HomeMy WebLinkAbout6/5/2013 - STAFF REPORTS - 2.I. �oE p A LM SpP
�Z
c+
V N
1 k
C
O FwM1 ,'a
cA`'F°"N�Pk City Council Staff Report
Date: June 5, 2013 CONSENT CALENDAR
Subject: AWARD OF CONSULTANT SERVICES AGREEMENT WITH SAIC
ENERGY, ENVIRONMENT & INFRASTRUCTURE, LLC. FOR THE
WASTE WATER TREATMENT PLANT (WWTP) PERFORMANCE
REVIEW, CITY PROJECT NO. 13-17
From: David H. Ready, City Manager
Initiated by: Public Works and Engineering Department
SUMMARY
Per the Agreement with Veolia, who is responsible for the Operations and Maintenance
of the WWTP, the City of Palm Springs is required to conduct a performance review in
order to allow a term extension of Veolia's contract which is set to expire on June 30,
2013.
RECOMMENDATION:
1) Approve Agreement No. with SAIC Energy, Environment & Infrastructure,
LLC., in the amount of $129,895 for professional services to conduct the Waste
Water Treatment Plant Performance Review, City Project 13-17, and
2) Authorize the City Manager to execute all necessary documents.
STAFF ANALYSIS:
A panel of City staff members comprised of the City Engineer, Assistant City Engineer,
and the Assistant City Manager, evaluated proposals for the performance review and
had unanimously chose PERC Waters as the preferred consultant of the two qualified
consultants that had submitted proposals. Per the contract agreement with the City of
Palm Springs and Veolia, the selected consultant needed to be "reasonably acceptable
to Veolia". Veolia did not agree with the selected consultant.
The panel agreed that either of the two proposers were qualified to perform the review.
With the assistance from the City Attorney, the Public Works and Engineering staff
considered the next available consultant, SAIC Energy, Environmental & Infrastructure,
ITEM NO. a —
City Council Staff Report
June 5, 2013- Page 2
VVVVTP Performance Review(CP 13-17)
LLC that was acceptable to Veolia. Pursuant to the terms of the contract agreement, if
the performance review finds Veolia is in material compliance with the terms and
conditions of their agreement the "term" shall be extended to September 1, 2014, with
no further action of the City or Veolia required.
FISCAL IMPACT:
Funding is available from the Waste Water Treatment Plant account number 410-6800-
43200. Selection of either consultant will not affect City's cost share of the project.
Veolia has agreed to pay $69,449 whereas the City's portion is $60,446, totaling
$129,895.
SUBMITTED:
Prepared by: Recommended by:
avat Khamp ou avid ara is
Assistant Director of Public Works Director of Public Works/City Engineer
Approved by:
David H. Ready, City Ma
ATTACHMENTS:
1. SAIC Agreement
02
CONSULTING SERVICES AGREEMENT
SAIC ENERGY, ENVIRONMENTAL & INFRASTRUCTURE, LLC.
CP# 13-17, WWTP PEFORMANCE REVIEW
THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered
into on , 2013, by and between the City of Palm Springs, a California Charter City
and Municipal Corporation ("City"), and SAIC Energy, Environmental & Infrastructure, LLC., a
Private Corporation, ("Consultant"). City and Consultant are individually referred to as "Party" and
are collectively referred to as the"Parties".
RECITALS
A. City requires the services of a professional consulting firm to conduct a
Performance Review of the City's Waste Water Treatment Plant (WWTP), City Project No.
13-17, WWTP Performance Review ("Project").
B. Consultant has submitted to City a proposal to provide a Wastewater Treatment
Plant Performance Review to City under the terms of this Agreement.
C. Based on its experience, education, training, and reputation, Consultant is qualified
and desires to provide the necessary services to City for the Project.
D. City desires to retain the services of Consultant for the Project.
In consideration of these promises and mutual agreements, City agrees as follows:
AGREEMENT
1. CONSULTANT SERVICES
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement,
Consultant shall provide WWTP Performance Review services to City as described in the Scope of
Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the
"services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the
schedule of fees. Consultant warrants that all services and work shall be performed in a competent,
professional, and satisfactory manner consistent with prevailing industry standards. In the event of
any inconsistency between the terns contained in the Scope of Services/Work and the terms set forth
in this Agreement, the terms set forth in this Agreement shall govern.
1.2 Compliance with Law. Consultant services rendered under this Agreement shall
comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders,
rules, and regulations.
