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HomeMy WebLinkAboutSS4 - Contract Water Meter Reading and BillingCITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Study Session Agenda Item No. SS4 January 12, 2010 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Utilities Department Craig A. Justice, Deputy Utilities Director 949 - 644 -3402 or cjustice @newportbeachca.gov SUBJECT: Contract Water Meter Reading and Monthly Utility Billing ISSUE Should the City Council direct staff to issue a Request for Proposals (RFP) for contract meter reading services and the change from bi- monthly to monthly utility billing? RECOMMENDATIONS: 1. Direct staff to issue a RFP for contract meter reading services; and 2. Direct staff to change from bi- monthly to monthly customer service water and sewer utility billing. DISCUSSION: Background: On December 8, 2009 the City Council approved the Early Retirement Incentive Program (ERIP) and authorized citywide organizational restructuring to meet City financial goals and to improve efficiency as well as reduce costs. This process provided the Utilities Department with an opportunity to review its organization and services. The December 8, 2009 report included Utilities Department recommendations to support its short and long -range goals for the Water Meter Division. These include: 1) Contract water meter reading services, 2) Change from bi- monthly to monthly water and sewer utility billing, 3) Establish a new Customer Service Division, 4) Advance the existing meter replacement program, and 5) Expand the installation of Automated Meter Reading (AMR). This staff report is structured to provide an Executive Summary with an explanation of the process to achieve the Water Meter Division ERIP and restructuring implementation, including the five (5) goals. Following the Executive Summary, detailed supplemental information is provided for each goal. Contract Water Meter Reading and Monthly Utility Billing January 12, 2010 Page 2 Executive Summary The first step in the Water Meter Division ERIP and restructuring implementation has been completed by reducing the Division staff from eight (8) positions to a total of six (6) positions along with the deletion of a vehicle. This change reduces annual program costs by approximately $86,000. However, a staffing level of six (6) positions cannot support the move to monthly water meter reading and the department's goals. To accomplish these efforts four (4) additional positions would be necessary. An alternative approach described below is being recommended for Council consideration. For the next step, the Utilities Department requests authority to issue a RFP for contract water meter reading services. The proposed RFP has been reviewed by the Office of the City Attorney and is enclosed as Attachment A to this report. Contracting for water meter reading services, as a routine and repetitive task, is considered more efficient and economical overall in the long run, than hiring four (4) additional staff. Should Council direct staff to send the RFP for water meter reading services, staff would return at the February 23, 2010 meeting to recommend award of a contract with the most qualified firm. Initially the water meter reading services contract would be for one -half of the City starting approximately March 1, 2010. Contracting one -half as a start would allow the City to evaluate the contractor effectiveness and integration with City staff and programs. It is estimated that contracting out one -half of the City would initially cost in the range of $145,000 ($0.90 per month per meter) to $165,000 ($1.0 per month per meter) based on other recent agency contracts. For example, this year the Irvine Ranch Water District contracted for water meter reading service for $0.95 per month per water meter. It is important to note that contract water meter reading is a specialty service and the City may have a limited number of proposals to consider. Over the next 12 months the department would work with the meter reading contractor and prepare to fully implement the new Customer Service Division activities, meter replacement program and installation of AMR meters. At this point staff will consider returning to Council with a recommendation that the meter reading contract be amended to provide water meter reading service citywide. Lastly, the implementation of monthly water meter reading allows for the change from bi- monthly to monthly water and sewer utility billing. Monthly utility billing will provide several customer benefits to better monitor water usage, service costs, help reduce late notices and payments, improve the Enterprise Fund's cash flow, and set the stage for implementation of a possible tiered water conservation rate structure. The Utilities and Administrative Services Departments have met to discuss the steps and timing and could be ready to start monthly utility billing by April 1, 2010. This would follow the month of March 2010 when City staff would be working with the hired contractor on start-up operations. Contract Water Meter Reading and Monthly Utility Billing January 12, 2010 Page 3 Supplemental Information The following sections of this report provide more detailed information on the Utilities Department five (5) short and long -range goals as part of the Water Meter Division ERIP and restructuring implementation. Contract Meter Reading Currently, the Meter Division provides meter reading service to approximately 26,600 customer accounts. Meter reading is completed on an alternate month basis for bi- monthly billing (routes 1 & 2 one month and the routes 3 & 4 the next). Attachment B to this report shows the four (4) meter routes. In addition, there are currently about 200 accounts with automatic meters that are read automatically from a vehicle. Typically, meter reading is completed during the first half of the month in order for timely manual download of meter reading data for customer billing. The remainder of the month staff completes meter testing, service