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120 Water - Lead Service Line Inventory - November 2022CITY OF SANDY, OREGON PROFESSIONAL SERVICES AGREEMENT The City of Sandy, Oregon (“City”) and 120 Water Audit, Inc. (“Consultant”) enter into this Professional Services Agreement (“Agreement”) on November 15, 2022 (“Effective Date”). WHEREAS, City and Consultant believe it in their respective and mutual interests to enter into a written Agreement setting out their understandings concerning Consultant’s provision for consulting services as described in the Scope of Work in Exhibit A. Now, therefore, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is acknowledged by the parties, the parties agree as follows. 1. Term This Agreement shall run from the Effective Date through and including the date when the work under the last active scope of work or order form entered into by the parties is completed, unless sooner terminated under the provisions of this Agreement or extended through an amendment. 2. Consultant's Service The scope of Consultant's services (“Scope of Work”) and time of performance under this Agreement are set forth in Exhibit “A”. All provisions and covenants contained in Exhibit A are incorporated by reference and are a part of this Agreement as if fully set forth. Any conflict between this Agreement and Exhibit A shall be resolved first in favor of this written Agreement. Consultant will, in the rendering of its services to City, use commercially reasonable efforts and due diligence and provide such personnel as are necessary to successfully provide the services covered under this Agreement. The parties may only change the scope of services through an amendment. 3. Consultant Identification Consultant's employer identification number, as designated by the Internal Revenue Service, is 81-1714517. 4. Compensation City agrees to pay Consultant $15,820 for the work agreed upon for the project as stated in the Scope of work in Exhibit A, and as agreed upon in any future Scope of Work documents entered into by the parties which shall be effective only if reduced to writing and signed by authorized agents of City and Consultant. 5. Primary Staff Contact City's Primary Staff Contact is AJ Thorne or Thomas Fisher. Consultant's Primary Staff Contact is Logan Turner. Each party shall give the other written notification of any change in their respective Primary Staff Contact. Page 1 – Personal Services Agreement between City of Sandy and 120 Water DMS 24098018.46. Project Information Consultant agrees to share all project information relevant to the City of Sandy, to fully cooperate with all corporations, firms, contractors, governmental entities, and personsinvolved in or associated with the project. No information, news, or press releases related to the project shall be made to representatives of newspapers, magazines, television and radio stations, or any other news medium without the prior authorization of City's Primary Staff Contact. 7. Duty to Inform Consultant shall give prompt written notice to City's Primary Staff Contact if, at any time during the performance of this Agreement, Consultant becomes aware of actual or potential problems, faults or defects in the project, any material nonconformity with the Agreement, or with any federal, state, or local law, rule or regulation, or has any objection to any decision or order made by City. Any delay or failure on the part of City to provide a written response to Consultant shall constitute neither agreement with nor acquiescence in Consultant's statement or claim and shall not constitute a waiver of any of City's rights. 8. Consultant is Independent Contractor Consultant is an independent contractor for all purposes and shall be entitled to no compensation other than the compensation expressly provided by this Agreement. Consultant hereby expressly acknowledges and agrees that as an independent contractor, Consultant is not entitled to indemnification by the City or the provision of a defense by the City under the terms of ORS 30.285. This acknowledgment by Consultant shall not affect his/her/its independent ability (or the ability of his/her/its insurer) to assert the monetary limitations found at ORS 30.270, the immunities listed at ORS 30.265 or other limitations affecting the assertion of any claim under the terms of the Oregon Tort Claims Act (ORS 30.260 to ORS30.300). 9. Overtime Any person employed on work under this Agreement, other than a person subject to being excluded from the payment of overtime pursuant to either ORS 653.010 to 653.261 or 29 USC§201 to 209, shall be paid at least time and a half for all overtime worked in excess of 40 hours in any one week. 10. Indemnity and Insurance i.Indemnity: Consultant shall hold City harmless from and indemnify and defend City for any and all liability, settlements, loss, costs, and expenses in connection with any action, suit, or claim by a third party to the extent resulting or allegedly resulting from Consultant's acts, omissions, activities or services in the course of performing this Agreement. ii.Liability Insurance: Consultant shall maintain occurrence form commercial general liability and automobile liability insurance for the protection of Consultant, City, its Councilors, officers, agents and employees. Coverage shall include personal injury, bodily injury (including death) and broad form property damage, including loss of use of property, occurring in the course of or in any way related to Consultant's operations, in an amount not less than Two Million dollars ($2,000.000.00) combined single limit per occurrence. Such insurance shall name City as an additional insured. iii.Errors & Omissions Insurance: Consultant shall maintain professional liability insurance Page 2 – Personal Services Agreement between City of Sandy and 120 Water DMS 24098018.4 in the amount of not less than $2,000,000 per claim. Consultant shall keep in force the professional liability policy for at least 24 months after the expiration of the Agreement with City. In any case, Consultant shall notify City in the event of a cancellation or reduction in limits. Unless such cancellation or reduction is immediately cured by Consultant, such cancellation or reduction constitutes a breach of this Agreement. iv.Workers' Compensation Coverage: Consultant certifies that Consultant has qualified for State of Oregon Workers' Compensation coverage for all Consultant's employees who are subject to Oregon's Workers' Compensation statute, either as a carrier-insured employer as provided by ORS 656.407, or as a self-insured employer. Consultant shall provide to City within ten (10) days after Agreement award a certificate of insurance evidencing overage of all subject workers under Oregon's Workers' Compensation statutes insured by an insurance company satisfactory to City, if any. The certificate and policy shall indicate that the policy shall not be terminated by the insurance carrier without thirty (30) days' advance written notice to City. A copy of the certificate of self-insurance issued by the State shall be provided to City if the Consultant is self-insured. v.Certificates: Consultant shall furnish City certificates evidencing the date, amount, and type of insurance required by this Agreement. All policies will provide for not less than thirty (30) days' written notice to City before they may be canceled. vi.Primary Coverage: The coverage provided by insurance required under this Agreement shall be primary, and any other insurance carried by City shall be excess. 11. Intentionally Omitted 12. Law of Oregon The Agreement shall be governed by the laws of the State of Oregon, without regard to conflict of laws principles. Venue shall be in Clackamas County, Oregon. 13. Errors Consultant shall perform such additional work as may be necessary to correct errors in the work required under this Agreement without undue delays and without additional cost. 14. Additional Work Only the City Manager, Primary Staff Contact, or the Primary Staff Contact’s representative may authorize additional work. Failure of Consultant to secure authorization for additional work shall constitute a waiver of all right to adjustment in the Agreement price or Agreement time due to such unauthorized extra work and Consultant thereafter shall be entitled to no compensation whatsoever for the performance of such work. 15. Successors and Assignments i.Both City and Consultant bind themselves and any partner, successor, executor, administrator, or assign to this Agreement. ii.Neither City nor Consultant shall assign or transfer their interest or obligation hereunder in this Agreement without the written consent of the other party, provided that consent is not Page 3 – Personal Services Agreement between City of Sandy and 120 Water DMS 24098018.4 required in the event a party assigns, transfers, or conveys substantially all its business assets or equity and provided that the assignee/transferee provides the other party, upon such other party’s request, with reasonable assurances of performance of its obligations under this Agreement. Any assignment, transfer, or subcontract attempted in violation of this subparagraph shall be void. 16. Records i.Consultant shall retain all books, documents, papers, and records that are directly pertinent to this Agreement for at least three years after City makes final payment on this Agreement and all other pending matters are closed. ii.Consultant shall allow City (or any of its authorized representatives) to audit, examine, copy, take excerpts from or transcribe any books, documents, papers, or records that are subject to the foregoing retention requirement, it be agreed that all information provided to or obtained by City or its representatives pursuant to this Section 16 shall be considered Consultant’s confidential information and maintained as such during this Agreement and after any expiration or termination, notwithstanding City’s obligations under the Oregon public records law. 17. Breach of Agreement i.Consultant shall remedy any breach of this Agreement within thirty (30) days after City notifies Consultant in writing of the breach . If Consultant fails to remedy a breach in accordance