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HomeMy WebLinkAboutConsultant Services Augusta Richmond GA DOCUMENT NAME: c...t{l~lJ\tOnt sex\.) \Ces DOCUMENT TYPE: 08 '(.eeroent YEAR: ~\ BOX NUMBER: dd FILE NUMBER: \1 d'L\l\ NUMBER OF PAGES: \d .' STATE OF GEORGIA AUGUSTA-RICHMOND COUNTY GENERAL CONSULTANT SERVICES AGREEMENT BETWEEN AUGUSTA, GEORGIA (C ITY) AND CONSULTANT CONSULTANT: Quest Engineers, Inc. PROJECT: Operations Management International, Inc. (OMI) WPCP Contract Operations Agreement Performance Audit - RFQ Item 04-059 DATE EXCECUTED: DATE COMPLETED: Revision Dale: February 7, 2001 .' AUGUSTA, GEORGIA (CITY) STANDARD AGREEMENT FOR GENERAL PROFESSIONAL SERVICES TO BE FURNISHED TO THE AUGUSTA UTILITIES DEPARTMENT CITY'S ADDRESS: AUGUSTA UTILITIES DEPARTMENT 360 Bay Street, Suite 180 Augusta, GA 30901 PROJECT NAME CONSULTANT aMI WPCP Contract 0 Quest En ineers, Inc. CONSULTANT'S ADDRESS: 2517 Sir Barton Way Lexington, KY 40509 CITY and CONSULTANT have agreed that CONSULTANT will perform the following Scope of Service, which are part of the PROJECT identified above. The Scope of Service covered by this AGREEMENT will be performed in accordance with the Provisions included within this form and any attachments or schedules. This AGREEMENT supersedes all prior agreements and understandings and may only be changed by written amendment executed by both parties. CONSULTANT will proceed with Sco e of Service followin 0 en recei t of Notice to Proceed. Scope Of Services: See Attachment NO.1 Compensation: Based u on "CONSULTANT SERVICES" Attached hereto the com ensation will be: Lum sum fee of $32,000 broken down b task in Attachment NO.2. Other Terms: Time Frame - Com letion shall be u to 8 weeks from Notice to Proceed from the Cit Attachment No.3, but no later than June 1, 2004. The following attachments are hereby made a part of this AGREEMENT: Attachment No.1 - Scope of Services Attachment NO.2 - Consultant Services Fee Breakdown By Task Attachment NO.3 - Completion Schedule 2 Revision Dale: February 7, 2001 I N WITNESS WHEREOF, said parties have hereunto set their seals the day and year written below: BY: AUGUSTA, GEORGIA (CITY) ~~ ::INTEDN~tzS CONSULTANT: Quest E PRINTED NAME: TITLE: MAYOR TITLE: Vice President DATE: May 6, 2004 ATTEST CLERK: c>><;.~~~~~\i-~,,, -- ~ (' .~ 0' ~ Q..e.... "0" o~ ~o.. ff c.," "... "00 (-:~., ~ r-:? .~ o~.. 1. ~.A "". ,p.l ~ ~~ p ..,,- .. # &e...... ~ ~, GEORG\:;; \""~'-e..~ DATE: Copy To: ;..~ DIRECTOR~~"- AUGUSTA UTILITIES DEPARTMENT 360 Bay Street, Suite 180 Augusta, GA 30901 3 Revision Dale: February 7, 2001 .... GENERAL PROVISIONS ARTICLE 1. TERMS OF PAYMENT 1.1 Invoicing CONSULTANT may submit invoices to CITY for progress payments not more than once each month. Such invoices will represent the value of the completed Scope of Services and will be prepared in a form and supported by documentation as CITY may reasonably require. Invoices will be reviewed and approved by PROGRAM MANAGER before submittal to CITY. 1.2 Final Payment Upon completion of the Scope of Services CONSULTANT will notify CITY, in writing, that the Scope of Services is complete and that final payment is due, if the Scope of Services has been completed in accordance with this AGREEMENT. The final invoice to the CITY shall be clearly noted as "Final Invoice." 1.3 Liens CONSULTANT will promptly pay for all services, labor, materials, and equipment used or employed by CONSULTANT in the Scope of Services and will maintain all materials, equipment, structures, buildings, and premises free and clear of mechanic's or other liens. CONSULTANT will, upon completion of the Scope of Services and before final payment is due, furnish CITY with reasonable evidence that all services, labor, materials, and equipment have been paid in full. ARTICLE 2. OBLIGATIONS OF CONSULTANT 2.1 Independent Contractor CONSULTANT is an independent contractor and will maintain complete control of and responsibility for its employees, subcontractors, and agents. CONSULTANT shall also be solely responsible for the means and methods for carrying out the Scope of Services and for the safety of its employees. 2.2 Lower Tier Subcontractors 2.2.1 The names of any proposed or existing subcontractors to CONSULTANT who will perform a portion of the Scope of Services (Lower Tier Subcontractor) must be submitted to and approved in advance in writing by CITY. CONSULTANT will bind all Lower Tier Subcontractors to the Provisions of this AGREEMENT. 