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HomeMy WebLinkAbout15 - City Water Meter Reading ServicesCITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 15 June 8, 2010 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Utilities Department Craig A. Justice, Deputy Utilities Director 949 - 718 -3402 or cjustice c newportbeachca.vov SUBJECT: APPROVAL OF AN AGREEMENT WITH ALEXANDER CONTRACT SERVICES, INC. FOR CITY WATER METER READING SERVICES ISSUE Should the City Council approve an Agreement with Alexander Contract Services, Inc. for contract water meter reading services? Approve an Agreement with Alexander Contract Services, Inc. for water meter reading services; and authorize the Mayor and City Clerk to execute the agreement. BACKGROUND: Currently the Utilities Department Water Meter Division is responsible for providing water meter reading services for over 26,500 residential and commercial customers throughout the City. The Meter Division staff provides a high level of service beyond meter reading which includes responding to late billing notices, meter testing, responding to customer calls, water turn -on and turn -off requests, customer water use reviews, service inspections and meter replacement. At the January 12, 2010 Council Study Session, staff presented information on the current water meter reading program and Request For Proposals (RFP) for water meter reading services. The Utilities Department evaluated the Water Meter Division work activities as part of the Early Retirement Incentive Program (ERIP) to improve operational efficiency and customer service. The division restructuring has created opportunities for the City to consider an outside contract for water meter reading. The main focus is to accelerate the changes already planned in the department to replace old water meters, implement technology to improve the efficiency of meter reading and improve customer service. The proposed agreement will allow the City's crews to focus on these key components. On January 22, 2010 an RFP was distributed to four companies known to provide water meter reading services. The City received one responsive proposal from Alexander Contract Services, Inc. Water Meter Reading Service Agreement June 8, 2010 Page 2 The proposal from Alexander has been evaluated by staff. Their proposal demonstrates the qualifications and experience necessary to provide the services under the terms of the RFP. The company has been in business for over 40 years and currently provides water meter reading services to 15 agencies in California. DISCUSSION: Utilities staff met with the City of San Juan Capistrano Water Department to discuss their current meter reading service contract with Alexander. San Juan Capistrano has been impressed with their meter reading services including customer service, the use of technology such as wireless handheld devices and web based data transfer for accurate and efficient billing. Alexander would be required to read designated meter routes bi- monthly for City water utility billing per the RFP. The term of the proposed agreement is for three years with two automatic one -year extensions unless terminated by the City. There are provisions that allow consumer price index adjustments, with a 2.5% cap, starting in year three of the agreement. Possible expansion of service will be evaluated by staff during the first year. An amendment to the agreement would be necessary to negotiate the terms for citywide water meter reading. Alexander's proposed annual cost is not to exceed $76,950 to read up to 13,500 meters for bi- monthly City water utility billing (13,500 meters equates to about one -half of the City's meters). The proposal includes a $16,875 one -time set up fee to program the meter routes into the wireless handheld devices and to develop customized service reports. An optional service fee schedule has been provided for specialized service activities such as leak investigations, GPS mapping and meter usage audits. Staff performed a comparison of Alexander's proposal to the City's cost to read 13,500 meters. The City's costs include personnel, necessary equipment, vehicles, software and data processing. The below table summarizes Alexander's proposed cost versus the City's cost. The information shows that Alexander's proposed meter reading cost of service is more economical. Should the agreement be amended in the future to cover citywide water meter reading, the annual contract service cost is estimated at $154,000. For comparison, the City's annual water meter reading cost of service is approximately $220,320 or $66,320 higher. Environmental Review: This action is not subject to the California Environmental Quality Act (`CEQA ") pursuant to sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly to indirectly. Alexander Contract Services Inc. City Difference Total Annual Cost $76,950 $110,160 $33,210 The information shows that Alexander's proposed meter reading cost of service is more economical. Should the agreement be amended in the future to cover citywide water meter reading, the annual contract service cost is estimated at $154,000. For comparison, the City's annual water meter reading cost of service is approximately $220,320 or $66,320 higher. Environmental Review: This action is not subject to the