1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such
licenses, permits, and approvals as may be required by law for the performance of the services
required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it
has carefully considered how the work should be performed and fully understands the facilities,
difficulties, and restrictions attending performance of the work under this Agreement.
1 03
2. TIME FOR COMPLETION
The time for completion of the services to be performed by Consultant is an essential
condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this
Agreement according to the agreed upon schedule of performance set forth in Exhibit "A."
Consultant shall not be accountable for delays in the progress of its work caused by any condition
beyond its control and without the fault or negligence of Consultant. Delays shall not entitle
Consultant to any additional compensation regardless of the party responsible for the delay.
3. COMPENSATION OF CONSULTANT
3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for
the services rendered under this Agreement in accordance with the schedule of fees set forth in
Exhibit "A". The total amount of Compensation shall not exceed$129,895.
3.2 Method of Payment. In any month in which Consultant wishes to receive payment,
Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no
later than the first working day of such month, in the form approved by City's finance director.
Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services
performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City
and consistent with this Agreement, within thirty(30) days of receipt of Consultant's invoice.
3.3 Chanees. In the event any change or changes in the Scope of Services/Work is
requested by City, Parties shall execute a written amendment to this Agreement, specifying all
proposed amendments, including, but not limited to, any additional fees. An amendment may be
entered into:
A. To provide for revisions or modifications to documents, work product, or
work, when required by the enactment or revision of any subsequent law; or
B. To provide for additional services not included in this Agreement or not
customarily famished in accordance with generally accepted practice in Consultant's profession.
3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being
appropriated by the City Council of City for each fiscal year. If such appropriations are not made,
this Agreement shall automatically terminate without penalty to City.
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All services rendered under this Agreement shall be
performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period
extension must be approved in writing by the Contract Officer.
4.3 Force Maieure. The time for performance of services to be rendered under this
Agreement may be extended because of any delays due to unforeseeable causes beyond the control
and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within
ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not
limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods,
epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather.
After Consultant notification, the Contract Officer shall investigate the facts and the extent of any
necessary delay, and extend the time for performing the services for the period of the enforced delay
2 04
when and if, in the Contract Officers judgment, such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement.
4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement,
this Agreement shall continue in full force and effect until December 31, 2013 unless extended by
mutual written agreement of the parties.
4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at
any time, with or without cause, upon thirty (30) days written notice to Consultant. Where
termination is due to the fault of Consultant and constitutes an immediate danger to health, safety,
and general welfare, the period of notice shall be such shorter time as may be determined by the City.
Upon receipt of the notice of termination, Consultant shall immediately cease all services except such
as may be specifically approved by the Contract Officer. Consultant shall be entitled to
compensation for all services rendered prior to receipt of the notice of termination and for any
services authorized by the Contract Officer after such notice. Consultant may terminate this
Agreement, with or without cause, upon thirty(30) days written notice to City.
5. COORDINATION OF WORK
5.1 Representative of Consultant. The following principal of Consultant is designated
as being the principal and representative of Consultant authorized to act and make all decisions in its
behalf with respect to the specified services and work: Neil V. Callahan, Vice President. It is
expressly understood that the experience, knowledge, education, capability, and reputation of the
foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the
foregoing principal shall be responsible during the term of this Agreement for directing all activities
of Consultant and devoting sufficient time to personally supervise the services under this Agreement.
The foregoing principal may not be changed by Consultant without prior written approval of the
Contract Officer.
5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee
("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed
of the progress of the performance of the services. Consultant shall refer any decisions that must be
made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean
the approval of the Contract Officer.
5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge,
education, capability, and reputation of Consultant, its principals and employees, were a substantial
inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any
other individual or entity to perform any services required under this Agreement without the City's
express written approval. In addition, neither this Agreement nor any interest may be assigned or
transferred, voluntarily or by operation of law, without the prior written approval of City.
5.4 Independent Contractor. Neither City nor any of its employees shall have any
control over the manner, mode, or means by which Consultant, its agents or employees, perform the
services required, except as otherwise specified. Consultant shall perform all required services as an
independent contractor of City and shall not be an employee of City and shall remain at all times as
to City a wholly independent contractor with only such obligations as are consistent with that role;
however, City shall have the right to review Consultant's work product, result, and advice.
Consultant shall not at any time or in any manner represent that it or any of its agents or employees
are agents or employees of City.