2.2.2 Neither this AGREEMENT nor any Lower Tier Subcontract will create any contractual relationship between any Lower Tier Subcontractor and CITY, nor any liability of CITY to any Lower Tier Subcontractor. 2.3 Performance 2.3.1 The standard of care for all services performed or furnished by CONSULTANT under this Agreement will be the level of care and that is ordinarily used by members of CONSULTANT'S profession practicing under similar conditions. If such deficiencies are not corrected in a timely manner, CITY may cause the same to be corrected and deduct costs incurred from CONSULTANT's compensation. 2.3.2 Results reported from any laboratory Services may undergo contract compliance and quality assurance reviews by CITY. For analyses that fail either of these reviews, the laboratory will be required, without further compensation, to reanalyze the samples to meet these requirements. If reanalyzes is not possible, the laboratory will not be paid for the deficient analyses. 2.4 Insurance 2.4.1 CONSULTANT will maintain throughout this AGREEMENT the following insurance: (a) Worker's compensation insurance in accordance with the laws of the State of Georgia. (b) Public Liability Insurance - covering claims for injuries to members of the public or damage to property of others arising out of any covered negligent act or omission of CONSULTANT or of any of its employees, agents, or subcontractors, with $1,000,000 per occurrence and in the aggregate. (c) Valuable Papers Insurance - in an amount sufficient to assure the restoration of any plans, drawing, field notes, or other similar data relating to the work covered by the Project. (d) Professional Liability insurance - in an amount of not less than $1,000,000. 2.4.2 Insurance coverage in 2.4.1 (b) and (c) above will name CITY and CONSULTANT as additional insureds. Such insurance will be the primary coverage to CITY. 2.4.3 Before commencing Work under this contract, CONSULTANT will furnish CITY with certificates of insurance verifying coverages and additional insureds. Certificates also will state that the insurance carrier will give CITY thirty (30) days notice of any insurance cancellation or material alteration. 2.5 Responsibility for Claims and Liability The CONSULTANT shall be responsible for any and all damages to properties or persons caused by its employees, subcontractors, or agents, and shall hold harmless the CITY,its officers, agents and employees from all suits, claims, actions or damages of any nature whatsoever to the extent found to be resulting from the Consultant, its subcontracts, or agent in the negligent performance or non- performance of work under this Agreement. i These indemnities shall not be limited by reason of the listing of any insurance coverage. 2.6 Codes, Laws, and Regulations Revision Date: February 7, 2001 .~ CONSULTANT will comply with all applicable codes, laws, regulations, standards, and ordinances applicable in the State of Georgia, in force during the term of this AGREEMENT. 2.7 Permits, Licenses, and Fees CONSULTANT will obtain and pay for all permits and licenses required by law that are associated with CONSULTANT's performance of the Scope of Services. 2.8 Confidentiality The CONSULTANT agrees that its conclusions and any reports are for the confidential use and information of the CITY and that it will not disclose its conclusions in whole or in part to any persons whatsoever, other than to submit its written documentation to the CITY, and will only discuss the same with it or its authorized representatives. Upon completion of this Agreement term, all documents, drawings, reports, maps, data and studies prepared by the CONSULTANT pursuant thereto shall become the property of the CITY and be delivered thereto. Articles, papers, bulletins, reports, or other materials reporting the plans, progress, analyses, or results and findings of the work conducted under this Agreement shall not be presented publicly or published without prior approval in writing of the CITY. 2.9 Open Records CONSULTANT acknowledges that all records relating to this Agreement and the services to be provided under the contact may be a public record subject to Georgia Open Records Act (O.C.GA 9 50-18-70, et seq.). CONSULTANT shall cooperate fully in responding to such requests and making all records, not exempt, available for inspection and copying as provided by law. 2.10 Key Personnel Designate in writing a person to act as the CONSULTANT'S representative with respect to the services to be rendered under this agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define