California Environmental Quality Act (`CEQA ") pursuant to sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly to indirectly. Water Meter Reading Service Agreement June 8, 2010 Page 3 Funding Availability: Sufficient Water Enterprise Fund savings have been realized through the Utilities Department ERIP program restructuring to cover the cost of the proposed annual service agreement. There is sufficient funding available in the current Water Enterprise Fund FY 2009 -10 budget for this year's meter reading services and set -up costs totaling $20,000 (account No. 5500 - 8080). Funds have been budgeted in FY 2010 -11 to cover the total annual not -to- exceed service contract cost of $86,950. Included in the not -to- exceed annual cost is $76,950 for water meter reading and $10,000 for the City to authorize optional services should they be necessary. Prepared By: Craig A. 9 t e, Deputy Utilities Director Submitted By: GeorgOlMurdoch, Utilities Director Attachment: A - Service Agreement with Alexander Contract Services, Inc. SERVICE AGREEMENT WITH ALEXANDER CONTRACT SERVICS, INC. FOR WATER METER READING SERVICES THIS SERVICE AGREEMENT for Water Meter Reading Services ( "Agreement') is made and entered into as of this day of June, 2010, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and ALEXANDER CONTRACT SERVICES, INC., a California Corporation, whose address is 8655 Morro Road, Suite D, Atascadero, California 93422 ( "Contractor ") and is made with reference to the following: RECITALS WHEREAS, the City desires to retain contract services for water meter reading services for up to 13,500 designated water meters in City route areas ( "Service Area ") the City's bi- monthly water billing. WHEREAS, on January 22, 2010 a Request for Proposals ( "RFP ") requesting proposals for water meter reading services was mailed to firms performing this service. WHEREAS, the Contractor has been deemed to be the most qualified to perform the services out of those firms which responded to the RFP. WHEREAS, the Contractor desires to enter into this Agreement to provide services to the City and acknowledges that the City has relied upon its representations and commits to faithfully perform the services required by this Agreement and in accordance with the terms and conditions of this Agreement. WHEREAS, the Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications relative to the type, common nature and frequency of work to be performed, is familiar with all conditions relevant to the performance of services and has committed to perform all work required for the compensation specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Unless earlier terminated in accordance with Section 23 of this Agreement, the initial term of this Agreement shall be for a period of three (3) years. The initial term shall commence on June 9, 2010 ( "Commencement Date "), after City Council approval of this Agreement, and upon receipt and approval of all required certificates of insurance. The term of this Agreement shall be extended for two (2) additional one (1) year terms with the extensions to automatically commence upon the expiration of the initial term or any extended term, unless the City notifies Contractor in writing at least thirty (30) days before the end of the initial term or any extended term, of its intent to terminate this Agreement at the conclusion of the initial term or any extension. Time is of the essence in the performance of services under this Agreement. The term of the Agreement shall not extend beyond June 9, 2015, without a separate agreement. 2. SERVICES TO BE PERFORMED Contractor shall diligently perform all the Services described in the Scope of Work ( "Work" or "Services ") attached hereto as Exhibit 'A' and in the Schedule of Billing Rates attached hereto as Exhibit 'B', all incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Work at its sole discretion. Upon written or verbal request of the City Administrator (as defined in Section 14), Contractor shall perform the "Optional Services" as described in the Optional Services Fee Schedule, attached hereto as Exhibit `C' and incorporated herein by reference. As a material inducement to the City for entering into this Agreement, Contractor warrants that all Work to be provided hereunder shall be performed in a competent, professional and satisfactory manner by an adequate level of staff with the appropriate level of training. Contractor covenants that it shall follow the highest professional standards in performing the Work and that all meter reading computer handheld devices, equipment and supplies used will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards' shall mean those standards of practice recognized by one or more first -class firms performing similar work under similar circumstances. 3. WORKMANSHIP, SUPERVISION, AND EQUIPMENT 3.1 Contractor shall be responsible for actions of its employees while performing the Services. Contractor shall be responsible for compliance with all local, state, and federal laws and regulations. Contractor shall employ or retain, at its sole cost and expense, all professional and technical personnel necessary to properly perform the Services. 