HomeMy WebLinkAboutVeolia Water West Operating Services, Inc.CONSULTING SERVICES AGREEMENT BETWEEN
THE TOWN OF LOS ALTOS HILLS AND
VEOLIA WATER WEST OPERATING SERVICES, INC.
THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills
("Town") and Veolia Wa er West Operating Services, Inc. ("Consultant") (together sometimes referred to as
the "Parties") as of 7u 1, , 2013 (the "Effective Date").
Section 1. SERVICES, Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to Town the services described in the Consultant's Asset Management Renewal letter dated
April 22, 2013, and "Phase 2/Year 2" portion of the Implement Asset Management Program proposal dated
September 8, 2011, attached as Exhibit A — Scope of Services. In the event of a conflict in or inconsistency
between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on June 1, 2014, and Consultant shall complete the work described in the Asset
Management Renewal letter dated April 22, 2013, and in Implement Asset Management
Program proposal for "Phase 2/Year 2" in Exhibit A on or before that date, unless the term
of the Agreement is otherwise terminated or extended, as provided for in Section 8. The
time provided to Consultant to complete the services required by this Agreement shall not
affect the Town's right to terminate the Agreement, as referenced in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in a manner consistent with the level of care and skill ordinarily exercised by
other professionals providing the same services in the San Francisco Bay Area,
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that Town, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from Town of such desire of Town,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.1 above and to satisfy Consultant's obligations hereunder.
1.5 Public Works Requirements. Because the services described in Exhibit A include "work
performed during the design and preconstruction phases of construction including, but not
limited to, inspection and land surveying work," the services constitute a public works
within the definition of Section 1720(a)(1) of the California Labor Code. As a result,
Consultant is required to comply with the provisions of the Labor Code applicable to public
works, to the extent set forth in Exhibit C.
Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum not to exceed $17,300,
notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be
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performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the
Agreement shall prevail. Town shall pay Consultant for services rendered pursuant to this Agreement at
the time and in the manner set forth herein. The payments specified below shall be the only payments from
Town to Consultant for services rendered pursuant to this Agreement, Consultant shall submit all invoices
to Town in the manner specified herein. Except as specifically authorized by Town in writing, Consultant
shall not bill Town for duplicate services performed by more than one person.
Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this
Agreement is based upon Consultant's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. Town
therefore has no responsibility for such contributions beyond compensation required under this Agreement,
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following information:
■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,
etc.;
■ The beginning and ending dates of the billing period;
■ A Task Summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
■ At Town's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
■ The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder;
■ The Consultant's signature;
■ Consultant shall give separate notice to the Town when the total number of hours
worked by Consultant and any individual employee, agent, or subcontractor of
Consultant reaches or exceeds 800 hours within a 12 -month period under this
Agreement and any other agreement between Consultant and Town. Such notice
shall include an estimate of the time necessary to complete work described in
Exhibit A and the estimate of time necessary to complete work under any other
agreement between Consultant and Town, if applicable.
2.2 Monthly Payment. Town shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. Town
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
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2.3 Final Payment. Town shall pay the last 10% of the total sum due pursuant to this
Agreement within 60 days after completion of the services and submittal to Town of a final
invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to
this Agreement. Town shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering services pursuant to this Agreement.
Town shall make no payment for any extra, further, or additional service pursuant to this
Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on "Phase 2Near 2" compensation schedule attached hereto as
Exhibit B.
2.6 Reimbursable Expenses. No reimbursable expenses are specified in this Agreement,
Expenses not listed in Exhibit A and Exhibit B are not chargeable to Town. Reimbursable
expenses are included in the total amount of not to exceed compensation provided under
this Agreement,
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the Town or Consultant terminates this
Agreement pursuant to Section 8, the Town shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date. .
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Consultant shall, at its sole cost and expense, provide all
facilities and equipment that may be necessary to perform the services required by this Agreement.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
amounts of insurance listed below against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
provide proof satisfactory to Town of such insurance that meets the requirements of this section and under
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forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to
the Town. Consultant shall maintain the insurance policies required by this section throughout the term of
this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not
allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance
required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town.
Verification of the required insurance shall be submitted and made part of this Agreement prior to
execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers'
Compensation Insurance and Employer's Liability Insurance shall be provided with limits of
not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self-
insurance program to meet those requirements, but only if the program of self-insurance
complies fully with the provisions of the California Labor Code. Determination of whether a
self-insurance program meets the standards of the Labor Code shall be solely in the
discretion of the Contract Administrator. The insurer, if insurance is provided, or the
Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation
against the Town and its officers, officials, employees, and volunteers for loss arising from
work performed under this Agreement.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities contemplated under
this Agreement, including the use of owned and non -owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
"occurrence" basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any auto).
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy;
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a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims -made basis.
b. Town, its officers, officials, employees, and volunteers are to be covered
as additional insured as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant
C. For any claims related to this Agreement or the work hereunder, the
Consultant's insurance covered shall be primary insurance as respects
the Town, its officers, officials, employees, and volunteers to the extent
permissible. Any insurance or self-insurance maintained by the Town, its
officers, officials, employees, or volunteers shall be excess of the
Consultant's insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state
that coverage shall not be canceled, except after 30 days' prior written
notice has been provided to the Town. Consultant's earliest possible
opportunity and in no case later than five (5) working days after
Consultant is notified of the change in coverage.
4.3 Professional Liability Insurance.
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than $1,000,000 covering the licensed professionals' errors and
omissions.
4.3.2 Claims -made limitations. The following provisions shall apply if the professional
liability coverage is written on a claims -made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with another
claims -made policy form with a retroactive date that precedes the date of
this Agreement, Consultant shall purchase an extended period coverage
for a minimum of five years after completion of work under this
Agreement.
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4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A -:VII. Should any
CONSULTANT'S insurers' ratings change during the middle of a policy year,
CONSULTANT has until the policy renewal date to remedy the situation.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish Town with complete copies of all policies delivered to
Consultant by the insurer required herein, including complete copies of all
endorsements attached to those policies.
