HomeMy Public PortalAbout068-Monitor sewer dischargesPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this 1) It, day of between the City of Richmond, Indiana, a municipal corporation acting and throughb y and
s Board of
Sanitation Commissioners (hereinafter referred to as the "City')
Street, Indianapolis, Indiana 46278 (hereinafter referred to as the" C ntract r"),Inc ' 5787 West 74"
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide certain equipment and professional consulting services in
order to allow City to monitor sewer discharges.
A Request for Proposals, dated February 17, 2004, has been made available for inspection by
Contractor, is on file in the Richmond Sanitary District Administration office for the City, and is
hereby incorporated by reference and made a part of this Agreement. Contractor agrees to abide b
the same. y
The response of Contractor to said Request for Proposals is attached, hereto as "Exhibit A," which
Exhibit is dated May 3, 2004, and is hereby incorporated by reference and made a part of this
Agreement. Contractor shall perform all work and provide all services and goods described on
"Exhibit A."
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No work shall commence until the City is in receipt of any required bonds and certificates of
insurance, and until a purchase order has been issued by the Purchasing Department.
SECTION H. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the
City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the
work.
SECTION III. COMPENSATION
City shall pay Contractor a sum not to exceed Seventy Thousand Dollars ($ 70,000.00) for
supplying all goods required by this Agreement and performing all work described herein in a
satisfactory and proper manner.
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect until
completion of the project.
CONMCT 68-2004
Page 1 of 5
190 pos • A
Notwithstanding the term of this Agreement, Ci
ty,/ayy
part, for cause, at any time by giving at least terminate this Agreement in whole or in
tten notice
effective date and the reasons for termination which shall lncllude budays t not be limited tot h ng the
following:
a, failure, for any reason of the Contractor to fulfill in a timely and/or competent manner
its obligations under this Agreement, which include, but are not limited to, all work
listed on "Exhibit A";
b. ineffective or improper use of funds provided under this Agreement;
c. suspension or termination of the grant funding to the City under which this Agreement
is made; or
d. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make prorated pa
ent for performed prior to the date this Agreement is terminated, but shall be relieved of any other
Fork
responsibility herein.
This Agreement may also be terminated by either the City or the Contractor, in whole or in partb
mutual Agreement setting forth the reasons for such termination, the effective date, and in the case
of partial termination, the portion to be terminated. y
SECTION V. INDEMNEFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or in
jury to P
or property or any other claims which may arise from the Contractor's conduct or performance ofn
this Agreement, either intentionally or negligently; provided, however, that nothing contained in
this Agreement shall be construed as rendering the Contractor liable for acts of the Ci
agents, or employees. Contractor shall as a prerequisite to this ,
maintain such insurance as will protect it from grurcthereafter
which may arise out of or
the claims set forth below Aeementpty'hase and its officers,
result from the Contractor's operations under this Agreement,
Contractor or by any sub-contractowhether such operations by the
rs or by anyone directly or indirectly employed by any of them
or by anyone for whose acts the Contractor may be held responsible.
C2 era.
Limits
A. Worker's Compensation &
Disability Requirements Statutory
B. Employer's Liability
$100,000
C. Comprehensive General Liability
Section 1. Bodily Injury
$3009000 each occurrence
$300,000 aggregate
Section 2. Property Damage
$1009000 each occurrence
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D. Comprehensive Auto Liability
Section 1. Bodily Injury
Section 2. Property Damage
E. Comprehensive Umbrella Liability
F. Malpractice/Errors & Omission
$300,000 each person
$3009000 each occurrence
$100,000 each occurrence
$1,000,000 each occurrence
$1,000,000 each aggregate
$50000 each occurrence
$500,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall
before commencing work under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code '
Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore
subject to another state's worker's compensation law, Contractor may choose to compproof of such
ly with all
provisions of its home state's worker's compensation law and provide the City
compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law.
