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HomeMy WebLinkAboutProfessional Services Agreement - Arcadis US Inc - Project Management for Utility Billing System1316 COUNTY -CITY BUILDING 227 W.JEFFERSON BOULEVARD SO[ JTH BEND_ INDIANA 46601-1930 Q 186 CITY OF # BEND PETE BUTTIGIEG, MAY IBOARD November 27, 2018 Amy Smitley Arcadis U.S., Inc. 150 W Market St., Suite 728 Indianapolis, IN 46204 RE: Professional Services Agreement Dear Ms. Smitley: PHONE 574/235-9251 FAX 574/235-9171 The Board of Public Works, at its meeting held on November 27, 2018, approved the above referenced agreement to provide project management for the Utility Billing System implementation in the amount of $410,210, total for fourteen (14) months. 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 SHORT FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of , 2018 ("Effective Date") between the City of South Bend, Indiana, by and through its Board of Public Works ("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 1 1'lli� S„ystlnip epicrnt gk)n SuplLo rt ("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. Based on the preliminary schedule provided by the software vendor, the project is expected to take 14 months. Arcadis services shall begin upon the commencement of the project with the software vendor. 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 maybe terminated; 1. For cause, EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for F.JCDC. All rights reserved. Ikalv 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.1.b. c. Notwithstanding the foregoing, this Agreement will not terminate as a result of a substantial failure under Paragraph 3.01.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 party 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 reimbursable 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 4.013 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 F.JCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright 0009 National Society of Professional Engineers for EJCDC. All rights reserved. Nee 2 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 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 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 Rill 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 expenses, including attorneys' fees, arising out of or resulting from any use, 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. Psaatar 3 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 patties. E. To the fullest extent permitted 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). 1f 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. 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 may employ such Consultants as Engineer deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. Whenever Engineer is entitled to compensation for the charges of Engineer's Consultants, those charges shall be the amounts billed by Engineer's Consultants to Engineer times a factor of 10 percent. 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. Paar 4 3. Engineer's Standard Hourly Rates are attached as Appendix 1. 4. The total compensation for services and reimbursable expenses is not to exceed $410,210. 7.02 Additional 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 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 B Aw�n_ "°" ,vim Title: Gary A. Gilot, President By: Title: SUsa na I ritrbei Mcl bcr Engineer: Arcadis U.S. Inc. By Title: Acn y�fi�fley, Associate is President By: Title: James A. Mueller, Member By: _ �JzAa6eih Title: A. Maradik, Member By; ... Title: Therese J.:D )rajas"'Member Attest: Title: I itida Martin,Clerk Date: � � 4 / ! _ ........._ Date: Engineer License or Firm's Certificate No, PE10200631 State of Indiana Address for giving notices: 227 West Jefferson Boulevard South Bend. Indiana 46601 Designated Representative (Paragraph 8.03.A): Al Greek Title: Director of Utilities Address for giving notices: 150 West Market Street, Suite 728 Indianapolis, IN 46204 Designated Representative (Paragraph 8.03.A): Amy E. Smitlev. PE Title: Associate Vice President 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. Paae 5 Phone Number: Phone Number: 317-231-6500 Facsimile Number: Facsimile Number: 317-231-6514 E-Mail Address: a reek southbendin. ov E-Mail Address: Am .Smitle arcadis.com EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright 02009 National Society of Professional Engineers for EJCDC. All rights reserved. J C D C %205� 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 Standard Hourly 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 H/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 I 162 Senior Engineer/Scientist/Architect II 185 Principal Engineer/Scientist/Architect I 232 Principal Engineer/Scientist/Architect II 265 Engineer/Scientist Director 281 Appendix 1, Standard Hourly Rates Schedule EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright V2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page I. 