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HomeMy WebLinkAboutContracts & Agreements_71-2001AGREEMENT TO FURNISH PROFESSIONAL ENGINEERING SERVICES FOR RECYCLED WATER PROJECT This Agreement is made and entered into this 15th day of May, 2001 by and between the City of Redlands, a municipal corporation (hereinafter "CITY") and ZENON Environmental Corporation, (hereinafter "ENGINEER"). In consideration of the mutual promises, covenants and conditions hereinafter set forth, CITY and ENGINEER hereby agree as follows: 1.1 ARTICLE 1 - ENGAGEMENT OF ENGINEER CITY hereby engages ENGINEER, and ENGINEER hereby accepts the engagement, to perform professional engineering services ("Services") for the Recycled Water Project at the CITY's Wastewater Treatment Plant ("Project"). 1.2 The Services shall be performed by ENGINEER in a professional manner, and ENGINEER represents that it has the skill and the professional expertise necessary to provide Services for the Project at the level of competency presently maintained by other practicing professional engineers in the industry providing similar types of services. ARTICLE 2 - SERVICES OF ENGINEER 2.1 The specific Services which ENGINEER shall perform are more particularly described in Attachment "A," entitled "Scope of Services," which is attached hereto and incorporated herein by this reference. ARTICLE 3 - RESPONSIBILITIES OF CITY 3.1 CITY shall make available to ENGINEER information in its possession that is pertinent to the performance of ENGINEER's Services. 3.2 CITY will provide access to and make provisions for ENGINEER to enter upon CITY -owned property as required by ENGINEER to perform the Services. 3.3 CITY will provide sampling, laboratory analyses, data collection, and system operation as requested by ENGINEER. 3.4 CITY designates Douglas Headrick, Chief of Water Resources, to act as its representative with respect to the Services to be performed under this Agreement. ARTICLE 4 - PERIOD OF SERVICE 4.1 ENGINEER shall perform the Services in a diligent manner and in accordance with the schedule set forth in Attachment B - Project Schedule of this AGREEMENT. May 7,2001 C:\DOCUME-1\cweagle\LOCALS-1\Temp\ZENON Eng Agreement.doc 1 ARTICLE 5 - PAYMENTS TO THE ENGINEER 5.1 For services performed under Article 2, CITY shall pay the ENGINEER on a time and material basis at the hourly rates shown in Attachment D, Rate Schedule. The total project budget shall be as shown in Attachment C, Fee Proposal. The total amount of compensation for this Agreement shall not exceed One Hunched Ten Thousand dollars ($110,000 US), unless the scope of the Project is materially changed and agreed to by the ENGINEER and the CITY. 5.2 Payment for additional services requested by the CITY per Article 2.2 shall be in accordance with a separately negotiated fee or in accordance with the hourly rates shown in Attachment D, Rate Schedule, to this AGREEMENT. 5.3 ENGINEER shall bill CITY within ten days following the close of each month by submitting an invoice indicating the Services performed, who performed the Services, and the detailed cost of all Services including backup documentation. Payments by CITY to ENGINEER shall be made within 30 days after receipt and approval of ENGINEER's invoice, by warrant payable to ENGINEER. 5.4 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 ENGINEER Douglas Headrick, Chief of Water Resources Municipal Utilities Department 35 Cajon Street P.O. Box 3005 Redlands, CA 92373 Robert Flis Project Manager ZENON Environmental Corporation 3229 Dundas Street West Oakville, Ontario L6M4B2 When so addressed, such notices shall be deemed given upon deposit in the United States, or Canadian 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. ARTICLE 6 - INSURANCE AND INDEMNIFICATION 6.1 ENGINEER shall maintain worker's compensation insurance and, in addition, shall maintain insurance to protect CITY from claims for damage due to bodily injury, personal injury and death, and claims for injury to or destruction of tangible property while performing the Services required by this Agreement. Said public liability and property damage insurance shall be on an "occurrence" basis in a minimum combined single limit of $1,000,000, and $3,000,000 in the aggregate. ENGINEER shall maintain comprehensive automobile liability insurance with a combined single limit of $1,000,000 for bodily injury and property damage. ENGINEER shall maintain general liability insurance in the aggregate amount of $1,000,000 with a minimum of $500,000 per claim. CITY shall be named as an additional insured under all policies for public liability, property damage and comprehensive automobile liability, and such insurance shall be primary with respect to CITY and non-contributing to any insurance or self-insurance maintained by the CITY. ENGINEER shall provide CITY with certificates of insurance evidencing such insurance coverage prior to commencing the Services. 