4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose the self-
insured retentions and deductibles before beginning any of the services or work
called for by any term of this Agreement. At the option of the Town, either: the
insurer shall reduce or eliminate such deductibles or self-insured retentions as
respects the Town, its officers, employees, and volunteers; or the Consultant shall
provide a financial guarantee satisfactory to the Town guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting"
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which
any insurer or contractor may require from Consultant by virtue of the payment of
any loss. Consultant agrees to obtain any endorsements that may be necessary
to affect this waiver of subrogation. Town hereby agrees to waive subrogation
pertaining to property insurance.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the consultant, its employees,
agents, and subcontractors.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.5 Remedies. In addition to any other remedies Town may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, Town may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies Town may have and are not the exclusive remedy for
Consultant's breach:
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■ Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
■ Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
■ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall, to the
fullest extent allowed by law, with respect to all Services performed in connection with this Agreement,
defend with counsel acceptable to Town, indemnify, and hold Town, its officers, employees, agents, and
volunteers, harmless from and against any and all claims to the extent they arise out of, pertain to, or relate
to the negligence, recklessness, or willful misconduct of the Consultant, ("Claims"). Consultant will bear all
losses, costs, damages, expense and liability of every kind, nature and description to the extent they arise
out of, pertain to, or relate to such Claims, whether directly or indirectly ("Liability"). Such obligations to
defend, hold harmless and indemnify the Town shall not apply to the extent that such Liabilities are caused
by the sole negligence, active negligence, or willful misconduct of the Town.
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any
type of express or implied indemnity against the Indemnitees.
Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by
California Civil Code section 2783, as may be amended from time to time, such duties of Consultant to
indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
Consultant's liability to the Town pursuant to this Agreement, in addition to the value of the insurance, shall
not exceed the amount of $34,600 (two times service fee). Under no circumstances shall Consultant
be liable to the Town for consequential or punitive damages. However, the Consultant's indemnification,
defense, and hold harmless obligations to the Town as to any liability the Town may have to third parties
shall not be limited.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of Town. Town shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise Town shall not have the right to control the means by which
Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding
any other Town, state, or federal policy, rule, regulation, law, or ordinance to the contrary,
Consultant and any of its employees, agents, and subcontractors providing services under
this Agreement shall not qualify for or become entitled to, and hereby agree to waive any
and all claims to, any compensation, benefit, or any incident of employment by Town,
including but not limited to eligibility to enroll in the California Public Employees Retirement
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System (PERS) as an employee of Town and entitlement to any contribution to be paid by
Town for employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as Town may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind Town to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws and regulations applicable to the performance of the work hereunder, including but
not limited to, the California Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademark law. Consultant's Failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall constitute a breach
of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which Town is bound by the terms
of such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to Town that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to Town that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from Town.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
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Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement,
Section B. TERMINATION AND MODIFICATION.
8.1 Termination. Town may cancel this Agreement at any time and without cause upon
written notification to Consultant.
Consultant may cancel this Agreement upon thirty (30) days' written notice to Town and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; Town, however, may condition payment of
such compensation upon Consultant delivering to Town any or all documents,
photographs, computer software, video and audio tapes, and other materials provided to
Consultant or prepared by or for Consultant or the Town in connection with this
Agreement.
8.2 Extension. Town may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if Town grants such an extension, Town shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, Town shall have
no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontracting Town and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to Town for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator, Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between Town and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, Town's remedies shall include, but not be limited to, the following:
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8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the costs to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
Town would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
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9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the Town. Consultant hereby agrees to deliver
those documents to the Town upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the Town and are
not necessarily suitable for any future or other use. Town and Consultant agree that, until
final approval by Town, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the Town under this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the Town. Under California Government Code Section 8546.7, if the amount of public
funds expended under this Agreement exceeds $10,000.00, the Agreement shall be
subject to the examination and audit of the State Auditor, at the request of Town or as part
of any audit of the Town, for a period of 3 years after final payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
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10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Santa Clara or in the United States District Court
for the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement,
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of Town or whose business, regardless of location, would place
Consultant in a "conflict of interest," as that term is defined in the Political Reform Act,
.codified at California Government Code Section 81000 et seq.
Consultant shall not employ any Town official in the work performed pursuant to this
Agreement. No officer or employee of Town shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 12 months,
an employee, agent, appointee, or official of the Town. If Consultant was an employee,
agent, appointee, or official of the Town in the previous twelve months, Consultant
warrants that it did not participate in any manner in the forming of this Agreement.
Consultant understands that, if this Agreement is made in violation of Government Code
§1090 et seq., the entire Agreement is void and Consultant will not be entitled to any
compensation for services performed pursuant to this Agreement, including reimbursement
of expenses, and Consultant will be required to reimburse the Town for any sums paid to
the Consultant. Consultant understands that, in addition to the foregoing, it may be subject
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to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will
be disqualified from holding public office in the State of California,
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Richard Chiu
("Contract Administrator"), All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Animesh Irkulla.
Veolia Water West Operating Services, Inc.
2300 Contra Costa Boulevard, Suite 350
Pleasant Hill, CA 94523
Any written notice to Town shall be sent to:
Richard Chiu Jr.
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
10.11 Professional Seal. Where applicable in the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled
"Seal and Signature of Registered Professional with report/design responsibility," as in the
following example.
Seal and Signature of Registered Professional with
report/design responsibility,
10.12 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B, and C represents the entire and integrated
agreement between Town and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
Exhibit A
Scope of Services
Exhibit B
Payment Schedule
Exhibit C
Public Works Requirements
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10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
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The Parties have executed this Agreement as of the Effective Date.
TOWN OF LOS ALTOS HILLS
Q6A Q ,
Town Manager
Attest:
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Approved a Form:
9
Steven T. MWas, Town Attorney
1071914.1
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Consulting Services Agreement between
Town of Los Altos Hills and Veolia Page 14 of 14
EXHIBIT A
SCOPE OF SERVICES
Consulting Services Agreement between [EFFECTIVE DATE]
Town of Los Altos Hills and Veolia Exhibit A Page 1 of 1
(DVEOLIA
WATER
April 22, 2013
Mr. Richard Chiu Jr.
Public Works Director
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Subiect: Asset Management Contract Renewal
Dear Mr, Chiu;
This letter contains the quotation of Veolia Water West Operating Services, Inc. (Veolia
Water), for the renewal of Asset Management program for the Town of Los Altos Hills.
