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HomeMy Public PortalAboutExhibit MSD 24D1 Black & Veatch 7-11-11 Contract Work PapersExhibit MSD 24D1 SOLE SOURCE JUSTIFICATION This form must be attached to any requisition having an estimated value in excess of $1,000.00 if the procurement is to be sole source. If the estimated amount of the procurement is in excess of $25,000.00 the Director of Finance in accordance with Section 14 of the current Purchasing Ordinance must approve the request. It is essential that the requestor provide sufficient documentation to allow the Director of Finance to make a decision. TO: Purchasing Manager Suggested Vendor: Black & Veatch Corporation Purchase Requisition No.: 107283 Date of Requisition: June 23, 2011 Estimated Amount of requisition: $33,000.00 The requisition is for a part or component for an existing item can only be procured from the original manufacturer or his authorized regional representative. (Section 14 (a)) (Documentation from the manufacturer must be on file in the Purchasing Division to support this justification.) The referenced requisition is for technical services in connection with the assembly, installation, or servicing of equipment of a highly technical or specialized nature.(Section 14(b)) The requisition supplies, equipment, and or services to test a product (Section 14 (c)) (Requestor must attach an explanation as to what the test is to established) The requisition is for the services of a recognized expert (Section 14 (c)) (The requestor must attach an explanation as to why the individual is a recognized expert). Other (Section 14 (c)) (Requestor must attach documentation as to why the procurement is in the best interest of the District) REQUISITIONER: Janice M. Zimmerman APPROVALS 2�f/i Department Director: Date: Purchasing Manager: Date: Director of Finance: Date Black & Vetch is the developer of the comprehensive Rate Model software used by the District to analyze and develop rate strategies. This software is highly customized for District use and is not supported by any other vendor, MSD-PUR.Form-1 5/1/96 Black & Veatch Rate Commission Contract 6/23/2011 9:54 Current Ordinance Parameters: Not to Exceed $150,00 for Fiscal Year FY11 Total Contract $ 150,000 Less: YTD Expense (149,115) Remaining Contract availability $ 885 Expenses Expenses to date ,0 of Contract $$$ Model Reconstruction: 58% $ 86,487 EPA CIRP Detail Data Compliance Charge conversion to 5 Tier SW Subdistricts Tax / Interfund Allocation Additional Reporting Formats Elimination of SW Impervious Fee Multiple Scenarios due to: 27% 40,261 Monthly Bill Increase scenarios - test various % targets CIRP Assumptions to parallel EPA Debt / Cash Balance Bond Rate Agency Preparation - Cash Balance generation FY11 Budget Revisions FY12 Budget Input Development of 100% PAYGO Alternative Rate Proposal Document Preparation 12% 17,894 Direct Testimony / Discovery Requests 3% 4,473 TOTAL 100% $ 149,115 Additional needed to complete Rate Commission Process: $ 30,000 Remaining Discovery Responses Rebuttal & Surrebuttal Preparation Alternative Scenarios in response to Intervener Proposals Technical Conference participation 10% Contingency 3,000 Total Additional Contract $ 33,000 Funding Source: Available FY11 Finance Admin Professional Services Budget $ (10,000) Available FY11 Purchasing Postage Budget (23,000) Total Funding $ (33,000) Contract Vehicle: SOLE SOURCE ORDINANCE NO. 13092 AN ORDINANCE, authorizing the Executive Director and Secretary -Treasurer on behalf of The Metropolitan St. Louis Sewer District to enter into a contract with Black & Veatch Corporation (B&V), whereby Black & Veatch Corporation (B&V) will provide rate design development, rate report preparation and expert testimony services required during anticipated future Rate Commission proceedings. BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT: Section One: The Executive Director and Secretary -Treasurer are hereby authorized on behalf of The Metropolitan St. Louis Sewer District to enter into a contract with Black & Veatch Corporation (B&V), whereby Black & Veatch Corporation (B&V) will provide rate design development, rate report preparation and expert testimony services required during anticipated future Rate Commission proceedings. Section Two: The contract authorized in Section One of this ordinance shall provide for a fee not to exceed One Hundred Fifty Thousand Dollars ($150,000), for fiscal year 2011 and shall be comprised of such other terms and conditions as are approved by the Office of the General Counsel of the District. The foregoing Ordinance was adopted June 10, 2010. Page xx of AGENDA ITEM NUMBER: NAME OF PROJECT: District Rate Modeling & Expert Testimony LOCATION: Finance TYPE OF PROJECT: Professional Services DEPARTMENT REQUESTING ACTION: Finance REQUESTED ACTION: Why is this action necessary?: To execute a contract agreement for professional services with Black & Veatch Corporation What does action