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 The City recently developed a business case for the replacement of their utility billing system which showed that replacement is advantageous to the City. Through a structured procurement process, the City then selected and entered into agreement with Systems and Software to acquire their EnQuesta software. Arcadis will assist the City with the management of this project to successfully implement a fully integrated utility billing system based on the EnQuesta solution by performing the following activities. Task 1. Project Management Arcadis will work with Systems and Software, the makers of EnQuesta, and act in consultation with the City to provide oversight to the utility billing system implementation. Arcadis will provide a project manager who will be responsible for the following management set -vices: Project Charter Development — work with the City and Systems and Software teams to create a project charter. The project charter will build on the information from prior project activities. The project charter will document the project objectives and deliverables and will assign resources and responsibilities to project activities. Kick -Off Meeting - participate in a kickoff meeting led by Systems and Software. Project Integration Management — develop, monitor, and maintain an integrated project plan using MS Project showing all project activities, with inputs from Systems and Software. Project Scope Management — manage overall project scope and identify to the City when a task is outside of scope. Institute a change management process and initiate this process when required to control project scope changes. The project change control strategy will define the procedures by which changes to the project scope are identified, documented, reviewed, and either approved or rejected. It will also define the process by which approved changes are estimated, budgeted and incorporated into the overall project workplan. The intent of the change control processes will be to ensure that scope changes are beneficial and that their impact on the project schedule and budget is analyzed before the change is undertaken. Project Cost Management — manage the financial performance of all project elements such that the project can be completed within the approved budget. Arcadis will be responsible for reviewing all Vendor monthly invoices and evaluating earned value claimed towards milestone payments. Project Human Resource Management — assume responsibility for the quality and integrity of all work of Arcadis's staff. Arcadis will monitor the Vendor and the City teams such that they are adequately staffed and utilized. Exhibit A, Scope of Basic Engineering Services 11aae $ Project Risk Management — institute a Risk Management Process that includes Risk Management Planning, Risk Identification, Risk Analysis and Risk Monitoring and Control. Maintain Project Documentation — publish and maintain all project documentation. This includes producing minutes at all meetings, maintaining all documentation of decisions, tracking of issues, and management of other project -related documentation and deliverables. Deliverables will be electronically deposited in a central repository for the capture and re -use of intellectual assets. All materials contained within the repository will become the property of the City. Arcadis will obtain sign -off from the City on all project deliverables. Arcadis has the ability to provide to the City a Microsoft SharePoint-based project management web site for use during the implementation project. Conduct Status Meetings and Develop Status Reports — manage relevant project meetings and will attend meetings arranged by the City. Regular meetings will include weekly project update meetings presentations to the City staff and software vendor. Develop Quality Assurance Plan — develop a quality assurance (QA) plan to address the specifics of the quality control (QC) process, including but not limited to exact dates for project QC activities, communication mechanisms, and QC report formats. Additionally, the relationship of QA activities with other project management processes will be defined, specifically risk management, resource planning, budget, schedule, change control, and testing. Conduct Deliverable Review and Sign -Off Process - in conjunction with the City and the software vendor, a process for deliverable review and sign off will be established. This process will be monitored by the project manager throughout the project for all deliverables such as requirements, design, build/configuration, testing, etc. The appropriate City personnel will be identified for sign off on all deliverables as well as the appropriate integrator team members. Specific information, discussions and decisions will be captured by the project management team in the sign -off templates and meeting minutes as agreed to with the City. Arcadis will be responsible for reviewing the Vendors' monthly invoice and evaluating earned value towards claimed milestone payments. Plan and Support System Cut -Over — review and provide input to the integrated cut -over plan developed by Systems and Software. The project manager will work both on -site at City