Our quotation is based on our extensive understanding of your facilities through our
successful operations in 2011 and 2012 and as demonstrated in our current operations,
Veolia Water .is committed to delivering the Town the best value for this project. The 2013
scope of contract consists of the previous year's scope for asset information development
and two additional items as described below.
• Field Data Collection: This task includes gathering information of the manhole depth
and the pipe inverts while performing the routine 0&M work on an as -needed basis.
• Coding Historical Video Data. This task involves defect coding to NASSCO PACP
standards the past 5 years of CCN data (considering that it is digitized) after
evaluation of the data. This data will be useful in the criticality study.
Price Proposal
Veolia's price to perform the scope of work described above is predicated on several
assumptions:
1. The contract term of the existing O&M Agreement (Agreement), will coincide with and
include all of the work described in this letter.
Veolia Water West Operating Services, Inc.
2300 Contra Costa Boulevard, Suite 350, Pleasant Hill, CA 94523
TELEPHONE: 926.681.2304 — FAX 925.68 1.2306
www.veoiiawatema.com ,,
2. The Agreement's general terms and conditions will remain substantially as they are
while incorporating the new elements as discussed above. Additional material changes
to the T's and C's from the Town will require Veolia to review the pricing and may
cause it to change.
Veolia's annual price to provide all of the services described within this letter is:
- Current scope of contract - $ 14,300
- Additional scope (as -needed)
o Field data collection for pipe inverts - $20/MH
o Defect codification of historical data - $0.17/LF
Veolia Water is pleased to provide you with this quotation submittal and should you have
any questions or require additional information, feel free to call me at (408) 621-8721
Sincerely,
Animesh Irkulla
Manager, Asset Management
Veolia Water West Operating Services, Inc.
V6OIJA
WAMh
EXHIBIT C
PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS
PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ.
HOURS OF WORK:
A. In accordance with California Labor Code Section 1810, 8 hours of labor in performance of the
services described in Exhibit A shall constitute a legal day's work under this contract,
B. In accordance with California Labor Code Section 1811, the time of service of any worker
employed in performance of the services described in Exhibit A is limited to eight hours during
any one calendar day, and forty hours during any one calendar week, except in accordance with
California Labor Code Section 1815, which provides that work in excess of eight hours during any
one calendar day and forty hours during any one calendar week is permitted upon compensation
for all hours worked in excess of eight hours during any one calendar day and forty hours during
any one calendar week at not less than one -and -one-half times the basic rate of pay.
C. The Consultant and its subcontractors shall forfeit as a penalty to the Town $25 for each worker
employed in the performance of the services described in Exhibit A for each calendar day during
which the worker is required or permitted to work more than 8 hours in any one calendar day, or
more than 40 hours in any one calendar week, in violation of the provisions of California Labor
Code Section 1810 and following,
WAGES:
A. In accordance with California Labor Code Section 1773.2, the Town has determined the general
prevailing wages in the locality in which the services described in Exhibit A are to be performed
for each craft or type of work needed to be as published by the State of California Department of
Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the
Town Public Works Office and shall be made available on request. The Consultant and
subcontractors engaged in the performance of the services described in Exhibit A shall pay no
less than these rates to all persons engaged in performance of the services described in Exhibit
A.
B. In accordance with Labor Code Section 1775, the Consultant and any subcontractors engaged in
performance of the services described in Exhibit A shall comply with California Labor Code
Section 1775, which establishes a penalty of up to $50 per day for each worker engaged in the
performance of the services described in Exhibit A that the Consultant or any subcontractor pays
less than the specified prevailing wage. The amount of such penalty shall be determined by the
Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or
neglect of the Consultant or subcontractor in failing to pay the correct rate of prevailing wages, or
the previous record of the Consultant or subcontractor in meeting applicable prevailing wage
obligations, or the willful failure by the Consultant or subcontractor to pay the correct rates of
Consulting Services Agreement between [EFFECTIVE DATE]
Town of Los Altos Hills and Veolia--Exhibit C Page 1 of 3
prevailing wages, A mistake, inadvertence, or neglect in failing to pay the correct rate of
prevailing wages is not excusable if the Consultant or subcontractor had knowledge of their
obligations under the California Labor Code. The Consultant or subcontractor shall pay the
difference between the prevailing wage rates and the amount paid to each worker for each
calendar day or portion thereof for which each worker was paid less than the prevailing wage
rate. If a subcontractor worker engaged in performance of the services described in Exhibit A is
not paid the general prevailing per diem wages by the subcontractor, the Consultant is not liable
for any penalties therefore unless the Consultant had knowledge of that failure or unless the
Consultant fails to comply with all of the following requirements:
The contract executed between the Consultant and the subcontractor for the
performance of part of the services described in Exhibit A shall include a copy of the
provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815.
2. The Consultant shall monitor payment of the specified general prevailing rate of per diem
wages by the subcontractor by periodic review of the subcontractor's certified payroll
records.
3. Upon becoming aware of a subcontractor's failure to pay the specified prevailing rate of
wages, the Consultant shall diligently take corrective action to halt or rectify the failure,
including, but not limited to, retaining sufficient funds due the subcontractor for
performance of the services described in Exhibit A.
4. Prior to making final payment to the subcontractor, the Consultant shall obtain an
affidavit signed under penalty of perjury from the subcontractor that the subcontractor
has paid the specified general prevailing rate of per diem wages for employees engaged
in the performance of the services described in Exhibit A and any amounts due pursuant
to California Labor Code Section 1813.
C. In accordance with California Labor Code Section 1776, the Consultant and each subcontractor
engaged in performance of the services described in Exhibit A shall keep accurate payroll
records showing the name, address, social security number, work, straight time and overtime
hours worked each day and week, and the actual per diem wages paid to each journeyman,
apprentice, worker, or other employee employed in performance of the services described in
Exhibit A. Each payroll record shall contain or be verified by a written declaration that it is made
under penalty of perjury, stating both of the following:
The information contained in the payroll record is true and correct.
The employer has complied with the requirements of Sections 1771, 1811, and 1815 for
any work performed by the employer's employees on the public works project.
