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HomeMy WebLinkAboutProfessional Services Agreement - American Structurepoint, Inc. - Renewable Fuel Standard Registration Assistancei CITY OF SOUTH BEND PETE BUTTIGIEG, MAY BOARD OF PUBLIC November 13, 2018 M. David Mohler American Structurepoint, Inc. 7260 Shadeland Station Indianapolis, IN 46256 RE: Professional Services Agreement Dear Mr. Mohler: PHONE 574/235-9251 Fax 574/235-9171 The Board of Public Works, at its meeting held on November 13, 2018, approved the above referenced agreement regarding renewable fuel standard registration assistance in the amount not to exceed $21,450. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Martin, Clerk Enclosure GARY A. GILOT SUZANNA M. FRITZBERG ELIZABETH A. MARADIK JAMES A. MUELLER THERESE J. DORAU EJCDCw�— ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES In this Agreement, "Owner" shall be read as "City." THIS IS AN AGREEMENT effective as of November 13, 2018 ("Effective Date") between Board of Public Works Cit of South. Bend Indiana ("Owner") and encan tz gtuil o tjt, ., ("Engineer"). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as follows: f 1np�yr'ble 1�IT�,S, drr� a `sil,atlCap'`.("Project"). Engineer's Services under this Agreement are generally identified as follows: gre's proppsal, attached as Exhibit_"A".) 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. C. If the Project includes construction -related professional services, then Engineer's time for completion of services is conditioned on the time for Owner and its contractors to complete construction not exceeding N/A months. If the actual time to complete construction exceeds the number of months indicated, then Engineer's period of service and its total compensation shall be appropriately adjusted. .mm Page I EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Socie of Professional En ineers for EJCDC. All rights reserved. 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 -3-9 35 days of receipt; If Ownl s-t �Rakc nypaymen,Pitineer F.-of r a "-pen ` t —r is"sirue in gee t -efer tut leaf-i"re , ' n�l1l�=tie�td � 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. Payments w+4-beet�e lit - '~ H+wApa1; 3.01 Termination A. The obligation to continue performance under this Agreement may be terminated: 1. For cause, a. By either party upon 30 days written notice in the event of substantial failure by the other party to perfonn 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 perfonn and a basis for tenmination. 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 3.0I I.A. Lb. c. Notwithstanding the foregoing, this Agreement will not terminate as a result of a substantial failure under Paragraph 3.0I I.A. La 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 party has diligently attempted to cure the same and thereafter continues Page 2 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Cogyrlght © 2008 Nalional Society of Professional Engineers for EJCDC. All ri hts reserved. 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 tennination 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 reimbursable expenses incurred through the effective date of tennination. 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 4.01.13 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 party, 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 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 assigmnent 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 .. ... ....... �...... Page 3 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Co vri ht 0 2008 National Soclety of Professional Engineers for EJCDC. All ri fits reserved. 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 means, 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 perfonning 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. Engineer neither guarantees the performance of any contractor nor assumes responsibility for any contractor's failure to furnish and perform its work in accordance with the contract between Owner and such contractor. Engineer is not responsible for variations between actual construction bids or costs and Engineer's opinions or estimates regarding construction costs. E. Engineer shall not be responsible for the acts or omissions of any contractor, subcontractor, or supplier, or of any of their agents or employees or of any other persons (except Engineer's own employees) at the Project site or otherwise furnishing or performing any construction work; or for any decision made regarding the construction contract requirements, or any application, interpretation, or clarification of the construction contract other than those made by Engineer. F. The general conditions for any construction contract documents prepared hereunder are to be the "Standard General Conditions of the Construction Contract" as prepared by the Engineers Joint Contract Documents Committee (EJCDC C-700, 2007 Edition) unless the parties agree otherwise. G. 