3 05
5.5 Personnel. Consultant agrees to assign the following individuals to perform the
services in this Agreement. Consultant shall not alter the assignment of the following personnel
without the prior written approval of the Contract Officer. Acting through the City Manager, the City
shall have the unrestricted right to order the removal of any personnel assigned by Consultant by
providing written notice to Consultant.
Name: Title/Role:
Neil V. Callahan Project Manager
Stephen Dopudja, P.E. Assistant Project Manager
Momo Savovic, P.E. Facility Assessment
Grant Ration Financial Review
Kristen L. Whatley, P.E. Technical Due Diligence
Joe A. Dysard, II QA/QC and Economic Evaluation
6. INSURANCE
Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set
forth in the attached Exhibit "B", incorporated herein by reference.
7. INDEMNIFICATION.
7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend
(at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected
officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from
and against any and all liabilities, actions, suits, claims, demands, losses, costs,judgments, arbitration
awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or
death of persons (Consultant's employees included), for damage to property, including property
owned by City, from any violation of any federal, state, or local law or ordinance, and from errors
and omissions committed by Consultant, its officers, employees, representatives, and agents, that
arise out of or relate to Consultant's performance under this Agreement. This indemnification clause
excludes Claims arising from the sole negligence or willful misconduct of the City, its elected
officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance
requirements and limits set forth in this Agreement be construed to limit Consultant's
indemnification obligation or other liability under this Agreement. Consultant's indemnification
obligation shall survive the expiration or earlier termination of this Agreement until all actions
against the Indemnified Parties for such matters indemnified are fully and finally barred by the
applicable statute of limitations or, if an action is timely filed, until such action is final. This
provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this
Agreement.
7.2 Desian Professional Services Indemnification and Reimbursement. If the
Agreement is determined to be a "design professional services agreement" and Consultant is a
"design professional" under California Civil Code Section 2782.8, then:
A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at
Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers,
4 06
employees, agents and volunteers and all other public agencies whose approval of the project is
required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all
liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties
(collectively "Claims"), including but not limited to Claims arising from injuries or death of persons
(Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or
are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees,
or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure
to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but
Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from
the negligence, recklessness or willful misconduct of the City and its elected officials, officers,
employees, agents and volunteers.
B. The Consultant shall require all non-design-professional sub-contractors, used
or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to
execute an Indemnification Agreement adopting the indemnity provisions in sub-section 7.1 in favor
of the Indemnified Parties. In addition, Consultant shall require all non-design-professional sub-
contractors, used or sub-contracted by Consultant to perform the Services or Work required under
this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this
Agreement, as well as any other insurance that may be required by Contract Officer.
8. RECORDS AND REPORTS
8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer
reports concerning the performance of the services required by this Agreement, or as the Contract
Officer shall require.
8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time,
costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep
such books and records as shall be necessary to properly perform the services required by this
Agreement and enable the Contract Officer to evaluate the performance of such services. The
Contract Officer shall have full and free access to such books and records at all reasonable times,
including the right to inspect, copy, audit, and make records and transcripts from such records.
8.3 Ownership of Documents. All drawings, specifications, reports, records, documents,
and other materials prepared by Consultant in the performance of this Agreement shall be the
property of City. Consultant shall deliver all above-referenced documents to City upon request of the
Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for
further employment or additional compensation as a result of the exercise by City of its full rights or
ownership of the documents and materials. Consultant may retain copies of such documents for
Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in
such documents.
8.4 Release of Documents. All drawings, specifications, reports, records, documents,
and other materials prepared by Consultant in the performance of services under this Agreement shall
not be released publicly without the prior written approval of the Contract Officer.
8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee
time sheets, accounting records, and other evidence pertaining to costs incurred while performing
under this Agreement. Consultant shall make such materials available at its offices at all reasonable
times during the term of this Agreement and for three (3) years from the date of final payment for
inspection by City and copies shall be promptly furnished to City upon request.
5 07
9. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and interpreted both as to
validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action.
9.2 Interpretation. This Agreement shall be construed as a whole according to its fair
language and common meaning to achieve the objectives and purposes of the Parties. The terms of
this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any
rule of construction of contracts (including, without limitation, California Civil Code Section 1654)
that ambiguities are to be construed against the drafting party, shall not be employed in the
interpretation of this Agreement. The caption headings of the various sections and paragraphs of this
Agreement are for convenience and identification purposes only and shall not be deemed to limit,
expand, or define the contents of the respective sections or paragraphs.