The payroll records required pursuant to California Labor Code Section 1776 shall be certified
and shall be available for inspection by the Owner and its authorized representatives, the
Consulting Services Agreement between [EFFECTIVE DATE]
Town of Los Altos Hills and Veolia--Exhibit C Page 2 of 3
Division of Labor Standards Enforcement, the Division of Apprenticeship Standards of the
Department of Industrial Relations and shall otherwise be available for inspection in accordance
with California Labor Code Section 1776,
D. In accordance with California Labor Code Section 1777.5, the Consultant, on behalf of the
Consultant and any subcontractors engaged in performance of the services described in Exhibit
A, shall be responsible for ensuring compliance with California Labor Code Section 1777.5
governing employment and payment of apprentices on public works contracts.
E. In case it becomes necessary for the Consultant or any subcontractor engaged in performance
of the services described in Exhibit A to employ for the services described in Exhibit A any
person in a trade or occupation (except executive, supervisory, administrative, clerical, or other
non manual workers as such) for which no minimum wage rate has been determined by the
Director of the Department of Industrial Relations, the Consultant shall pay the minimum rate of
wages specified therein for the classification which most nearly corresponds to services
described in Exhibit A to be performed by that person. The minimum rate thus furnished shall be
applicable as a minimum for such trade or occupation from the time of the initial employment of
the person affected and during the continuance of such employment.
1742785.1
Consulting Services Agreement between [EFFECTIVE DATE]
Town of Los Altos Hills and Veolia--Exhibit C Page 3 of 3
EXHIBIT A
SCOPE OF SERVICES
Consalbng Services Agreement between [EFFECTIVE DATE]
Town of Los Altos Hills and Veolia Exhibit A Page 1 of 1
Submitted to:
MTown of Los Altos Hills,
California
Proposal
Implement
Asset Management Program
September 8 12011
no Iatomia6on Contained on each page of Oft doaar*ntwhich has been clamped vft the legend. "C=;ny CmGdeadal - Trade Secret and
PrOPMNy Infom UO" -- VWM WaW m.coMdet�sl and propdetary Information whkh alas a trade secret or Veolla WOW West
Cparet % Services, Ina, VwM WOW Norlh Amerke • West, LLC and Veotia Wamr North MwtW Opw.*g Services, LLC (Veob Wa".
Veoim WaW asserm a buMnm OM11doftilly d*n covering all data and Infbmialm contained on each pege of #6 documerd treadng this .
legend. No such dam and Information shat be disclosed ouMdo of the agency tD Wft this document has been submtited or be duptieafed,
used or diecloeed, fn Wage or in part, far arty pupae oiher than tD evaluate this dominent.
Qvr=OL1A
�"' WATER
(i)VEOLIA
W.90"RSR
September 8, 2011
Mr. Richard Chdu
Public Works Director
Town of Los Abe Hiils
28379 Fremont Road
Los Altos Hilo, Caftmia 94022
ll ' L C .'l L
Dear Mr. Chiu:
Voolla Watier Wont Opsrating Services, Inc. (Vectra Water) is pleased to submit the
attached proposal to the Town of Los Altos Hills to provide and deploy a GIS -based
Asset Management system. This proposal bu&b on the services we have been
providing to Los Altar Hills since 2010 under the Sankwy Sewer System Operations
and Maintenance project.
The key benefits of the services we propose to provide include:
1. A programmatic strategy to implernent and deploy tlne Asset Management
software, which would include a systematic, -deliberate, proactive approach by
applying simple Informa*n management system tools to plan, implement and
schedule work progress.
2. Providing the Town with the beneft of our firm's experience in software and
hardware installation, paired with our ability to be responsive by providing
continuous technical support and training workshops to establish a cohesive
working relatlonship with the Town.
3. Offering specific .Underground Asset Management (UCAM) experience and
Infonnadon to quickly focus deployment activities without the -costly ramp -up of
"getting to know the system and the sottwars.'
Additional scope items provided under this proposal include database conversion,
Implementation, training, malnfenance and support of the asset management sollwares
and ongoing work management for CCN inspections; condition assessments; criticality
and risk analysis; planning and scheduling; issuing, tracking and. dosing of work orders;
performance and metric iraddnb fm support the Town's sanitary sewer infrastructure
inspection, -work management.and asset management objeoffm
To ensure appropriate .responsiveness, this project will be led by Animesh Idwb and
Implemented by experienced staff in the Bay Area. They will be supplemented by
regional and national staff as necessary to ensure adequate Implementation and
execution of this phase's scope of work.
As the President of Veolla Water in the West, .1 executed this Proposal submittal and
have the authority to commit our flan to any contract that results from this'procunament
VWWWATMWWWWM6 rare.
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Mr. Rk hard Chlu. Public Wbtlts Okwipr
Town of Los Abs H k Callbmla
Seplember b, 2011
Page 2
process. We have prepared aur Proposal to Campiy with the requirements of your
Request for Proposal. Our contact ibr this procurement wilt be:
Mr. Ank sh Irlalis, Manager, Asset Management
Veolla Water bleat Operating services, Inc.
2300 Contra Costs Boulmrd, Suite 350
Pleasant Wil, CA 94523
Telephone: 90/771-7214 - Fox on/661-0236
E-mail: anlmesh.IrkttilaOveoilawatemaxorn
I lnv. you W=ntact Mr. Waite. or rale should you have any questions regarding this
-quota ora 'tubriri(ttAl,, or T you- ra' boy- addtkloonel Wormation. We very much look
forwa rd to your rsvkiw Of tbia subffftil, and to the mart steps in this procurement
Proms.
Proposal to Implement Asset Management Program
Qw
WVEOLIA
WAT-GR
LOS ALTOS HILLS SANITARY SEWER SYSTEM
PROPOSAL TO IMPLEMENT ASSET MANAGEMENT
PROGRAM
What is Asset Management: Asset Management is a systematic approach to manage
the assets of the system that can assist the utility with making better decisions on
managing these aging assets. The purpose ofAsset Management is to ensure the long
term sustainability of the water or wastewater utility and to help the utility to make better
and timely decisions on when it is .appropriate to repair or rehabilitate assets and to
develop a long-term funding strategy.
