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HomeMy Public PortalAbout057-2015 - Sanitary - Wastewater Solutions Inc - Waste process and biosolids auditPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this 30"day of L— , 2015 and referred to as Contract No. 57-2015, by and betwen th ee City of Aichmond, Indiana, a municipal corporation acting by and through its Board of Sanitary Commissioners (hereinafter referred to as the "City") and Wastewater Solutions, Inc., 3514 NW McKinley Drive, Corvallis, Oregon 97330 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide professional wastewater process optimization/ biosolids audit services for the Richmond Sanitary District. The Proposal of Contractor is attached hereto as Exhibit "A," which Exhibit is dated April 14, 2015, consists of five (5) pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor shall perform the work and provide the services described on Exhibit "A" Scope of Services Tasks 1.0 through 7.0. 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 performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance and/or warranties; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2);and 3. A purchase order has been issued by the Purchasing Department. SECTION II. 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 fees as set forth in Exhibit "A" in a total lump sum amount of Sixty - Two Thousand Dollars and Zero Cents ($62,000.00) for services for Tasks 1-6, and on as "as - directed" time and materials basis, based on rates set forth in Exhibit "A," not to exceed Fifteen Thousand Dollars and Zero Cents ($15,000.00) for services for Task 7, for a total sum not to exceed Seventy -Seven Thousand Dollars and Zero Cents ($77,000.00) for the complete and satisfactory performance of the work required hereunder. Contract No. 57-2015 Page 1 of 6 m SECTION IV. TERM OF AGREEMENT This Agreement shall become effective when signed by all parties and shall continue in effect until the completion of the project. The contract period is sixteen (16) months from Notice to Proceed. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason, of the Contractor to fulfill in a timely manner and/or competent manner its obligations under this Agreement, b. submission by the Contractor to the City of reports that are incorrect or incomplete in any material respect; c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make prorated payment for all work performed prior to -the date this Agreement is terminated, but shall be relieved of any other responsibility herein. This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial tenmination, the portion to be terminated. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of 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 City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coveraze Limits A. Worker's Compensation & Statutory Disability Requirements B. Employer's Liability $100,000 Page 2 of 6 C. Comprehensive General Liability Section 1. Bodily Injury Section 2. Property Damage D. Comprehensive Auto Liability Section 1. Bodily Injury Section 2. Property Damage E. Comprehensive Umbrella Liability $1,000,000 each occurrence $2,000,000 aggregate $1,000,000 each occurrence $1,000,000 each person $1,000,000 each occurrence $1,000,000 each occurrence $1,000,000 each occurrence $2,000,000 each aggregate F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence $2,000,000 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 comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. Page 3 of 6 SECTION VIII. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22- 16.5. In thb event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION IX. PRO141BITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting 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 any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. 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; That Contractor, any sub -contractor, or any person action on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; 3. 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 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. Page 4 of 6 SECTION X. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION XI. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. Any such delegation or assignment, without the prior written consent of the other party, shall be null and 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 any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. By executing this Agreement the parties agree that this document supersedes any previous discussion, negotiation, or conversation relating to the subject matter contained herein. 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 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 any 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 any right Contractor may have to bring such suit in front of other tribunals or in other venues. 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. In the event of any breach of this Agreement by Contractor, and in addition to any other damages or 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 attorney's fees. 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 drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Page 5 of 6 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 Sanitary Commissioners 0147 By: ue Miller, President Gil Klose, Vice President A�41 G g gtiQ Member Date: �IZa� IS APPROVED`� XX4g Sarah L. Hutton, Mayor Date: "CONTRACTOR" WASTEWATER SOLUTIONS, INC. ByL:�k. 2A��e�' ~ Printed name(, 5 1 C ) Title: (t e-5( d e 61, Date: Z`J G 2�0 f Page 6 of 6 3514 NW McKinley Drive Corvallis, Oregon 97330 WS1 (541) 738-1303 Wastewater Solutions, Inc. LETTER AGREEMENT April 14, 2015 Elijah Welch District Engineer City of Richmond Department of Sanitation 2380 Liberty Avenue Richmond, IN 47374 Reference #: 2015-04-13 Subject: Wastewater ProcessBiosolids Audit Dear Elijah: Wastewater Solutions, Inc. is pleased to present this proposal for the Richmond Wastewater Sanitary District/City. It is in a format that of a letter agreement which can be signed as an agreement between Wastewater Solutions, Inc. (WSI) and the Richmond Wastewater Sanitary District/City, hereinafter referred to as "Client." A Process OptimizationBiosolids audit from WSI takes a somewhat unique. We focus on finding process changes that not only improve plant performance, but also reduce biosolids production, energy, and chemical. The audits have also resulted in gained treatment capacity in both the liquid and solids handling. Process changes enable facilities to enhance, improve, and reduce — utilizing and freeing capacity — getting results without large capital expense and construction. WSI was able to help Lafayette, IN make process changes that resulted in annual savings of $536,000 WITHOUT them spending a dime in capital. They cut electricity by 25% and natural gas by 55%, improved BOD and ammonia removal, gained capacity in the digesters, and reduced biosolids leaving the plant by 6.5 MG per year. Since doing the audit at Lafayette, WSI team members have successfully done more than 25 additional audits across the country. Each audit has been very successful. 