SECTION VII. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person actin
on behalf of Contractor or any sub -contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment
or indirectly related to employment, because of race, religion, color, sex, disability, ter directly
origin, or ancestry. national
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
1 That in the hiring of employees for the performance of work under this Agreement
Of any subcontract hereunder, Contractor, any subcontractor, or any person acting
on behalf of Contractor or any sub -contractor, shall not discriminate by reason of
race, religion, color, sex, national origin or ancestry against any citizen of the State
of Indiana who is qualified and available to perform the work to which the
employment relates;
or any sub -contractor shall in no manner d s
2• That Contractor, any sub -contractor, or anycriminate against orhntimi ate anytor
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
S• That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated in
violation of the provisions of the Agreement; and
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4. That this Agreement may be canceled or terminated by the City and all money due
or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION VIII. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party
rights or obligations hereunder without the prior written consent f the otherparty, shall be null and
or
delegate any of its
delegation or assignment, without the prior written consent of the other a p rtY. Any such
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be
binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at an
time by filing with the Agreement a written instrument setting forth such changes si
parties. By executing this Agreement the parties agree that this document supersedes an previous
g gned by both
discussion, negotiation, or conversation relating to the subject matter contained herein. Y p vious
This Agreement may be simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction and venue of the courts of Wayne County, Indiana and
any suit arising out of this Contract must be filed in said courts. The parties specifically agree that
no arbitration or mediation shall be required prior to the commencement of legal proceedings in
said Courts. By executing this Agreement, Contractor is estopped from bringing suit or an other
action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of an Y
Contractor may have to bring such suit in front of other tribunals or in other venues. Y right
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
If any court or tribunal declares any provision of this Agreement unenforceable, all other rovisio
of this Agreement shall remain in full force and effect. p ns
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorneys fees. g or
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if dravoring or disfavoring any party by virtue f the a authorship of any of
drafted jointly by the
burden of proof shall arise fr
the provisions of this Agreement.
Y
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IN WITNESS WHEREOF, the Parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY„
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Sanitation Commissioners
By
President
Date:
APPROVE
Sarah L. Hutton, Mayor
Date: % —
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"CONTRACTOR"
GEOTIVITy, INC
By:
Title:
Date:
ndix A - Sco
of Services
Project Summary
GEOtivity will supply the City of Richmond with event notification equipment,
software and services to monitor sewer discharges to the environment. This
Program will meet EPA and IDEM combined sewer overflow regulations.
Richmond will start with 2 locations and will add 1 additional flow meter to the
Project in order to meet continuing CSO regulations.
On top of supplying Richmond with event notification equipment, GEOtivity will
supply A/V monitoring equipment for permanent and semi -permanent locations in
order to provide Richmond with useable data for calibrating their model.
GEOtivity will provide the following solutions and guarantees:
• 2 CSO monitors.
■ 1 additional CSO monitor to be installed in 120 days.
■ 3 flow monitors in the NW 13 basin to be used as temporary / potable
units.
■ 1 rain gauge.
Replace time consuming manual visual ins
pections at CSO sites.
■ Provide measured time, date, and durations of overflow events o to estimated). (Opposed
■ Provide early warning alarms to prevent dry weather overflows.
• Provide volume of overflow.
A 90% good data population will be gathered from all units associated with
this project.
• On-line project management.
■ No cost overruns once site inspections are complete.
• Initial kick-off meeting and regular monthly meetings to review project and
ensure client satisfaction.
The four and a half year CSO monitoring study and AV monitoring study, which
will include a total of seven flow monitors and one rain gauge. will start in May
2004. The City will initially recommend the locations and GEOtivity will verify all
sites conditions and site configurations during site inspections. Each site will be
numbered by the city's current numbering system or GEOtivity will recommend a
new numbering system.
GEOtivity will program the CSO sites with early warning alarms to be sent when
the flow reaches 80%, unless other wise stated, of the weir wall height or
overflow pipe. Early warning alarms will confirm what sites are about to overflow
and if the event is due to wet or dry weather.
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Once the flow reaches the overflow height, a critical alarm will be sent to confirm
that a wet or dry weather overflow is actually occurring. For both early waming
and critical alarms, messages will be sent to an unlimited number of email
addresses or text message addresses for cell phones or pagers.
Data from the Qtrek heated rain gauge will be used to measure rainfall intensity
and correlate with flow data. This will allow for differentiation between wet and
dry weather overflows and further understanding of how different duration and
intensity storms affect the system.
Project Term and Timelines
The project term is for four and a half years. The project will commence in May
2004, for an amount not to exceed the sum of $70,000 in the fiscal year- 2004.
(see pricing schedule in Appendix B).
This Project will include a Project Kick -Off meeting followed by consecutive
monthly meetings to give clients an update of the project. All key GEOtivity team
members will be present for discussion of data and project results.
Data Reporting and Posting
Data reporting and analysis shall be conducted for each site. During site
installation and site visits, digital records shall be taken of the installation and
manhole conditions. All final data, which will include one depth sensor, one
velocity, and the float switch (if applicable to the site), shall be posted to the
project Website available for graphing and download by the City. The online
reporting module will be available for data reporting facilitating online graphing,
scatter plot analysis, and tabular reporting by project members of all project sites.
GEOtivity shall provide complete data to the City of Richmond every month
through the secured project Website.
CSO Reports
1. GEOtivity shall provide a monthly report, from the previous reporting
period, to the City of Richmond by the 17th of every month that will include:
a) Measured time, date, and durations of overflow events.
b) Volume of overflow events.
c) CD of Tabular data.
