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HomeMy WebLinkAboutContracts & Agreements_74-2004_CCv0001.pdf AMENDMENT FOR ADDITIONAL MATERIALS. ON AGREEMENT TO FURNISH ENGINEERING SERVICES FOR THE OPERATION AND MAINTENANCE FOR THE ELECTRICITY COGENERATION FACILITY This Agreement is made and entered into this 18th day of May 2004 by and between the City of Redlands, a municipal corporation (hereinafter "City") and Janechek & Associates, (hereinafter "Consultant"). In consideration of the mutual promises, covenants and conditions hereinafter set forth, City and Consultant hereby agree as follows: ARTICLE 1 - ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant, and Consultant hereby accepts the engagement, to perform services ("Services") for the Additional Materials for the Operation and Maintenance of the Electrical Cogeneration Facility ("Project"), for the City of Redlands, California. 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 high quality Services for the Project at the 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 Attachment "A," entitled "Scope of Services," which is attached hereto and incorporated herein by this reference. 2.2 Consultant hereby agrees to abide by all applicable Federal, State and local rules, laws and regulations in the performance of this agreement including but not limited to all applicable Labor code and prevailing wage laws. ARTICLE 3 - RESPONSIBILITIES OF CITY 3.1 City shall make available to Consultant information in its possession that is pertinent to the performance of Consultant's Services, Amendment to Cogeneration Operations and Maintenance Agreement May 18, 2004 Page 2 3.2 City will provide access to and make provisions for Consultant to enter upon City- owned property or rights-of-way as required by Consultant to perform the Services. 3.3 City designates Douglas Headrick as Project Manager, 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 diligent manner and in accordance with the schedule set forth in Attachment "B", entitled "Project Schedule". ARTICLE 5 - PAYMENTS TO THE CONSULTANT 5.1 The total compensation for Consultant's performance of Services shall not exceed the amount of$197,500. City shall pay Consultant on a time and materials basis up to the not to exceed amount, in accordance with Attachment "C", entitled "Project Fee", based on the hourly rates shown in Attachment "D", entitled "Rate Schedule". 5.2 Consultant shall bill City within ten days following the close of each month by submitting an invoice indicating 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 contractual 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 Douglas Headrick Alan Janechek, PE Municipal Utilities Department Janechek & Associates 35 Cajon Street 248 Hill Place P. O. Box 3005 Costa Mesa, CA 92627 Redlands CA 92373 When so addressed, such notices shall be deemed given upon deposit in the United States Mail. In all other instances, notices, bill and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills, and payments are to be given by giving notice pursuant to this paragraph. Amendment to Cogeneration Operations and Maintenance Agreement May 18, 2004 Page 3 ARTICLE 6 - INSURANCE AND INDEMNIFICATION 6.1 Consultant's Insurance to be Primary All insurance required by this Agreement is to be maintained by Consultant for the duration of this Project and shall be primary with respect to City and non-contributing to any insurance or self-insurance maintained by the 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 work. 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 officers, 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 shall not apply to any damage resulting from the sole 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. Amendment to Cogeneration Operations and Maintenance Agreement May 18, 2004 Page 4 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. 6.5 Business Auto Liability Insurance. Consultant shall have business auto liability coverage, with minimum limits of I million ($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 on the project, 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 written consent of City. In the event of mutual agreement between parties to sublet a portion of the Services, the Consultant will add the subcontractor as an additional insured and provide City with the insurance endorsements prior to any work 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 sole negligence or intentionally wrongful acts of City, its officers, 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 Consultant shall not assign any of the Services required by this Agreement, except with the prior written approval of City and in strict compliance with the terms, provisions and conditions of this Agreement. 7.3 Consultant's key personnel for the Project are: Amendment to Cogeneration Operations and Maintenance Agreement May 18, 2004 Page 5 Project Manager: Alan Janechek Consultant agrees that the key personnel shall be made available and assigned to the Project, and that they shall not be replaced without concurrence from City. 7.4 All documents, records, drawings, designs, costs estimates, electronic data files and databases and other Project documents developed by the Consultant pursuant to this Agreement and any copyright interest Consultant may have in said herein described documents, records and data 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 for other projects and any use of incomplete documents will be at City's sole risk. 7.5 Consultant is for all purposes an independent contractor. 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. 7.6 Unless earlier terminated, as provided for below, this Agreement shall terminate upon completion and acceptance by City of the Services. 