turn -ons and turn -offs, delinquent accounts, meter replacement, maintenance inspections, new connections inspection, zero consumption evaluation, construction call outs and service requests. Should a meter reading contract be awarded, the contractor would be assigned Routes #3 & #4 to read on a monthly basis (approximately 13,500 accounts). City staff would read Routes #1 & #2 on a monthly basis (about 13,100 accounts) and would still service all 200 existing and future AMR accounts. Attachment B is a map of the meter Routes. The proposed contractor Routes #3 & #4 are indicated in Red and Yellow located in the eastern part of the City. The contractor would only provide water meter reading service and report to City staff all safety concerns, maintenance, leaks and customer services items for action. One of the advantages a water meter reading contractor can bring is improved technology that enhances the City's ability to complete monthly billing, monitor customer account information, evaluate reading errors and customer water usage. Meter reading contractors typically utilize hand held devices that stream real time field information to a web interface that can be transferred electronically to the City billing system. The City's existing system requires manual downloading which is not as efficient. It would take a significant investment to change to a modern hand held system. Monthly Water and Sewer Utility Billing Monthly water and sewer utility billing offers several advantages for the City and customers. A few are listed below: 1. Provides customers with monthly water usage information to help promote water conservation. 2. Improves the City utility billing process. 3. Eliminates significant City staff time spent on delinquent payment customer calls and notices. These now can be included on the monthly utility bill. Contract Water Meter Reading and Monthly Utility Billing January 12, 2010 Page 4 4. Improves the Enterprise Fund cash flow by obtaining payments on a monthly instead of a bi- monthly basis. This is more important should interest rates rise. 5. Will most likely reduce customer late payments. 6. Provides 12 utility billing cycles to provide customer service information. The Utilities and Administrative Services Departments have met to outline the transition. Most important is the ability of water meter reading contractors to provide information that is usable for our billing system. Staff has learned that meter reading data can easily be configured to suit our use. The Administrative Services Department is scheduled to upgrade the Pentamation system in February 2010. This upgrade will support monthly billing. Prior to this upgrade the January and February 2010 utility bills will include a public information insert announcing the change and explain the benefits of monthly billing. The first monthly billing cycle would start in April 2010. Monthly billing would be completed on a weekly cycle basis by sending out groups of bills over the four week period. The four billing groups align nicely with the four (4) meter reading routes. Meter Replacement and Automated Meter Programs The City has roughly 26,600 accounts and meters. Advancing the meter replacement programs and improving efficiency with the use of automated meter technology is a department priority. Meter replacement in a systematic and scheduled manner is important to assist in meeting water conservation and efficiency goals of the City. A large percentage of our meters are 20 -30 years old, while the industry standard is 10 -15 years prior to replacement. Technology has changed significantly and the meter replacement program will take advantage of such advances. For instance, with new technology, the City will obtain reports on an automated basis, rather than manually as is now the practice. This program will be established once contract meter reading is in place. The approach will be to systematically evaluate the approximately 24,800 meters that are one and one -half (1 ''h) inches and smaller and replace them, as needed, with modern meters. These smaller meters typically service the City's residential customers. To improve efficiency and better serve our larger customers, the AMR replacement program will be expanded to change out all 1,400 meters that are two (2) inches and larger. To date about 200 AMRs have been installed for our largest customers. Environmental Review: Staff recommends the City Council finds that contract water meter reading and monthly billing 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 or indirectly. Contract Water Meter Reading and Monthly Utility Billing January 12, 2010 Page 5 Prepared and Submitted by: 13�� Craig A. JusticAj Deputy Utilities Director Attachments: Attachment A — Water Meter Reading Service RFP Attachment B — Water Meter Reading Route Map City of Newport Beach POR� woo 4� �- JANUARY 2010 REQUESTFOR STATEMENT OF QUALIFICATIONS and REQUEST FOR PROPOSALS to provide Water Meter Reading Customer Services Proposal Deadline: 3:00 p.m., Friday February 5, 2010 INTRODUCTION The City of Newport Beach Utilities Department provides water meter reading service to approximately 26,600 customers within the City of Newport Beach. Meter reading and billing is currently provided on a bi- monthly basis. Meter read routes for the City are broken into four (4) areas. Attachment C shows a map of the four route areas. The routes are completed on an alternate month basis (1 & 2 one month, and then 3 & 4 the next). Routes 1 & 2 have approximately 13,100 customer accounts and routes and 3 & 4 have approximately 13,500 customer accounts. The City currently has approximately 199 Automated Meters (AMRs) to service its larger customers. It is anticipated a contract for water meter reading service will be executed in February 2010. The City is requesting that the service contract commence the first of March 2010. The first month of March will be the set -up and training period in which bi- monthly reading and billing will continue. During this time the hired