9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non-
defaulting party on any default shall impair such right or remedy or be construed as a waiver. No
consent or approval of City shall be deemed to waive or render unnecessary City's consent to or
approval of any subsequent act of Consultant. Any waiver by either party of any default must be in
writing. No such waiver shall be a waiver of any other default concerning the same or any other
provision of this Agreement.
9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are
cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude
the exercise by it, at the same or different times, of any other rights or remedies for the same default
or any other default by the other party.
9.5 Legal Action. In addition to any other rights or remedies, either party may take legal
action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any
default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory
judgment, or any other remedy consistent with the purposes of this Agreement.
10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall
be personally liable to the Consultant, or any successor-in-interest, in the event of any default or
breach by City or for any amount which may become due to the Consultant or its successor, or for
breach of any obligation of the terms of this Agreement.
10.2 Conflict of Interest. No officer or employee of the City shall have any direct or
indirect financial interest in this Agreement nor shall any such officer or employee participate in any
decision relating to the Agreement which effects their financial interest or the financial interest of any
corporation, partnership, or association in which he/she is, directly or indirectly, interested in
violation of any state statute or regulation. Consultant warrants that Consultant has not paid or given,
and will not pay or give, any third party any money or other consideration in exchange for obtaining
this Agreement.
6 08
10.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its
heirs, executors, assigns, and all persons claiming under or through them, that there shall be no
discrimination or segregation in the performance of or in connection with this Agreement regarding
any person or group of persons on account of race, color, creed, religion, sex, marital status,
disability, sexual orientation, national origin, or ancestry.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication that either
party desires, or is required to give to the other party or any other person shall be in writing and either
served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be
deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this
Section. Either party may change its address by notifying the other party of the change of address in
writing.
To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Consultant: SAIC Energy, Environment& Infrastructure, LLC
Attention: Neil V. Callahan
3030 North Rocky Point Drive West, Suite 760
Tampa, FL 33607
11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties
and supersedes all other written agreements.
11.3 Amendment. No amendments or other modifications of this Agreement shall be
binding unless through written agreement by all Parties.
11.4 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law. In the event that any
one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement
shall be declared invalid or unenforceable by valid judgment or decree of a court of competent
jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases,
sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out
the intent of the parties.
11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit
of the Parties' successors and assignees.
11.6 Third Party Beneficiary. Except as may be expressly provided for in this
Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be
construed as conferring, any rights, including, without limitation, any rights as a third-party
beneficiary or otherwise,upon any entity or person not a party to this Agreement.
11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement
as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is
bound, for purposes of this Agreement,by the same.
7 09
11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant
that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing
this Agreement the Parties are formally bound to the provisions of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
"CITY"
City of Palm Springs
Date: By:
David H. Ready
City Manager
APPROVED AS TO FORM: ATTEST
By: By:
Douglas C. Holland, James Thompson,
City Attorney City Clerk
"CONSULTANT"
SAIC Energy, Environment & Infrastructure, LLC
Date: By :
Neil V. Callahan
Vice President
Secretary
8 10
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of Caiifomia
County of
On before me,
Dan Flere 4pert NemeaMTitle of no gficer -
personally appeared
Narw(c)d slpnatc3
who proved to me on the basis of satisfactory,evidence to
be the parson(s) whose name(s) Ware subscribed to the
within instrument and acknowledged to me that
he/shetthey executed the same in histherltheir auftrized
capacity(ies),and that by his/her/their signature(s)on the
Instrument the person(s), or the entity upon behalf of
which the person(s)acted,executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
o�aawmrrsm aewo Signature 9rrFwn,red uowr wtw
OP77ONAL
Though the InfxMiidr below is not required by law,it may Prove Wktabfe to persons rairing on dte dccument
and could prevent haudWerg remoral and reattachment of this brm to awthar doamwif.
