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HomeMy WebLinkAboutCONTRACT BETWEEN AUGUSTA, GEORGIA AND UTILITY REVENUE MANAGEMENT COMPANY, INC. FOR REVENUE ENHANCEMENT AND RECOVERY PROJECT CONTRACT FOR PROFESSIONAL SERVICES STATE OF § KNOW ALL MEN BY THESE PRESENTS§ THIS CONTRACT FOR PROFESSIONAL SERVICES(this"Contract")made on the 11day ofar 2017,hereinafter specified,by and between CITY OF AUGUSTA,GEORGIA (the"Utility"),a local governmental agency,and UTILITY REVENUE MANAGEMENT COMPANY,INC,,a Texas corporation,with its principal office located in Houston,Harris County,Texas(the"Contractor"). The initial addresses of the parties arc as follows: UTILITY. CONTRACTOR Utility Revenue Management Company,Inc. 99 Detering St. Suite 130 Houston,TX 77007 WITIIESSETIi,: WHEREAS,the Utility desires to secure the performance of professional services of the highest quality by trained,skilled personnel;and WHEREAS,the Contractor desires to provide such services in exchange for the fees hereinafter specified; NOW,THEREFORE,for and in consideration of the premises and mutual covenants herein contained,and other valuable consideration,the panics hereto agree as follows: ARTICLE I. DEFINITIONS Section 1,01. Meanines of Words and Terms. As used in this Contract,the following words and terms shall have the respective indicated meanings: "Account"means any water,wastewater or storm water service of any nature whatsoever being rendered or delivered by the Utility or City of Augusta for the benefit of any person or entity for which service the Utility is entitled to receive payment,including all unauthorized and/or undiscovered connections to the Utility's water and wastewater systems which may be discovered by the Contractor and brought to the attention of the Utility that had not previously been assigned an Account number by the Utility. "Base Revenue" means the average monthly billings on an Account for up to the twelve-month period immediately preceding the Contractor's Documenting the Find. "Bonus Payment"means the fee to be paid by the Utility to the Contractor for the Contractor's performance of its duties under this Contract,computed in accordance with Section 5.01(A)hereof. "Utility"means the City of Augusta,which provides water,wastewater and/or stotmwater services within the City of Augusta and surrounding areas. "City of Augusta"means the City of Augusta,Georgia,which provides water,wastewater and/or stortnwater services within the City of Augusta and surrounding areas. -1- "Contractor" means the entity designated as such in the introduction of this Contract and includes its successors and assigns. "City Information System" ("CIS")means the system used by the Utility to bill Accounts for water and wastewater service provided to its customers. "Department"means the Water,Wastewater or Engineering Departments of the Utility or the City of Augusta and any successor thereto. "Director"means the Utility's designated administrator of this Contract. "Documenting the Find"means the notation by the Contractor on the Research Report to the Utility of an error on an Account. "Force Majeure,"as used herein,shall include,but not be limited to,acts of God,acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, tornadoes,hurricanes,arrests,and restraints of government and people,explosions,breakage or damage to machinery or equipment and any other inabilities of either party,whether similar to those enumerated or otherwise,and not within the reasonable control of the party claiming such inability. "Increased Revenues"means the amount of monthly,bimonthly or quarterly income received by the Utility or the City on an Account,over and above the Base Revenue(including back bills and impact fees)subsequent to corrective action being taken on said Account. "Out-of-Pocket Expenses"means an amount equal to the actual costs and expenses for implementing changes accomplished by the Contractor or the Utility pursuant to Section 5.02 hereof. "Project"means the Work to be done in connection with any account approved by the Project Manager. "Project Manager"means that person designated by the Utility,by notice to the Contractor,to administer this Contract on behalf of the Utility. This individual shall have a working knowledge of the Utility's protocol and the day- to-day operating procedures of the Utility's Water and/or Wastewater Departments and shall have the authority and responsibility of administering all aspects of this Contract on behalf of the Utility. "Research Report"means the report described and defined in Section 2(C)(I). "Work"means the Contractor's efforts towards making changes or modifications to an Account in order for the particular water and/or wastewater service being provided to said account to be properly and accurately billed. "Work Order" means the Contractor's work order approval form set forth in the Exhibit attached to this Contract to be used by Contractor in submitting recommendations for Work to be done with regard to any of the Accounts. Section 1.02. Miscellaneous Definitions. Words of the masculine gender shall be deemed and construed to be correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate,singular terms used herein shall include the plural number should the context so require. Section 1.03. Titles and Headings. The titles and headings of the articles and sections of this Contract have been inserted for convenience of reference only and are not to be considered a part hereof,and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Contract or any provision hereof or in ascertaining intent,if any question of intent shall arise. -2 ARTICLE 11. SCOPE OF SERVICES Section 2.01. Basic Services. The Contractor shall provide the investigation,Work Order,and field services necessary in order to maximize the billable revenues to all Accounts for water, wastewater or storm water service provided by the Utility to said Accounts. (A) Investieation and Field Work. Upon receiving the Account information described in Section 3.01(A),the Contractor shall: (I) Investigate each Account and determine if there is a loss of revenue to the Utility associated with each said Account; (2) Submit Work Orders and recommendations for Work to be done with regard to any of said Accounts, including the estimated cost of anticipated repairs and modifications required by any of said Accounts; (3) Upon receipt of the Project Manager's approval, the Utility shall proceed to make (or cause to be made)all necessary changes to the billing information or physical service to any of said Accounts for which such approval has been given; (4) (a) The Work done on each Account shall not exceed the estimated cost approved by the Project Manager,or (b)If the Contractor,after commencing work,determines that the estimated cost of the Project exceeds the original estimated cost approved by the Project Manager,the Contractor will immediately notify the Project Manager of the revised estimate. Upon review of the revised estimated cost of the Project submitted by the Contractor,the Project Manager may approve said revised estimate. (B) Water Meter Renlacement. (I) If the Contractor is requested by the Utility to replace a water meter or a water meter register,the Contractor shall provide to the Project Manager the following information: (a) Account number, (b) Account or service address, (c) Meter number,type and size of owl meter to be replaced, (d) Meter reading on the old meter or register, (e) Repair date, (t) Meter reading on the new meter or register,and (g) Meter number,type and size of new meter; (2) The Contractor shall also return to the Utility the replaced meter(if purchased under the terms of this contract)with a tag indicating the Account or service address; (3) The items required pursuant to Sections 2.01(B)(I)and 2.0I(B)(2)shall be submitted to the Project Manager on a meter installed basis;and (4) Title to all replacement meters shall vest in the Utility. -3- (C) Reports. (1) The Contractor shall provide to the Utility on a periodic basis a Research Report (the "Research Report") containing individual Accounts or a complete list of all Accounts researched by the Contractor for which thc Contractor has identified potential Increased Revenues for the Utility. This Research Report shall be submitted for the purpose of"Documenting the Find"and the Contractor shall be entitled to its agreed-upon portion of the Increased Revenues on each of said Accounts; (2) The Contractor shall provide the Project Manager with a monthly status report. This report is to be inclusive of all Accounts which are deemed by the Contractor to justify action and on which a Work Order has been generated in the prior month. This report shall be due no later than the 10th calendar day of each month;and (3) If the Contractor is requested to complete the Work described in a Work Order,the Contractor,upon completion of the Work,shall provide to the Project Manager a copy of the completed Work Order, listing who performed the Work;their labor classification and rates;the hours each individual worked; the materials uscd,by type;the quantities of thc materials expended and the equipment and vehicles used,by type,with time charges;along with thc itemized costs totaled for the completed Project. (4) For each Account for which the Contractor has Documented the Find and the Utility has collected billing revenues,the Contractor shall issue to the Utility,at least monthly,a report listing the following information: (1) Account name, (2) Account number, (3) Service address, (4) Billing period, (5) Amount billed, (6) Base Revenue in dollars, (7) Amount of monies collected, (8) Amount of monies owed to the Contractor,and (9) Contractor's Work Order number. (D) Warranties for the Contractor. The Contractor warrants that all work shall be performed in a good and workmanlike manner according to AWWA Standards and meeting the standards of quality prevailing in the metropolitan area for work of like kind. The Contractor further warrants that trained and skilled personnel shall perform all Work. Section 2.02. Services in General. The Contractor shall coordinate all of its activities herein described with the Utility's representative,if other than the Project Manager,the various