3.2 The Contractor's work force shall include a thoroughly skilled, experienced, and competent supervisor ( "Contractor's Supervisor' or "Supervisor ") who shall be responsible for adherence to the specifications by directly overseeing the contract operations. All supervisory personnel must be able to communicate effectively in English (both orally and in writing). Any order given to supervisory personnel by City shall be deemed delivered to the Contractor. The Supervisor assigned must be identified by name to ensure coordination and continuity. 3.3 The City reserves the right to conduct a background investigation of any employee of Contractor and to require the Contractor to remove any Meter Reading Service Agreement Page 2 employee whose performance is deemed unsatisfactory at the City's sole discretion. 3.4 All of Contractor's employees ( "Employees ") working in the Service Area shall be neat in appearance when performing Services under this Agreement. All Employees shall wear identification badges or patches. Those Employees working in or adjacent to traffic zones shall wear orange vests. Employees shall not remove any portion of their uniform while working within the City. Employees driving the Contractor's vehicles shall at all times possess and carry a valid Driver's License issued by the State of California. 3.5 If the City's Administrator determines that any person employed by the Contractor has failed or refused to carry out the terms of this Agreement, appears to be incompetent, acts in a disorderly, improper, or unsafe manner, or shows signs of intoxication or other impairment, instead of initiating termination for breach, the City Administrator (as defined in Section 14) may notify Contractor, who shall take immediate remedial action, which may include removing the employee from the job site. Prior to returning a removed Employee to work within the City, the Contractor shall provide in writing the reason for the individual's behavior and the means used to prevent this behavior from occurring again. In no event shall Contractor fail to prevent, prohibit, or resolve problems with its Employees working after receiving notice of same from the City. Violation of this section by Contractor shall be a material breach of this Agreement and may result in the City terminating the Agreement or temporarily suspending services hereunder, with Contractor being liable for any resulting costs incurred by the City. No action to terminate or suspend shall be taken by City until after Contractor is provided notice and afforded an opportunity to respond or refute the allegations, except that the City's Administrator may immediately suspend services hereunder if he finds such action reasonably appropriate to protect the public safety, health or welfare. 3.6 Complaints received by the City regarding the Contractor's performance will be transmitted to the Contractor's office in writing, by mail or facsimile, and handled by the Contractor's Supervisor. City shall receive a follow -up response from Contractor within twenty -four (24) hours following notification of the Contractor of any complaint. A report of the Contractor's investigation and the corrective action taken shall be made promptly by the Contractor to the City Administrator. Repeat complaints may be handled by a joint visit to the site by a City inspector and the Contractor's Supervisor. Complaints received directly by the Contractor shall be submitted in writing to the City on the day such complaints are received. Contractor shall maintain a log of complaints received and corrective actions implemented which shall be submitted to the City within ten (10) days following the end of the month. Meter Reading Service Agreement Page 3 3.7 All vehicles and equipment used in conjunction with the Work shall be in good working order. All vehicles shall bear the identification of the Contractor. 3.8 The Contractor warrants that it has familiarized itself with the location of all meters in the Service Area. Contractor is also familiar with all existing installations, both public and private, in the area where Services shall be performed under this Agreement. Contractor shall provide adequate safeguards to prevent damage to existing structures and improvements. Structures or improvements of any kind, whether public or private, which are removed, damaged or destroyed in the course of Work shall be replaced and /or repaired, at the Contractor's expense, to the original condition and to the satisfaction of the City. Failure to have such damages repaired in a timely manner will result in the City deducting from the Contractor's payment the cost to perform the necessary remedial work. 3.9 Contractor shall be responsible for compliance with all local, state, and federal laws and regulations applicable to the scope of Work provided under this Agreement. Contractor shall employ or retain, at its sole cost and expense, all professional and technical personnel necessary to properly perform the Services. 3.10 Contractor shall ensure there is no lapse in Service. 