Benef its ofAsset Management~, The benefits include but are not limited to —
1. Better operational decisions and improved service reliability
2. Ability to plan for asset repairs and alleviate costly reactive maintenance
3. Increased knowledge of the attributes of the physical assets to improve long-
term planning
4. Ability to make long-term funding decisions for capital improvement projects
that meet the true needs of the system
5. More efficient operations and reduced costs.
Core Components ofAsset Management: Veolia Water has devised a comprehensive
approach and has identified four core components for implementing Asset Management
at a utility. They are —
1. Asset Inventory and GIS Management
2. Level of Service
3. Criticality Assessment
4. Life Cycle Costing and Long Term Funding Strategy for Capital Improvement
Figure 1: Veolia Water Asset Management Program
- 1 -
Stane1v
.. Lite Cycle
stage ill
Plantdng
. i by «(.f«Im1A.i.t.rH.««.wJ.MNMfY.Yw
Assts
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Asst Invedpy
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Figure 1: Veolia Water Asset Management Program
- 1 -
Asset Management at the Town of Los Altos Hills.- Veolia Water will implement an
Asset Management program in two phases at the Town of Los Altos Hills.
PHASE 1: SPATIAL ASSET INVENTORY DEVELOPMENT, INFONET
DEPLOYMENT & TRAINING.
This phase will be carried from the start of the contract and will consist of the following
activities:
1. Database Conversion
Establishes Spatial Asset Inventory Database
In this phase the existing Autocad files will be converted to ESRI GIS database and
spatially Georeferenced to the NAD 1983 state plane California 3 system. It is assumed
that the CAD database is the most current inventory of the underground assets for the
Town, and a spatial GIS database will be developed using .the CAD as a starting point.
After the conversion has been made InfoNet's validation tool shall be used to determine
any missing information in the asset attribute fields and any network connectivity issues.
This list shall be provided to the Town and an estimate of future asset development needs
shall be determined, for example manual entry from as-builts, import of asset attribute
information in excel or other access database format. Table 1 below identifies the
individual components associated with this task.
Table 1: Task Description
The figure below shows the asset attribute information from the CAD files. Its attributes
do not relate to the asset but to a specific CAD feature for example the pipe size is
indicated as `LineWt' and shape as `Polyline Z. During the conversion process these
attributes will be classified to the accurate and appropriate data field in GIS and further in
InfoNet.
-2-
Expected Completion
Task
Description
(from the start of
Deliverable .
contract
Convert collection system asset from CAD database
1
to SSRI geodatabase
2 months
Attribute data population from CAD/electronic files to
2
GIS point and linear features table
3 months
Create new structure objects for stub/cap locations
3
and add unique ID's where necessary
3 .months
GIS
geo�iatatiase
Asset numbering and naming of pipes/manholes
base map
4
and Dumv stations
3 months
Combine all layer features and apply cartographic
5
configurations .
3 months
Acquire base GIS layers from Santa Clara County
6
and extract Los Altos Hills GIS base data
2 months
The figure below shows the asset attribute information from the CAD files. Its attributes
do not relate to the asset but to a specific CAD feature for example the pipe size is
indicated as `LineWt' and shape as `Polyline Z. During the conversion process these
attributes will be classified to the accurate and appropriate data field in GIS and further in
InfoNet.
-2-
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.Figure 2. AutoCAD Asset Attributes
.2. InfoNet Deploymet
InfoNet is the program that Veolia Water will utilize for implementing an asset
management program at the Town. The program is awned and developed by Innovyze
which is a leading global provider of wet infrastructure business analytics software
solutions designed to meet the technological needs of water/wastewater utilities,
government industries and engineering organizations
InfoNet enables users to manage, integrate, validate, analyze and report on their network
data to provide accurate and up -to date information on the underground assets and report
on network infrastructure performance. InfoNet allows the integration of information on
many different levels and data sets including GIS, SCADA, field data systems, hydraulic
modeling and allows all the functionality of a generic GTS and asset management system
and has the advantages of being designed with the specific needs of water, storm and
wastewater network operators in mind. Veolia Nater has many years of experience of
using WoNet as an asset management software for its clients across the nation, including
the following uses:
1. Store, validate, review, edit and clean all infrastructure asset data
2. Provide any significant changes to the network, record network events and
manage any rehabilitation work
3. .Improve both planning and operational decision -malting
4. Increase the value and use of spatial data
-3-
Table 2: Task Description
Task
Description
Expected Completion
(from the start of
Deliverable
contract)
Import GCS data Into InfoNet environment
3 months
InfoNet
baseline
database
network
2
Apply validation tools and review, edit and clean all
Infrastructure asset data
1. 3 months
The spatial data will be manually captured and digitized in InfoNet and validated for any
connectivity issues or missing attributes. These two steps are the foundation for the asset
management program and having a verified and completed network will preserve all
important asset attribute data
For example, Figure 3 shows the pipe attribute information that InfoNet can store in its
database. As mentioned earlier most ofthis information is available in different attribute
fields in the CAD database and hence the conversion of this database requires carefully
analyzing the dataset.and mapping the information accurately when imported into
InfoNet.
The validation tools in InfoNet will ensure that any network connectivity issues are
resolved i.e, all pipes are connected and the attributes are accurately assigned to the
correct fields.
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Figure 3: Pipe Attribute Information In ItVoNet
-4-
3. Historic Asset Data Integration
Provides Crucial Information to Target O&MImprovements and to Understand Sewer
System Condition PrionWes
A good Asset Management program begins by building the foundation i.e. developing an
asset inventory warehouse. As mentioned earlier the CAD data will be the starting point
to build the asset inventory for the Town's underground assets, future expansion of the
asset inventory will be further evaluated based on the amount of information that has
been converted from the CAD files and discussions with the Town. Any historic data
stored in electronic access database tabular format - like GIS, MS Access and Excel can
be imported into InfoNet however due to the nature of the file sharing the data stored in
PDF or word document cannot be extracted and imported into InfoNet. In addition to
integrating historic information Veolia Water can also import any digitized historic TV
data.
4. InfoNet Procurement & Training
VeoRa proposes three applications of the .Asset Management software
1. InfoNet Suite — will be run and operated by Veolia staff.
2. InfoNet Mobile — InfoNet Mobile is a module of InfoNet Suite, and will provide
the Town with a complete `office -field -office' solution. It uses mobile technology
to link the various field work, Veolia will provide notebooks to the field staff and
install a mobile application of the software that will enable field crew to complete
their scheduled work orders. Veolia will be involved in the training of the field
technicians to use these mobile applications. The completed work orders will then
be uploaded and synchronized to Veolia's master database located in our Network
Operating Center (NOC) in Milwaukee, WI. Veolia Water staff will plan and
assign work tasks from the office, schedule and dispatch tasks straight into the
mobile notebooks and this will ensure the double handling of the data and will
make the field data input faster, easier, less expensive to manage and crucially far
more accurate.
