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HomeMy WebLinkAboutProfessional Services Agreement - Arcadis US Inc. - Assistance with Development of an RFP for Utility Billing SoftwareSHORT FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of 1 a 1 ,2011 ("Effective Date") between Board of Public Works, City of South Bend, Indiana ("Owner") and Arcadis U.S., Inc., a for -profit corporation chartered under the laws of the State of Delaware, licensed to do business in Indiana, having is principal place of business at 630 Plaza Drive, Highlands Ranch, Colorado 80129 and with offices at 150 West Market Street, Suite 728, Indianapolis, Indiana 46204 ("Engineer"). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as follows: Utility Billing System Procurement Support ("Project"). Engineer's Services under this Agreement are described in Exhibit A, Scope of Basic Engineering Services, attached hereto and incorporated herein. Owner and Engineer further agree as follows: 1.01 Basic Agreement and Period of Service A. Engineer shall provide, or cause to be provided, the services set forth in this Agreement. If authorized by Owner, or if required because of changes in the Project, Engineer shall furnish services in addition to those set forth above. Owner shall pay Engineer for its services as set forth in Paragraphs 7.01 and 7.02. B. Engineer shall complete its services within a reasonable time, or within the following specific time period: five months from the Effective Date. 2.01 Payment Procedures A. Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices and submit the invoices to Owner on a monthly basis. Invoices are due and payable within 35 days of receipt. In addition, Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement until Engineer has been paid in full all amounts due for services, expenses, and other related charges. Owner waives any and all non -disputed claims against Engineer for any such suspension. 3.01 Termination A. The obligation to continue performance under this Agreement may be terminated: 1. For cause, EJCDC E-520 Short Forfn of Agreement Between Owner and Engineer for Professional Services, Copyright (02009 National Society of Professional Engineers for EJCDC. All rights reserved. Page r a. By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the Agreement's terms through no fault of the terminating party. Failure to pay Engineer for its services is a substantial failure to perform and a basis for termination. b. By Engineer: 1) upon seven days written notice if Owner demands that Engineer furnish or perform services contrary to Engineer's responsibilities as a licensed professional; or 2) upon seven days written notice if the Engineer's services for the Project are delayed for more than 90 days for reasons beyond Engineer's control. Engineer shall have no liability to Owner on account of a termination by Engineer under Paragraph 3.01.A. Lb. c. Notwithstanding the foregoing, this Agreement will not terminate as a result of a substantial failure under Paragraph 3r01.A.1.a if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of notice; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such patty has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. For convenience, by Owner effective upon Engineer's receipt of written notice from Owner. B. The terminating party under Paragraph 3.01.A may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. C. In the event of any termination under Paragraph 3.01, Engineer will be entitled to invoice Owner and to receive full payment for all non -disputed services performed or furnished in accordance with this Agreement and all reirnbursable expenses incurred through the effective date of termination. 4.01 Successors, Assigns, and Beneficiaries A. Owner and Engineer are hereby bound and the successors, executors, administrators, and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 4.01.B the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators, and legal representatives (and said assigns) of such other patty, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the EJCDC -520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC, All rights reserved. Page 2 written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise, nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any contractor, subcontractor, supplier, other individual or entity, or to any surety for or employee of any of them. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. 5.01 General Considerations A. The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer's services. Subject to the foregoing standard of care, Engineer and its consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. B. Engineer shall not at any time supervise, direct, control, or have authority over any contractor's work, nor shall Engineer have authority over or be responsible for the paeans, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at the Project site, nor for any failure of a contractor to comply with laws and regulations applicable to such contractor's furnishing and performing of its work. C. