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HomeMy WebLinkAboutProfessional Services Agreement - EmNet LLC - Hidden Revenue Locator for Water Readings1316 COUNTY -CITY BUILDING 227 W.JEFFERSON BOULEVARD NOI iTH BEND. INDIANA 46601-1830 CITY OF BEND PETE BUTTIGIEG, MAYOR PUBLICBOARD OF /R June 25, 2019 Luis Montestruque EmNet, LLC 121 S. Niles Ave., Suite 22 South Bend, IN 46617 RE: Professional Services Agreement Dear Mr. Montestruque;. PHONE 574/235-9251 FAX 574/235-9171 The Board of Public Works, at its meeting held on June 25, 2019, approved the above referenced agreement in the amount of $20,000 for a hidden revenue locator to analyze water meter readings to determine if meters are underreporting. Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to our office and retain a copy 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 GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU r r� ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE AGREEMENT BETWEEN Owner AND Engineer FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of, 019 ("Effective Date") between Board omf'Public Works, Owner of So th Berm 11 dlqna ("Owner") and EmNet, LLC ("Engineer"). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as follows: Hidden Revenue Locator -. Phase 1. ("Project"). Engineer's Services under this Agreement are generally identified as follows: Hidden Revenue, Locator .-- Phase 11 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. Contract is effective from June 24 2919 to December 6, 2019 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 6 months. If the actual time to 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 t complete construction exceeds the number of months indicated, then Engineer's period of service and its total compensation shall be appropriately adjusted. 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 30 days of receipt. If Owner fails to make any payment due Engineer for services and expenses within 30 days after receipt of Engineer's invoice, then the amounts due Engineer will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day. 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 will be credited first to interest and then to principal. 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 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 3.0I I.A. Lb. c. Notwithstanding the foregoing, this Agreement will not terminate as a result of a substantial failure under Paragraph 3.01.A.l.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; 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. Paee 2 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 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. 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 3 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. Insurance schedule is provided in attachment C E. 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. F. 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. G. 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. H. 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 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 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 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. I. 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 20,0(1) or the total amount of compensation received by Engineer, whichever is greater. J. 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. K. 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. 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 5 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 —Lump Sum A. Using the procedures set forth in Paragraph 2.01, Owner shall pay Engineer as follows B. Engineer's sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be a total fee of $20,QQQ. Project will be invoiced for the full lump sum amount of $20,000 at the time of dashboard delivery. 8.01 Scope of Work Section I. Understanding of Needs and Software Solution Details provided in attachment A Section II. Scope of Services A. One (1) time analysis of 10,000 meters. The 10,000 meters will be a mix of residential and non-residential meters, as agreed upon by Owner and Engineer. B. Maximum of 50 flags or total flags for meter under -registration issues (whichever is higher) — presented on an online dashboard with meter -level volume and revenue discrepancies to date, and monthly risk estimates C. Collaboration with Owners IT resources to set up a 1-time data transfer process for billing data. Historical data "dump" (from 2013 to current date) D. A unique login for the Client Portal, and organization -wide access E. 0.5-day Hidden Revenue Locator launch and User Training Workshop F. Consultation on investigation best practices and development of operational process flows for meter under -registration. G. Virtual presentations and meetings as required or desired Section III. Owner Responsibilities A. 4 years historical meter data in the format requested by Engineer B. Resources from Management, IT, and Customer Services (Operations and Billing), able to investigate metering flags C. Resources committed to investigating the 50 flags D. Information on current meter operation processes E. Previous meter test information with the associated historical meter data — 2017 and 2019 (if available) F. Owner will actively investigate the 50 flagged meters within 90 days and provide feedback to Engineer. 