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: (I)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 Page 4 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright ht © 2008 National SocieLy of'Profess onai Engineers for EJCDC. All rights reserved. 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 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. H. To the fullest extent permitted by Iaw, 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 a0 & or the total amount of compensation received by Engineer, whichever is greater. I. 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 performance 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. J. 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. Page 5 EJCDC E-500 Agreement Between Owner and Engineer for Professional services —Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 7.01 Basis of Payment —Lump Sum A. Using the procedures set forth in Paragraph 2.01, Owner shall pay Engineer as follows: 1. Hourly, not to exceed $21,450.00. B. The portion of the compensation amount billed monthly for Engineer's services will be based upon Engineer's estimate of the percentage of the total services actually completed during the billing period. C. Fees for optional services outlined in the Engineer's Proposal will be billed in accordance with this paragraph and Paragraph 2.01 at the rates provided in the Engineer's Proposal. 7.02 .ode itional Services: 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 shall be negotiated at the time the additional services are requested. Attachments: Appendix 1, Engineer's Standard Hourly Rates Exhibit A, Engineer's Proposal ---REMAINDER OF PAGE LEFT BLANK INTENTIONALLY --- Page b EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Socie of Professional En ineers for EJCDC. All ri hts rescrvcd. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. Owner: Engineer: City of South Bend, Indiana c Jm_ . ,�ri �,pr°tt�tt rct�a�ak Inca Board o Public _ors .IT._ Am eriwc By. Title: GaryA. Gilot, President Title: M. David Mohler Il, Vice Presr 'dent By.............. Title; Strzvtntrt M. Fritzberg, Mcn0wr By:. Title; Elizabeth A. Maradik, Member By:_.. _ .... �....... ......... Title: Therese J IJc i:tua, Member By: .. Title: James A. MUel[Cr,N/lemb . _-.-.._._ .. r•Member r `fir Attest:�r :.....� Title:",.(t,lto Martin, Clerk Date: )1113do �� Address I'or giving notices: 227 West Jefterson Boulevard South Bend, Indiana 46601 Designated Representative (Paragraph 8.03.A): Kara M. Boyles, Ph.D., P.E. Title: Citv Engineer Phone Number: Facsimile Number: (574)235-5933 (574)235-9171 Date: ' / A // Engineer License or Finn's Celli ticate No. State of: Indiana Address for giving notices: Willis R. Conner 7260 Shadcland Station Indiana poh� is Indiana 46256 Designated Representative (Paragraph 8.03.A): Jordan C. McCormack, P.E. -,North 1 e ?ional Services Mana u• Title: ........_._._- Phone Number: Facsimile Number: 574-287-2231 574-289-7105 E-Mail Address: kbo le southbendin.gov E-Mail Address: 'nice wnmck(e slrucctturc of ttwcoiu Page 7 EJCDC E-500 Agreement Behveen Owner and Engineer for Professional Services bh ghl �. 2008 National Societe of Professional Engineers for EJCDC. All rights reserved. C yri EXHIBIT A SECTION I: Proposed Scope of Services A. EPA. Convany and Facili Re istration Our team will assist the City with company and facility registrations for its MWTF anaerobic digester biogas production facility under Title 40, Part 80, Subpart M of the Code of Federal Regulations. We will facilitate the required engineering review of the Wastewater Treatment Plant digesters and the biogas purification facility and prepare the required registration forms to be submitted through the EPA's Central Data Exchange (CDX) system, based on information provided by the City. Additionally, we will assist the City in preparing the required registration packet and follow up with the EPA concerning any questions they may have related to the registration application. Once the engineering review report is completed, the registration packet can be assembled and submitted to EPA. It generally takes EPA 2-4 months to approve/activate the registration once the registration packet has been received. B. Steps in the renewable Fuel Standard f�" )-1° gi ti tion process include: 1. Collect required documentation (we will provide the City with a complete list of required documents upon engagement) a. Contracts/affidavits from each party taking title to the biogas b. Process description and block flow diagram c. Process heat fuel supply plan d. Gas quality analyses by third party laboratory, including raw digester gas and purified gas, as well as injection gas pipeline specifications 2. Draft engineering review report based on the latest EPA guidance after the above documents have been provided 3. Conduct engineering -review site visit and finalize engineering -review report (this report will generally be ready 2-3 