4. LICENSES, FEES, PERMITS AND TAXES Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the Services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the Services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 5. COMPLIANCE WITH ALL LAWS All Services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any Federal, State, or local governmental agency of competent jurisdiction. Meter Reading Service Agreement Page 4 6. COMPENSATION TO CONTRACTOR 6.1 Annual Services Compensation City shall pay Contractor an amount not to exceed Seventy Six Thousand Nine Hundred Fifty Dollars and no /100 ($76,950.00) ( "Annual Services Amount ") to perform all the monthly meter reading Services contemplated by this Agreement and described in the Scope of Work, attached hereto as Exhibit 'A', in accordance with this Section 6 and the Schedule of Billing Rates attached hereto as Exhibit 'B', subject to the Consumer Price Index adjustment upon the third anniversary of the Commencement Date, as further defined below in Section 6.5. 6.2 One -time Set -up Fees In the first year of Service, City shall pay Contractor a one -time set -up fee in addition to the Annual Service Amount in an amount not to exceed Sixteen Thousand Eight Hundred Seventy -Five Dollars and no /100 ($16,875.00) ( "Set -up Fees ") as total compensation for the one -time set -up to integrate City's meter routes with Contractor's Equipment to transmit data to City's billing system ( "Set -up ") as contemplated by this Agreement and described in the Scope of Work, attached hereto as Exhibit `A', in accordance with this Section 6 and the Schedule of Billing Rates attached hereto as Exhibit'B'. 6.3 Optional Services In addition to monthly meter reading services and one -time set up and integration to the City's billing system, the City may utilize Contractors Optional Services, as further described in the Optional Services Fee Schedule, attached hereto as Exhibit 'C', and incorporated herein by reference, from time to time on as needed basis. The City authorizes an amount up to and not to exceed Ten Thousand Dollars and no /100 ($10,000.00) in Optional Services on an annual basis for the term of the Agreement. Optional Services shall be paid on a time and expense not -to- exceed basis, in accordance with the provisions of this Section and the Optional Services fee schedule attached hereto as Exhibit 'C'. Optional Services fees shall not be subject to the Consumer Price Index adjustment. Upon written or verbal request from the City Administrator (as defined in Sections 14 and 15), Contractor shall provide a letter proposal for Optional Services as requested by the City. No Optional Services shall be provided until the City Administrator has provided verbal or written acceptance of the Letter Proposal, in accordance with the authorization schedule outlined in Section 15. 6.4 Payment Schedule City shall pay Contractor on a monthly basis for Services rendered. Contractor shall submit monthly invoices for Services rendered. Invoices shall include an Meter Reading Service Agreement Page 5 itemized description of the Services performed, the name of the Employee(s) who performed the Services, number of units read, and the dates the Services were performed. Contractor shall invoice City for the Set -up Fees upon submission of the first invoice for Services. City shall pay all invoices within thirty (30) days after approval of the invoice by the City. Payment shall be deemed made when deposited in the United States mail, first -class postage pre -paid, and addressed to Contractor as specified in Section entitled "Notices." 6.5 Consumer Price Index Upon the third anniversary of the Commencement Date (June 9, 2013) and upon each anniversary of the Commencement Date thereafter, the Annual Service Amount shall be adjusted in proportion to changes in the Consumer Price Index, subject to the 2.5% maximum adjustment increase set forth below. Such adjustment shall be made by multiplying the original Annual Service Amount by a fraction, the numerator of which is the value of the Consumer Price Index for the calendar month three (3) months preceding the calendar month for which such adjustment is to be made and the denominator of which is the value of the Consumer Price Index for the same calendar month immediately prior to Commencement Date. For example, if the adjustment is to occur effective June 9, 2013, the index to be used for the numerator is the index for the month of March 2013 and the index to be used for the denominator is the index for the month of March preceding the Commencement Date. The "Consumer Price Index" to be used in such calculation is the Consumer Price Index, All Urban Consumers (All Items), for the Los Angeles Anaheim Riverside Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics. If both an official index and one or more unofficial indices are published, the official index shall be used. If said Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion tables included in such new index. In no event, however, shall the amount payable under this Agreement be reduced below the Annual Service Amount in effect immediately preceding such adjustment. The maximum increase to the Annual Service Amount, for any year where an adjustment is made in proportion to changes in the Consumer Price Index, shall not exceed 2.5% of the Annual Service Amount in effect immediately preceding such adjustment. 7. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent Contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the Meter Reading Service Agreement Page 6 responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 8. REPAIRIREPLACEMENT 8.1 The Contractor shall adopt reasonable methods to furnish continuous protection to City property and equipment to prevent loss or damage, and shall be responsible for all such damages, to persons or property, except such loss or damage as may be caused by City's sole negligence or willful misconduct. 8.2 Contractor shall advise the City's Utilities Department Customer Service Supervisor of any damage to City equipment or property immediately upon becoming aware of the damage. 8.3 Contractor shall repair, at its sole cost and expense, any damage to City equipment or property caused by Contractor or its agents, employees, representatives or officers. 9. FAMILIARITY WITH WORK AND WORK SITE By executing this Agreement, Contractor warrants that Contractor: (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the regulatory requirements, facilities, difficulties and restrictions attending performance of the Services, under this Agreement. Contractor warrants that Contractor has investigated the meter route map depicted in Exhibit `A' and is fully acquainted with the conditions there existing, prior to commencement of Services hereunder. City and Contractor agree that City has made no representation regarding the order or condition of any area or location for which Contractor is to provide Services or that the site or location of Work will be free from defects, apparent or hidden, at the commencement of, or at any time during the term of this Agreement. 10. HOLD HARMLESS To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties') from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, Meter Reading Service Agreement ' Page 7 a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any Work performed or services provided under this Agreement (including, without limitation, defects in workmanship and /or materials) or Contractor's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, Contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. 11. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. A. Proof of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Contractor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in Contractor's bid. B. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. Meter Reading Service Agreement Page 8 C. Coverage Requirements. i. Workers' Compensation Coverage. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least One Million Dollars and no /100 ($1,000,000.00)) for Contractor's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non - payment of premium) prior to such change. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. ii. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than One Million Dollars and no /100 ($1,000,000.00) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. iii. Automobile Liability Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than One Million Dollars and no /100 ($1,000,000.00) combined single limit for each accident. D. Other Insurance Provisions or Requirements The policies are to contain, or be endorsed to contain, the following provisions: Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. ii. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of Meter Reading Service Agreement Page 9 non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. iii. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. iv. Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. v. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suts instituted that arise out of or result from Contractor's performance under this Agreement. vi. Additional Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 12. PROHIBITION AGAINST TRANSFERS OR ASSIGNMENT Contractor may not assign any right or obligation of this Agreement or any interest in this Agreement without the prior written consent of City. Any attempted or purported assignment without the consent of the City shall be null and void. Contractor acknowledges that these provisions relative to assignment are commercially reasonable and that Contractor does possess special skills, abilities, and personnel uniquely suited to the performance of the Services and any assignment of this Agreement to a third party, in whole or in part, could jeopardize the satisfactory performance of Services. Contractor may not employ any Subcontractors unless specifically authorized by City. The sale, assignment, transfer, or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venture which shall result in changing the control of Contractor, shall be construed as an assignment of this Agreement. 13. RECORDS All of Contractor's books and other business records, or such part as may be used in the performance of this Agreement, shall be subject to inspection and audit by any authorized City representative during regular business hours. Meter Reading Service Agreement Page 10 Contractor shall keep records and invoices in connection with its Work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs, including man hours, incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records. Contractor shall maintain and allow inspection of all Work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. ADMINISTRATION This Agreement will be administered by the Utilities Department. The Deputy Utilities Director, Craig A. Justice, or his designee shall be considered the City's Administrator and shall have the authority to act for the City under this Agreement ( "City Administrator "). The Administrator or his /her authorized representative shall represent the City in all matters pertaining to the services to be rendered under this Agreement. 