HomeMy WebLinkAboutContracts & Agreements_148-2013_CCv0001.pdf AGREEMENT TO SUPPLY ENGINEERING SERVICES
This agreement for wastewater system assessment services ("Agreement") is made and entered
in this 160' day of July, 2013 ("Effective Date"), by and between the City of Redlands, a
municipal corporation ("City)" and URS Corporation, dba URS Corporation Americas
('*Consultant"). City and Consultant are sometimes individually referred to herein as a "Party"
and, together, as the "Parties." 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 provide wastewater system assessment services for
City(the"Services").
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 like and similar types of Services.
ARTICLE 2— SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit
"A,"entitled"Scope of Services," which is attached hereto and incorporated herein by
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of the Services.
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 designates Chris Diggs, Deputy MUED Director, as City's representative with
respect to performance of 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 complete the Services in a prompt and diligent manner within one hundred
days(100)calendar days from and after the date of City's issuance to Consultant of a
written Notice to Proceed.
ARTICLE 5 —PAYMENTS TO CONSULTANT
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5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of one hundred fort eight thousand four hundred twenty dollars($148,420,00),
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based upon the rates shown in Exhibit"B,"entitled "Rate Schedule"which is attached
hereto and incorporated herein by this reference.
5.2 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultant's invoices shall include a brief description of the
Services performed, the dates the Services were performed, and the number of hours
spent and by whom. City shall pay Consultant no later than thirty (30)days after receipt
and approval by City of Consultant's invoice.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
City Consultant
Chris Diggs Mike Agbodo, PE
Deputy MUED Director Project Manager
City of Redlands URS Corporation
35 Cajon Street, Suite 15A 3500 Porsche Way, Suite 300
Redlands, CA 92373
Ontario, CA 91764
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 whom notices and payments
are to be given by giving notice pursuant to this section 5.3.
ARTICLE 6—INSURANCE AND INDEMNIFICATION
6.1 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 the 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. Insurance policies shall include a provision
prohibiting cancellation or modification of the policy except upon thirty(30)days prior
written notice to City.
6.2 Consultant shall secure and maintain Workers' Compensation and Employer's Liability
insurance in accordance with the laws of the State of California, with an insurance carrier
acceptable to City as described in Exhibit"C,"entitled "Workers' Compensation
Insurance Certification,"which is attached hereto and incorporated herein by this
reference.
6.3 Consultant shall secure and maintain 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 nan-ied as an additional insured and
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
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6.4 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.
6.5 Consultant shall have business auto liability coverage, with minimum limits of One
Million Dollars($1,000,000) per occurrence, combined single limit 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. City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or self
insurance maintained by City.
6.6 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 and negligent act, omission or failure to act by Consultant, its officers,employees and
agents in performing the Services.
ARTICLE 7—CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income,interest in real property or investment that 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 City 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 City permits, licenses,
applications, certifications, approvals,orders or similar authorization or
entitlements;
(iii) authoring City to enter into, modify or renew a contract;
(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
Citv or for any subdivision thereof.
B. Does not serve in a staff capacity"ith City and in that capacity, participate in making
a governmental decision or othemise perform the same or substantially 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.
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7.3 In the event City officially determines that Consultant must disclose its financial
interests,Consultant shall complete and file a Fair Political Practices Commission Form
700, State of Economic Interests with the City Clerks' office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8—GENERAL CONSIDERATIONS
8.1 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, including fees for the
use of in-house counsel by a Party.
8.2 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 Project related documents, records, drawings, designs, cost estimates,electronic data
files,databases and any other documents developed by Consultant in connection with its
performance of the Services, 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,shall be at City's sole risk.
8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor.Neither City nor of its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth.Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
only,and in no event shall Consultant or 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. 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 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City; provided, however this Agreement
may be terminated by City, in its sole discretion, by providing ten(10)days prior-written
notice to Consultant(delivered by certified mail, return receipt requested)of City's intent
to terminate. 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. Upon receipt of a termination notice, Consultant shall immediately
discontinue its provision 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 project related 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.
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Consultant shall be compensated on a pro-rata basis for Services completed up to the date
of termination.
8.6 Consultant shall maintain books, ledgers, invoices, accounts and 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 reasonable times
for examination by City at the office of Consultant.
8.7 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 any prior negotiations, written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, an
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 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 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 WfIEREOF, duly authorizes representative of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS URS CORPORATION
By: ?t-444' By:
Pete AgWlar. Mayor Brian Wynn efVice President
ATTEST:
Sam
ATTEST:
i (Clerk
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Exhibit"A"
Scope of services:
Task 1: Evaluation of Curreut %A este v'ater Svstem tie rterm.,nme
Consultant will evaluate the current performance of wastewater treatment operations and its
costs; review all aspects for potential improvements using benchmarks from operations of similar
size and regulatory environment. Consultant will establish a baseline for the City's wastewater
operations system based on previous performance. Consultant will meet with the City staff in a
plant tour and workshop to discuss ideas and solicit input into the development of the
establishment of the baseline criteria. Consultant will establish a baseline conditions on the
annual energy consumption and total costs, and greenhouse emissions. Consultant will establish
a benchmark with other wastewater utilities of similar size and compare the energy
consumptions and make appropriate recommendations on the necessary steps the City should
undertake to be more efficient and conserve energy.