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Factory Calibration
1. GEOtivity shall test all flow monitoring equipment in a controlled
environment. This shall include point velocities and average velocity
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Temporary/Portable Reports
1. GEOtivity shall provide a monthly report, signed off by Bonar Group, from
the previous reporting period, to the City of Richmond by the 17`h of every
month that will include:
a) Weekly depth/velocity/rainfall hydrographs
b) Weekly depth/velocity scatter plots
c) CD of tabular data
d) Description of data anomalies
GEOtivity Inc. shall provide complete data to the City of Richmond every month
through scheduled monthly meetings with the GEOtivity Project Manager, and at
the and of the monitoring period via both the customer's Web Interface.
Project Management
Open communication will be conducted through key project members from the
Cy of Richmond and GEOtivity's US East Team. In addition, GEOtivity's local
office will provide field crews. Communication will be conducted primarily through
the assigned Project Engineer, Carlo Rupperi, and the Account Manager, Julia
Foreman; however, open communications with the Regional Manager, Angela
Reid will also exist to facilitate project accountability and ensure client
satisfaction. GEOtivity and the City of Richmond will conduct scheduled project
management meetings (minimum of monthly) to co-ordinate, implement, and
discuss changes, workload, requests, and improvements to be made, etc. Field
management will be facilitated through the GEOtivity's Field Management
System allowing the co-ordination between all stakeholders on a daily basis.
Monitoring Sites
Where a suitable hydraulic condition does not exist at a selected monitoring site,
upstream or downstream manhole(s) shall be considered.
Method of Installation and Removal
Prior to installation, all sites are profiled for general application suitability and
indication of surcharge for monitor placement requirements. Meters are field
calibrated, tested and installed near the top of the manhole with the sensors in
the flow stream_
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of the pipe to the water surface, or actual diameter of the pipe minus the
measurement from the crown of the pipe to the water surface.
5. GEOtivity will field verify each unit if a sensor is changed or if the data
shows that verification is required.
Equipment Specifications
Equipment specifications for all locations will remain standard Qtrek
specifications that will include 2 pressure depth sensors, 1 ultrasonic velocity
sensor, 1 float switch (CSO monitors only), and 1 battery sensor offering
redundancy in level measurement and velocity measurement. Qtrek meters will
record data at 5-minute intervals.
Proposed Safety Program
Field crews are required to fill out site forms such as; Site Arrival, Road Set Up
Permit, Confined Space Permit, Manual Download, Field Verification/Calibration,
Site Plan and Profile Drawing, Site Pictures, and Work Completed Forms.
GEOtivity has strict safety policies and procedures following and exceeding
OSHA standards.
Warranty
GEOtivity guarantees all instruments and accessories manufacture by GEOtivity
to be free from defects in workmanship and materials for a period of 1 year from
the date of shipment from the GEOtivity manufacturing facility excluding the
following. Extended warranty packages are also available.
No warranty is provided for the following:
• Expendable or consumable items.
■ Batteries and or power packs. These items carry P'
period covering 5 months from date of installation or, depending on model
from the date of shipment. If these items fail within the stipulated time
frame the warranty will apply to the unused period of time only and a credit
note applicable for this unused period of time will be applied against the
purchase of a new or replacement part only. The warranty is void on this or
any part if the unit is subject to conditions outside of those recommended
by the manufacturer or subject to excessive use.
The warranty is offered on the original purchased equipment only; it is void if
persons other than GEOtivity technicians or other authorized personnel have
damaged the instrument or equipment through mishandling, alteration, or repair,
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vandalism or theft. In the event that in the opinion of GEOtivity, damage is
attributed to customer actions, all costs for repair will be borne by the customer.
This warranty is limited to the repair or replacement of parts only. In no case shall
GEOtivity's liability exceed the purchase price of the product. GEOtivity is not
responsible for consequential damages or costs incurred by others due to delay
in delivery, in repair or service, or in failure of the product. GEOtivity disclaims all
other warranties, whether express, implied or statutory, including merchantability
or fitness for use in any particular application.
During the Warranty period, GEOtivity will at its sole discretion, replace, repair, or
furnish a refund for any product purchased by the buyer which has a defect in
material or workmanship, provided the product is returned to GEOtivity with
GEOtivity's prior permission and return authorization number and provided that
the product has not been misused (including electrostatic discharge), improperly
installed, or subject to unauthorized repairs or modifications. Normal calibration is
not covered by warranty.
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Appendix B - Cost
The City of Richmond has identified their needs as follows:
1. 3 CSO monitors to be installed immediately.
2. 1 additional CSO monitor to be installed in 60 days.
3. 3 AN monitors in the NW 13 basin immediately.