firm and City will prepare to start monthly water meter reading and billing in April 2010. The City will complete routes 1 & 2 and the hired firm will read routes 3 & 4 on a monthly basis. The City will continue to service the AMR accounts. The City is also requesting that each firm in their SOQ /RFP include a list of available optional customer service duties that the City may utilize on an on -call basis. The agreement will be structured to allow the City, during the contract term, to re- negotiate the contract with the selected firm to add water meter reading services for routes 1 & 2, should the City decide to pursue this option in the future. II. SOQ/RFP OBJECTIVES The purpose of this Statement of Qualifications ( "SOQ ") /Request for Proposal ( "RFP ") is to select a qualified firm to provide monthly water meter reading services for route areas 3 & 4 in the City of Newport Beach with the possible expansion of services to route areas 1 & 2 should the City decide this service is needed. The City may also request for optional customer service duties on an on -call basis. The SOQ /RFP should describe the firm's capacity to provide the initial service levels and future expanded meter reading service, including the optional services on an on -call basis. III. SELECTION PROCESS The City of Newport Beach is interested in receiving statements of qualifications and proposals from qualified firms for water meter reading services. After a careful review of each submitted proposal, the City will conduct an evaluation leading to the selection of a firm and the award of a contract. The resultant contract is intended as a five (5) year contract, renewable on an annual basis at the City's sole discretion based on the contractor's performance. The contract will be either renegotiated or re -bid no less than every five (5) years. Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 2 Copies of this request for statement of qualifications and request for proposal may be obtained in person at the Administration office of the Utilities Department located at 949 West 16th Street, Newport Beach. Please do not mail any correspondence to the 16th Street address as it is not a valid mailing address. IV. SCHEDULE of EVENTS Mailing Date SOQ/ RFP Due Award of Contract Est. Contract Start Date V. CITY POINT OF CONTACT Friday January 15, 2010 Friday, February 5, 2010 by 3:00 p.m. Tuesday February 23. 2010 Monday March 1, 2010 The sole source for contact regarding this SOQ /RFP is Craig A. Justice, Deputy Utilities Director, (949) 718 -3402. Individuals or firms interested in submitting a proposal are asked not to contact other members of the City of Newport Beach staff in connection with the SOQ /RFP prior to the announcement of the selected contractor. All written inquires related to this SOQ /RFP are to be submitted in a sealed envelope to: Mr. Craig A. Justice Deputy Utilities Director Utilities Department City of Newport Beach P.O. Box 1768 Newport Beach, CA 92658 -8915 Or in person, in a sealed envelope, to the Administration office of the Utilities Department located at: 949 West 16th Street Newport Beach, CA 92663 Please do not mail any correspondence to the 16th Street address as it is not a valid mailing address. Any inquiries must be labeled as follows: CONFIDENTIAL (INQUIRY REGARDING PROPOSAL FOR CITY OF NEWPORT BEACH WATER METER READING CUSTOMER SERVICE) Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 3 VI. CITY OF NEWPORT BEACH BUSINESS LICENSE The Contractor must possess and maintain in effect a valid City of Newport Beach Business License prior to commencement of work and during the entire time that work is being performed under the contract. VII. PROFESSIONAL LICENSES, PERMITS, ETC. Contractor represents and warrants to the City that he /she has, and will keep in effect at all times during the term of a contract with the City, all licenses, permits, professional qualifications, and approvals of whatever nature that are legally required to practice his/her trade. Vehicles and equipment must meet all current federal, State, and AQMD regulations. Vlll. PROPOSAL CLOSING DATE Contractor must submit one (1) original and two (2) complete copies of the statement of qualifications and proposal (copies must be marked "COPY "). All proposals and statements of qualifications are due no later than 3:00 p.m., Friday, February 5, 2010. All statement of qualifications and proposals must be mailed to: Mr. Craig A. Justice Deputy Utilities Director Utilities Department City of Newport Beach P.O. Box 1768 Newport Beach, CA 92658 -8915 Or delivered, in person or by Courier to the Administration office of the Utilities Department at 949 West 16th Street, Newport Beach, CA 92663. Please do not mail any correspondence to the 16th Street address as it is not a valid mailing address. Statements of Qualifications and Proposals must be labeled as follows: CONFIDENTIAL (PROPOSAL FOR CITY OF NEWPORT BEACH WATER METER READING CUSTOMER SERVICE) Proposals will become a part of the official files of the City of Newport Beach and will not be returned. Late or incomplete proposals will not be considered. IX. INSTRUCTIONS AND CONDITIONS See Attachment A. Water Meter Reading Customer Service - Request for Qualifications /Proposals Page 4 X. DESCRIPTION OF PROJECT AND INTENT (Scope of Work) See Attachment B. XI. DELIVERABLES The Contractor is responsible for the delivery of the Statement of Qualifications and Proposal in the format and content explained in Attachment A, in keeping with the schedule described in subsection IV. XII. ATTACHMENTS Attachment A: Instructions and Conditions ............................... 6 Attachment B: Description of Project Intent (Scope of Work) ........ 11 Attachment C: Water Meter Reading Route Map.. . . ... ...... ....... 14 Attachment D: Statement of Compliance .. ............................... 15 Attachment E: Draft Agreement .............. ............................... 