Department Directors,the Project Manager,or any of their designated representatives. Section 2.03. The Utility's Existing Programs. The Contractor hereby acknowledges that the Utility has indicated that it has certain existing policies,procedures and programs pertaining to the evaluation of meter and billing problems,and the maintenance and replacement of meters. The Contractor acknowledges that the Utility has engaged Contractor to supplement and augment any existing programs the Utility has in place and the Utility acknowledges that it desires to utilize the Contractor's services in such a manner so as to maximize the revenues of the Utility. Therefore,the parties agree that the Contractor has the right to submit Work Order on any and all Accounts the Contractor has identified a loss of revenue to the Utility with recommended changes to correct such loss of revenue. The Project Manager shall approve and process any such Work Order so long as the Utility has not identified the problem and specified corrective actions to be taken within 30 days of the date of submission of the Contractor's Work Order. The Utility hereby agrees that for purposes of this Section 2.03 that the day of submission of the Contractor's Work Order is the day that said Work -4- Order is delivered to the Project Manager,regardless of the day the Work Order is approved by the Project Manager through his execution thereof. ARTICLE III. DUTIES.DATA RECORDS,WORK PRODUCTS.ETC. Section 3.01. Certain Duties of the Utility (A) The Utility to Provide Access to Accounts. In addition to its other duties under this Contract,the Utility shall,to the extent permitted by law,provide access to all the data and records in its possession for each Account, and shall provide copies of any documents in its possession or control or available to it which are requested by the Contractor and are reasonably necessary for the Contractor to perform its duties under this Contract. Upon request,the Utility shall make available to the Contractor the Utility's Customer Information System("CIS")via a computer link for the viewing and extracting of information only. At no time will the Contractor be able to change or modify the information reflected in the Utility's Customer Information System for any Account. (B) Post-Award Contract Meeting. Upon execution of this Contract by all parties, the Utility will coordinate a post-award contract meeting with the Contractor and all designated management personnel representing the Utility under this Contract in order to fully explain all aspects of this Contract. (C) Review of Work Order. The Utility shall review all Work Orders submitted by the Contractor under Section 2.01(A)as soon as reasonably practical to do so. Within five(5)working days of the date of submittal of a Work Order,the Utility shall advise the Contractor of the disposition of the said Work Order. (D) Replacement Water Meters. The Contractor will request replacement water meters from the Utility. If the meters so requested are not available from the Utility's stock within then(10)working days of said request,the Contractor may purchase form outside sources replacement water meters that conform to the Utility's specifications at a price to be agreed upon by the Utility and the Contractor. (E) Protect Manager's Assistance. The Project Manager shall assist the Contractor in its dealings with the Utility,including any of its departments or divisions. (F) Acknowledgement of Receipt of Research Reports. The Utility shall acknowledge receipt of the Contractor's Research Reports by entering the appropriate information related to the Accounts within the Utility's Customer Information System. This entry shall preclude any action on the Accounts by the Utility prior to or during the Work Order approval process. (G) Unspecified Areas. The Project Manager and the Contractor shall establish mutually agreed upon written procedures to handle matters and areas not specifically covered by this Contract. (H) Observance of Spirit of Contract. During all times that this Contract shall remain in effect,both the Utility and the Contractor shall observe and comply with the spirit of this Contract. The Contractor is rendering a service to the Utility by increasing the revenues of the Utility. The Utility has granted to the Contractor authorization to perform the defined duties of this Contract and the Utility will neither hinder,restrict,delay nor compete with the Contractor's performance of said duties. -5- ARTICLE IV. INDEMNIFICATION AND INSURANCE Section 4.01. Indemnification. The Contractor hereby agrees at all times to defend,indemnify and hold the Utility harmless from and against any and all liabilities,losses or costs arising from claims for damages,or suits for loss or damage,including without limitation,reasonable attorney fees,which arise as a result of the performance of or failure to properly perform its duties under this Contract,whether such claims are asserted before or after the termination of this Contract. Section 4.02. Insurance. During the term of this Contract, the Contractor shall carry and maintain the following