the CITY's policies and decisions with respect to the CONSULTANT'S services for this part of the project. All professional personnel, including subcontractors, engaged in performing services for the CONSULTANT under this agreement are indicated in a personnel listing attached hereto as Attachment C - Listing of Key Personnel and incorporated herein by reference. No changes or substitutions shall be permitted in the CONSULTANT's Key Personnel without the prior written approval of the CITY or his designee. The CONSULTANT represents that it has secured or will secure, at its own expense, all personnel necessary to complete this Agreement; none of whom shall be employees of, or have any contractual relationship with, the CITY. All of the services required hereunder will be performed by the CONSULTANT under its supervision, and all personnel engaged in the work shall be qualified and shall be authorized or permitted under law to perform such services. 2.11 Ownership, Publication, Reproduction and Use All documents and materials prepared pursuant to this Agreement are the property of the CITY. The CITY shall have the unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, maps, or other materials prepared under this Agreement without according credit of authorship. The CITY shall hold harmless the CONSULTANT against all claims arising out of such use of documents and materials without the CONSULTANT's knowledge and written consent. One legible copy each of all laboratory, field, or other notes, log book pages, and technical data, computations, designs and other instruments of service prepared under the terms of this AGREEMENT will be delivered by CONSULTANT to CITY upon completion of the Scope of Services. 2.12 Access to Records CONSULTANT will maintain accounting records, in accordance with generally accepted accounting principles and practices, to substantiate all invoiced amounts. Said records will be available for examination by CITY during CONSULTANT's normal business hours for a period of 3 years after CONSULTANT's final invoice to the extent required to verify the costs incurred hereunder. 2.123 Suspension of WORK CONSULTANT will, upon written notice from CITY, suspend, delay, or interrupt all or a part of the Scope of Services. In such event, CONSULTANT will resume the Scope of Services upon written notice from CITY, and an extension of time and/or an equitable adjustment in compensation, if appropriate, will be mutually agreed upon. 2.14 Schedule The CONSULTANT must meet the schedule specified in the Scope of Services. A detailed performance schedule will be specified as part of the work authorization. During the performance of work, should the CONSULTANT or CITY estimate that CONSULTANT will fail to meet a mutually agreed upon schedule or time of completion and CONSULTANT does not propose a solution satisfactory to CITY, CITY may require CONSULTANT to implement any or all of the following: (1) Extend its working day to 10 hours or more (2) Extend its working week to 6 or 7 days (3) Increase the labor force (4) Provide and utilize additional equipment and facilities. CONSULTANT will continue the accelerated services until such time as CITY determines that progress conforms to the schedule completion time. All additional costs of the accelerated effort will be borne solely by CONSULTANT unless a change in Scope of Services can be shown. 2 Revision Date: February 7, 2001 2.15 Monthly Progress Report CONSULTANT will provide, if requested by CITY, a monthly progress report to CITY in a form and covering informatio~ as required by CITY. Refusal by the Consultant to submit progress reports and/or plans shall be cause to ~ithh~ld payment to the Consultant until the Consultant complies with the CITY's request in the regard. 2.16 Observation of the Work CITY reserves the right, but not the obligation, at all reasonable times to inspect or otherwise evaluate the Services performed or being performed by CONSULTANT and the premises on which it is being performed. 2.17 Working Files CONSULTANT will maintain files containing all deliverable documentation including calculations, assumptions, interpretations of regulations, sources of information, and other raw data required in the performance of this AGREEMENT. CONSULTANT will provide copies of the information contained in its working files to CITY upon request of CITY. 2.18 Communications with CITY All of CONSULTANT's written or verbal communication with or to federal, state, or local agencies, relative to Services under this AGREEMENT must be through or with the knowledge of CITY or Program Manager. 