accomplish?: This action provides the District rate design development and expert testimony required during the District's anticipated FY11 Rate Commission deliberations. SUMMARY EXPLANATION/BACKGROUND: Contractor: Black & Veatch Corporation 11401 Lamar Avenue Overland Park Kansas 66211 Previous District Contract: Yes Consultant: N/A Agency: N/A Number of bidders: N/A Low Bid: N/A High Bid: N/A Appropriation Amount: $150,000 District's Estimate: N/A MBE/WBE Participation: N/A Plan Approval Date: N/A Type of Contract: Professional - Sole Source Properties Affected; N/A Properties Benefiting: N/A Designed by: N/A FUNDING/COST SUMMARY: Budgeted: Finance Division Budget Budget Year: FYI Amount: $150,000 Fund Name: General Fund Additional Comments: Black & Veatch (B&V) is the developer of the comprehensive Rate model software used by the District to develop it Rate Strategies and Rate Change Submittals. This software is highly customized for District use and support by any other vendor is unavailable. B & V would also provide expert testimony for the District during anticipated Rate Commission Deliberations. PREVIOUS BOARD ACTION RELATED TO THIS ACTION: 02/14/2008 Ordinance No. 12595 - Amount: $50,000, Rate Model Support and Expert Testimony 11/10/2004 Ordinance No. 11896 - Amount: $20,000, Support and Review for District's Rate Model 01/08/2004 Ordinance No, 11670 - Amount: $30,000, Reconstruct District Rate Model Page 1 of 1 Janice Fenton From: Jan Zimmerman Sent: Monday, June 27, 2011 11:15 AM To: Janice Fenton Subject: FW: Signed Contract Attachments: Metropolitan St. Louis Sewer District, CSA and Exhibit A - 06.01.2011.pdf HC Janice M. Zimmerman Director of Finance Metropolitan St. Louis Sewer District 2350 Market Street St. Louis, Missouri 63103 314-768-6299 From: Barber, Keith D. [mailto:barberkd@BV.COM] Sent: Friday, June 24, 2011 4:03 PM To: Jan Zimmerman Subject: Signed Contract The attached contract went through legal much quicker than I thought it would. Attached is the signed contract with the revisions previously noted. Please counter sign and send an electronic copy or hard copy back to me. Thanks, have a great weekend. KEITH D. BARBER, MSCE, P.E.* 1 Principal, B&V Management Consulting Black & Veatch 1 11401 Lamar Avenue, Overland Park, KS 66211-1508 +1913-458-3675 P I +1913-458-3817 F I +1913-626-4985 nn 1 BarberKD@BV.com *Licensed in Missouri Building a World of Difference.. Please consider the environment before printing my email Please note that the information and attachments in this email are intended for the exclusive use of the addressee and may contain confidential or privileged information. If you are not the intended recipient, please do not forward, copy or print the message or its attachments. Notify me at the above address, and delete this message and any attachments. Thank you. CONSULTING SERVICES AGREEMENT This Agreement (Agreement), effective June 1, 2011, is by and between the METROPOLITAN ST. LOUIS SEWER DISTRICT (CLIENT) and BLACK & VEATCH CORPORATION (CONSULTANT). CONSULTANT shall perform the Scope of Services (Services) set forth in Exhibit A --Scope of Services and CLIENT shall pay CONSULTANT in accordance with the compensation provisions set forth in Exhibit A. 1. CONSULTANT warrants that it shall perform the Services in accordance with the standards of care and diligence normally practiced by recognized consulting firms in performing services of a similar nature. No other warranty, express or implied, is included in this Agreement or in any drawing, specification, report, or opinion produced pursuant to this Agreement. 2. CONSULTANT shall maintain in force, during the period that Services are performed, workers' compensation insurance in accordance with the laws of the states having jurisdiction over CONSULTANTs employees who are engaged in the Services and employer's liability insurance with a limit of $150,000 each occurrence and in the aggregate; automobile liability insurance with combined single limit of $1,000,000. 3. CONSULTANT shall maintain in force for the duration of this Agreement errors and omissions liability insurance appropriate to the CONSULTANT's profession. Coverage as required in this Article shall apply to liability for professional error, act or omission arising out of scope of the CONSULTANT's services as defined in this Agreement. Coverage shall be written subject to limits of $1,000,000 per occurrence and in the aggregate. The insurance coverage under such certificates shall be retroactive to the later of the date of this Agreement or the commencement of the CONSULTANT's work on the Project, and CONSULTANT shall cause the same to remain in effect for period of two (2) years after final acceptance of the Project by the District, (hereinafter referred to as the Insurance Period). 