with this paragraph, City may terminate that part of the Agreement affected by the breach upon written notice to Consultant, . ii.If the breach is material and Consultant fails to remedy the breach in accordance with this paragraph, City may declare Consultant in default and pursue any remedy available for a default. iii.Pending a decision to terminate all or part of this Agreement, City unilaterally may order Consultant to suspend all or part of the services under this Agreement. If City terminates all or part of the Agreement pursuant to this paragraph, Consultant shall be entitled to compensation only for services rendered prior to ten (10) days after receipt of such order to suspend or the date of termination, whichever is later, but not for any services rendered after City ordered suspension of those services. If City suspends certain services under this Agreement and later orders Consultant to resume those services, Consultant shall be entitled to reasonable damages actually incurred, if any, as a result of the suspension. iv.To recover amounts due under this paragraph, City may withhold from any amounts owed by City to Consultant. 18. Mediation/ Trial without a jury Should any dispute arise between the parties to this Agreement concerning their respective obligations of either or the terms hereof, it is agreed that such dispute will be submitted to a mediator prior to any litigation and the parties hereby expressly agree that no claim or dispute arising under the terms of this Agreement shall be resolved other than first through mediation and only in the event said mediation efforts fail, through litigation. Any litigation arising under Page 4 – Personal Services Agreement between City of Sandy and 120 Water DMS 24098018.4 or as a result of this Agreement shall be tried to the court without a jury. Each party agrees to be responsible for payment of its own professional fees, including attorneys’ fees in both mediation and litigation. 19. Termination for Convenience The City may terminate all or part of this Agreement at any time for its own convenience by providing at least thirty (30) days’ prior written notice to Consultant. Upon termination under this paragraph, Consultant shall be entitled to compensation for all services rendered prior to actual notice of the termination or the receipt of the City's written notice of termination, whichever is earlier, plus Consultant's reasonable costs actually incurred in closing out the Agreement. Consultant is not entitled to special or consequential damages upon termination, including lost profits. The City will not be entitled to a refund of any prior paid amounts. 20. Intentionally Omitted 21. Payment for Labor or Material Consultant shall make payment promptly, as due, to all persons supplying to Consultant labor or material for the prosecution of the work provided for in this Agreement. (ORS 279B.220) 22. Contributions to the Industrial Accident Fund If applicable, Consultant shall pay all contributions or amounts due the Industrial Accident Fund from Consultant incurred in the performance of this Agreement and shall ensure that all subcontractors pay those amounts due from the subcontractors. (ORS 279B.220) 23. Income Tax Withholding If applicable, Consultant shall pay to the Oregon Department of Revenue all sums withheld from employees pursuant to ORS 316.167. (ORS279B.220) 24. Payment of Claims by the City If Consultant fails, neglects, or refuses to make prompt payment of any claim for labor or services furnished to Consultant or a subcontractor by any person in connection with this Agreement as the claim becomes due, the City may pay the claim to the person furnishing the labor or services and charge the amount of the payment against funds due or to become due to Consultant pursuant to this Agreement. The City's payment of a claim under this Paragraph shall not relieve Consultant or Consultant's surety, if any, from responsibility for those claims. 25. Hours of Labor Consultant shall pay employees for overtime work performed under the terms of this Agreement in accordance with ORS 653.010 to ORS 653.261 and the Fair labor standards Act of 1938. (29 USC §§ 201 et. seq.) 26. Workers’ Compensation Consultant is a subject employer that will comply with ORS 656.017. Consultant warrants that Page 5 – Personal Services Agreement between City of Sandy and 120 Water DMS 24098018.4 all persons engaged in contract work and subject to the Oregon Workers’ Compensation law are covered by a workers’ compensation plan or insurance policy that fully complies with Oregon law. Consultant shall indemnify City for any liability incurred by City as a result of Consultant's breach of the warranty under this Paragraph. (ORS 279B.230) 27. Medical Care for Employees Consultant shall make payment of all sums to any person, co-partnership, association or corporation, furnishing medical, surgical and/or hospital care incident to the sickness or injury of Consultant's employee(s), all sums which Consultant agrees to pay for such services and all monies and sums which Consultant collected or deducted from the wages of employees pursuant to any law or contract for the purpose of providing or paying for such service. (ORS 279B.230) 28. Modification To be effective, any modification of the provisions of this Agreement shall be reduced to writing and signed by authorized agents of City and Consultant. 