15. INCREASE OR DECREASE IN SCOPE OF SERVICES 15.1 Contractor may be asked to perform additional Services by the City Administrator. The Administrator may give verbal authorization for additional Services up to One Thousand Dollars and no /100 ($1,000.00). The City Administrator shall provide Contractor with written authorization prior to the performance of any additional Services that exceed One Thousand Dollars and no /100 ($1,000.00). 15.2 City reserves the right to withdraw certain tasks or units from the Work to be performed by Contractor pursuant to this Agreement. City shall notify Contractor in writing of its intent to do so at least thirty (30) days prior to the effective date of withdrawal of any task or units. In the event tasks or units are withdrawn from the Scope of Services, compensation to Contractor shall be reduced in accordance with the rates as specified in Exhibit 'B'. 16. WORK DEFICIENCIES AND CORRECTIONS 16.1 The Contractor's performance shall be evaluated on a regular basis. When problems are identified, the City Administrator will notify Contractor. If issues are serious or go unresolved, a Notice of Deficiency will be issued to Contractor in writing. This notice will detail the issues and give a cure period to resolve them. 16.2 Failure to correct the deficiencies listed in the Notice of Deficiency within the timeframe specified by the City may, in the City's sole discretion, result in action being taken by the City, including, but not limited to, (a) Meter Reading Service Agreement Page 11 withholding payment for the subject deficiency until the Work is completed; (b) correcting the deficiency (using the City's own work force and /or by contracting out) and deducting any associated costs plus overhead incurred thereby from the total bi- monthly compensation due the Contractor; (c) deletion of units from the Scope of Work and reducing the corresponding compensation for that month; (d) contracting with another Vendor to perform the Services required for the remainder of the term of the Agreement and deducting from the Contractor's total compensation under the Agreement any costs that City pays or becomes obligated to pay the new Contractor, including expenses City incurs over and above the monthly billing rate by the Contractor for those units; (e) terminating the Agreement; and /or (f) taking any other action and exercising any other legal remedy available to the City under law. 16.3 The City reserves the right to make appropriate deductions in payments for unsatisfactory performance or failure to perform duties under this Agreement. Payment deductions shall be based upon the Services and rates outlined in this Agreement and Exhibits A, B and C attached hereto. 17. DISPUTES PERTAINING TO PAYMENT FOR WORK Should any dispute arise respecting the value of the Work done, or of any Work omitted, or of any extra Work which Contractor may be required to do, or respecting any payment to Contractor during the performance of the Agreement, such dispute shall be decided by the City Manager and his decision shall be final and binding upon Contractor and his sureties. 18. LABOR Contractor shall conform with all applicable provisions of State and Federal law including, applicable provisions of the Federal Fair Labor Standards Act. Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give notice to City, and provide all relevant information. 19. NONDISCRIMINATION BY CONTRACTOR Contractor represents and agrees that it does not, and will not, discriminate against any subcontractor, contractor, employee or applicant for employment because of race, religion, color, sex, handicap, national origin, or other basis that is violation of the federal or state constitution or federal or state law. Contractor's obligation not to discriminate shall apply, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training. Meter Reading Service Agreement Page 12 20. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Work contemplated under this Agreement.. 21. CONFLICTS OF INTEREST The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose financial interest that may foreseeable be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeable financially affect such interest. The Contractor will provide a complete disclosure form noting the above. Contractor will comply with the Act and relevant City Rules /Resolutions. If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by the City. The Contractor shall indemnify and hold harmless the City for any claims for damages resulting from the Contractor's violation of this Section. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide Employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide Employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. r� #.tall 9 lei *` All notices, demands, requests or approvals to be given under this Agreement must be given in writing and will be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. Mr. Craig A. Justice, Deputy Utilities Director Utilities Department City of Newport Beach 3300 Newport Blvd. PO Box 1768 Newport Beach, CA 92658 -8915 Ph: (949) 644 -3011 Fax: (949) 646 -5204 E -mail: ciustice newportbeachca.gov Meter Reading Service Agreement Page 13 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Alexander Contract Services, Inc. Mr. Mark Hibshman, V.P. Operations 8655 Morro Road, Suite D Atascadero, CA 93422 Ph: (805) 461 -3457 Fax: (805) 461 -1263 E -mail: markh(a)alexander- co.com 23. TERMINATION /DEFAULT 23.1 In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required or if Contractor violates any provisions of this Agreement, Contractor shall be deemed in default. If such default is not cured within a period of two (2) working days, or if more than two (2) working days are reasonably required to cure the default and Contractor fails to give adequate assurance of due performance within two (2) working days after Contractor receives written notice of default from City, City may terminate the Agreement forthwith by giving written notice. City may, in addition to the other remedies provided in this or authorized by law, terminate this Agreement by giving written notice of termination. 23.2 This Agreement may be terminated without cause by the City upon thirty (30) days written notice. Upon termination, City shall pay to Contractor that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of termination. The Contractor may only terminate the Agreement in the event of nonpayment by the City. 23.3 In addition to, or in lieu of, remedies provided in this Agreement or pursuant to law, City shall have the right to withhold all or a portion of Contractor's compensation for Services if, in the judgment of the City Manager, the level of Service falls below standards and /or Contractor fails to satisfactorily perform the Services. City shall have the right to retain funds withheld until the City Manager determines that Services are performed as well and as frequently as required by this Agreement. 24. NO ATTORNEY'S FEES If any legal action is necessary to enforce any provision of this Agreement or for damages by reason for an alleged breach of any provisions of this Agreement, the parties agree that attorneys' fees shall not be recoverable by the prevailing party. Meter Reading Service Agreement Page 14 25. WAIVER A waiver by either party of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein whether of the same or a different character. 26. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties and all preliminary negotiations and agreements of whatsoever kind or nature are merged in this Agreement. No verbal agreement or implied covenant shall be held to vary the provisions hereon. 27. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 28. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 29. CONTROLLING LAW AND VENUE Except for payment disputes governed by Section 17, the laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 30. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 31. COUNTERPARTS This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] Meter Reading Service Agreement Page 15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: OFFICE OFT E CITY ATTORNEY By: L onie Mulvihill, Acting City Attorney ATTEST: Leilani Brown, City Clerk CITY OF NEWPORT BEACH, A California Municipal Corporation La Keith D. Curry, Mayor CONTRACTOR: ALEXANDER CONTRACT SERVICES, INC. M James H. Beck Owner /President Leslie Traveres Chief Financial Officer Attachments: Exhibit 'A'— Scope of Work Exhibit'B' — Meter Reading Service Fee Schedule Exhibit'C' — Optional Services A09 -00334 [END OF SIGNATURES] Meter Reading Service Agreement Page 16 EXHIBIT `A' SCOPE OF WORK SCOPE OF WORK Throughout the term of this Agreement, the parties shall have the following rights and responsibilities: A. Contractor Shall 1. Perform start-up activities required to provide monthly meter reading services for up to 13,500 customer accounts, within the City of Newport Beach. 2. Initial start-up meter reading activities commencing in June 2010 and continuing until full implementation occurs includes, but is not limited to, staff training, route efficiency confirmation, integration of the firms and City's meter reading activities, integration of meter reading information for water billing and development of service reports. 3. Read, or make reasonable efforts to read, all located and accessible water meters within the service area of the City. 4. Provide and maintain for the water meters all apparatus necessary to perform the meter reading services. 5. Have the capacity, or ability to obtain the capacity, to expand meter reading services should the City determine this service is needed. Expansion of service during the contract term shall be at the sole discretion of the City and will be negotiated with the Contractor and subject to an amendment of the Agreement. 6. Deliver meter read information via a personalized web page designed by the contractor for the City and interface to process data to City's billing system. 7. As required operationally, re- sequence meter routes as needed in coordination with the City's Utility Department Customer Service Supervisor. Meter routes in the process of being re- sequenced may be read outside the normal route schedule, provided that the City approves the route schedule change within a week in advance of the change. 