office and remotely and will generally be on -site every other week or as project activities dictate. Task 2. Quality Control and Testing Arcadis shall assist the City with quality assurance testing of all solution components to test conversion data, product configuration, functionality, interfaces, reports, etc. prior to going live. For the put -poses of this statement of work, we have assumed that there will be functional, integration, and conversion testing, and one mock -cut over as defined in Systems and Software's scope of work. Arcadis will work with the software vendor to develop plans for these testing phases and will work with City staff to create testing processes and scenarios. City resources will execute the testing with support from the Arcadis testing team, and City will be responsible for final system acceptance. The following are the specific activities that the Arcadis testing team will pet -form: • Provide input to the software testing and acceptance plans. Exhibit A, Scope of Basic Engineering Services Niv 2 • Lead the development of testing cases, scripts, and data conversion auditing procedures, using template test scripts/scenarios provided by the software vendor. • For all testing phases, Arcadis will document identified defects and track the defects through resolution. • Provide input to cut -over checklists and monitor overall cut -over readiness. • Participate in one mock cut -over. Arcadis will monitor cut -over activities, support the data conversion auditing processes, and document lessons learned. Task 3. Technical Support Arcadis will provide the City with an experienced Technical Analyst to advise the City on as as - needed basis about the system architecture, data conversion, and integration for the new utility billing system. Working as a member of the technical team, Arcadis will: • Provide input to the data conversion and integration plans that will describe the approach, tools, required technical environments, roles and responsibilities, data auditing and reconciliation processes. • Monitor technical activities for the project. • Monitor- adherence to accepted conversion and integration strategies and plans. • Support data cleansing activities by performing data analysis in the conversion staging layer. • Review converted data. • Track conversion and integration issues through resolution. • Design data cleansing routines that are to be performed in the staging layer. • Manage data conversion auditing and acceptance processes. • Advise the City on designs for routines and programs to create data extract programs from the legacy databases. • Design, develop, and execute reports from the staging layer as needed to support data review and conversion auditing. • Coordinate between project team members. • Monitor progress on conversion and integration tasks. • Provide input to data conversion and integration testing plan and acceptance criteria. Schedule Based on the preliminary schedule provided by the software vendor, the project is expected to take 14 months. Arcadis services shall begin upon the commencement of the project with the software vendor. Exhibit A, scope or Basic Engineering Services r"aee 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 I Project Management 1,220 $206,660 $32,610 $239,270 .... . . . . .... 2 Quality Control and 740 $92,500 $100,750 Testina $8,250 31 � Technical Support ............ --- ... . ........... . 388 $64,700 $5,490 §70J-90 . ...... Total . .......... 2,348 . .................................. - $363,860 $46,250 $410,210 Exhibit A, Scope of Basic Engineering Services Ntge 4 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 11-21-18 Name Al Greek Department Utilities BPW Date 11-27-18 Phone Extension 4210 Required Prior to Submittal to Board Legal x Attorney Name x Controller review is required for all Contracts $5,000.00 or more Controller E:] and greater than one year in length per the City Purchasing Policy Purchasing x f- Check the A LJ Agreement xE1 Professional Services F-1 Bid Opening F-1 Quote Opening Chg Order No. Ease./Encroach. F-1 Other: Company or Vendor Name New Vendor MBE[WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract tropriate Item Type - El Contract � Amendment for All Submissions ...... . ..... . Proposal F-1 Bid Award ❑ Req. to Advertise F-1 Quote Award n C/O & PCA No. ❑ PCA El Traffic Control ❑ Resolution El Claim Reau:ired Information Addendum El Title Sheet Arcadis ..... ... .... .... . Yes F-1 If Yes, Approved by Pu rc ha s i n g xF] No F][-] WBE �F] Nos MBECompleted E-Verify Form Attached El Utility Billing System Implementation., ................... . Contractural Services Other (50% water 50% wastewater 641-0630-793-6335 �4-10,211 0 ... ............ 14 months --- 620-0640-657-3135 Purpose/Description Provide Project management for the Utility Billing, System Implementation For Change Orders O.n.!y, ..... ... . ... ........ . 7-1. . ... ....... Amount of ❑ increase Decrease Previous Amount $ Current Percent of Change: New Amount $ .............. Total Percent of Change: Time Extension: Dispersal After Approval Copy Original El F] F-1 R El R