29. No Waiver of Legal Rights A waiver by a party of any breach by the other shall not be deemed to be a waiver of any subsequent breach. 30. Integration This Agreement and all Exhibits (including the Master Services Agreement referenced in the Order Form attached hereto as Exhibit B) contains the entire agreement between City and Consultant and supersedes all prior written or oral discussions or agreements regarding the same subject. The background recitals form a material part of this Agreement. [SIGNATURES ON FOLLOWING PAGE] Page 6 – Personal Services Agreement between City of Sandy and 120 Water DMS 24098018.4 City of Sandy, Oregon Digitally signed by AJ Thorne DN: C=US,AJ Thorne O=City of Sandy, CN=AJ Thorne ____E=ajthorne@cityofsandy.com, Date: 2022.11.14 15:56:56-08'00' AJ Thorne Assistant Public Works Director Consultant:120 Water Audit, Inc. By Name: Title: Page 7 – Personal Services Agreement between City of Sandy and 120 Water DMS 24098018.4 EXHIBIT A SCOPE OF WORK EXHIBIT B ORDER FORM Matthew Boes Director of Sales Page 8 – Personal Services Agreement between City of Sandy and 120 Water DMS 24098018.4 Lead Service Line Inventory Scope Of Work This Scope of Work is incorporated in the agreement between 120 Water Audit, Inc., and City of Sandy, OR Deliverables : The “Works,” as defined in the Agreement, comprise the deliverables stated in this SOW for each phase. Goal: Define and execute a plan to comply with the revised Lead and Copper Rule, including developing an inventory, categorized by customer address, for City of Sandy, OR with fully known SL material information. Available in 120Water Platform and ArcGIS-compatible format (via 120Water-Esri Connector), and provide water quality lead and copper sampling services. Inventory Development Methodology: There are 7 separate phases to developing a full LSLI. They are: 1) Program Start and Customer Alignment 2) Data Investigation and Submission 3) Data Analysis 4) Preliminary Findings and Software Alignment 5) Software Import and Training 6) LSLI Verification Strategy 7) LSLI Verifications Further information on each of these phases, along with a general timetable to complete, can be found below. Phase 1: Program Start and Customer Alignment (1-2 weeks) | The purpose of this program stage is for the 120Water and City of Sandy, OR teams to initiate the lead service line inventory (LSLI) program and align on program expectations ● Customer Kick-Off Meeting: the 120Water team will host an introductory meeting to establish the cross-functional Program Team and confirm roles and responsibilities. The session will also establish the program approach including success metrics and project timelines, and the cadence of program reviews, client updates, and any additional City of Sandy, OR goals and expectations ● Deliverable(s): Document containing metrics, timelines, and roles and responsibilities. Phase 2: Data Investigation and Submission (4-6 weeks) | The purpose of this program stage is for the 120Water team to identify, review, document, and collaboratively understand the existing data source(s) and systems. ● Data Investigation Call with 120Water LSLI Lead Program Consultant: The 120Water team will schedule a guided review meeting with City of Sandy, OR to identify sources of data the 120Water team can use to build out a preliminary lead service line inventory. Common data sources include: ○ GIS records ○ Billing system records ○ Work order system record ○ Paper reports, tap cards, as-builts, etc. 1 ○ Recent capital projects ● Data Request: After the Data Investigation Call, the LSLI Lead Program Consultant will submit a formal data request to City of Sandy, OR. The data request will outline the specific sources of data the 120Water team will need to analyze in order to identify all service locations, identify or rule-out sources of lead, and prioritize and strategize for lead service line inventory and replacement efforts. ● Data Submission: 120Water will review all submitted data sources. Once all data is submitted, the 120Water team will determine the best analysis approach to bring the data together into a single data set that reflects all service line locations and associated attributes. ○ ESRI Partnership Solution: Since City of Sandy, OR will want the ability to visualize data in ArcGIS Online (AGOL), 120Water will set up a City of Sandy, OR specific AGOL environment for data submission. 