2.19 Safety CONSULTANT is solely responsible for health and safety of its own employees and its subcontractors. CONSULTANT will comply with any owner or site controlling contractor's health and safety plan. CONSULTANT will comply with all applicable federal, state and local laws and regulations related to health and safety. 2.20 Program Manager Program Manager- means the representative of the CITY who shall act as Liaison between the CITY and the CONSULTANT for all matters pertaining to this Agreement, including review of CONSULTANT's plans and work. ARTICLE 3. OBLIGATIONS OF CITY 3.1 Timely Review CITY will examine CONSULTANT's studies, reports, proposals, and other project-related documents and render decisions required by CONSULTANT in a timely manner. 3.2 Prompt Notice CITY will give written notice to CONSULTANT whenever CITY observes or becomes aware of any development that affects the scope or timing of CONSULTANT's Scope of Services, or any defect in the Services of CONSULTANT. 3.3 Technical Guidance and Information Transfer 3.3.1 CITY may, at its sole discretion, provide technical guidance on subcontract performance. Technical guidance may include: (a) Guidance that assists CONSULTANT in accomplishing the Scope of Services. (b) Review comments on deliverables. (c) Copies of technical guidance documents relative to Services under this AGREEMENT, as they are made available to CITY. Technical guidance will be issued in writing or, after verbal issuance, confirmed in writing. 3.3.2 CITY may also, at its sole discretion, provide CONSULTANT with documents, forms, procedures, agreements, and other items specifically developed for use on this PROJECT for CONSULTANT's information. CONSULTANT agrees to assume the full liability arising out of the improper use of any information provided by CITY. 3.4 Furnished Data CITY will provide CONSULTANT technical data in its possession, including, but not limited to, previous reports, maps, surveys, borings, and other information relating to CONSULTANT's Scope of Services on the PROJECT. CONSULTANT may reasonably rely upon the accuracy of the information provided by CITY. 3.5 Changes 3.5.1 CITY may, by written order only, make changes, revisions, additions, or deletions (collectively hereinafter called "changes") in the Scope of Services. CONSULTANT will not proceed with any changes unless notified to proceed in writing by CITY. 3.5.2 Nothing herein will be construed as relieving CONSULTANT of its obligations to perform, including without limitation, the failure of the parties to agree upon CONSULTANT entitlement to, or the amount of, any adjustment in time or compensation. 3.5.3 Any claim by CONSULTANT for an adjustment under this paragraph must be asserted in writing fully supported by factual information to CITY, within 30 ~ays from the date of receipt by CONSULTANT of the written change authorization from CITY or within such extension of that 3D-day period as CITY, in its sole discretion, may grant in writing at CONSULTANT's request prior to expiration of said period. 3.5.4 If the Scope of Services is reduced by changes, such action will not constitute a claim for damages based on loss of anticipated profits. ARTICLE 4. GENERAL LEGAL PROVISIONS 4.1 Proprietary Information Except when otherwise authorized in writing by CITY, all drawings, specifications, technical data, and other information furnished to CONSULTANT either by ,CITY or CLIENT or developed by CONSULTANT or o~hers in connection with the Services rendered are, and willi remain, the property of CITY, and may not be copied or otherwise reproduced or used in any way except in connection with the Scope of Services, or disclosed to third parties or used in any manner detrimental to the interest of CITY. 4.2 Assignments 3 Revision Dale: February 7, 2001 This is a bilateral Consultant Services Agreement. Neither party shall have the power to or will assign any of the duties or rights or any claim arising out of or related to this AGREEMENT, whether arising in tort, contract or otherwise, without the written consent of the other party. Any unauthorized assignment is void and unenforceable. These conditions and the entire AGREEMENT are binding on the heirs, successors, and assigns of the parties hereto. 