4. CONSULTANT shall maintain commercial general liability (CGL) with a limit of $2,000,000 each occurrence and in the aggregate for a duration of the Agreement, CGL insurance shall be written on ISO occurrence form CG 00 01 10 01 (or substitute form providing equivalent coverage) and shall cover liability arising from premise, operations, independent contractors products -completed operations, personal injury and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). The District shall be endorsed on the policy as additional insured 5. CONSULTANT shall indemnify CLIENT against any and all claims, demands and causes of action for bodily injury to or death of persons or for damage to or destruction of third -party property resulting solely from any and all negligent physical acts of CONSULTANT while at CLIENTs facility. CLIENT and CONSULTANT hereby waive all claims for property damage against the other, however such damage may be caused, including without limitation the negligence or fault of the other party, and shall require their insurers to waive subrogation rights against the other party under any applicable policy of property insurance_ 6. In performance of the Services, it is understood that CONSULTANT may be supplied with certain information and/or data by CLIENT and/or others, and that CONSULTANT will rely on such information. It is agreed that the accuracy of such information is not within CONSULTANTs control and CONSULTANT shall not be liable for its accuracy, nor for its verification, except to the extent that such verification is expressly a part of CONSULTANTS Scope of Services. 7. CONSULTANT shall retain its rights in its standard drawing details, designs, specifications, databases, computer software, models and any other proprietary property. Rights to intellectual property developed, utilized, or modified in the performance of the Services shall remain the property of the CONSULTANT with the specific exception of any rate reports, rate model data output, written testimonies, all non-proprietary materials or CONSULTANT intellectual property required by the Rate Commission and any other non-proprietary or CONSULTANT intellectual property deliverables as required by the CLIENT. At all times, each party shall retain all of its rights in its drawing details, designs, specifications, databases, models, computer software, copyrights, trade and service marks, patents, trade secrets, and any other proprietary property. 8 CLIENT may, with or without cause, terminate the Services at any time upon ten working days written notice to CONSULTANT, In such case, CONSULTANT shall be paid costs incurred and fees earned to the date of termination and through demobilization and neither party shall be entitled to any other compensation or damages from the other, 9. CLIENT may audit and inspect CONSULTANTs records and accounts covering reimbursable costs for aperiod of 3 years following the completion of CONSULTANTS Services. The purpose of any such audit shall be only for verification of such costs. CONSULTANT shall not be required to keep records of or provide access to those of its costs expressed as fixed rates, a lump sum, or as a percentage of other costs. 10. CONSULTANTs opinions, estimates, projections, and forecasts of current and future costs, revenues, other levels of any sort, and events shall be made on the basis of available information and CONSULTANTS expertise and qualifications as a professional. CONSULTANT does not warrant or guarantee that its opinions, estimates, projections or forecasts of current and future levels and events will not vary from CLIENTs estimates or forecasts or from actual outcomes. 11. The parties agree to look solely to each other with respect to performance of this Agreement. CONSULTANT may subcontract portions of the Services to its successor, related or affiliated entities with the written approval of CLIENT. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than CLIENT and CONSULTANT. Except for CLIENTS obligation to make payments, neither party shall be in default hereunder to the extent such default is caused by a cause or circumstance beyond such party's reasonable control. 12. Neither party shall be liable to the other party for loss of profits or revenue; loss of use; loss of opportunity; loss of goodwill; cost of substitute facilities, goods or services; cost of capital; cost of replacement power, governmental and regulatory sanotions; and claims of customers for such damages; or for any special, consequential, incidental, indirect or exemplary damages whether a claim for any such loss arises out of breach of contract, warranty, tort (including negligence), strict liability, indemnity, or another theory. CONSULTANT's total aggregate liability under this Agreement for any reason whatsoever shall not exceed the compensation received by CONSULTANT under this Agreement, and CLIENT, to such extent as may be permitted by law, agrees to release, defend, indemnify, and hold CONSULTANT harmless from and against any and all further liability in excess thereof arising in any manner from the Services. In the event such provision is determined to exceed the maximum scope