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. D. All documents prepared or furnished by Engineer are instruments of service, and Engineer retains an ownership and property interest (including the copyright and the right of reuse) in such documents, whether or not the Project is completed. Owner shall have a limited license to use the documents on the Project, extensions of the Project, and for related uses of the Owner, subject to receipt by Engineer of full payment for all services relating to preparation of the documents and subject to the following limitations: (1) Owner acknowledges that such documents are not intended or represented to be suitable for use on the Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by Engineer; (2) any such use or reuse, or any modification of the documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner's sole risk and without liability or legal exposure to Engineer or to its officers, directors, members, partners, agents, employees, and consultants; (3) Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and consultants from all claims, damages, losses, and EJCDC E-520 Short Form of Agreexneut Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for E3CDC. All rights reserved. Page 3 expenses, including attorneys' fees, arising out of or resulting from any use, reuse, or modification of the documents without written verification, completion, or adaptation by Engineer; and (4) such limited license to Owner shall not create any rights in third parties. E. To the fullest extent pennitted by law, Owner and Engineer (1) waive against each other, and the other's employees, officers, directors, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project, and (2) agree that Engineer's total liability to Owner under this Agreement shall be limited to $50,000 or the total amount of compensation received by Engineer, whichever is greater. F. The parties acknowledge that Engineer's scope of services does not include any services related to a Hazardous Environmental Condition (the presence of asbestos, PCBs, petroleum, hazardous substances or waste as defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq., or radioactive materials). If Engineer or any other party encounters a Hazardous Environmental Condition, Engineer may, at its option and without liability for consequential or any other damages, suspend perforinance of services on the portion of the Project affected thereby until Owner: (1) retains appropriate specialist consultants or contractors to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition; and (2) warrants that the Site is in full compliance with applicable Laws and Regulations. G. Owner and Engineer agree to negotiate each dispute between them in good faith during the 30 days after notice of dispute. If negotiations are unsuccessful in resolving the dispute, then the dispute shall be mediated. If mediation is unsuccessful, then the parties may exercise their rights at law. 6.01 Total Agreement A. This Agreement (including any expressly incorporated attachments), constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument. 7.01 Basis of Payment Hourly Rates Plus Reimbursable Expenses A. Using the procedures set forth in Paragraph 2.01, Owner shall pay Engineer as follows: 1. An amount equal to the cumulative hours charged to the Project by each class of Engineer's employees times standard hourly rates for each applicable billing class for all services performed on the Project, plus reimbursable expenses and Engineer's consultants' charges, if any. 2. Engineer's Standard Hourly Rates are attached as Appendix 1. 3. The total compensation for services and reimbursable expenses is not to exceed $123,440.00. EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 4 7.02 Additional Seii4ces: For additional services of Engineer's employees engaged directly on the Project, Owner shall pay Engineer an amount equal to the cumulative hours charged to the Project by each class of Engineer's employees times standard hourly rates for each applicable billing class; plus reimbursable expenses and Engineer's consultants' charges, if any. Engineer's standard hourly rates are attached as Appendix 1. Attachments: Appendix 1, Engineer's Standard Hourly Rates Exhibit A, Scope of Basic Engineering Services IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. Owner: City of South Bend, Indiana Board of Public Works By: Title: Gary A. Gilot President By: " L,//t,(-4 Z Title: 1 31 -.. lea., ember iUn Title: James Mueller, Member By: Title: Elizabeth A. Mara/d�ik, Member By: Title: Therese J. Dora ember } Attest:�-�— Title: Linda Martin, Clerk Date: to 6 v I a6 1 Engineer: Arcadis U.S. Inc. By: Title: Amy E. ltfey,As-sociatevicc -esident f Date: Engineer License or Finn's Certificate No. PE 10200631 State of: Indiana Address for giving notices: Address for giving notices: 227 West Jefferson Boulevard 150 West Market Street, Suite 728 South Bend, Indiana 46601 Indianapolis, IN 46204 Designated Representative (Paragraph 8.03.A): Matt Coats