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
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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--