weeks after completion of the site visit and receipt of all required document collection) 4. Prepare Renewable Identification Number (RIN) generation protocol detailing how monthly RIN quantities will be calculated, verified and generated S. Enter company and facility registration information into the CDX system 6. Assemble the registration package and send it to EPA Section 11: Additional Optional Scope Items (Performed by Weaver and for potential inclusion to the scope at a later date): A. RIN"-t gg it &ku lit As uranc lan MAP) _Verification Services 2017.02407 If requested by the City, personnel from Weaver, as an EPA -approved QAP auditor, will conduct its RIN-tegrity® QAP Verification Service procedures (hereafter, the "Verification") to detennine the accuracy, completeness, and validity of the RINs generated by South Bend on their MWFT biogas production facility. The Verification will be conducted in accordance with Weaver's RIN-tegrity® QAP Verification Service methodology and the requirements stated in the EPA's QAP final rule. Accordingly, our Verification will include quarterly reviews of your records and other procedures, including regular site visits we consider necessary to enable us to assess whether the RINs being generated are valid pursuant to the RFS regulations. When a RIN has been officially verified by an EPA -approved auditor, it is referred to as a "Q-RIN." The facility will need to pass Weaver's initial review before generating Q-RINs in EPA's Moderated Transaction System under Weaver's QAP. Our initial review includes an analysis of a prior quarter's production activities. Once the producer has demonstrated that all necessary EPA requirements are being adhered to, we then activate the producer's ability to generate Q- RINs for renewable fuel produced by the facility. B. EMTS Account Administration Services Weaver will assign a primary associate and at least one backup associate to work directly with South Bend to process all RIN transactions. The associates who would be providing EMTS account administration services to the company, as well as the Weaver management personnel supervising their activities, will need to associate with the company in the EPA's Central Data Exchange ("CDX") system. This association requires the written approval of the company's Responsible Corporate Officer ("RCO"). Although the assigned Weaver associates will have access to company's EMTS account, we recommend that appropriate South Bend employees maintain access to the account concurrently. As indicated above, the assigned associate would be responsible for processing all day-to-day RIN transactions and being the central point of contact for all inquiries. Data related to generating, selling, separating and retiring RINs, as applicable, will be provided by South Bend personnel. We will work with the company to streamline the delivery of the information needed. For any "buy" transactions, Weaver will review the appropriate documents received from the seller (product transfer documents, bills of lading, invoices, etc.) to ensure consistency with the information in EMTS and compliance with the RFS regulations. If it appears that the company's counterparty has uploaded information in EMTS that is inconsistent with available transaction information or the RFS regulations, or in the case of transferring RINs, is not going to confirm a company -initiated transaction timely, Weaver will contact the counterparty to request that they take action and notify South Bend, if necessary. C. Assistance with Ouarterly and Annual. Renortina In addition to EMTS account administration services, a Weaver associate can assist South Bend with preparing all EPA quarterly and annual reports, as applicable and required under Title 40, Part 80 of the Code of Federal Regulations. The reports would be submitted to an 2017.02407 appropriate company representative for approval. Once approved, either the Weaver associate assigned to service the company's account or a representative from South Bend will upload the reports to EPA via CDX. Per the RFS regulations, if a Weaver associate uploads the reports, the RCO for South Bend is required to send in an authorizing letter to EPA. Weaver will assist the RCO with this process. SECTION III: Estimated Fees Based on our understanding of your professional service needs, we propose to complete the initial RIN registration services for the hourly, not to exceed fee of $21,450.00. Fees for the optional services are provided below for your information. Optional Scone Items RIN-te rit ® QAP Verification Services $45,000-$50,000 $225-$375/per EMTS Administration week $475-$575/per RFS Reporting week 2017.02407 is fig AMER, CAN o STRUCTUREPOINT NC CATEGORY Appendix 1 Environmental Engineering Category Rates 2018-2019 Principal Senior Engineer Project Manager Project Engineer Staff Engineer Senior Tech nicianlDesigner Sr. Environmental Specialist Environmental Specialist Staff Scientist Senior Arch