6.2 ENGINEER shall indemnify, hold harmless and defend CITY and its elected officials, officers, agents and employees from and against all claims, loss, damage, charges or expense, to which it or any of them may be put or subjected to the extent that they arise out of or result from, or are caused by any willful or negligent act or actions, omission or failure to act on the part of the ENGINEER, directly as it relates to the Engineer's scope of supply, its contractors, its suppliers, anyone directly or indirectly employed by any of them or May 7,2001 C:\DOCUME-1\cweagle\LOCALS-1\Temp\ZENON Eng Agreement.doc 2 anyone for whose acts or omissions any of them maybe liable in the performance of the Services required by this Agreement. 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 ENGINEER 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 ENGINEER's key personnel for the Project are: Name Title Project Engineer Robert Flis Grant Maclnnnis Project Manager ENGINEER 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 ENGINEER pursuant to this Agreement 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 ENGINEER is for all purposes an independent contractor. All personnel employed by ENGINEER are for its account only, and in no event shall ENGINEER 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 The ENGINEER is not responsible for damage or delay in performance caused by events beyond the control of ENGINEER. In the event ENGINEER's services are suspended, delayed or interrupted for the convenience of the CITY or delays occur beyond the control of ENGINEER, an equitable adjustment in ENGINEER's time of performance and cost of ENGINEER's personnel and subcontractors shall be made. 7.7 The services to be performed by ENGINEER are intended solely for the benefit of the CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on the ENGINEER's performance of its services hereunder, and no right to assert a claim against the ENGINEER by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of the ENGINEER's services hereunder. 7.8 Unless earlier terminated, as provided for below, this Agreement shall terminate upon completion and acceptance by CITY of the Services. 7.9 This Agreement may be terminated by either party, without cause, by providing thirty (30) days prior written notice to the other (delivered by certified mail, return receipt requested) of intent to terminate. 7.10 Upon receipt of a termination notice, ENGINEER 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 May 7,2001 C:\DOCUME—I\cweagle\LOCALS-1\Temp\ZENON Eng Agreement.doc 3 other information and materials as may have been accumulated by ENGINEER in performing the Services required by this Agreement. 7.11 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 ENGINEER. 7.12 This Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, duly authorized representatives of the CITY and ENGINEER have signed in confirmation of this Agreement. City of Redlands ("CITY") By: PAT GILBREATH Mayor ATTEST: DeputjCity Clerk, City of Redlands ZENON Environmental Corporation ("ENGINEER") By: f. -77 Dana Mourat ', Vice President By: T`'fl May 7,2001 C:\DOCUME-1\cweagle\LOCALS-1\Temp\ZENON Eng Agreement.doc 4 ATTACHMENT A CITY OF REDLANDS ENGINEERING SERVICES FOR RECYCLED WATER PROJECT SCOPE OF SERVICES INTRODUCTION The purpose of this Professional Engineering Agreement is to provide the CITY with engineering services in conjunction with design of the Redlands Recycled Water Project. CITY is planning to install new and modified facilities at its wastewater treatment plant to produce recycled water under Title 22, Division 4 of the California Code of Regulations for sale. CITY has elected to use a microfiltration system as part of the new facilities needed to produce high quality recycled water and is considering purchase of a major portion of the microfiltration system from ENGINEER'S manufacturing division. As part of the above, ENGINEER will provide engineering services to assist CITY with design and application of the microfiltration or membrane systems as listed below. Work under this scope of services is to provide CITY with engineering, calculations, design, equipment and system specifications, a bill of materials, process schematics and P&IDs, layout and general arrangement drawings, cut sheets, cost estimates, and other engineering services. The systems to which the above refer are the microfiltration process, using ENGINEER's proprietary membrane equipment, and its related chemical feed systems and appurtenances to be included in CITY's overall Recycled Water Project. The information is to be available for incorporation by the CITY and its engineering consultants into the overall project. Approval of the Engineer's submittal package is the scope of Others. 