Description of Attached Document
Title or Type of Document _
Document Date: Number of Pages _
Signer(s)Otter Than Named Above:
Capacfty(tes)Claimed by Signer(s)
Signet's Name: Signers Name:
Individual a Individual
Corporate Officer—Tige(s): Corporate Officer—Title(s):_
=i Partner—IJ limited ❑General _ ❑Partner—C_Limited ❑General
u Attorney in Fact Attorney in Fad
O Trustee Top 0 b)umn here Y Trustee too or rr.,r>a nam
C Guardian or Conservator Guardian or Conservator I
0 Other. Other:
Signer Is Representing: Signer Is RepreserrOng:
iLj
®2AT notes!Nptc7 Aswtlrtlm.gg5Gb gob rha.P.08rn 2Gr2.pg1gyy5M1.b.181a1424�.wmv.hlEvarYda'%W Men MBBOT naWmr:CLITdI.Ra980bbM86Z7
9 li
EXHIBIT "A"
CONSULTANT'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
10 12
CONSULTANT'S SCOPE OF SERVICES
The Consultant will provide the services presented in RFP # 10-12. The requested
services are identified and have been expanded to identify specific tasks and methods to
be used
The scope of services are defined in the following categories of the Performance Review of
the type indicated in RFP #10-12 including; 1) the technical review, 2) the facility review, 3)
the contractual compliance review (legal), and 4) the financial review. Consultant will
establish a Work Plan covering each aspect of the Performance Review.
Upon notice to proceed, Consultant will prepare and submit a data request. Next, within 5
calendar days after submittal of the data request, Consultant's Project Manager will
coordinate a Kick-off meeting with the City to finalize the schedule and discuss the balance
of information required for a project Work Plan. The Work Plan will include the following:
a. Develop Review Plan
Consultant shall prepare a review plan (the "Plan") for the first Term Extension Performance
Review of the City's Wastewater Treatment System. Consultant will start with the current
Veolia service contract and establish the terms and conditions and contract requirements to
be evaluated. The objectives of the Plan will be to verify that the contract operations
contractor has performed in compliance with the applicable requirements in the service
agreement related to operations, maintenance, renewal and replacements, spare parts and
other compliance requirements.
b. Technical Review
Following receipt of all required data, Consultant will perform a review and evaluation of the
information received to start the verification of the technical, financial and contractual (legal)
reviews. This critical initial review will help establish the fundamental understanding of the
Veolia's contractual performance and allow Consultant to develop questions for the
interviews that will take place during the facility review with key project personnel.
Consultant shall, if applicable, conduct a specific review of Veolia's application of any "new
technologies" as might be required in the Agreement.
Consultant shall also conduct other key reviews as applicable such as Operations and
Maintenance (O&M) Manual updates, record drawing updates, routine contractor reports,
discharge monitoring reports, compliance reports to governmental bodies, any contractor
notices of non-compliance, notices of violations, annual inspection reports, monthly
chemical and electricity usage, Supervisory Control and Data Acquisition (SCADA) data and
information in the Company's Computerized Maintenance Management System (the
"CMMS") and records, repair, renewal or replacement activities. This information will assist
Consultant in the conduct of the overall contractual, facility and financial reviews as well as
determination of overall performance compliance.
11 13
C. Contractual (Legal) Review
Consultant shall review the contractual performance to verify that Veolia has complied with
the provisions of the Agreement. Typical activities include auditing permit compliance
activities, permit and renewal effective dates, verifying appropriate National Environmental
Laboratory Accreditation Conference (NELAC) or state certifications for analysis of
wastewater constituents, appropriate management of designated funds and any notice of
any claims for uncontrollable circumstances during the period of review.
d. Facility Review
Upon completion of the document review and evaluation Consultant will conduct a five (5)
business day on-site above ground assessment of the physical condition of the treatment
plant facilities and major equipment, to identify any obvious maintenance deficiencies,
maintenance requirements, or issues that could affect the plant's ability to meet the
performance requirements in the Agreement. This facility review will be performed for the
purpose of on-site document inspection, interviews, and physical observation to assure that
the facility is being properly operated and maintained and major equipment is being
renewed and replaced in accordance with the Agreement.
To complete this task Consultant will request various on-site reports from Veolia (contractor)
to evaluate plant-operating performance. These will include plant operating records,
maintenance records, related correspondence and budgets.
Consultant shall:
• Perform an on-site inspection of the existing wastewater treatment system facilities and review available
system information to assess the general condition.
• Review the condition of the existing equipment and structures from site visit and available records.
• Meet with, and interview key representatives of the contractor to identify operating matters of concern and
any treatment limitations related to treatment equipment conditions and to discuss the facility's
performance.
• Review system equipment renewals and replacements planned and actually performed over the review
period and the status of prospective plans for renewals and replacements or additions to the system over
the next contract year or designated planning period.