16 Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 5 ATTACHMENT A: INSTRUCTIONS AND CONDITIONS I. PROPOSAL REQUIREMENTS Proposers are encouraged to submit proposals that exceed the minimum specifications stated herein: The proposal must contain: (1) a Technical section and (2) a Service Fee Schedule section. A. Technical Proposal In the Technical section, the respondent should include a breakdown of required services including work schedules, projected required personnel, and labor hours allocation. Most duties and responsibilities are shown on Attachment B, Scope of Work, however this list is not all- inclusive and respondents should add any tasks, duties and /or responsibilities they consider essential and/or valuable. B. Service Fee Schedule In the Time -Cost section, the respondent must provide an estimate of the time and costs that will be required to provide the required services. This is a not -to- exceed cost and should include an allowance for emergency services assistance. The price quote can be indicated as a monthly or annual cost. The per water meter charge on an annual and monthly basis should be indicated. A cost schedule for the list of available optional customer service duties should be included. The service fee schedule is to be placed in a separate sealed envelope. C. Contract A draft contract has been provided in Attachment E. Respondent shall thoroughly review the contract. Within two weeks of award of contract, respondent must provide evidence of insurance, complete with riders and additional insured, along with evidence of having obtained a City of Newport Beach business license, or contract will be nullified. Il. SOQ/RFP FORMAT Firms must submit one (1) original and two (2) complete copies of the statement of qualifications and proposal (copies must be marked "COPY "). The response must contain a statement of qualifications and a concise narrative which addresses, in the order presented, the evaluation criteria set forth in this solicitation. Water Meter Reading Customer Service - Request for QualficationslProposals Page 6 The narrative response shall not exceed twenty (20) pages in length, exclusive of appendix, cover page, letter of transmittal, and table of contents. The respondent must include all of the information requested above to be considered responsive. Proposals should be organized according to the following outline: A. Letter of Transmittal A letter of transmittal shall include the following: 1. The proposer's name and address; 2. Statement that indicates the proposal is valid for at least 90 days from the proposal submission deadline; 3. Statement that indicates the proposer's willingness to perform the services described in this SOQ /RFP; 4. Description of experience with similar services and firm's ability to perform work. This should include a statement of experience covering the firm's background; 5. A statement that the project team and all other necessary resources which are required to perform the services described in this RFP will be made available by your organization over the life of the anticipated contract and any time limitations that may exist in being able to provide them within 24 hours or on weekends; 6. Statement that the signatory has authority to bind the proposer; and 7. Signature of authorized individual(s). B. Statement of Qualifications 1. Provide a cover letter with the firm's name, address, phone /fax numbers, email address and principal contract. 2. Provide a description of the services your firm provides. Include the capacity of your firm to successfully provide meter reading services for route areas 3 & 4 in the City of Newport Beach, with the possible expansion to service route areas 1 & 2. 3. Provide a local staffing list, including names and positions. 4. Provide advance notice requirements; i.e. the ability of your firm to provide service on 24 hour notice and weekends. Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 7 5. Provide the resumes of key personnel. 6. Provide a list of public agency and /or private company work performed in the last five, ten and fifteen years. Provide detailed information on at least one (1) project of similar scope to the services requested. 7. Provide job specific references, including specific contact names and phone numbers. 8. Provide a Fee Schedule (to be placed in a separate sealed envelope). 9. Description of your successes in providing water meter reading services for organizations of similar size and nature. 10. Description of why your firm may be particularly qualified to be selected for this project. 11. Provide 3 client references. 12. Discussion of both current and potential services your company is contemplating as well as the current and potential time commitments of your staff. C. Time -Cost Provide an estimate of the time and cost for this engagement that includes but is not limited to, scope of work, incidental costs, travel, interview, and data gathering costs, analysis, reports, and meetings. D. Client References Respondents shall include the name, address and telephone number of all clients, for whom services similar to those described in this RFP, has been performed. References should be relevant to the personnel described in the Statement of Qualifications. III. SELECTION AND SCHEDULE The selection of a water meter reading firm for award of the contract will be by City staff who will evaluate the responses to this solicitation. Responsive firms will be ranked numerically. The recommendation of the top firm will be based on the results of SOQ /RFP including reference checks, experience and qualifications, and information provided to ensure the scope of service can be provided. It is anticipated a final contract will be submitted to the City Council for approval and award in February 2010. It is estimate work will begin in March 2010. Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 8 The selection process for this SOQ /RFP will be a qualification based selection process where price is considered, but is not a significant evaluation criterion. The top ranked firm will be selected for contract negotiations and changes to the proposed scope of work and/or service fee schedule to best reflect the work that is needed. If contract negotiations fail to result in an agreement between proposer and the City, negotiations will be terminated with selected proposer and the City may engage the second ranked proposer in negotiations. Note: The City reserves the right to negotiate with the top selected firms, if needed. IV. RFP REVIEW CRITERIA A City committee will evaluate each SOQ /RFP based on the following weighted scheme: Firm Qualifications and Experience 50% Workload and Resources 50% Total 100% A. Interviews Selected proposers may be requested to interview with the City's committee. Proposers will be notified in writing of the interview requirements, date, time, location, and amount of time allowed for an interview /presentation and question and answer period. V. ADMINISTRATIVE INFORMATION A. Contact Person: Any information required or questions regarding this RFP should be addressed to the project manager: Mr. Craig A. Justice, Deputy Utilities Director Utilities Department City of Newport Beach 3300 Newport Blvd. P.O. Box 1768 Newport Beach, CA 92658 -8915 Ph: (949) 718 -3402 Fax: (949) 646 -5204 E -mail: ciiusticeC'? new nortbeachea.gov B. Deadline for Receipt of Proposals: Proposals may be mailed or hand delivered, as long as three (3) copies are physically received by the City Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 9 no later than 3:00 p.m., Friday, January 29th, 2010. Faxed proposals are not acceptable. Proposals received after the above proposal submission deadline will not be considered and will be returned. C. Proposers Review and Substantive Questions: Proposers should carefully review this RFP for errors, questionable or objectionable materials, and items requiring clarification. Proposers shall put these comments and /or questions in writing and submit them to the contact person noted above. Please submit questions at least five (5) days before the due date of proposals. This will allow time for an addendum to the RFP to be issued, if required, to all recipients of the initial RFP. D. Addendum to the RFP: The City reserves the right to issue written addenda to revise or clarify the RFP, respond to questions, and /or extend or shorten the due date of proposals. E. Cancellation of the RFP: The City retains the right to cancel the RFP process if it is in the City's best interest. The City shall not be responsible for costs incurred by proposers for proposal preparation. F. Proposal Withdrawal and Correction: A proposal may be corrected or withdrawn by a written request received prior to the deadline for receipt of proposals. G. Retention of Proposals: All proposals and other material submitted become City property and may be returned only at City's option. H. Cost of Proposal Preparation: Any and all costs incurred by proposers in preparing and submitting a proposal are the proposer's responsibility and shall not be charged to the City or reflected as an expense of the resulting contract. Delivery of Proposals: The City assumes no responsibility or liability for the transmission, delay, or delivery of proposals by either public or private carriers. J. Media Announcements: Any and all media announcements pertaining to this RFP require City's prior written approval. K. Binding Contract: This RFP does not obligate the City or the selected proposer until a contract is signed and approved by all parties. Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 10 Attachment B: Description of Project Intent 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 service for route areas 3 & 4, or approximately 13,500 customer accounts, within the City of Newport Beach. 2. Initial start-up meter reading activities commencing in March 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 City monthly water billing and development of service reports. 3. Read, or make reasonable efforts to read, on a monthly basis all located, accessible water meters within the service area of the City. Contractor acknowledges that the service area of the City is subject to change. 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 to route areas 1 & 2 within the City, should the City determine this service is needed. Expansion of service to route areas 1 & 2 during the contract term will 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 or any other agreed upon medium to the City. 7. As required operationally, re- sequence meter routes as needed in coordination with the City's Utility Department Customer Service supervisor. To maintain a monthly billing cycle, meter routes in the process of being re- sequenced may be read outside the normal route schedule, provided that the contractor notifies the City in advance. 8. Provide monthly meter reading services for route areas 3 & 4. There shall be no change in the number or configuration of the water meter reading routes without Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 11 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 monthly utility billing. 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 ids, leaking meters, potential water leaks or any repairs that are needed to water service meter connections. 12. At all times, employ only competent and training 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. At the City's request and based upon reasonable evidence, Contractor shall immediately remove and replace any incompetent, carless to negligent reader. 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 form 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 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. Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 12 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. 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. Provide Contractor access to all areas in the City needed for the Contractor to perform services under contract. Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 13 Attachment C: City of Newport Beach Water Meter Route Map: Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 14 Attachment D: Statement of Compliance Each proposal must be accompanied by a signed Statement of Compliance. The Contractor must sign one of the declarations stated below. I. The person signing below declares that the proposal submitted by (Name of Firm) to perform Water Meter Reading Services for the City as described in the SOQIRFP dated January 2010 was prepared in strict compliance with the instructions, conditions, and terms of the SOQ, RFP, the Scope of Work, and Draft Agreement. Signature Printed Name and Title Date ll. By signing below, the Contractor states that the proposal submitted by (Name of Firm) has been prepared in consideration of and with exception to some of the terms of the RFP, Scope of Work, and Draft Agreement. The Contractor is advised that exceptions and/or a suggested change to any of the terms of the RFP, the Scope of Work, or Draft Agreement must be submitted in writing as an attachment to the proposal submittal. By signing below, the Contractor declares that the proposal includes a statement that identifies each item to which the Contractor is taking exception or is recommending change, includes the suggested rewording of the contractual obligations or suggested change in the RFP, identifies the reasons for submitting the proposed exception or change, as well as, any impact the change or exception may have on contract costs, scheduling, or other considerations. The City reserves the right to reject any declarations that are not accompanied with the required documentation as described above. Signature Printed Name and Title Date Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 15 Attachment E: Draft Contract PROFESSIONAL SERVICES AGREEMENT WITH TO PROVIDE WATER METER READING CUSTOMER SERVICE THIS AGREEMENT is made and entered into as of this day of , 2010, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and , (Company name), a California (Entity type), whose address is ( "Consultant ") and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide water meter reading services within the City service area. C. Consultant possesses the resources, skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. D. The principal member of Consultant for purposes of Project, shall be E. City has solicited and received a Statement of Qualifications and Proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Unless terminated earlier in accordance with Section 24 of this Agreement; the Term of this Agreement shall be for a period of three (3) years. The term shall commence within ten (10) working days of City Council approval of this Agreement and upon the City's receipt and approval of all required certificates of insurance. The term of this Agreement shall automatically be extended for 2 additional one year terms, unless the City notifies Consultant in writing at least thirty (30) days Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 16 before the end of the initial term or any extended term, of its intent to terminate this Agreement. Time is of the essence in the performance of services under this Agreement. 2. SERVICES TO BE PERFORMED A. Consultant shall diligently perform all the services described in the Request for Qualifications/ Request for Proposals attached hereto as Exhibit A and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. B. As a material inducement to the City for entering into this Agreement, Consultant warrants that all work and services 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. Consultant covenants that it shall follow the highest professional standards in performing the work and services and that all 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. PERSONNEL REQUIREMENTS A. All contract services shall be performed by competent and experienced employees. The Consultant shall comply with all state and federal legal requirements regulating the right to work in the United States of America to ensure that all members of the work force have the legal right to perform work under this Agreement. Consultant shall make any records related thereto available to the City within ten (10) days of receiving a written request for said records by the City. B. All supervisors and lead workers must be able to communicate effectively in English (both orally and in writing). Any order given to these supervisors or lead workers shall be deemed delivered to the Consultant. C. The City reserves the right to conduct a background investigation of any employee of Consultant and to require the Consultant to remove any employee whose performance is deemed unsatisfactory in the City's sole discretion. Persons employed by the Consultant who are found unsatisfactory by the City shall be discharged or reassigned by the Consultant on fifteen (15) days notice from the City. D. Consultant shall be responsible for compliance with all local, state, and federal laws and regulations applicable to the scope of work and services provided under this Agreement. Consultant shall employ or retain, at its Water Meter Reading Customer Service - Request for Quatifications/Proposais Page 17 4. 