1. Prepare one or more detailed process flow drawings showing the membrane system and ancillary mechanical and chemical feed systems. 2. Prepare P&IDs for the membrane systems and related mechanical and chemical feed systems. 3. Prepare general arrangement drawings for the membrane system including basins and associated mechanical equipment. These drawings shall include equipment drawings and cut sheets, equipment dimensions and weights, utility requirements, specifications, and other pertinent information. 4. Prepare a preliminary bill of materials covering all piping, valves, equipment and other components to be supplied by the membrane system supplier. The bill of materials shall list each component of the system, the manufacturer's name and model, listing of design properties such as flow rate, pressure, horsepower, materials of construction, efficiency, rating, accelerators, and an electrical load list, etc. 5. Submit vendor's cut sheets for all major equipment and components. 6. Prepare single line electrical drawings and control panel drawings. 7. Prepare layout drawings showing placement and location of equipment, piping and structural elements including the concrete structure to house the membranes in sufficient detail that the CITY can prepare final design and drawings for construction. 8. Prepare I/O list and preliminary control narrative for the membrane system and related components. 9. Provide level of detail on all submitted engineering work as acceptable to CITY. Level of detail as per American Canyon WWTP, ZENON AO#500054 package provided to the CITY. May 7,2001 C:\DOCUME_1\cweagle\LOCALS-1\Temp\ZENON Eng Agreement.doc A-1 10. Provide and submit all material noted above for review by CITY; attend up to 2 (two) coordination meetings in Redlands to discuss CITY's questions and comments as necessary. 11. Provide re -submittals as required in response to CITY's comments. May 7,2001 C:\DOCUME-1 \cweagle\LOCALS-1 \Temp\ZENON Eng Agreement.doc A-2 ATTACHMENT B CITY OF REDLANDS ENGINEERING SERVICES FOR RECYCLED WATER PROJECT PROJECT SCHEDULE ENGINEER shall commence work immediately following authorization to proceed. ENGINEER has reviewed the project with the CITY and agrees that the following schedule is a reasonable time frame in which to complete the work. The schedule is based on the CITY'S requirement to provide recycled water by March of 2003. Task Date or Time 1. Notice to Proceed May 16, 2001 2. Submit preliminary process flow diagram June 13, 2001 3. Submit preliminary P&ID's June 13, 2001 4. Submit preliminary general arrangement drawings, equipment specifications, plot plans, and tank sections June 20, 2001 5. Submit preliminary Bill of Materials (Package A) June 13, 2001 6. Review items 2-5 with CITY June 20, 2001 7. Submit revised materials for items 2-5 July 11, 2001 8. Submit cut sheets for major components (Packages A,B,C) July 11, 2001 9. Submit preliminary electrical single line and panel layout drawings July 11, 2001 10. Submit preliminary I/O list and preliminary control narrative July 11, 2001 11. Submit preliminary detailed drawings of design July 11, 2001 12. Review items 7-11 with CITY July 18, 2001 13. Submit final design package July 26, 2001 The above submittal milestones are based on timely response to ZENON RFI's from CITY. Any delay in approval of submittals may affect the proposed dates. ENGINEER and CITY mutually agree that they will work earnestly toward meeting the above tentative schedule. Should the scope of services change or should problems arise during the work period, which could affect the above schedule, it is understood that both the ENGINEER and CITY will develop a revised schedule to address such scope changes and problems. The costing herein assumes that all work under this Agreement will be completed by July 26, 2001. Should the project be delayed for any reason beyond ENGINEER'S control past this date, the ENGINEER reserves the right to renegotiate