3. Veolia will issue. software dongles for the Town's usage and will
provide them with local access to the network with snapshot files
updated on a weekly basis.
Table 3 : Task Description
-5-
Expected Completion
Task
Description
(from the start of
Deliverable
contract)
Procure and provide InfoNet mobile.notebooks to the
InibNet Mobile
collection system crew and Town Staff
3 months
Tablet
Dongle license
2
Install infoNet don le license in the Town Hardware
3 months
Provide Training to collection crew and Town Staff on
Training
3
use of InfoNet
3 months
manual
-5-
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Figure 4: Mobile Applications
Due to Veolia Water's collaboration with Innovyze and the investment that Veolia has
made in setting up the InfoNet Exchange and Server we are able to provide InfoNet
access to the Town at a very competitive price as compared to receiving this directly
from the vendor. In addition the Town will be able to use the InfoNet Mobile, receive
training and availability of Veolia staff for technical support. However in the future if the
Town decides to pursue .asset management on its own it will need to invest on purchasing
InfoNet from innovyze.
PHASE 2: ASSET MANAGEMENT LEVEL ORSERVICE
The level of service identifies the way in which the assets will be managed and includes
technical and managerial components of the program. Veolia Water aims at determining
the most economical and efficient way to deliver these services through the following
core activities —
1. Asset Data Management
Provide Ongoing Data Integration and Update GIS and InfoNet Network
This process will include keeping the GIS data and underground asset attribute data most
current by performing the field -office -field work flow management, which means that
any discrepant attribute information from the field will be verified in the office and vice
versa. An ongoing attempt will be made to perform GIS corrections from field
observations to maintain a complete asset inventory database for all the underground
assets that the Town owns and recommendations will be provided to the Town to pursue
field activities to fill missing data gaps in the asset attribute data. Veolia Water will
provide an updated map on any field discrepancies observed on a monthly basis,
2. Scheduling & Planning
Addresses Maintenance Issues Prior to Failure Condijon
This is the most critical component of time asset .management program, InfoNet allows a
unique opportunity to understand the life eyzle of the underground assets and perform
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Due to Veolia Water's collaboration with Innovyze and the investment that Veolia has
made in setting up the InfoNet Exchange and Server we are able to provide InfoNet
access to the Town at a very competitive price as compared to receiving this directly
from the vendor. In addition the Town will be able to use the InfoNet Mobile, receive
training and availability of Veolia staff for technical support. However in the future if the
Town decides to pursue .asset management on its own it will need to invest on purchasing
InfoNet from innovyze.
PHASE 2: ASSET MANAGEMENT LEVEL ORSERVICE
The level of service identifies the way in which the assets will be managed and includes
technical and managerial components of the program. Veolia Water aims at determining
the most economical and efficient way to deliver these services through the following
core activities —
1. Asset Data Management
Provide Ongoing Data Integration and Update GIS and InfoNet Network
This process will include keeping the GIS data and underground asset attribute data most
current by performing the field -office -field work flow management, which means that
any discrepant attribute information from the field will be verified in the office and vice
versa. An ongoing attempt will be made to perform GIS corrections from field
observations to maintain a complete asset inventory database for all the underground
assets that the Town owns and recommendations will be provided to the Town to pursue
field activities to fill missing data gaps in the asset attribute data. Veolia Water will
provide an updated map on any field discrepancies observed on a monthly basis,
2. Scheduling & Planning
Addresses Maintenance Issues Prior to Failure Condijon
This is the most critical component of time asset .management program, InfoNet allows a
unique opportunity to understand the life eyzle of the underground assets and perform
WIN
routine maintenance tasks by making decisions based on collative information stored in
the database as a property unique only to that asset. For example on identification of any
asset in InfoNet the program will present the user all historic information such as age,
condition, size, material type, structural rating, maintenance history etc and by virtue of
this information the Town will have the ability to perform the following —
o Develop and schedule five-year system wide cleaning schedule, including
repeat periods based on criticality and risk
o Develop and schedule five-year system wide manhole inspections,
including repeat periods based on criticality and risk
o Develop and schedule 10 -year system wide CCTV inspection program,
including repeat periods to support asset criticality and historical
operational experience Schedule repairs from field evaluation
o Schedule general maintenance tasks on pumps, generators, etc
In addition to the above, Veolia Water crew will have notebooks and can benefit from
InfoNet as they would at the office, with all of the data they need At the same time,
managers can plan and assign works tasks from a plan at the office and dispatch tasks
straight to a portable device in the field Other advantages, such as the avoidance of
double handling data, makes the whole process faster, easier, less expensive to manage
and — crucially - far more accurate.
3. Analysis and Results
Provides Recommendation to Customer to Enhance the Operations, Maintenance,
Management and Reinstatement of SanUroy System. Reliability
InfoNet allows engineers the ability to analyze all aspects of the network life cycle. With
a robust query engine, users can filter, sort, and make complex selections based on
virtually any criteria related to their underground assets. It also includes the unique ability
to query against field and other events related to network assets.
o Develop and run impact of failure query.
o Develop and run likelihood of failure query.
o Report quarterly on critical segments.
From the example below the manager can use the operational history from the field and
the software's intelligence to derive the probability of failure of the assets based on a
unique scoring system computed by InfoNet. This criticality analysis will allow for better
decision making for CIP work.
-7.
Figure 5: Map showing the criticality scoring from AnfoNet
4. Reporting
Ensures Adequate Systematic Documentation
The InfoNet geospatial environment lets the user create thematic maps with flexible
symbology and rich detail. Its built-in report generator comes with dozens of standard
reports or allows a user to quickly build custom reports and graphs against any piece of
data stored in the system. At the minimum Veolia Water is committed to .provide the
following reports on a regular basis to the Town:
o Produce monthly system cleaning report.
o Produce monthly system cleaning CCTV inspection report,
o Produce monthly manhole inspection report.
o Update asset attriibute data from inspection results.
o Produce monthly summary report including customer complaints, SSO
events, cleaning summary, CCTV summary, repair summary.
o Produce themed view maps (two per month).