insurance coverage with a company or companies satisfactory to the Utility,under policies of insurance that meet the requirements of the State of Georgia. The Utility shall be named as an additional insured for all liability policies,with a waiver of subrogation on all applicable policies. Each of said policies shall provide that the Utility shall be given at least thirty(30)days prior written notice of change or cancellation. Such insurance coverage shall have the minimum limits of liability in not less than the following amounts: (A) Commercial General Liability,including commercial form,premises—operators,products/completed operations hazard,contractual insurance,independent contractors and personal injury: $1,000,000 Combined Single Limit (B) Automobile Liability,including owned,non-owned or rented: $1,000,000 Combined Single Limit (C) Workers Compensation with Employees Liability, which complies with the Georgia Workers' Compensation Act: $100,000 ARTICLE V. PAYMENT Section 5.01. Limitation on Sources of Payment. Any and all fees due to the Contractor for services rendered under this Contract shall be payable solely from Increased Revenues. The Contractor acknowledges and agrees that the Utility's liability for any and all payments hereunder shall be limited by this provision. No other funds are or will be appropriated for purposes of payment under this Contract. Section 5.02. Payment of Out-of-Pocket Exnenses. All Out-of-Pocket Expenses incurred by the Contractor in repairing or replacing meters per Section 2.01 (A)(4)of this Contract shall first be paid from the aggregate amount of Increased Revenues from all Accounts that the Contractor has performed Work on. If the Increased Revenues for a particular month arc insufficient to cover all Out-of-Pocket Expenses for that month,the un-reimbursed portion of said Out-of Pocket Expenses will be carried over to the next month for inclusion in that month's Out-of-Pocket reimbursement. Section 5.03. Payment for Services. (A) Bonus Payment to Contractor. If any Work performed by the Contractor on an Account results in increased Revenues for the Utility, the Contractor shall be entitled to a Payment for such work equal to FIFTY PERCENT(50%)of all Increased Revenues for a tenn of FORTY EIGHT(48)MONTHS thereafter. (B) When Bonus Payments Due. Bonus Payments are due to the Contractor monthly within thirty(30) days of receipt of Increased Revenues by the Utility. -6- (C) Good Faith Estimate of Bonus Payments. I f all of the data necessary to compute a Bonus Payment is not available in time to make such payment when due,the Utility shall make a good faith estimate of such data and compute the Bonus Payment accordingly. Adjustments to such Bonus Payment shall be made in succeeding monthly payments after the necessary data has become available. ARTICLE VI. TERM AND TERMINATION Section 6.01. Term. This Contract shall be effective as of ,20 ,and shall continue for a primary term of twenty-four(24)months,ending on ,20 . At the end of the primary term of this Contract,the Utility,at its sole option and discretion,may renew this Contract for three(3)additional twelve(12) month periods, pending the availability of Utility appropriated funds, contract terms/conditions, and satisfactory performance of the Contractor under this Contract. Section 6.02. Termination. Either party hereto may terminate this Contract at any time by giving thirty(30) days prior written notice to the other party of its intent to terminate this Contract. Section 6.03. Termination of Contract Not to Affect Earned Bonus Payments. The duties and obligations of the Utility to pay the Contractor any Bonus Payments earned prior to the termination of this Contract under the terms of Article V hereof,shall continue in full force and effect as provided in said Article V regardless of the termination of this Contract by either party. ARTICLE VII. MISCELLANEOUS PROVISIONS Section 7.01. Independent Contractor. The relationship between the Contractor and the Utility shall be that of an independent contractor. Section 7.02. Business Structure and Assignments. The Contractor may not delegate or assign any portion of this Contract without the prior written consent of the Utility. The Contractor may assign any portion of its earned Bonus Payments hereunder;provided,however,prior to any assignment thereof,the Contractor shall furnish reasonable proof of the assignment thereof by providing to the Utility a written notice containing the following information: (i)the name, address and telephone number of the Contractor with a clear reference to this Contract; (ii) the name, address and telephone number of the assignee;and(iii)the identity of the earned Bonus Payments to be assigned(such identity to be established by indicating the invoice number, task description and the amount of said Bonus Payment associated therewith being assigned). If reasonable proof, as described above, is not provided to the Utility, the Utility may continue to pay the Contractor. Section 7.03. Subcontracting. The Contractor may subcontract any part of its duties and obligations to be performed