8. Provide meter reading services for designated meter routes. There shall be no change in the number or configuration of the water meter reading routes without the prior consent of the City and Contractor. Each water meter route must be read in a sequence and timely fashion to support the City bi- monthly utility billing. Meter Reading Service Agreement Exhibit 'A' -Page 1 9. Ensure that all meter reading equipment, software and files used are compatible with City operating systems. 10. Notify the City the same day of any hazardous conditions requiring immediate attention (broken valve boxes, missing covers, trip hazards, potential water leaks, construction issues etc.). 11. Report to the City damaged meters, meter boxes and lids, leaking meters, potential water leaks or any repairs that are needed to water service meter connections. 12. At all times, employ only competent and trained water meter readers. Readers shall be well trained and experienced in the tasks and duties to be performed, including work safety. The Contractor shall continuously oversee the activities of such readers. 13. Contractor represents that the error rate for each meter reading monthly cycle will not exceed 2% of the total number of manual meters read during the cycle. Upon notice from the City, Contractor will take all reasonable steps to correct the error and report the measures taken to the City in a timely manner. The City may seek reimbursement for time and materials spent correcting contractor misreads above 2 %. 14. Contractor will provide the City is listing of available optional customer service duties and fee schedule that the City may utilize on an on -call basis. 15. All employees to be uniformed with the Contractor company logo and identification tags. All vehicles shall be well maintained (clean) and marked appropriately to identify the service provided. B. City Shall: 1. Work diligently with the Contractor during the initial set-up phase and throughout the term of the contract to implement a successful water meter reading program. 2. The City shall continue to read all Automated Meter Registers ( "AMRs ") within the City service area. 3. Grants to Contractor the exclusive right to read all water meters located in the Contractor designated areas served by the City, whether now existing or hereafter installed during the term of the contract. 4. Provide the Contractor reasonable assistance with the training to meter readers to perform the services under the contract, including but not limited to, allowing the Contractor meter readers to accompany City meter readers to lean the routes and locations of meters. Meter Reading Service Agreement Exhibit'A' -Page 2 5. Provide the Contractor with any changes that occur on City meters, including but not limited to, water meter additions, changes or substitutes and changes in location and instruction codes via personalized webpage or any other agreed to medium. 6. Maintain all meters and enclosures in a reasonable repair and condition at all times in order for the Contractor to provide water meter reading services without undue hardship or danger. Provided that the Contractor shall be responsible and liable for any meters or meter enclosures that become defective, faulty, or broken or damaged as a result of negligence, carelessness or intentional acts of Contractor or Employees. 7. Provide Contractor access to all areas in the City needed for the Contractor to perform services under contract. Meter Reading Service Agreement Exhibit `A' -Page 3 City of Newport Beach Water Meter Route Map: Meter Reading Service Agreement Exhibit `A' -Page 0 EXHIBIT `B' SCHEDULE OF BILLING RATES INC. Meier Reading Service Fee Schedule O¢ce Iliuu -_ ,. Qnent;tx bait PridwR Ri- bluulh),y'l'ulul Nmyuwty . M1 r,pe'diug 13.500 30.,)s S I:.,S?.5.�0 Ri•]400tl71y %�•i�s Pmtt''JM Pa w.tia:"T5c Ui tr Tia..Ftn P=h UP" i7crcp ,a Q._ Qu"tity Unitrrieiug Une Time'row Freyuen Setup Icc 13,5(t1 T1 -25 $16,875.00 0no11W ?dlloo :ulairai r 3d-up waG rwDW in Ale .,de Sig= ¢ld Hai�J6ml3- iningsaiinn ct prug ing icto }fit' Pp f -;k 6ibty Cja `.-" Of lI MME M -¢, Yi hgvj Mr_x Re.Ni.g. n,,Mmixyi yift-z, rnPrrls W-4 fM \cwpu . Lxo, vni •V,rm lniniru Meter Reading Service Agreement Exhibit 'B' -Page 1 EXHIBIT `C' OPTIONAL SERVICES FEE SCHEDULE EX IIM V r NpLP�' A J.L MAT i t Optioinai Sen�ices lice. Schedule fleycriptiou Qu xulily Unit Pricing Nfunthly T'olat Y•]rP.11rtency Cualumcr Scrr ice 300 $5.60 $1500.00 MKI nlldy ilylras.0 hwc •Wrz-ore,Y to Lvff d� h&lg Qow Uugue , turn nn, In-a uU. k3k in \-exliY�Vlhno- and xwtk n .I,r in�zsl.r� lien- Custumw-Sue-eica llntnig 21lr:Nin S4100 "0.H 31uu0tlr RLl-- _I.xahr.,c.xpr::cstull a:c au rn ".As CdPbma w'Olrc'Cf„n ^r,�culIin�.. GPS Cuurrlisatns 26.600 54.95 $111,670 One Time Tlc cnl:.cliull d f n'N (z rditkms fut IRCfCIS a hLy aths Slxrlfl ki aljwl aidarl w.ilh Nub -. ate.' €eat-m y andth lin�iuy, Ih m raottiinaks rack to lt% in 1heCity's GIS 91jeci is Slurlien 26hou 53.95 5105,076.00 One TLue �inlilup e�nl Loi w.erl nn 5ui ly is n ibrailnl m.Idq o` eeea uu1a +xi£�hl The Cicv ofN:u.rolt Bca:]I w fnzuz ds Oau00y tic rtaG.lnxy.xxr7snxc an irs riH>Tns- la ddiEett. syarem:oM :lion a<ld poledii oluna:t eina°N.• efCecli�Ip waicr ccu3a wdm Meter Reading Service Agreement Exhibit `C -Page 1