allowed by law, said provision shall be interpreted and enforced so as to preserve the indemnity, release or limitation to the maximum extent allowable. The warranties, obligations, liabilities and remedies of the parties, as provided herein, are exclusive and in lieu of any others available at law, equity or otherwise. Indemnifications against, releases from, and limitations of liability and waivers of subrogation shall apply notwithstanding the fault, negligence (whether active, passive, joint or concurrent), strict liability or other theory of legal liability of the party indemnified, released or whose liability is limited and shall be effective to, and only to, the maximum extent allowable by law. This Agreement and the attached Exhibit constitute the entire Agreement. No other representations of any kind, oral or otherwise, shall have any effect. This Agreement shall be govemed by the laws of the state of Missouri, without giving effect to the principles thereof relating to conflicts of law. IN WITNESS WHEREOF, Client and Consultant have signed this Agreement. METROPOLITAN ST. LOUIS SEWER DISTRICT BLACK &VEATCH CORPORATION By..,iiAlormAgL 6Q . id1a s Jeffrey L. Theerman Thomas R Peterson Executive Director Vice President, EMS Date Date 06/24/2011 *Approved by Legal(Grimaldi) 06/24/2011. ATTEST: 08 Approved by PM(Barber) 06/24/2011. By Karl J. Tyminski Secretary -Treasurer Approved as to Legal Form Office of General Counsel Susan M. Myers General Counsel I certify that this expenditure is within the appropriation to which it is to be charged, and that there is an unencumbered balance in the appropriation sufficient to pay this obligation or so much of it as may be payable during the current fiscal year. Janice M. Zimmerman Director of Finance Date EXHIBIT A CONSULTING SERVICES AGREEMENT Dated June 1, 2011 Between METROPOLITAN ST. LOUIS SEWER DISTRICT ("Client") And BLACK & VEATCH CORPORATION ("Consultant") A. Scope of Services — Consultant will provide expert witness testimony and support services required during anticipated 2011/2012 Rate Commission proceedings. B. Terr — The term of this Agreement shall be for seven (7) months commencing on June 1, 2011 and terminating on December 31, 2011. C. Compensation— Client will pay, and Consultant will accept compensation for services provided based on the following fee basis: Compensation for the Services provided by this Agreement shall be at the billing rates specified below plus direct expenses at out -of pocket costs. Direct expenses include materials and support services costs and travel expenses. Materials and support services costs include such items as computer time, long distance telephone charges, postage, report reproduction costs and other miscellaneous direct costs. Direct expenses shall be itemized on invoices submitted to Client for payment. Supporting documentation for direct expenses shall be made available to Client for verification at Client's request. The maximum amount payable to the Consultant for services provided by this Agreement shall not exceed thirty three thousand dollars ($33,000) without further Client authorization Senior Vice President $325/hour Vice President (Principal -in -Charge) $305/hour Director $275/hour Principal (Project Manager) $240/hour Manager $205/hour Consultant $170/hour Senior Analyst $140/hour Analyst $110/hour Clericai/Administrative Support $ 80/hour D. Method of Payment - Payments to be made to Consultant under this Agreement shall be electronically transferred either by ACH, specifically in CCD+ or CTX format, or wire transfer to the bank account and in accordance with the bank instructions identified in Consultant's most recent invoice in immediately available funds no later than the payment due date. Invoice number and project name shall be referenced in the bank wire reference fields or the ACH addenda information. Client Responsibilities — Client shall furnish, as required by the work and not at the expense of the Consultant, the following items. I . Make available to the Consultant all records, reports, maps, and other data pertinent to the provision of the Services required under this Contract. 2. Examine all analyses, reports and other documents submitted by Consultant for Client review and render decisions promptly to prevent delay to the Consultant. 3. Designate one person as the Client representative (Project Manager) with respect to all Services to be rendered under this Contract. This individual shall have authority to transmit instructions, receive information and to interpret and define the Client's policies and decisions pertinent to the Consultant's services. IN WITNESS WILEREOF, the parties have executed this Exhibit A on the date(s) indicated below. METROPOLITAN ST. LOUIS SEWER DISTRICT BLACK & VEATCH CORPORATION By: Jeffrey L. Theerman Executive Director By: Thomas R Peterson Vice President, EMS Date: Date: 06/24/2011 *Approved by Legal(Grimaldi) 06/24/2011. XPBApproved by PM(Barber) 06/24/2011.