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. Pape 6 o A successful investigation of a flagged meter for meter under - registration is defined as a bench test or onsite field test that measures registration at low, medium, and high flows per AWWA M6 standards. Section IV. Forecasted Work Plan & Project Team Suggested Start Date Jelly l „ 0 �.9. Detailed work plan and project team in attachment B Section V. Phase 1 Transition A successful Phase 1 outcome occurs when the total revenue discrepancy associated with the correct flags identified is greater than the cost of service. Once Phase 1 success is validated, the transition to Phase 2 and all of Customer Metering Inaccuracies indicators on an ongoing basis will be planned. 9.01 Additional Terms A. Owner that all intellectual property rights used by Engineer in the performance of its services to the Owner are owned by Engineer. The Owner is permitted to use those rights to benefit from the services. B. Engineer acknowledges that the Owner is the owner of the data provided to Engineer. The Owner permits Engineer to use the data to provide the services, analyze and improve its services or for other internal purposes. C. The Owner and Engineer will keep confidential all documentation and information provided by the other during the performance of the services. D. Engineer is not responsible for the decisions made by the Owner based on the services provided by Engineer. 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. Paee 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. Owner: Owner of South Bend, Indiana Board of Public Works By: ' Title: President By: ... ........... j__ Title: Member By:mm:._ ................ Title: , Member By: Title: .......' ......................._.... Member Engineer: EmNet, LLC By: Luis Montestruque Title: President and CTO, EmNet, LLC Bywwww............_.....�..��.�.�.�................... Title: Member Attest: Title: 'lerk Date: Date: June 7„ 2019 Address for giving notices: Address for giving notices: 227 West Jefferson Boulevard 121 So. Niles Avenue, Suite 22 South Bend, Indiana 46601 South Bend, Indiana 46617 Designated Representative: Designated Representative: Kim Thompson Luis Montestruque Title: Assistant Director of Utilities Title: President and CTO, EmNet, LLC Phone Number: (574) 235-5969 Facsimile Number: (574) 235-9171 E-Mail Address: ktIioin ),�o (q�'s o t i I I i betidia1.1121 Phone Number: 574-855-1012 E-Mail Address: luis.montestruqueldxyleminc.com 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 8 ATTACHMENT A HIDDEN REVENUE LOCATOR SOFTWARE SOLUTION Meter Inaccuracies Diagnostic, for South Bend Water Works. Understanding of Needs South Bend Water Works is committed to gaining a better understanding of the performance of its estimated 38,000 water meters. Valor Water's Hidden Revenue Locator software solution offers a holistic approach to identifying problematic meters, enabling South Bend Water Works to implement a meter replacement program based off actual performance of each individual meter, and offers South Bend Water Works an opportunity to monitor their entire meter inventory in a way that was not available in the industry previously. Hidden Revenue Locator Valor Water Analytics ("Valor"), a smart water company and industry leader in the identification of apparent water loss, has created Hidden Revenue Locator (HRL), a leading edge software as a service ("SaaS") solution that helps our clients identify apparent water loss and make data -based decisions to reduce Non Revenue Water (NRW). There are 3 modules within HRL — Customer Metering Inaccuracies, Customer Leaks, and Customer Data Handling Inaccuracies. Based off conversations with South Bend Water Works, it is recommended to start off with Customer Metering Inaccuracies. The HRL Customer Metering Inaccuracies module will strengthen South Bend Water Work's operations in the following ways: • Identify and address water and revenue loss, at and behind the customer meter • Contribute to meter asset