• Review with the contractor information from the computerized maintenance management program for the
plant regarding maintenance performed on major equipment. Review the level of maintenance performed,
and the status of corrective and preventative work orders outstanding.
• Review the regulatory permit renewal list(developed in technical review)and advise the City as part of the
final report of upcoming permit reapplication activities needed as well as status of compliance with
monitoring and reporting requirements.
• Verify that regulatory reports submitted by the operator indicate that the plant is being operated in
compliance with the current operating permits or standards.
• Review the sludge disposal or other contractually required activities for meeting contractual requirements
and disposal is going to appropriately certified landfills.
• Interview the key O&M contractor personnel with respect to any proposed changes in regulatory standards
that could affect operation of the plant.
12 14
Evaluate contractor performance against applicable contract standards and performance guarantees.
e. Financial Review
This task will provide support to the City to make quantitative comparisons of the overall
costs of the City's wastewater treatment facilities to similar other California wastewater
treatment facilities. Consultant will prepare a summary comparison of the overall cost of the
operation and maintenance of the wastewater treatment facilities at Palm Springs with the
overall costs of the operation and maintenance of up to three similar wastewater treatment
facilities in the area. As much as the information will be made available to Consultant and
as feasible, the comparisons will include costs for a similar scope of services and include
only facilities of generally a similar size (design flow 10.9 MGD, Average daily flow in 2012
of 6.033 MGD) located in California. Consultant will make all reasonable effort to identify
certain direct operating expenses for each of the comparable wastewater facilities to
illustrate and compare the power and gas utility cost and sludge disposal costs. Under the
current operating service contract, the City pays the electrical, natural gas and a portion of
the solids disposal costs, however, these costs are affected by Veolia's operation of the
facilities and will be included in the cost comparisons with other comparable facilities. The
City shall be required to provide Consultant the power, natural gas and appropriate solids
disposal costs for the Palms Springs facilities.
In order to make the overall O&M costs comparable on a common basis, the overall O&M
Costs for the Palm Springs Wastewater Facility and the other comparable facilities will be
presented in tabular format on the basis of a O&M cost per Million Gallons (MG)for the year
2012. This cost comparison will also include, where and to the extent the information is
made available, the Annual O&M Budget, Average Annual Flow in 2012 in MG per Day,
Total Flow for 2012 in MG and the O&M per Million Gallons Treated in 2012 for each of the
wastewater facilities
This task shall include the following activities:
• Select list of up to six comparable wastewater facilities
■ Prepare a cover letter of introduction from the City
Prepare a data request for comparable facilities
■ Conduct up to three calls for each of three comparable facilities
■ Prepare overall summary O&M cost comparison
Deliverable: Provide a summary O&M cost comparison section of the review report.
f. Work Product
Consultant will prepare a summary report in draft format of the results of the inspection
within 30 calendar days from the receipt of all data requests. Upon receipt of one set of
consolidated comments from the City, the report will be finalized.
13 is
SCHEDULE OF PERFORMANCE
• Within three (3) business days of the Notice to Proceed (NTP), Consultant will provide a
data request listing of the typical documents to be provided that are necessary to perform
this assignment;
• Within 10 calendar days, Veolia (or City) would make all reasonable efforts to provide all
the available documents associated with the data request electronically to Consultant;
• Following receipt or access to all documents from data request, five (5) business day off-
site document review period will occur;
• Concurrent with the ongoing document request period, the City will coordinate with Veolia
to schedule a five (5) business day on-site visitation by Consultant to perform inspection,
Veolia personnel interviews, and review of on-site documents to begin immediately
following document review;
• Consultant will provide a draft summary report within 14 days from the on-site visit and
receipt of any follow-up data requests;
• Within three (3) business days following receipt of City consolidated comments,
Consultant will produce a final report; and;
• If required, Consultant will provide a PowerPoint presentation to the City summarizing the
results of the performance review.
14 16
SCHEDULE OF COMPENSATION
Payments to consultant shall be made no more frequently than monthly, and shall be based on
lump sum costs per task item of work as indicated herein. Lump sum payments shall be made to
Consultant based upon completion of tasks, or pro-rata portions thereof noted below, to a
maximum of 75% of the lump sum task item fee until completion of such task item as determined
by the Contract Administrator. Each request for payment shall contain Contractor's statement of
the work or tasks completed or portion performed, with supporting documentation. The
determination of payment due shall be made based upon the reasonable judgment of the Contract
Administrator.