Title: Applications Developer Phone Number: (574) 235-5917 Facsimile Number: (574) 235-9171 E-Mail Address: rncoats@southbendin.gov Designated Representative (Paragraph 8.03.A): Amy E. Stnitley, PE Title: Associate Vice President Phone Number: 317-231-6500 Facsinle Number: 317-231-6514 E-Mail Address: Amy. Smitley c arcadis.com EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright D2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 5 ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE This is Appendix 1, Engineer's Standard Hourly Rates, referred to in and part of the Short Form of Agreement between Owner and Engineer for Professional Services dated Engineer's Standard Hourly Rates A. Standard Hourly Rates: 1. Standard Hourly Rates are set forth in this Appendix 1 and include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overhead, non -project operating costs, and operating margin or profit. 2. The Standard Hourly Rates apply only as specified in Paragraphs 7.01 and 7.02, and are subject to annual review and adjustment. B. Schedule of Hourly Rates; Hourly rates for services performed on or after the Effective Date are: Design Tech II/Field Technician II 71 Drafter I/Field Technician III and IV 84 Drafter II/Field Technician V 96 Document Tech 120 Project Assistant I and II 134 CADD Designer /Field Supervisor 184 Engineer/Scientist 125 Staff Engineer/Scientist/Architect 140 Project Engineer/ Scientist/Architect 150 Senior Engineer/ Scientist/Architect 1 162 Senior Engineer/Scientist/Architect H 185 Principal Engineer/Scientist/Architect 1 232 Principal Engineer/Scientist/Architect ll 265 Engineer/Scientist Director 281 Appendix 1, Standard Hourly Rates Schedule EJCDC E-520 Short Corm of Agreement Between Owner and Engineer for Professional Services. Copyright 02009 National Society of Professional Engineers for EJCDC. All rights reserved. PaEe 1 This is Exhibit A, Scope of Basic Engineering Services, referred to in and part of the Short Form of Agreement between Owner and Engineer for Professional Services dated Scope of Basic Engineering Services Project Understanding The City recently developed a business case for the replacement of their utility billing system which showed that replacement is advantageous to the City. The City then developed the functional and technical requirements for the system, and now desires to undertake a formal system procurements process. Arcadis will assist the City with the procurements of the new utility billing system and related services by performing the following activities. Task 0. Project Management Arcadis will provide project management for the duration of this engagement. Arcadis will communicate the project accomplishments, upcoming activities, and project issues and risks, and also manage relevant project meetings and conduct regular update meetings. Arcadis will manage the review and approval process for project deliverables; written deliverables will be provided in a draft for the City's review, and Arcadis will finalize the deliverable based on City comments. Task 1. System Procurement Support Arcadis will manage the system selection and procurement activities for the project, which will include the following activities. RFP Development. Arcadis will prepare a Request for Proposals (RFP) for the new utility billing solution, and vendors will be required to develop a detailed proposal, including all product purchases and operating costs, implementation timetables, training models, and resource requirements. We will use templates and example RFPs that we have successfully used in other selection projects as the starting point and will then incorporate the City's specific procurement processes. While the system requirements form the core of the RFP, there are a number of other key questions that should be put to the software vendors, including: • Firm Qualifications • Vendor Personnel • Experience • Functionality to achieve "To -Be" vision. • Fit with functional and technical requirements • Technical architecture of proposed system • Implementation approach • Lifecycle cost Exhibit A, Scope of Basic Engineering Services Page 1 Proposal Process Arcadis will manage the distribution of the RFP and facilitate required pre -proposal meetings. We will work with City to address required proposal addenda. Proposal Evaluation Arcadis will prepare and distribute a proposal scoring worksheet to the City evaluation team, along with evaluation instructions. We will then compile the scoring results and facilitate a shortlist development workshop where the City selection team will develop group consensus on the vendor shortlist. Arcadis staff will also review the proposals and will provide evaluation comments as appropriate to make sure that no important details are left unconsidered. Software Demonstration and Selection Our team of seasoned utility billing professionals understands the specific implementation considerations and software features that must be focused on for the City to achieve a "best -fit" software selection. The software demonstrations are where