Schedule : Veolia proposes the following schedule for implementation. Phase 1 of this
scope will be completed within 90 days of the start of the contract. Veolia Water will
prpvide the Town with a rough draft GTS basemap within 60 days of the execution of this
scope. The Town will be given a period not to exceed 30 days to provide feed back on the
GIS map. Thereafter, Veolia Water will deploy InfoNet CN MS program utilizing this
GIS map.
Phase 2 will kick off immediately after -deployment is completed, Veolia Water will
provide InfoNet mobile application access for scheduling and planning capabilities to the
Town and begin the execution of tasks identified within this phase.
Cost
Phase 1 is a one time service, the cost breakdown of the costs associated with the
individual tasks in Phase 1 is provided in Table 4. Phase 2 will be an ongoing annual
service calculated at the rate of $ 275/mile/year. This cost includes the annual
maintenance, support and asset management services. The fee for this service will be
prorated for the first year based on the duration of completion of phase 1.
A cost summary for a two year period is provided in Table 5.
Table 4: Cost Breakdown for Phase I
Task
Description
Cost
1.1
r3onved collection s stem asset from BAD database to SSRI GI database
8 400 .
1.2
Populate attribute data from CADLelectronioiifesto Gl ;poirtt andilr5e0Cfaature'tables
,200
1.3:,Create
new structure objects for stub/cap locations and add unique ID's where necessary
$2,800
.4
Asset numberrtt namin of . i es, manholes andOu stations
$4,200
15
. orn a all la em featuers and apely cartogropolo confi . rations
$21800
1.0
ire base GIS layers from Santa Clare cou and extract Los Altos Hills GIS base data
$1400
1.7
Q6QC data in InfoNO
, s1 000
1.8
Moble device de fo ent/ dongle software installation, training and workflow development, automation and docu t
;3,000
T TAL PHASE 1
$27,800
Table S: Costs for Two Years.
Year 1 Year 2
Phase 1 $27,660
n/a .
Phase 2 10 725*
$14,300
Total ' $38,525.
$14,300 ,
* Prorated for 9 vson*
After two years, the fee shall be adjusted in accordance to the Consumer Price Index. All
Urban Consumers as published by the United States Department of Labor, Bureau of
Labor Statistics for the Consolidated Metropolitan Statistical Area covering. San
Francisco- Oakland San Jose, This series is generally used as a representative of the CPI
of the nine -county Bay region.
Additional Services for Consideration
In addition to the above Asset Management services, Veolia can also provide
supplemental services listed below at the Town's request for an additional fee:
• Schedule dye test survey
• Develop custom queries
• Map corrections above base service level
• Themed map production above base service level
• Training above base service level
Mz
• Historic CCTV PACP coding by certified inspector
• Update the format of historic CCTV inspections (VHS to digital)
• Build system wide Hydraulic Model
• Develop capital plans (1 yr, 5 yr, 20 yr)
Recommendation
Veolia Water provides the expertise to assist the Town of Los Altos Hills with the
necessity of wastewater asset management and to facilitate the integration of a variety of
management, financial, engineering and operating tools into a program/process that
optimizes capital ,investment and minimizes operating costs while maintaining quality
client service. Our asset management skills can prove to be a valuable investment for the
Town and some of the benefits of implementing an asset management program include:
• Increased system knowledge
• Increased asset life
More efficient allocation of capital funds
• Compliance with new regulations
• Reduced overall costs
• Improved system reliability/security
• Reduced service interruptions
• More efficient maintenance and replacement activities
The complexities of an asset management program can be overwhelming , however
through our experience we have developed a compartmentalized stepwise process that
provides building blocks that will enable the Town to process the requirements,
importance and functionality of each program element and provide an integration of the
Town's O&M activities to simultaneously enhance and simplify:
• Asset tracking
• Maintenance scheduling
• Master planning
Capital planning
• Operation
Veolia Water provides a solution tailored to the needs of the Town of Los Altos Hills.
We use the best practices approach to realize the maximum value of the underground
assets and meet the goal of service delivery at minimum sustainable cost Our program
will assist the Town to increase their revenue generating potential of its assets and
services and stay abreast of the most current developments in the field of infrastructure
asset management. This program provides services beyond the existing O&M contract
and fundamentally offers a systematic and structured program to direct and enhance the
capital and maintenance planning process and ultimately optimizing the life cycle cost of
the underground assets.
-10-
EXHIBIT B
COMPENSATION SCHEDULE
Consulting Services Agreement between [EFFECTIVE DATE]
Town of Los Altos Hills and Veolia--Exhibit B Page 1 of 1
Phase 2 will kick off immediately after deployment is completed, Veolia Water will
provide InfoNet mobile application access for scheduling and planning capabilities to the
Town and begin the execution of tasks identified within this phase.
Cost
Phase 1 is a one time service, the cost breakdown of the costs associated with the
individual tasks in Phase 1 is provided in Table 4. Phase 2 will be an ongoing annual
service calculated at the rate of $ 275/mile/year. This cost includes the annual
maintenance, support and asset management services. The fee for this service will be
prorated for the first year based on the duration of completion of phase 1.
A cost summary for a two year period is provided .in Table 5.
Table 4: Cost Breakdown for Phase 1
Task
Description
Cost
1.1
tonvart collection .. teal asset frontM database to eS : 'GTS goodatabaser
8& 400 .
1.2
Populate arttribute data AlNeteotronic files1p GlS.polm anct linear tura tables
$4,2oD
1.3
Creste new structure objects for stubkap locations and add unique TUs Where necessary
$2,800
1,4
1,5
1.6
Asset num l7arin namm of ; manholes and Pump stations,
' Combine all rs featuers and apply cartographic coati orations
Aquire base GIS layers from Santa Cera coo and extract Los Altos Mlls GIS base data
200
$2,S00
1,.400
1.7
OAIQC data In InkNet
K000
1.8
Mdevice deploYrn4Rl dongle soitw ere Installation, trainin and workflow develo meat autoiQlon and docu
-
$3,000
TOTAL PHASE 1
$27,800 '
Table S: Costs for Two Years
Year 1 Year 2
Phase 1 ' $27 800.
Ma
Phase 2 _$10,726*
$14,300 .