Tasks Cost
Task I —Technical Review/Develop Review Plan $38,520
Task 2—Contract Review(Legal) $15,425
Task 3 —Facility Review $41,150
Task 4 - Financial Review (Costs Included In Overall Tasks)
Task 5 —Report Preparation $14 900
Task 6—Presentation to City(if required) $16,400
Task 7—QA/QC $3,500
Total $129,895
15 17
EXHIBIT "B"
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
16 18
INSURANCE
1. Procurement and Maintenance of Insurance. Consultant shall procure and
maintain public liability and property damage insurance against all claims for injuries against
persons or damages to property resulting from Consultant's performance under this Agreement.
Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and
content satisfactory to the City, and submit concurrently with its execution of this Agreement.
Consultant shall also carry workers' compensation insurance in accordance with California
workers' compensation laws. Such insurance shall be kept in full force and effect during the
term of this Agreement, including any extensions. Such insurance shall not be cancelable
without thirty(30) days advance written notice to City of any proposed cancellation. Certificates
of insurance evidencing the foregoing and designating the City, its elected officials, officers,
employees, agents, and volunteers as additional named insureds by original endorsement shall be
delivered to and approved by City prior to commencement of services. The procuring of such
insurance and the delivery of policies, certificates, and endorsements evidencing the same shall
not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials,
officers, agents, employees, and volunteers.
2. Minimum Scone of Insurance. The minimum amount of insurance required
under this Agreement shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least
one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two
million dollars($2,000,000) general aggregate;
2. Automobile liability insurance with limits of at least one million dollars
($1,000,000.00)per occurrence;
3. Professional liability (errors and omissions) insurance with limits of at
least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000)
annual aggregate is:
_X_required
is not required;
4. Workers' Compensation insurance in the statutory amount as required by
the State of California and Employer's Liability Insurance with limits of at least one million
dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the
City's Request for Waiver of Workers' Compensation Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement, Consultant's
insurance coverage shall be primary with respect to the City and its respective elected officials,
officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City
and its respective elected officials, officers, employees, agents, and volunteers shall be in excess
of Consultant's insurance and shall not contribute with it. For Workers' Compensation and
Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and
17 19
contribution it may have against City, its elected officials, officers, employees, agents, and
volunteers.
4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required,
and if Consultant provides claims made professional liability insurance, Consultant shall also
agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to
cover claims made within three years of the completion of Consultant's services under this
Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in
the amount required by this Agreement for at least three years after completion of Consultant's
services under this Agreement. Consultant shall also be required to provide evidence to City of
the purchase of the required tail insurance or continuation of the professional liability policy.
5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided
by authorized insurers in good standing with the State of California. Coverage shall be provided
by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class
VII, or better, unless otherwise acceptable to the City.
6. Verification of Coverage. Consultant shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, effecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be
received and approved by the City before work commences. City reserves the right to require
Consultant's insurers to provide complete, certified copies of all required insurance policies at
any time. Additional insured endorsements are not required for Errors and Omissions and
Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Pahn Springs or(2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees, and agents are named as an
additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all
workperformed with the City"may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-
insurance the City may have..." ("as respects City of Palm Springs Contract No._" or 'for any
and all work performed with the City" may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration
date thereof, the issuing company will mail 30 days written notice to the Certificate Holder
named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose
no obligation or liability of any kind upon the company, its agents or representative" is not
acceptable and must be crossed out.
18 20
4. Both the Workers' Compensation and Employers' Liability policies shall contain
the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees,
agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the
certificate holder on the policies.
All certificates of insurance and endorsements are to be received and approved by the City
before work commences. All certificates of insurance must be authorized by a person with
authority to bind coverage, whether that is the authorized agentibroker or insurance underwriter.
Failure to obtain the required documents prior to the commencement of work shall not waive the
Consultant's obligation to provide them.
7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City prior to commencing any work or
services under this Agreement. At the option of the City, either (1) the insurer shall reduce or
eliminate such deductibles or self-insured retentions with respect to the City, its elected officials,
officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing
payment of losses and related investigations, claim administration, and defense expenses.
Certificates of Insurance must include evidence of the amount of any deductible or self-insured
retention under the policy. Consultant guarantees payment of all deductibles and self-insured
retentions.
8. Severabitity of Interests (Separation of Insureds). This insurance applies
separately to each insured against whom claim is made or suit is brought except with respect to
the limits of the insurer's liability.
19 21