5. sole cost and expense, all professional and technical personnel necessary to properly perform contract services. E. The City will periodically inspect all work performed by the Consultant. F. Consultant shall ensure there is no lapse in service. LICENSES, FEES, PERMITS AND TAXES Consultant 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. Consultant 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 Consultant'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. COMPLIANCE WITH ALL LAWS All work and 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. COMPENSATION TO CONSULTANT City shall pay Consultant the sum of Insert Written Dollar Amount and _1100 ($ .00) per month for a total of Insert Written Dollar Amount and _/100 ($ .00) per year ( "Contract Amount ") to perform all the work and services contemplated by and described in Exhibits A and B. Payment for services shall be made to the Consultant once a month upon submission of an invoice explaining in sufficient detail the services performed. City shall pay 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 Consultant as specified in Section entitled "Notices." Upon the second anniversary of the Commencement Date and upon each anniversary of the Commencement Date thereafter, the Contract 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 Contract Amount by a fraction, the numerator of which is the value of the Consumer Price Index for the calendar onth three (3) months preceding the calendar month for which such adjustmen is to be made and the denominator of which is the value of the Consumer Pri Index for the same calendar month immediately prior to Commencement Date For example, Meter Reading Customer Service - Request for Page 18 if the adjustment is to occur effective June 1, 2009, the index to be used for the numerator is the index for the month of March 2009 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 Contract Amount in effect immediately preceding such adjustment. No adjustment shall be made on the first anniversary of the Commencement Date. The maximum increase to the Contract 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 Contract Amount in effect immediately preceding such adjustment. 7. INDEPENDENT CONSULTANT It is understood that City retains Consultant on an independent Consultant basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, 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 Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 8. REPAIRIREPLACEMENT A. The Consultant 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. B. Consultant shall advise the Utilities Operation Manager of any damage to City equipment or property immediately upon becoming aware of the damage. Water Meter Reading Customer Service - Request for QualificationsJProposals Page 19 C. Consultant shall repair, at its sole cost and expense, any damage to City equipment or property caused by Consultant or its agents, employees, representatives or officers. 9. FAMILIARITY WITH WORK AND WORK SITE A. By executing this Agreement, Consultant warrants that Consultant: (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. Consultant warrants that Consultant has investigated the sites depicted in Exhibit A and is fully acquainted with the conditions there existing, prior to commencement of services hereunder. B. City and Consultant agree that City has made no representation regarding the order or condition of any area or location for which Consultant 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, Consultant 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, 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 Consultant's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, Consultants, subConsultants, 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 Consultant 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 Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 20 applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 11. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. 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. D. Coverage Requirements. i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California; however, in no event shall the Employer's Liability Insurance be less than one million dollars ($1,000,000) per occurrence. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or Water Meter Reading Customer Service - Request for QualificationslProposals Page 21 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. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant 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 ($1,000,000) combined single limit for each occurrence. E. Endorsements. Each general liability, employer's liability and automobile liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 22 notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional Insurance. Consultant 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 A. Consultant 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. Consultant acknowledges that these provisions relative to assignment are commercially reasonable and that Consultant does possess special skills, abilities, and personnel uniquely suited to the performance of contract services and any assignment of this Agreement to a third party, in whole or in part, could jeopardize the satisfactory performance of contract services. Consultant may not employ any Subconsultants unless specifically authorized by City. B. The sale, assignment, transfer, or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venture which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. 13. RECORDS A. All Consultant'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. B. Consultant shall keep records and invoices in connection with its work to be performed under this Agreement. Consultant 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. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records. Consultant shall maintain and allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a Water Meter Reading Customer Service - Request for Qualfications/Proposals Page 23 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, Mr. Craig A. Justice, shall be considered the City's Administrator and shall have the authority to act for the City under this Agreement. 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 A. Consultant may be asked to perform additional water meter reading customer service duties by the Administrator. The Administrator may give verbal authorization for additional services up to $500. Administrator shall provide Consultant with written authorization prior to the performance of any additional services that exceed $500. B. City reserves the right to withdraw certain tasks from the work to be performed by Consultant pursuant to this Agreement. City shall notify Consultant in writing of its intent to do so at least thirty (30) days prior to the effective date of withdrawal of any task. In the event a task is withdrawn from the Scope of Services, compensation to Consultant shall be reduced in accordance with costs as specified in Exhibit B. 16. WORK DEFICIENCIES AND CORRECTIONS A. The Consultant's performance will be evaluated on a regular basis. When problems are identified, the City will notify Consultant. If issues are serious or go unresolved, a Notice of Deficiency will be issued to Consultant in writing. This notice will detail the issues and give a cure period to resolve them. B. 