120Water will update the AGOL environment with preliminary inventory findings and continued inventory updates from the 120Water platform, as City of Sandy, OR progresses through their lead service line inventory program ● Deliverable(s): Data requests, data analysis plan options Phase 3: Data Analysis (4-8 weeks) | The purpose of this program stage is to combine all submitted data to develop a preliminary, location-based lead service line inventory that includes EPA complaint service line material categorizations for all identified service lines. The aim is to use existing client data to identify locations, and use the data to rule out potential sources of lead. ● Initiate Analysis: The 120Water data analysis team will conduct a thorough review of the submitted data, to ensure all data fields are understood and data integrity is maintained. ● Build Records-Based Inventory: The 120Water data analysis team will clean and combine all appropriate data sources into a single service line inventory dataset. The final dataset in this stage will include service line locations and material type categorizations for each identified service line in the distribution network, as well as all associated location and service line attributes. ● Note: Should City of Sandy, OR have records of lead service lines within the system, City of Sandy, OR may then choose to use a data science driven selection approach to identify a statistically-driven selection of locations (less than 400 service connections)for physical field verification (not included in scope). 120Water will use the verification results as the basis for lead service line probability predictions. This approach may require additional investment from a City of Sandy, OR chosen (or 120Water Service Partner) field services firm to execute potholing/hydrovacing/home inspections. ● Deliverable(s): Dataset containing the information described above in this phase. Phase 4: Preliminary Findings and Software Alignment (2-4 weeks) |The purpose of this program stage is to deliver the results of the preliminary inventory, and gather any additional feedback from the client to support inventory development—both in terms of reviewing the inventory itself and ensuring the 120Water platform sets the client up for success in long-term inventory management. ● Preliminary Findings Session: The 120Water team will meet with the City of Sandy, OR to deliver the preliminary inventory findings. The session will cover a discussion of service line locations, material type associations, the number of service lines the 120Water team was able to categorize as non-lead, geographic trends, etc. 2 ○ Data Verification: Using the findings the 120Water team will work with City of Sandy, OR to determine if additional data is required to inform the inventory. ○ Software Alignment: During the session, the 120Water team will propose the methodology for customizing the 120Water platform to meet the City of Sandy, OR needs (e.g., customization data fields, location and service line identifiers, prioritization set-up, etc.). ● Additional Data Incorporation: If the City of Sandy, OR submits additional data to be incorporated into the lead service line inventory, 120Water will process the data and integrate the new information into the preliminary inventory. ● Deliverable(s): Report of preliminary inventory findings, configuration documentation. Phase 5: Software Import and Training (2-4 weeks) | The purpose of this program stage is to introduce City of Sandy, OR to their data in the software, and train the City of Sandy, OR team on how best to use the software for continued inventory management. ● Software Configuration: Setup and configure 120Water platform software account and setup user(s) account(s) ● Inventory Software Import: Import the prepared data (and/or)use client’s existing records into the 120Water software ○ Note: If City of Sandy, OR does elect to use the Lead Service Line Probability Finder (predictive model), the 120Water data analysis team will run the model to assess service lines that have the highest probability of containing lead. The preliminary inventory will need to contain sufficient data on SL locations in order to run the model. If the preliminary inventory does not contain the necessary data, 120Water will determine the best path to getting enough observations with City of Sandy, OR. ● Software Training: the 120Water team will train City of Sandy, OR user(s) on the 120Water software platform using City of Sandy, OR’s data. During this session, the 120Water team and the client will discuss current data systems and processes and provide guidance on using 120Water platform for long-term LSL management ● City of Sandy, OR specific 120Water-AGOL environment. ● Deliverable (s): Supporting documentation from training sessions Phase 6: Lead Service Line Inventory Verification Strategy (1-2 Weeks) | The purpose of this program stage is to strategize with City of Sandy, OR on how best to proceed with verifying the material types of service lines that are categorized as Unknown in the lead service line inventory. ● Establish the Prioritization Team: the 120Water team will meet with the client to determine the key decision-maker who will own the prioritization and scheduling ● Hold Prioritization and Verification Workshop: The 120Water team and the Prioritization Team will work through inventory findings, prioritization metrics, geographic considerations, neighborhood information, and other details to define the method for organizing