4.3 Force Majeure Neither party to this AGREEMENT will be liable to the other party for delays in performing the Scope of Services, or for the direct or indirect cost resulting from such delays, that may result from acts of God, acts of governmental authorities, extraordinary weather conditions or other natural catastrophes, or any other cause beyond the reasonable control or contemplation of either party. Each party will take reasonable steps to mitigate the impact of any force majeure. CITY will adjust the schedule and compensation under this AGREEMENT to the extent that CONSULTANT's schedule and compensation are equitably adjusted by City. 4.4 Authorization to Proceed Execution of this AGREEMENT by CITY will be authorization for CONSULTANT to proceed with the Scope of Services, unless otherwise provided for in this AGREEMENT. 4.5 No Third Party Beneficiaries This AGREEMENT gives no rights or benefits to anyone other than CONSULTANT and CITY and has no third-party beneficiaries. 4.6 Jurisdiction The law of the State of Georgia shall govern the CONTRACT between CITY and CONSULTANT, with regard to, its interpretation and performance, and any other claims related to this Agreement. All claims, disputes and other matters in question between the CITY and CONSULTANT arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. The CONSULTANT, in executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue I the Superior Court of Richmond County, Georgia. (".. 4.7 Termination 4.7.1 Termination for Convenience The CITY may terminate this contract in part or in whole upon written notice to the CONSULTANT. The CONSULTANT shall be paid for any validated services under this Contract up to the time of termination. 4.7.2 Termination for Default If through any cause, the CONSULTANT shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the CONSULTANT shall violate any of the covenants, agreements or stipulations of this Agreement. CONSULTANT will be given the opportunity to commence correction of obligation within 5 days of written notice and diligently complete the correction thereafter. Failure to maintain the scheduled level of effort as proposed and prescribed, or deviation from the aforesaid schedule without prior approval of the CITY, shall constitute cause for termination. The CITY shall thereupon have the right to 4 terminate this Agreement by giving written notice to the CONSULTANT of such termination, and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In such event, all finished or unfinished documents, maps, data, studies, work papers and reports prepared by the CONSULTANT under this Agreement shall become the property of the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents, as mutually agreed by the CITY and CONSULTANT. 4.8 Conflict of Interest 4.8.1 Conflict of Interest: The CONSULTANT agrees that it presently has no interest and shall acquire no interest, direct or indirect, that would conflict in any manner or degree with the performance of its services hereunder. The CONSULTANT further agrees that, in the performance of the Agreement, no person having such interest shall be employed. 4.8.2 Interest of Public Officials: No member, officer, or employee of the CITY during his tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. 4.8.3 Emplovment of CITY's Personnel: The CONSULTANT shall not employ any person or persons in the employ of the CITY for any work required by the terms of the Agreement, without the written permission of the CITY except as may otherwise be provided for herein. Revision Date: February 7, 2001 Attachment No.1 Project Scope The following project scope is based upon Quest staffs project understanding and includes tasks contained in Quest's Statement of Qualifications and subsequent presentation. Project Objectives · Evaluate OMI's compliance with the requirements of the operations agreement. · Determine if Augusta received appropriate value from execution of the operations agreement. · Compare the status of Augusta's facilities and programs today relative to their status as documented in the 1998 Georgia Environmental Protection Division (EPD) and U.S. Environmental Protection Agency (EPA) performance audits. Project Tasks 1 . Background Information Review - Review the following project background information: · Augusta/OMI Operations Agreement including all amendments · Georgia EPD 1998 Performance Audit for each water pollution control plant (WPCP) · U.S. EPA 1998 Performance Audit for each WPCP · Engineering Drawings, Specifications, and Design Information · WPCP Flow Schematics · Discharge Monitoring/Monthly Operating Reports · Biosolids Production Information · Plant Organization Chart · NPDES Permits for each WPCP · Any