itectlPlanner Project Architect/Planner Staff Architect/Planner Registered Land Surveyor Survey Crew Chief Survey Crew Mem Resident Proj. Rep. Construction Inspector Senior IT Consultant IT Consultant Landscape Arch. Interns/Co-ops AdminlClerical Page I of 2 HOURLY RATE $300.00 $230.00 $215.00 $165.00 $110.00 $135.00 $190.00 $125.00 $85.00 $175.00 $140.00 $110.00 $165.00 $120.00 $75.00 $135.00 $100.00 $135.00 $100.00 $80.00 $70.00 $100.00 2017.02407 teNl at tr' t!r Weaver Partner or Equivalent $465 Director $400 �� Sr. Manager .. $360 Manager $250 Senior Associate _ $205 Associate $175 quasar Project Manager $145 Vice President1 $225 Page 2 of 2 2017.02407 Date Name BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM 1►"F71ilTai•'�8011-*] Jacob M. Klosinski Department Utilities - Wastewater BPW Date November 13, 2018 Phone Ex tension 574) 235-9496 �.. mm............ ._.._..._....... to B Required Prior to Submittal ... oar--m r" d .......... ......... �._. Legal Attorney Name Clara McDaniels Assistant,City Attorne Controller review is required for all Contracts $5,000.00 or more Controller ® and greater than one year in length per the City Purchasing Policy Purchasing ® Al Greek Director of Utilities _ Check the Appropriate Item Type — Required All Submissions Agreement Contract yyfor 0 Proposal 11Addendum ® Professional Services ❑ Amendment ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet Quote Opening El Quote Award �] Chg Order No. F] C/O & PCA No. PCA ❑ Ease./Encroach. ❑ Traffic Control Resolution F] Other: Claim Required Information Company or Vendor Name American Strurepoint, Inc. (Yes If Yes, Approved by Purchasing New Vendor ®No ❑ MBE El Yes MBE/WBE Contractor Completed E-Verify Form Attached ❑ WBE ❑ No Project Name Renewable Fuel Standard Reistration Assistance Project Number 118-054 FundingSource Utilities Sewa e Works/Wastewa � ...�n_ � ter, Enqineenng Account No. 641-0630-793-31-02 Amount $21,450.00 Terms of Contract _ Hourly, Not to Exceed See Contract for Scope) Purpose/Description _ _ ..... .... American Structurepoint will work with a team of consultants to provide assistance to certify and register the Cit of South Bend Wastewater Treatment Plant for its digester bio as production facility and RINs through the EPA Central Data Exchan e. For Change Orders OnI Amount of ❑ Increase $ �__.... ......... m .. Decrease $ Previous Amount $ INTER -OFFICE MEMORANDUM DEPARTMENT OF PUBLIC WORKS DIVISION OF UTILITIES TO: Members of the Board of Public Works Eric Horvath, Director of Public Works Kara Boyles, City Engineer Clara McDaniels, Board of Public Works Attorney FROM: Al Greek, Director of Utilities Jacob M. Klosinski, Assistant City Engineer SUBJECT: Agenda Request Form — Professional Services Agreement Renewable Fuel Standard Registration Assistance DATE: November 5, 2018 awiuium!wuwwuuu mammmoouuumoioiouuummirmmrmoimuuuuuumimiouumirmmuuuumomoo ioomuwi uuwwiuuwivarnuwuwww�uwwwuuuwuuwwwu�ummuwuwuwuwmmmwwwuuuuu wwwwwwwwwwwuww�n The Department of Public Works is requesting the Board of Public Works approval of a Professional Services Agreement with American Structurepoint to provide professional services to provide Renewable Fuel Standard Registration assistance. After reviewing the results of the Renewable Natural Gas (RNG) Value Feasibility Study, the Department of Public Works desires to register the Division of Utilities Wastewater Treatment Plant as a registered as a renewable fuel producer with the Environmental Protection Agency (EPA). Upon registration, the Department of Public Works will begin to produce and track Renewable Identification Numbers (RINs) for the biogas produced for transportation. The registration of the Wastewater Treatment Plant for the production of RINs provides the City of South Bend the ability to track, sell and exchange RINs through the EPA's Central Data Exchange system. The transactions and brokerage of the RINs in the future provide an opportunity for the Wastewater Treatment Plant to generate additional revenue toward operating costs depending on the market. The administration of RINs, record keeping, transactions, brokerage, and auditing of the RINs and the exchange of RINs is being reviewed internally. Administration may require the use of internal resources, additional of staff, or procurement of outside administrative services to assist with the maintenance and brokerage of RINs through the Central Data Exchange. Additional infrastructure will be considered to maximize the cost -benefit and rate of return on investment for improvements to the existing facilities. Options are described in the RNG Value Feasibility Study Report. The funding source for the Professional Services Agreement is Utilities, Sewage Works / Wastewater Engineering, Account (641-0630-793-31-02). If there are any questions regarding the subject project, please contact Al Greek (Ext. 4210) at the Division of Utilities or Jacob M. Klosinski (Ext. 9496) at the Division of Engineering.