ongoing inventory efforts. In addition, both teams will discuss and strategize verification methods that are best suited to support inventory efforts. Additional 120Water offerings include: ○ Customer LSLI Postcard or Letter Survey Campaigns ○ Lead Check Swab Kits + Customer LSLI Postcard Survey Campaigns ○ Physical Field Validation Checks ○ Sampling 3 ● Initiate and Continue Inventory Efforts: City of Sandy, OR will continue leveraging 120Water software to keep the LSLI updated. ● Continuous Inventory Review: Review the LSLI for compliance throughout the inventory process to ensure the lead service line inventory meets state and federal requirements ● Deliverable(s): Validation plan document Phase 7: Lead Service Line Inventory Verification (varies) | The purpose of this program stage is to execute on the strategies decided upon during the Verification Strategy phase. The City of Sandy, OR team will have the option to use 120Water or 120Water Partner services to execute the chosen Verification Strategies, or perform those methods internally. In either case the 120Water Platform will serve as the database of record for all Service Line material updates, and the Platform will deliver that data back to City of Sandy, OR’s GIS via the 120Water-Esri Connector. ● Deliverable(s): data produced by the platform. 4 Postcard Survey Communications Module: The Customer Surveys can be co-developed alongside the designated City of Sandy, OR team member and other staff representatives. Customer Surveys typically include a City of Sandy, OR Branded Envelope, Customer Survey for hard copy completion with QR Code for Digital completion and prepaid return envelope. All customer surveys will be scheduled, fulfilled and shipped directly through the 120Water Platform. All stages of the lifespan will be tracked within the platform in real time, documenting/time stamping the date customer surveys were ordered, shipped, delivered, and completed. The process is as follows: Step 1:Client Kick-Off Meeting - In this meeting we will introduce your designated team and prepare youfor the launch in the program. Step 2:Data implementation Meeting - For this step, the process is identifying where customer address information for all applicable residents lives and providing the 120Water team with that information to setup the platform. Step 3:Design and Upload the postcard survey template and then iterate on any missing information. Step 4:Get the postcards ready for delivery. Step 5:Implementation of the Communications Module. We will be tracking each postcard survey in the platform from delivery to shipped to return Step 6:Identify any “return to sender” or undeliverable addresses and review the data Step 7:Track results as they are being inputted by residents 5 City of Sandy - OR - LSLI, Comms City of Sandy - OR 39250 PIONEER BLVD MIKE WALKER Sandy, OR 97055 United States Jenny Coker jcoker@ci.sandy.or.us +15036686927 Reference: 20221019-082139232 Quote created: October 19, 2022 Quote expires: February 28, 2023 Quote created by: Liz Johns liz.johns@120water.com Comments from Liz Johns Contract start date at time of signature. Unit Pricing for Verication Techniques: - 5 Bottle 1L Kits, $66.09 - 2 Bottle 1L Lab Analysis, $36.36 - 3M Lead Check Swab with Magnet Validation Kit, $26.43 - Postcard Surveys, $1.75 Products & Services Item Name & Description Unit Price Quantity Term (months) EXHIBIT A Item Name & Description Unit Price Quantity Term (months) Pro - Public Water System $6,820.00  / year 1 24 Implementation $1,500.00  / year 1 Professional Services (Assist) $2,500.00  / year 3 24 Subtotals Annual subtotal $15,820.00 Total $15,820.00 Annual subscription PWS Pro package to manage programs and data. Unlimited users Setup, Conguration and Guided Web Training of the 120Water Account Discrete tappable specics under each scope area (block of 20 hours) Purchase terms Net 30 billing. Invoice Terms: Billing Street Address: Billing City: Billing State: Billing Zip Code: Billing Country: Billing Notes (if applicable): This Order Form, together with the Master Services Agreement available at https://120water.com/master-services-agreement/ (the “MSA”), shall become a legally binding contract upon the earlier of (a) the date both parties execute the Order Form or (b) the date Customer initially began using the Services. Any capitalized word not otherwise dened in this Order Form shall have the same meaning as set forth in the MSA. 120Water may reject this Order Form if: (1) the signatory below does not have the authority to bind Customer to this Order Form, (2) changes have been made to this Order Form (other than completion of the purchase order information and signature block), or (3) the requested purchase order information or signature is incomplete or does not match our records or the rest of this Order Form. Subscriptions are non-cancelable before their end of the Term. Signature Signature Date Printed name Countersignature Countersignature Date Printed name Questions? Contact me Liz Johns liz.johns@120water.com 120Water 250 S Elm St Zionsville, IN 46077 US Matthew Boes 11/15/2022