hereunder only with the prior approval of the Utility to do so. All subcontractors and their employees shall be treated as if they were employees of the Contractor,except with regard to fees to be paid to said subcontractors. Section 7.04. Parties in Interest. This Contract shall not bestow any rights upon any third parties,but rather, shall inure to the benefit of and bind the Utility and the Contractor only. Section 7.05. Non-waiver. Failure of either party hereto to insist on the strict performance of any of the agreements contained herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on or to enforce by any appropriate remedy and/or strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. -7- Section 7.06. Applicable Laws. This Contract shall be construed in accordance with,and shall be subject to the laws of the State of Georgia,any ordinances,resolutions,or other similar enactments of the Utility and the City,the laws of the United States of America and all rules and regulations of any regulatory body or officer having jurisdiction over matters which are the subject of this Contract. Section 7.07. Notices. All notices required or permitted under this Contract shall be in writing and shall be deemed delivered when actually received or, if earlier, on the third day following deposit in a United States Postal Services post office or receptacle with proper postage affixed(certified mail,return receipt requested)addressed to the respective other party at the address prescribed in the introduction hereof or at such other address as the receiving party may have theretofore indicated by written notice to the sending party. Section 7.08. Equal Employment Opportunities. Thc Contractor will comply with all laws,ordinances and policies set by the Utility with regard to equal employment opportunities. Section 7.09. Force Malcom,. In the event either party is rendered unable,wholly or in part,by Force Majeure to perform under this Contract, it is agreed that, upon such party's giving notice and full particulars of such Force Majeure in writing to the other party as soon as possible after the occurrence of the cause relied upon,the obligations of the party giving such notice,to the extent it is affected by Force Majeure and to the extent that due diligence is being used to resume performance at the earliest practicable time,shall be suspended during the continuance of any inability so caused as to the extent provided,but for no longer period. Such cause shall as far as possible be remedied with all reasonable dispatch. Section 7.10. Approvals;Utility. Approval by the Utility's Project Manager or by any other representative of the Utility,of any part of the services rendered by the Contractor under this Contract other than in accordance with the terms and provisions of this Contract shall not be construed to be a waiver of the Contractor's compliance with said terms and provisions or to establish a standard of performance other than required by this Contract or by law. Neither the Director nor the Project Manager is authorized to vary the terms and provisions of this Contract. Section 7.11. Remedies Cumulative. The rights and remedies contained in this Contract shall not be exclusive,but shall be cumulative of all other rights and remedies,now or hereafter existing,whether by statue,at law,or in equity;provided,however,that none of the parties to this Contract shall terminate it except in accordance with the provisions hereof. Section 7.12. Representations. The Contractor represents that it and its employees,agents and subcontractors arc fully competent and qualified to perform all the service required to be performed under this Contract. The Contractor represents that it has experience in performing all of the services to be performed hereunder and these services shall be of the highest professional quality. Section 7.13. Personnel of Contractor. The Contractor shall replace any personnel assigned to provide services under this Contract who shall have been deemed to be unsuitable by the Utility. Section 7.14. Multiple Counterparts. This Contract may be executed in multiple counterparts,each of which shall be regarded for all purposes as an original;and such counterpart shall constitute but one and the same instrument. Section 7.15. Entire Agreement. This Contract contains all the agreements of the parties hereto relating to the subject matter hereof and is the full and final expression of the agreement between the parties hereto. -8- . . . . CONTRACTOR: CITY: UTILITY REVENUE AUGUSTA,GEORGIA(CITY) MANAGEMENT COMPANY,INC. By: C24--4.--- 4-1I—, By: 116 IP .1d . A.Mitch Robertson,Presi I iJ)/fl Name:Hardie Davis,Jr. ,s,Titte:litANIOR''*--h--'' -• ,•`,---.,-'-'4*;"-',',..i. V 3. ATTEST: 11/6if ir ATTEST: ,•07'1"‘"1"tAlkik j. ' I k• r 4 V ap•-•"'"••el c%Ith :t By: (A).- ---,P ZII.4374-0)). I Byifii : rft iii,-;14,11,14;..)flfirtie3fliv.,‘ ''3 William P.Bulloch,Jr.,Sr.V.P. 1 Nan e '74WPaig:,}:L • 0 I 1 Title:*LE. ti5 .'k::7,:TV 10 0 i ;CO u NTIPALS44kNEil,9* _we Jr , *t.,, %04.0.40••• : '9*',4,•,,,,tEORGt Ltottio4r 4 r "-ttivoxiseot, 1 By: Authorized Official (SEAL) -9-