4. Z rain gauges immediately.
GEOtivity understands that the temporary/portable meters may need to be
relocated for time to time. Therefore, services will be invoiced as performed and
may not be exactly shown in this schedule.
Each removal and re -installation will be billed at $600.00 dollars. Such
data processing for sites installed less then
relocations must be scheduled with routine maintenance. Field services and
one month shall be billed at 200
dollars per week_ The minimum temporary monitoring period is two 2 weeks_
In the case of monitoring a site less then two months, using wireless equipment
will be at GEOtivity discretion due to the additional costs and time incurred by
GEOtivity to set up wireless locations. Where sites are non -wireless, GEOtivity
will down load at a minimum of every two weeks.
GEOtivity will not be able to guarantee wireless coverage at all temporary sites.
In this event, manual downloads will be preformed.
At the end of the 2004 fiscal year, any funds remaining in the $70,000 dollar
budget shall be applied to the outstanding equipment costs.
Below are the total equipment costs.
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TOTAL EQUIPMENT COSTS
Qtrek Platform
Includes:
' Velocity Sensor
' Two Depth Sensors
' Float Switch
' Wireless Modem
' Mounting Hardware
" Battery Pack
6
$
8,800.00
Trade-ln Credit
_
5
(2,500.00)
4trek Installation
6
_$
$
900.00
Qtrek Rain Gauge
1
$
3,100.00
Rain Gauge Installation
1
$
500.00
Shippin
7
$
40.00
Public Notification
-'
' 10 hours of
Programming
S stem test
10
$
90,00
52, 800.00
12,500.00
5,400.00
3,100.00
500.00
280.00
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0 T I V I TY
Factory Calibration
1 _ GFOtivity shall test all flow monitoring equipment in a controlled
environment. This shall include point velocities and average velocity
measurements for velocity sensors and depth measurements for all depth
Probes, including average depth.
2. GEOtivity velocity sensors shall be tested to operate within +/-2% of true
values using factory -controlled measurements.
3. GEOtivity depth sensors shall be tested to operate to a minimum of
surcharge -to ground depth at the location where the unit shall be placed.
Accuracy of the depth reading shall be within +/-2% of true values using
factory -controlled measurements.
Field Calibration
I. All flow monitoring units shall be field -verified for accuracy and
consistency upon the time of installation by GEOtivity. This shall include
depth and velocity readings_ Also, GEOtivity shall confirm field -
verifications 3 days after install and initial verifications_
2. GEOtivity shall measure average velocity by employing an independent
and instantaneous point source probe, and using this probe to calculate
average velocity based on either the following:
A. Average Mode Method - The velocity
ly
moved throughout the area of the flow in
a manner that shall be eunifo uniformly
samples the entire cross section, with the velocity meter in average
mode_ The average shall be considered the average flow velocity
for this technique. This method shall be repeated a minimum of five
times, or until repeatability is achieved.
B• The Average Velocity - As measured by the flow -monitoring unit,
the average velocity shall be within 5% of the actual field
measurement of the average velocity. If monitoring unit and field
measurements are not within 5%, sensors will be recalibrated or
replaced.
3• Depth probes shall be tested as required throughout the monitoring period
at each site.
4. Field depth readings shall be the average of three readings taken
manually by either of the following methods_ Measurement from the invert
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July 08, 2004
Addendum to the Professional Service Agreement Between the Ci
Richmond and GEOtivity, Inc. for Flow Monitoring tY of
1 • Upon Termination for any cause. Upon termination the equipment shall remain
the property of the City as the equipment has been purchased up front. If for an
reason the equipment has not been full paid for, the City will be required to pay, in
full, the remaining equipment costs within thirty (30) days after the agreed
termination date.
2. Force Majeure. In the event that either party is unable to perform any of its
obligations under this Agreement — or to enjoy any of its benefits — because of
natural disaster or decrees of governmental bodies not the fault of the affected
party (hereinafter referred to as Force Majeure Event), the party who has been so
affected shall immediately give notice to the other and shall take commercially
reasonable actions to resume performance. Upon receipt of such notice, all
obligations under this Agreement shall be immediately suspended except for
payment obligations with respect to service alreadyperiod of non-
performance exceeds sixty (60) days from the receipt of he Force Majeure Event
the party whose ability to perform has not been so affected ma b
notice, terminate this Agreement. Y, y giving written
IN WITNESS OF WHEREOF, the parties hereto have executed this addendum on the
dates subscribed below.
City of Richmond
Authorized by,
2004.
By:
, President Date:
By: ?
Sar L. Hutton, Mayor Date: O
a
GEOtivity, Inc.
Graham Illingworth, Date: 4 � 1
Chief Executive Officer