the hard questions must be asked of the vendors and the Arcadis team knows where to focus inquiry to gain a complete understanding of the solution being proposed. Arcadis will schedule and assist City in conducting up to three product demonstrations/interviews with shortlisted vendors to include business and technical functionality, implementation approach and vendor specific questioning. Specific activities that we will perform include: • Prepare and issue a utility billing demonstration guidance document to short-listed vendors, including presentation questions developed from the proposal review and software demonstration scripts • Finalize demonstration evaluation worksheet forms and distribute the forms to the City selection team members • Schedule and facilitate utility billing demonstrations for the City selection team • Conduct reference check calls for shortlisted vendors and prepare a summary of the calls for submission to the City project team At the completion of all demonstrations, Arcadis will facilitate the final selection process. We advocate the use of facilitated decision workshops such that the final selection decision will be fact - based, verifiable, documented and conducted in a manner that all opinions are given consideration. Arcadis will assist City with the following activities, which will lead to the final vendor and software selection: Develop a comparative life -cycle cost of ownership for the shortlisted utility billing solutions. The life -cycle cost will consider items, such as one-time licensing fees, hardware costs and software installation services and annual software and hardware maintenance and support fees, administrative labor costs, and technology support costs. Help City to identify areas where additional due diligence is required and the confirmation activities required to investigate these areas. Confirmation may include detailed product use labs, reference site visits, and/or detailed documentation review. Assist the City selection team with the preparation of the final selection document. Exhibit A, Scope of Basic Engineering Services Page 2 Task 2. Contract Negotiation Support and Fit -Gap Analysis Arcadis will support City through the negotiation and execution of the utility billing vendor contract, including: Facilitate the development of the software vendor statement of work, including participating in up to 5 scoping sessions with City and the selected vendor. Review vendor statement of work, software licensing, service level agreements, maintenance, and support documents, and other related contractual document. We will then provide written comments to City. Arcadis' review will focus on technical architecture, work delivery, and scope elements of the agreement, and will not constitute legal advice. Upon finalization of the contract, Arcadis will support the City project manager with project planning and initiation activities, and will participate in the solution design and fit -gap process, including: • Facilitate software vendor on -boarding and kick-off activities. In conjunction with the City project manager, develop project management plan. • In conjunction with the City project manager, develop the initial integrated project work plan and schedule, and establish processes for the on -going update and maintenance of this work plan. The integrated project schedule will include activities to be performed by the vendor as well as City. Included in these procedures will be the process for tracking project earned value in conjunction with the vendor. • Develop the project risk management plan, including performing the initial project risk analysis. • Participate in vendor led system design meetings. Provide input to City concerning industry best practices and future state process design. • Review vendor provided design documents, and provide written comments to City. • Arcadis will work with the selected vendor to produce the solution Fit -Gap analysis. During this analysis, Arcadis will compare the vendor developed solution design to the systein requirements and needs of City. Arcadis will manage requirements traceability throughout the design process, and provide a requirements fit analysis to City, based on inputs from the software vendor designs. Schedule The activities defined above are anticipated to take up 8 months, dependent on the timing for the procurement process and fit -gap work. Arcadis will maintain a detailed project schedule and update it throughout the project execution. Exhibit A, Scope of Basic Engineering Services Pace 3 Budget The project will be completed on a time and materials basis for a total fee not to exceed the total indicated in the table below. Budgets for the tasks are estimated in the following table. Task Description Budget Hours Labor Expenses Total 0 Project Management 48 $111135 $1,000 $12,135 1 System Procurement Support 256 $44,410 $5,160 $49,570 2 Contract Negotiation Support and Fit -Gap Analysis 276 $46,910 $6,880 $53,790 Total 580 $102,455 $13,040 $115,495 Exhibit A, Scope of Basic Engineering Services Page 4 a Im