Total $38A
;6
$14,300 ,
* Prorated for 9 months
After two years, the fee shall be adjusted in accordance to the Consumer Price Index. All
Urban Consumers as published by the United States Department of Labor, Bureau of
Labor Statistics for the Consolidated Metropolitan Statistical Area covering San
Francisco- Oakland San Jose. This series is generally used as a representative of the CPI
of the nine -county Bay region.
Additional Services for Consideration
In addition to the above Asset Management services, Veolia can also provide
supplemental services listed below at the Town's request for an additional fee:
* Schedule dye test survey
* Develop custom queries
* Map correction's above base service level
* Themed map production above base service level
* Training above base service level
so
EXHIBIT C
PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS
PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ.
HOURS OF WORK:
A. In accordance with Califomia Labor Code Section 1810, 8 hours of labor in performance of the
services described in Exhibit A shall constitute a legal day's work under this contract.
B. In accordance with California Labor Code Section 1811, the time of service of any worker
employed in performance of the services described in Exhibit A is limited to eight hours during
any one calendar day, and forty hours during any one calendar week, except in accordance with
California Labor Code Section 1815, which provides that work in excess of eight hours during any
one calendar day and forty hours during any one calendar week is permitted upon compensation
for all hours worked in excess of eight hours during any one calendar day and forty hours during
any one calendar week at not less than one -and -one-half times the basic rate of pay.
C. The Consultant and its subcontractors shall forfeit as a penalty to the Town $25 for each worker
employed in the performance of the services described in Exhibit A for each calendar day during
which the worker is required or permitted to work more than 8 hours in any one calendar day, or
more than 40 hours in any one calendar week, in violation of the provisions of California Labor
Code Section 1810 and following.
WAGES:
A. In accordance with California Labor Code Section 1773.2, the Town has determined the general
prevailing wages in the locality in which the services described in Exhibit A are to be performed
for each craft or type of work needed to be as published by the State of California Department of
Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the
Town Public Works Office and shall be made available on request. The Consultant and
subcontractors engaged in the performance of the services described in Exhibit A shall pay no
less than these rates to all persons engaged in performance of the services described in Exhibit
A.
B. In accordance with Labor Code Section 1775, the Consultant and any subcontractors engaged in
performance of the services described in Exhibit A shall comply with California Labor Code
Section 1775, which establishes a penalty of up to $50 per day for each worker engaged in the
performance of the services described in Exhibit A that the Consultant or any subcontractor pays
less than the specified prevailing wage. The amount of such penalty shall be determined by the
Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or
neglect of the Consultant or subcontractor in failing to pay the correct rate of prevailing wages, or
the previous record of the Consultant or subcontractor in meeting applicable prevailing wage
obligations, or the willful failure by the Consultant or subcontractor to pay the correct rates of
Consulting Services Agreement between [EFFECTIVE DATE]
Town of Los Altos Hills and Veolia—Exhibit C Page 1 of 3
prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of
prevailing wages is not excusable if the Consultant or subcontractor had knowledge of their
obligations under the California Labor Code. The Consultant or subcontractor shall pay the
difference between the prevailing wage rates and the amount paid to each worker for each
calendar day or portion thereof for which each worker was paid less than the prevailing wage
rate. If a subcontractor worker engaged in performance of the services described in Exhibit A is
not paid the general prevailing per diem wages by the subcontractor, the Consultant is not liable
for any penalties therefore unless the Consultant had knowledge of that failure or unless the
Consultant fails to comply with all of the following requirements:
The contract executed between the Consultant and the subcontractor for the
performance of part of the services described in Exhibit A shall include a copy of the
provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815.
2. The Consultant shall monitor payment of the specified general prevailing rate of per diem
wages by the subcontractor by periodic review of the subcontractor's certified payroll
records.
3. Upon becoming aware of a subcontractor's failure to pay the specified prevailing rate of
wages, the Consultant shall diligently take corrective action to halt or rectify the failure,
Including, but not limited to, retaining sufficient funds due the subcontractor for
performance of the services described in Exhibit A.
4. Prior to making final payment to the subcontractor, the Consultant shall obtain an
affidavit signed under penalty of perjury from the subcontractor that the subcontractor
has paid the specified general prevailing rate of per diem wages for employees engaged
in the performance of the services described in Exhibit A and any amounts due pursuant
to California Labor Code Section 1813.
C. In accordance with California Labor Code Section 1776, the Consultant and each subcontractor
engaged in performance of the services described in Exhibit A shall keep accurate payroll
records showing the name, address, social security number, work, straight time and overtime
hours worked each day and week, and the actual per diem wages paid to each journeyman,
apprentice, worker, or other employee employed in performance of the services described in
Exhibit A. Each payroll record shall contain or be verified by a written declaration that it is made
under penalty of perjury, stating both of the following:
The information contained in the payroll record is true and correct.
2. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for
any work performed by the employer's employees on the public works project.
The payroll records required pursuant to California Labor Code Section 1776 shall be certified
and shall be available for inspection by the Owner and its authorized representatives, the
Consulting Services Agreement between [EFFECTIVE DATE]
Town of Los Altos Hills and Veolia--Exhibit C Page 2 of 3
Division of Labor Standards Enforcement, the Division of Apprenticeship Standards of the
Department of Industrial Relations and shall otherwise be available for inspection in accordance
with California Labor Code Section 1776.
D. In accordance with California Labor Code Section 1777.5, the Consultant, on behalf of the
Consultant and any subcontractors engaged in performance of the services described in Exhibit
A, shall be responsible for ensuring compliance with California Labor Code Section 1777.5
governing employment and payment of apprentices on public works contracts.
E. In case it becomes necessary for the Consultant or any subcontractor engaged in performance
of the services described in Exhibit A to employ for the services described in Exhibit A any
person in a trade or occupation (except executive, supervisory, administrative, clerical, or other
non manual workers as such) for which no minimum wage rate has been determined by the
Director of the Department of Industrial Relations, the Consultant shall pay the minimum rate of
wages specified therein for the classification which most nearly corresponds to services
described in Exhibit A to be performed by that person. The minimum rate thus furnished shall be
applicable as a minimum for such trade or occupation from the time of the initial employment of
the person affected and during the continuance of such employment.
1742785.1
Consulting Services Agreement between [EFFECTIVE DATE]
Town of Los Altos Hills and Veolia--Exhibit C Page 3 of 3