soon as, such developments that might affect the target occur.
Exhibit A
November 15, 2007
Page 3
SPARE PARTS ACQUISITION (TASK 3)
The spare parts inventory was largely restored in 2006/2007. An allocation for 2007/2008 of
$25,000 will be established.
EXHIBIT B
PROJECT SCHEDULE
TASK 1 : ROUTINE OPERATION AND MAINTENANCE ( LABOR )
Complete the assignment twelve months from notice-to-proceed.
TASK 2: ROUTINE OPERATION AND MAINTENANCE ( NON-
LABOR)
Complete the assignment twelve months from notice-to-proceed.
TASK 3: SPARE PARTS ACQUISITION
Purchase additional spare parts within twelve months of notice-to-proceed.
EXHIBIT C- 1
PROJECT COSTS
TASK 1 : ROUTINE OPERATION AND MAINTENANCE ( LABOR )
Not-to-exceed $150,000
TASK 2: ROUTINE OPERATION AND MAINTENANCE ( NON -
LABOR)
Not-to-exceed $145,000
TASK 3: SPARE PARTS ACQUISITION
Not-to-exceed $25,000
EXHIBIT C- 2
BREAKOUT OF PROJECT COSTS
ROUTINE OPERATIONS AND MAINTENANCE COST
( LABOR)
Individual .
Hiczewski, J. 1,040 $89.00 $92;560
Frias, S. 290 $89.00 $25,810
Munoz, E. 80 $89.00 $7,120
Chakladar, S. 110 $123.00 $13,530
Song, W. 1 85 1 $107.00 $9,095
Pierce, J. 10 $196.00 $1,960
TOTAL $150,075
3900 Kilroy Airport Way 562 426-9544
Suite 100 FAX 562 988-3183
Long Beach, CA 90806-6816 www.scs-energy.com
FEE SCHEDULE
(Effective July 1, 2007, Through June 30, 2008)
Rate/Hour
Project Director..........................................
............................................... .......$196
Project Manager...................
................................................................................................ 157
Senior Professional.............................................................................................................. 123
Project Professional ..............
107
Staff Professional/Operations Manager.............................
ProjectAdm' ....................................................89
Administrator.............................................................................................................78
Senior Technician/Operator...............................................................................................I...72
TDesigner/Drafter....................................................................................................................
echnician 67.................... .................................................................................56
.........................
Administrative/Secretarial.....................................................................................................49
General Terms
I. Scheduled rates are effective through June 30, 2008. Work performed thereafter is subject
to a new Fee Schedule.
2. Scheduled labor rates include overhead, administration, and profit. Costs for outside
consultants and subcontractors, and for job-related employee travel and subsistence,
reproduction, telephone, equipment, and supplies are billed at actual cost plus a 15 percent
administrative fee.
3. Vehicle mileage is invoiced at $0.45 per mile for company autos and $0.55 per mile for
company trucks.
4. Invoices will be prepared monthly or more frequently for work in progress, unless otherwise
agreed. Invoices are due and payable upon receipt. Invoices not paid within 30 days are
subject to a service charge of 1.5 percent per month on the unpaid balance.
5. Payment of SCS invoices for services performed will not be contingent upon the client's
receipt of payment from other parties, unless otherwise agreed in writing. Client agrees to
pay legal costs, including attorney's fees, incurred by SCS in collecting any amounts past
due and owing on client's accounts.
6. For special situations such as expert court testimony and limited consultation, hourly rates
will be on an individually negotiated basis.