Profile: Consultant will gather information about the facility size, the type of treatment process,
amount of energy used to help provide a platform upon which the facility would begin its
evaluation.
Energy Priority Ranking: Consultant will develop and complete an energy priority rank sheet.
This will include an identification of criteria specific to each facility to use for determining the
overall feasibility and benefits of each energy project. Utilizing the results of the spreadsheet
model and priority ranking sheet, each project will be assigned a score for each criterion and the
individual scores totaled for each project with the main focus on energy reduction. Scoring
criteria will be presented to the City for review. Projects with the highest score will typically be
selected for action.
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Tit-I
I 4k 2, Prescr;be New tat '111echnolooies
Based on the best available information, Consultant will identify new and state-of-the-art
technologies that will be vital to the future operations of the systems, or will enhance the existing
operations by reducing power consumption, reduce O&M, staff effort, or increase quality of
treatment. Consultant will evaluate advanced treatment technologies and practices to determine
possible improvements and focus on reduction measures that are actionable and measurable.
Additionally, Consultant will evaluate items identified by City staff for energy use reduction.
Potential actions will be screened and then prioritized into the following:
1. Actions that are easily implemented within 6 months to a year.
2. Actions that require further analysis and implementation in a I to 5 year window.
3. Actions that require further analysis and implementation in a 5 to 10 year window.
4. Actions that require further analysis and implementation in a 10 to 15 year window.
All of these potential projects will undergo evaluation and will be reviewed and compare against
selection criteria, which may include:
• Lifecycle costs;
• Effectiveness at reducing energy and material use/demand;
• Availability of funding; energy efficiency rebates, incentives, grants;
• Effectiveness at meeting regulatory requirements-,
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• Return on investment,
• Existing need for equipment upgrade;
• Support of other priorities (e.g.,asset management goals).
Task 3: Labor prod uctiv it v
Consultant will examine the available City manpower to in operate the wastewater collection and
treatment systems,and assist the City in identifying ways to increase labor productivity and
streamline processes and propose indicators so that improvements can be measured objectively.
Task 4. Inventory Optimization and Asset ian.-4emnt Ouallifiers
Consultant will identify protocols for preparing asset inventory for the City's wastewater
collection and treatment system. The objective of this task is to formulate protocols the City can
follow in determining the remaining useful life of the City's wastewater collection and treatment
systems. This will enable the City to know when to replace assets reaching the end of their
useful life, and proactively plan for the necessary budget in place for the renewal of the assets.
Task 5: Technological Optimization
Consultant shall employ both process optimization(for performance and cost-savings)as well as
new technologies to provide City with cost-effective, least energy-cost wastewater treatment
plant design. Consultant will review treatment processes currently in place and compare them to
similar projects with other utilities to recommend the necessary modifications needed to enhance
the City's efficiency and save costs in the wastewater treatment plant operation. Consultant will
examine alternative procedures and explore alternative and sustainable green energy sources to
preserve the environment.
Task 6. Explore Opportunities for Additional RIevenues
Consultant will explore opportunities for additional revenues from the operations and by-
products from the new and existing technologies. Consultant will perform a feasibility study and
market analysis if necessary.
Task 7: Recommend Implementable Measures
Consultant will recommend implementable measures to improve and streamline O&M to
increase efficiencies and reduce costs. Each recommendation will qualify the potential impact
on expenses as well as any barriers to implementation. For recommendations that require capital
investment,Consultant will assist in the development of a business plan with projected funding
outlets. The recommendations will be laid out in such a manner that the City can implement
immediately in the short-term as well as a long-range implementation plan.
Task 8: Draft Recommendations
Consultant will prepare a Draft Report summarizing the findings of the investigations and
providing recommendations based on the interviews conducted and Consultant expert experience
in performing work-with other agencies of similar size and complexity. Following completion of
the Draft Report, Consultant will meet with City staff to discuss the recommendations outlined in
the Draft Report and solicit City input into finalizing the Draft Report.
I ask 9- Final Report
Following receipt of City staff input into the Draft Report, Consultant will proceed to prepare the
Final Report and submit 10 copies of the Final Report to City and an electronic copy in MS
Word. Consultant will also make presentations to City management and staff on the findings and
recommendations of the project.
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Exhibit "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION TO PERFORM
NAIASTEWATER SYSTEM ASSESSMENT SERVICES
Every employer except the State, shall secure the payment of compensation in one or more of the
following gays;
(a) By being insured against liability to pay compensation in one or more insurer duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self-insure, either as an individual employer or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self-insure and to pay any compensation that
may become due to his or her employees.
I am aware of the provisions of Section 3700 of the Labor Code which requires every employer
to be insured against liability for Workers* Compensation or to undertake self-insurance in
accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work of this Agreement. (Labor Code §1861).
URS Corporation dba URS Corporation
By:
Brian Wynne, Vice President Date-
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