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) 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 monthly compensation due the Consultant; (c) deletion of the site(s) from the Contract and reducing the corresponding compensation for that month; (d) contracting with another Vendor to perform the management and other services required for the remainder of the term of the Contract and deducting from the Consultant's Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 24 total compensation under the contract any costs that City pays or becomes obligated to pay the new Consultant, including expenses City incurs over and above the monthly billing rate by the Consultant for that site; (e) terminating the agreement; and /or (f) taking any other action and exercising any other legal remedy available to the City under law. C. The City reserves the right to make appropriate deductions in payments for unsatisfactory performance or failure to perform contract duties. Payment deductions shall be based upon the services and prices outlined in Exhibits A and B. 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 Consultant may be required to do, or respecting any payment to Consultant during the performance of the Agreement, such dispute shall be decided by the City Manager and his decision shall be final and binding upon Consultant and his sureties. 18. REIMBURSEMENT FOR EXPENSES Consultant shall not be reimbursed for any expenses unless the City approves the expense in advance in writing. 19. LABOR A. Consultant shall conform with all applicable provisions of State and Federal law including, applicable provisions of the Federal Fair Labor Standards Act. B. Whenever Consultant has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Consultant shall immediately give notice to City, and provide all relevant information. 20. NONDISCRIMINATION BY CONSULTANT Consultant represents and agrees that it does not, and will not, discriminate against any SubConsultant, Consultant, 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. Consultant'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, including apprenticeship. 21. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 25 City reserves the right to employ other Consultants in connection with this Project. 22. CONFLICTS OF INTEREST A. The Consultant 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 Consultant will provide a completed disclosure form noting the above. Consultant will comply with the Act and relevant City Resolutions. B. If subject to the Act, Consultant 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 Consultant shall indemnify and hold harmless the City for any claims for damages resulting from the Consultant's violation of this Section. 23. NOTICES 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 P.O. Box 1768 Newport Beach, CA 92658 -8915 Ph: (949) 718 -3402 Fax: (949) 646 -5204 E -mail: cjusticeto-�. city. newport- beach.ca.us All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: NAME ADDRESS Ph Fax E -mail Water Meter Reading Customer Service - Request for QualificationslProposals Page 26 24. TERMINATION /DEFAULT A. In the event Consultant fails or refuses to timely perform any of the provisions of this Agreement in the manner required or if Consultant violates any provisions of this Agreement, Consultant 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 Consultant fails to give adequate assurance of due performance within two (2) working days after Consultant 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. B. This agreement may be terminated without cause by the City upon thirty (30) days written notice. Upon termination, City shall pay to Consultant that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of termination. The Consultant may only terminate the Agreement in the event of nonpayment by the City. In the event of nonpayment by the City, Consultant shall give the City thirty (30) days written notice thereof and the City shall have fifteen (15) working days to cure the alleged breach. C. 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 Consultant's compensation for contract services if, in the judgment of the City Manager, the level of service falls below standards and /or Consultant fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the City Manager determines that contract services are performed as well and as frequently as required by this Agreement. 25. COST OF LITIGATION 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. 26. WAIVER A waiver by City 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. Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 27 27. 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. 28. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 29. 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. 30. CONTROLLING LAW AND VENUE 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. 31. 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. 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 OF CITY ATTORNEY: By: Leonie H. Mulvihill, Assistant City Attorney CITY OF NEWPORT BEACH, A Municipal Corporation 0 Keith D. Cu", Mayor Water Meter Reading Customer Service - Request for Qualifications/Proposals Page 28 ATTEST: A Leilani Brown, City Clerk CONSULTANT: By: Title: 0 Title: Attachments: Exhibit A — Request for Qualifications/ Request for Proposal Exhibit B — Service Fee Schedule Water Meter Reading Customer Service - Request for QualificationslProposals Page 29