the TASK ORDER to cover actual increases in cost. May 7,2001 C:\DOCUME--1 \cweagle\LOCALS-1 \Temp\ZENON Eng Agreement.doc B-1 ATTACHMENT C CITY OF REDLANDS ENGINEERING SERVICES FOR RECYCLED WATER PROJECT FEE PROPOSAL The Fee proposal is presented on the attached page. Engineer will invoice the City monthly indicating the services performed and the costs of such services. Billing will be at the rates on the fee schedule in Attachment D. Total billing will not exceed US $110,000. May 7,2001 C:\DOCUME—I\cweagle\LOCALS-1\Temp\ZENON Eng Agreement.doc C-1 ATTACHMENT D CITY OF REDLANDS ENGINEERING SERVICES FOR RECYCLED WATER PROJECT FEE SCHEDULE Southern California Schedule of Rates Position Name Rate US$/hr Operations Manager Adam Kaminski $ 175.00 Senior Process Specialist Doug Thompson $ 150.00 Intermediate Process Specialist Jason Diamond $ 100.00 Project Manager Robert Flis $ 125.00 Project Engineer Grant Maclnnnis $ 100.00 Engineering Manager Charles Bennett $ 160.00 Electrical Engineering Manager Tom Millar $ 160.00 Mechanical Engineering Supervisor Dan Zabarylo $ 105.00 Electrical Engineering Supervisor John Tom $ 115.00 Electrical Engineer Gerry Ward $ 100.00 Electrical Engineer Paul Ursea $ 100.00 Senior Controls Engineer Chris Lipski $ 135.00 Drafting Supervisor Marin Dinu $ 95.00 Senior Draftsman Warren Lee $ 80.00 Senior Draftsman Mike Gajdamowicz $ 80.00 Intermediate Draftsman Elena Dinu $ 80.00 Intermediate Draftsman Helen Luo $ 70.00 Intermediate Draftsman Liliana Stanicu $ 70.00 Intermediate Draftsman Gre Bauer $ 60.00 Administrative Assistant Kim Taylor $ 45.00 Document Control Clerk Joanne Flavell $ 45.00 May 7,2001 C:\DOCUME.1\cweagle\LOCALS-1\Temp\ZENON Eng Agreement,doc D-1 Agreement - San Bernardino County WIC Program - On motion of Councilmember George, seconded by Councilmember Freedman, the City Council unanimously approved an amended Facility Use Agreement for use of the Community Center between the City and San Bernardino County Women - Infant -Children Program and authorized the Mayor and City Clerk to execute the agreement. Mutual Water Company Stock Lease - On motion of Councilmember Haws, seconded by Councilmember Peppler, the City Council approved a lease for 16 shares of Crafton Water Company stock to Peter Buoye for the 2001-02 water delivery season, with Councilmember Gilbreath abstaining due to a potential conflict of interest. Task Force of Water Agencies - A task force was formed to coordinate the activities of the water agencies involved in the Federal Energy Regulatory Commission (FERC) relicensing process of Southern California Edison's hydroelectric power generating facilities on the Santa Ana River, Mill Creek and Lytle Creek. Since the City derives a significant portion of its water supply from the Santa Ana River and Mill Creek and the FERC process has the potential to affect the supply. The San Bernardino Valley Municipal Water District agreed to pay half of the costs of consultants hired to develop strategies for the task force. Redlands, nine other water agencies were asked to fund the remaining half at a cost of $20,000 each. On motion of Councilmember George, seconded by Councilmember Freedman, the City Council unanimously approved funding the City's participation in the task force of water agencies supporting the FERC relicensing of Southern California Edison's hydroelectric power generating stations on Mill Creek and the Santa Ana River. Agreement - Electricity Cogeneration Facility at Wastewater Treatment Plant - On January 16, 2001, the Council approved a preliminary design contract to investigate the options for constructing an electricity cogeneration facility at the City's Wastewater Treatment Plant located at 1950 Nevada Street. The engineering services agreement presented this date covers the engine generator and associated facilities design and construction management services. On motion of Councilmember George, seconded by Councilmember Freedman, the City Council unanimously approved and authorized execution of an agreement with Janechek & Associates to furnish engineering services with Janechek & Associates to support the proposed electricity cogeneration facility to be located at the City's Wastewater Treatment Plant. Agreement - Recycled Water Project - On motion of Councilmember George, seconded by Councilmember Freedman, the City Council unanimously approved and authorized execution of an agreement with ZENON Environmental Corporation to furnish engineering services to support the proposed Redlands Recycled Water Project. May 15, 2001 Page 4