1 WSI- 2015 EXHIBIT A PAGE _J__OE� The utility has requested that training be done following the project recommendation technical memo. The training would be done to solicit input on the recommendations, instruct on process changes and expected results, vet staff concerns, and ensure staff are informed and engaged in the changes. Based on the conversations we have had you and your management staff, WSI proposes the following scope of services. SCOPE OF SERVICES Process/Biosolids Audit Tasks A Process/Biosolids Audit involves the review and evaluation of the utility's processes, equipment, and procedures associated with the Richmond WWTP. The evaluation and optimization process will consist of both off -site review of data and on -site evaluations and workshop. Utilizing the plant staff s considerable knowledge and expertise, coupled with our team's skills gleaned from hundreds of plants across the country, we will help the utility take the proactive steps necessary to improve treatment facility performance, consistency, and reduce O&M costs. The audit does not include the collection system. The specific Scope of Services to be performed by the consultant under this Agreement is: Task 1.0 Collection and Review of Data 1.1 Collect and evaluate data. Evaluate changes in operational parameters that might be beneficial to plant performance and/or reduced operational cost. Information needed to conduct the audit includes the following: • 12 months of electrical bills • 12 months of natural gas bills • 12 months of plant operating data (in excel if available) • Schematic of entire plant(s) layout • Process drawings of the plants (P&IDs) • Sludge (biosolids) hauling or disposal costs • Pertinent financial / budget information • General staffing information/organizational chart • NPDES permits • Equipment list (from maintenance program — if available, or a list of major equipment capacity, HP, average hours operated, etc...) 2 WSI- 2015 EXHIBITf PAGE —,LGE_ Task 2.0 Onsite Evaluation of Equipment and Processes (Estimate 1-2 days for Task 2) 2.1 Tour Treatment Plant — provide field audit 2.2 Meet with plant management to discuss process operation, procedures, SOPs, etc... 2.3 Evaluate potential savings in: • Biosolids Mass and Volume • Energy • Capacity Enhancement • Chemical Use • Labor Savings • Improved operations/plant performance Task 3.0 Process/Biosolids Audit Workshop (Estimate 2 days for Audit Workshop) 3.1 Conduct Workshop with plant staff to discuss evaluation and findings (the Workshop will be between 1.5-2 days). Task 4.0 Formulate Recommendations and Produce a Technical Memo 4.1 Develop a Technical Memo Report. The Tech Memo will summarize findings and recommendations as well as quantify savings and process improvements where possible. a. The Tech Memo shall include specific process change recommendations geared toward improved operation, reduced biosolids production and disposal. b. The Tech Memo shall also include a "Plan B" recommendation focused on year-round solids disposal options. 4.2 Review the Tech Memo with the Owner and plant staff. Following Owner's review, incorporate comments and revise Tech Memo as necessary. 4.3 Submit the Final Technical Memo Report to the Owner. Task 5.0 Staff Training (One day / 7 hour session) 5.1 Develop and deliver training to utility staff — providing an overview and details of the recommendations, goals, the process ramifications, monitoring and control needs, and record -keeping needs. 3 _ WSI- 2015 EXHIBIT __A__ WAGE _,3_ QE— Task 6.0. Short-term Implementation Assistance 6.1 Provide up to 44 hours of offsite implementation assistance and advice. Services include, but are not limited to, data review and phone support over a 180 day period following submittal of the Task 4 technical memo. Long-term Implementation and Optimization Assistance The long-term implementation and optimization task is intended to allow staff a mechanism for support following the process energy audit and training tasks (Tasks 1-6). This task will be as directed by the utility and billed hourly at agreed upon rates. Task 7.0 Provide Long-term Implementation and Optimization Assistance 7.1 Provide Implementation assistance and refinement, savings enumeration and documentation as directed by plant management over the course of 365 days following contract initiation. Possible areas of assistance include: • Telephone support • Data review • Site visits • Year-end summary technical memo • Other duties as assigned CONTRACT DATES The dates for the onsite optimization will be mutually agreed upon. The contract period is sixteen (16) months from Notice to Proceed. 4 WSI- 2015 EXHIBIT __L PAGE E0 5 . r c « BASIS OF COMPENSATION Fee for Tasks 1-6 Services for Tasks 1-6 above shall compensated as a total lump sum amount of $62,000. WSI will invoice monthly based on percent complete. The lump sum compensation includes all preparation and travel time, labor, materials, and all other direct costs. Fee for Task 7 Services for Task 7 — Long-term Implementation Assistance is an "as -directed" task. WSI will perform these or other tasks only as directed by utility management. WSI will invoice for this task on a Time and Materials basis based on the following rates: • Brad Musick: $200/hour • Tim Healey: $155/hour • Other expertise as needed: $200/hr. • Direct Costs: All direct costs will be passed through at actual cost, without markup. Services for Task 7 shall not exceed $15,000 without a written amendment to this agreement. This time and materials task is not part of the lump sum cost for Tasks 1-6. ACCEPTANCE To accept this proposal, please sign and date two copies and return one copy to Wastewater Solutions, Inc. We look forward to the opportunity to perform the work for you. Respectfully, WASTEWATER SOLUTIONS, INC I CITY OF RICHMOND Electronic signature #15-327) Brad Musick President Wastewater Solutions, Inc. EIN: 83-0351175 Printed Name Title Signature _ Date WSI- 2015 EXHIBIT PAGE oil✓-.S--