7.7 This Agreement may be terminated by the City, without cause, by providing ten (10) days prior written notice to the Consultant (delivered by certified mail, return receipt requested) of intent to terminate. 7.8 Upon receipt of a termination notice, Consultant shall (1) promptly discontinue all services affected, and (2) 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 required by this Agreement. 7.9 This Agreement, including the attachments incorporated herein by reference, represents the entire agreement and understanding between the parties and any prior negotiations, proposals or oral agreements are superseded by this Agreement. Any amendment to this Agreement shall be in writing, approved by the City Council of City and signed by City and Consultant. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Amendment to Cogeneration Operations and Maintenance Agreement May 18, 2004 Page 6 IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant have signed in confirmation of this Agreement. City of Redlands, Janechek & Associates Ccityll) ("Consultant") By: By: VS N PEPPLE or Title:— ATTEST: r Lorrie Poyzer ij u City Clerk, City of Redlands ATTACHMENT A SCOPE OF WORD for Materials for Operation and Maintenance of the Landfill Gas Co-Generation Facility for the CITY OF REDLANDS LANDFILL GAS CO-GENERATION FACILITY INTRODUCTION The purpose of this proposal is to present the proposed scope of work for selected tasks related to the landfill gas co-generation facility at the City of Redlands Wastewater Treatment System. Janechek & Associates is extremely well qualified to assist the City of Redlands with this project. ]&A operates the landfill gas to electricity system for the City of Redlands under a three-year operations agreement. J&A staff have experience in all phases of landfill gas and power distribution projects, including design work on over 100 landfill gas systems throughout the world. Background The City of Redlands and J&A have designed and constructed a landfill gas co-generation facility that will produce electricity and waste heat for use at the wastewater treatment plant. The wastewater facility currently uses approximately 550 to 700 kW of electricity. The system is designed to work in parallel with the SCE utility connection. The waste heat recovery system is used to recover heat from the system and used at the plant digesters. Operation and maintenance of the facility is required to comply with requirements of the Public utilities Commission and to maintain the equipment in good working condition. The proposed scope of work is a supplement to the current Operations and Maintenance Agreement between the City and J&A. TASK 1: Operation and Maintenance Years 2 and 3 Materials This task will consist of providing materials for ongoing operation and maintenance of the engine generator facility at the City Wastewater Treatment Plant. J&A, as part of a three year maintenance agreement, is currently providing operations and maintenance of the facility. The original agreement did not include providing materials for the second and third year of the agreement. Materials will be provided for the facility on an as-needed basis. Materials will be provided at cost to J&A with no additional markup. Material provided will include the following items along with the estimated frequency of replacement: 1. Spark Plugs 3000 hours 2. Oil and Filters 300 hours 3. _ Engine air filters 600 hours 4. Calibration as 3 months 5. Dessicant 1 month 6. Building air filters 3 months 7. Oil analysis 50 and 100 hours 8. Waste oil disposal 2 months PROJECT COSTS The proposed project costs are included as Attachment C. The fee schedule used for developing the project costs is included as Attachment D. LIMITATIONS This proposal is the property of Janechek & Associates and may be used only by the City of Redlands and only for the purposes stated, within a reasonable time from its issuance. ATTACHMENT B SCHEDULE PROPOSED SCHEDULE TASK COMPLETION DATE 1. OPERATION AND January 31, 2006 MAINTENANCE SECOND AND THIRD YEAR MATERIAL ATTACHMENT C PROJECT COSTS UNIT VENDOR DESCRIPTION COST QUANTITY SUBTOTAL Stewart & Stevenson spark plugs @ 3000 hrs $6,084.00 6 $36,504.00 Stewart & Stevenson 0.00 Empire Oil Oil @ 300 hrs $620.00 60 $37,200.00 Filtermart Oil filters @ 300 hrs $189.00 60 $11,340.00 engine air filters @ 600 Filtermart hrs $245.00 30 $7 350.00 Calibration gas @ 3 ScottGas months $1,650.00 8 $13,200.00 McMaster Carr Dessicant @ 1 month $110.00 24 $2,640.00 Building air filters @ 3 McMaster Carr months $205.00 8 $1,640.00 Oil analysis kits @ 100 Analysts Inc. hrs $15.00 180 $2,700.00 Oil field test kits @ 50 Dexcil hrs $6.25 360 $2,250.00 Waste oil disposal @ 2 Goldenwest months $220.00 12 2,640.00 Emergency generator installation $5,290.00 Stewart & Stevenson replacement heads $36,482.00 TOTAL MATERIALS EXPENSES ESTIMATE $159,236.00 YEAR 2003 MATERIALS OVERAGE $38,240.70 TOTAL MATERIALS AMOUNT $197,476.70 ATTACHMENT D FEE SCHEDULE e-lb JANECHEK & ASSOCIATES SCHEDULE of CHARGES for City of Redlands Effective on Contract Start Date 1. For hourly workers, time worked in excess of eight hours per day and weekend work will be charged at 1.5 times the hourly rate. 2. Outside services will include a 0% markup unless listed in the project scope of work. FEE SCHEDULE Principal Engineer $85/hr Engine Technician $82/hr Operations Technician $45/hr Electrical Engineer $90/hr Electrical Designer $85/hr Construction Manager $70/hr Drafter $45/hr Environmental Technician $40/hr Construction Laborer $40/hr Mileage $0.35/mi. D-Size Plots (Mono) $18.00 each D-Size Plots (Color) $32.00 each Drawing Bluelines $7.50 each