other related information/reports 2 A. Kickoff Meeting - Attend kickoff meeting with Augusta Utilities Department staff to initiate the field data collection and site visit phase of the project as follows: · Discuss the project approach with operations/maintenance staff. · Coordinate operations/maintenance staff briefing schedules to minimize work disruption. · Review available onsite design/operations documentation for each WPCP. 2 B. Plant Tours - Visit and evaluate both the James. B. Messerly (46.1 MGD capacity) and the Spirit Creek (2.24 MGD capacity) WPCPs as follows: 1 · Tour each WPCP with plant superintendents. · Review all major equipment/treatment processes and evaluate conformance with design standards and accepted industry operating criteria. · Collect any outstanding background information identified in Task 1. 3. Data Gathering/Interviews - Conclude background information data gathering and complete interviews with operations/maintenance staff: · Obtain field data for individual treatment processes to evaluate process behavior. · Review historical WPCP discharge monitoring and monthly operating reports to determine if WPCPs are performing in accordance with NPDES requirements. · Review WPCP operating criteria and objectives. · Evaluate existing WPCP equipment for optimal operating efficiency and ability to control individual processes. · Interview WPCP staff to obtain historical treatment information and operating criteria, as well as other data pertinent to the reviews and evaluations. · Evaluate staffing levels, operator skill level, and shift coverage based upon accepted industry practices. 4. Data Review/Matrix Development - Complete data reVIew and matrix development which includes the following elements: · Identify current operations and maintenance responsibilities. · Determine extent OMI achieved expectations for individual tasks. · Assign an overall performance grade. 5. Agreement Compliance - Evaluate actual OMI performance compared to the contract operations agreement goals and requirements. 6. EPDIEP A Audit Comparison - Compare performance audit for each WPCP being developed under this agreement with both the 1998 Georgia EPD and U.S. EP A performance audits. 7. Value Received Matrix - Develop value received matrix for key evaluation parameters outlined in Section 2 - Scope of OMI Services of the July 20, 1999 Agreement for Operations Maintenance and Management Services between the City of Augusta and OM!. 8. Audit Reports - Complete a perfonnance audit report, which summarizes the project findings and analysis as follows: · Include a summary of data collected. · Identify individual performance tasks. · Compare operations and maintenance of each WPCP. 2 . Present a value-received matrix for the key operations parameters presented in Task 7. · Determine overall value of operations agreement. . Compare plant operation costs with accepted standard WPCP operating costs. . Submit a written draft report of the evaluations and recommendations to Augusta Utilities Department (and OMI). Review the evaluations with plant personnel and edit the draft report accordingly. · Submit a fmal report of the study findings and recommendations. Deliverables · Quest will provide fifteen (15) copies of the audit report. The report will also be delivered on a compact disc. · Report will include photographs of major treatment processes at each WPCP. · Quest staff will participate in a minimum of three (3) Management Advisory Committee (MAC) meetings during the project. A fourth MAC meeting may be held as determined by the City at the completion of the performance audit. Information to be Provided by City · Augusta/OMI Operations Agreement including all amendments. · Georgia EPD 1998 WWTP Performance Audit for ach WPCP. · U.S. EPA 1998 WWTP Performance Audit for each WPCP. . Engineering Drawings, Specifications, and Design Information. · WPCP Flow Schematics. · Discharge Monitoring/Monthly Operation Reports. · Biosolids Production Information. · Plant Organization Chart. · NPDES Permit for each WPCP . Any other related information/reports 3 Attachment No.2 Consultant Services Fee Breakdown by Task Task Fee 1 Background Information Review $2,750 2A Kickoff Meeting 400 2B Plant Tours 600 3 Data Gathering/Interviews 7,950 4 Data Review/Matrix Development 6,700 5 Agreement Compliance 3,000 6 EPD/EP A Audit Comparison 1,500 7 Value Received Matrix 6,500 8 Audit Report 2,600 TOTAL $32,000 4 ~ " ~ U) . m " c """- m -u )> )> c a. -. ,... o o 3 1:::J . .. -.. UJ o ::s . .