management • Help in the prioritization of meter replacement Support process improvement and efficiencies in operations & field services. Solution Description: Hidden Revenue Locator: The HRL SaaS solution uses several indicator categories to identify meters with apparently water loss issues and, once identified, `flags' those meters. These categories are listed below in Table 1. Reports of flagged meters are delivered to you via Valor's secure web -based client portal in the form of a dashboard (the "Client Portal") that is updated daily (for meters that have hourly data) and monthly (for meters with monthly reads). Water Works staff can log into the Client Portal to access the reports and direct them to the correct departments for back office or field - level issue investigation and resolution. 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 9 The Hidden Revenue Locator dashboard produces a report of identified apparent loss meters classified pg tjgg according to: * Hidden Revenue Type Estimated Revenue Discrepancy • Estimated Apparent Water Loss Volume 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 10 ATTACHMENT B FORECASTED WORK PLAN AND PROJECT TEAM WORK PLAN: Schematic below. A detailed project plan will be provided as part of Planning. *Create project plan. •Delivery billing, *Valor cleans and -Launch to client •Start investigating •Identify and secure meter and CIS data loads provided team available indicators. key resources. history. data. •User Training on «Continually •identify milestones •Delivery of meter •Valor tunes dashboards. monitor success. and assign replacement indicators to utility o Investigation provisional dates. schedule data. Process Refresher •Determine key information. Training. performance Delivery of rate metrics. schedules and •Confirm flag other relevant investigation materials. process. Project Team The key delivery resources from Valor for the pilot program are as follows: Christine E Boyle, Ph.D. —Executive Sponsor & Principal cNtl�isgne@pjorwvate alan1 Kristine Gali — Project Manager — kgali@valorwater.com Patrick Henthorn - Local PM p1tick.ltcl�tlta� iii�cltin.ctnl. Michael Okun — Data Integration Consultant trlokup alorwatterco 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. Page 11 ATTACHMENT C INSURANCE REQUIREMENTS The limits of liability for the insurance required by the Agreement. 1) Workers' Compensation: Statutory 2) Employer's Liability -- a. Each Accident $1,000,000 b. Disease, Policy Limit: $1,000,000 c. Disease, Each Employee: $1,000,000 3) Commercial General Liability -- a. Each Occurrence: $1,000,000 b. General Aggregate: $2,000,000 c. Products/Completed Operations: $1,000,000 d. Personal and Advertising $1,000,000 e. Contractual Liability— (i) Each Occurrence: $1,000,000 (ii) General Aggregate $2,000,000 4) Excess Umbrella Liability -- a. Each Occurrence: $2,000,000 b. General Aggregate: $2,000,000 5) Business Automobile Liability -- a. Bodily Injury, Each Accident: $1,000,000 b. Property Damage, Each Accident: $1,000,000 6) Professional Liability Insurance -- a. Each Claim Made: $1,000,000 b. Annual Aggregate: $1,000,000 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. Paee 12 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 6/13/14 Department Public Name Kint T omgson Works/Utilities BPW Date 6/25/19 Phone Extension 5.9.6 m_..........................—.................... ice: �wraH�iw11.mrMONGf; /HNM�,IIIIIIIIIIIIIIIINIINIINIIIIINWIVVIVIVIWNIIItt�I! + � Jx�,y�k,�,Wy,W,W,y,�,;{P4f4WVM ti N/ WIIWI� .._. Rcc er erg Pri0 � ..... _.,., r t._.o Submittal to Board BPW Attorney ® Attorney Name Clara McDaniels Dept. Attorney Ell Attorney Name Purchasing ❑ Check the Appropriate Item Type ................ Professional Services Agreement ❑ Contract Q Open Market Contract ❑ Amendment/Addendum ❑ Bid Opening ❑ Bid Award ❑ Quote Opening Quote Award ❑ Proposal Opening C/O & PCA No. E], Chg. Order, No. ❑, Traffic Control ❑ Other: Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Information All Submissions " Proposal Fj Special Purchase, QPA j Req. to Advertise Reject Bids/Quotes �j PCA Resolution E Ease./Encroach ❑ Title Sheei 1� n net, LLC Yes ❑ If Yes, Approved by Purchasing Z No MBE Completed E-Verify Form Attached El Yes ❑ WBE F] No Hidden Revenue Locator Water...Works,,,.......&M 620-0640-357-3102 $20,000 _Analyze water meter reading data to determine if meters are undereporting. For Ch4Me Qrdersw On. ly Amount of El increase $ ..... Decrease ($ ) Previous Amount $ Increase ....__ ........ ° ....... ......� ,, �...�. ... ,...�.� _ wm� ......... /o Current Percent of Change: Decrease /o) New Amount $ -� Increase % Total Percent of Change: Decrease Time Extension Amount:.... New Completion Date: