HomeMy WebLinkAbout161-23 RESOLUTION113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 161-23
File Number: 2023-880
E SOURCE COMPANIES, LLC (SERVICE CONTRACT):
A RESOLUTION TO APPROVE A PROFESSIONAL ENGINEERING SERVICES CONTRACT WITH E SOURCE
COMPANIES, LLC FOR WATER LOSS INVESTIGATION SERVICES IN AN AMOUNT NOT TO EXCEED
$95,000.00, AND TO APPROVE A PROJECT CONTINGENCY IN THE AMOUNT OF $10,000.00
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of City of Fayetteville, Arkansas hereby approves a professional engineering services
contract with E Source Companies, LLC, a copy of which is attached to this Resolution, for water loss investigation
services in an amount not to exceed $95,000.00, approves a project contingency of $10,000.00, and authorizes Mayor
Jordan to sign this contract.
PASSED and APPROVED on August 1, 2023
Page 1
Attest: 1-pZA
��r��
r
ara Paxton, City Clerl Trcasurcr
CITY OF
FAYETTEVILLE
ARKANSAS
MEETING OF AUGUST 1, 2023
CITY COUNCIL MEMO
TO:
Mayor Jordan and City Council
THRU:
Susan Norton, Chief of Staff
FROM:
Tim Nyander, Utilities Director
DATE:
SUBJECT:
E Source Companies, LLC - Water Loss Investigation Services
RECOMMENDATION:
2023-880
Staff recommends approval of an engineering services agreement with E Source Companies, LLC in an
amount not to exceed $95,000.00 for Water Loss Investigation Services, and approval of a project contingency in
the amount of $10,000.00.
BACKGROUND:
The City conducted an AWWA-M36 Water Audit in 2018 through consulting engineer Black & Veatch. One of
the recommendations from this audit was to perform further analysis of data handling and billing. Specifically, a
forensic analysis of billing system data involving a complete download of our database looking for anomalies,
trends, or errors.
DISCUSSION:
This type of water loss is classified as "apparent loss" since it is not related to physical water being leaked. E
Source Companies, LLC specializes in assisting water utilities track down apparent water losses. These errors
may be associated with a variety of processes that support the billing system and the billing process. Further
investigation will also be performed focusing on identifying Customer Metering Inaccuracies, Unauthorized
Consumption, and source meter accuracy from Beaver Water District. The City has exhausted in-house
abilities to assess these matters and looks forward to working with E Source to take a deeper look into water
losses. E Source has helped several other local Arkansas utilities with similar needs, generating good reviews
of their service. E Source was selected for these services through the City's engineering selection committee
process on March 30, 2023 (RFQ 23-01, Selection #4).
BUDGET/STAFF IMPACT:
Funds are available in the Water System Rehabilitation/Replacement account within the Water & Sewer fund.
ATTACHMENTS: SRF E Source Companies, LLC, E Source Companies, LLC
Mailing address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
== City of Fayetteville, Arkansas
y 113 West Mountain Street
Fayetteville, AR 72701
(479)575-8323
- Legislation Text
File #: 2023-880
E Source Companies, LLC - Water Loss Investigation Services
A RESOLUTION TO APPROVE A PROFESSIONAL ENGINEERING SERVICES CONTRACT
WITH E SOURCE COMPANIES, LLC FOR WATER LOSS INVESTIGATION SERVICES IN AN
AMOUNT NOT TO EXCEED $95,000.00, AND TO APPROVE A PROJECT CONTINGENCY IN
THE AMOUNT OF $10,000.00
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE,
ARKANSAS:
Section 1: That the City Council of City of Fayetteville, Arkansas hereby approves a professional
engineering services contract with E Source Companies, LLC, a copy of which is attached to this
Resolution, for water loss investigation services in an amount not to exceed $95,000.00, approves a
project contingency of $10,000.00, and authorizes Mayor Jordan to sign this contract.
Page 1
Tim Nyander
Submitted By
City of Fayetteville Staff Review Form
2023-880
Item ID
7/18/2023
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
6/30/2023 WATER SEWER (720)
Submitted Date Division / Department
Action Recommendation:
Staff recommends approval of an engineering services agreement with E Source Companies, LLC in an amount not
to exceed $95,000.00 for Water Loss Investigation Services, and approval of a project contingency in the amount of
$10,000.00.
Budget Impact:
5400.720.5600-5314.00
Water and Sewer
Account Number Fund
12009.1 Water System Rehabilitation/Replacement
Project Number
Budgeted Item? Yes
Does item have a direct cost? Yes
Is a Budget Adjustment attached? No
Purchase Order Number:
Change Order Number:
Original Contract Number:
Comments: RFQ 23-01, Selection #4
Total Amended Budget
Expenses (Actual+Encum)
Available Budget
Item Cost
Budget Adjustment
Remaining Budget
Project Title
$ 6,573,686.00
$ 1,835,802.76
4,737,883.24
$ 105,000.00
4,632,883.24
Previous Ordinance or Resolution #
Approval Date:
V20221130
AGREEMENT
For
PROFESSIONAL ENGINEERING SERVICES
Between
CITY OF FAYETTEVILLE, ARKANSAS
And
E SOURCE COMPANIES, LLC
THIS AGREEMENT is made as of August 1 , 2023, by and between City of
Fayetteville, Arkansas, acting by and through its Mayor (hereinafter called CITY OF FAYETTEVILLE)
and E Source Companies, LLC (hereinafter called ENGINEER).
CITY OF FAYETTEVILLE from time to time requires professional engineering services in connection
with the evaluation, design, and/or construction supervision of capital improvement projects. Therefore,
CITY OF FAYETTEVILLE and ENGINEER in consideration of their mutual covenants agree as follows:
ENGINEER shall serve as CITY OF FAYETTEVILLE's professional engineering consultant in those
assignments to which this Agreement applies, and shall give consultation and advice to CITY OF
FAYETTEVILLE during the performance of ENGINEER's services. All services shall be performed
under the direction of a professional engineer registered in the State of Arkansas and qualified in the
particular field.
SECTION 1- AUTHORIZATION OF SERVICES
1.1 Services on any assignment shall be undertaken only upon written Authorization of CITY OF
FAYETTEVILLE and agreement of ENGINEER.
1.2 Assignments may include services described hereafter as Basic Services or as Additional Services
of ENGINEER.
1.3 Changes, modifications or amendments in scope, price or fees to this contract shall not be
allowed without a formal contract amendment approved by the Mayor and the City Council in
advance of the change in scope, costs, fees, or delivery schedule.
SECTION 2 - BASIC SERVICES OF ENGINEER
2.1 Perform professional services in connection with the Project as hereinafter stated.
2.1.1 The Scope of Services to be furnished by ENGINEER during the Project is included in
Appendix A attached hereto and made part of this Agreement.
2.2 ENGINEER shall coordinate their activities and services with the CITY OF FAYETTEVILLE.
ENGINEER and CITY OF FAYETTEVILLE agree that ENGINEER has full responsibility for
the engineering services.
E-source Draft Contract RS Burks
SECTION 3 - RESPONSIBILITIES OF CITY OF FAYETTEVILLE
3.1 CITY OF FAYETTEVILLE shall, within a reasonable time, so as not to delay the services of
ENGINEER.
3.1.1 Provide full information as to CITY OF FAYETTEVILLE's requirements for the Project.
3.1.2 Assist ENGINEER by placing at ENGINEER's disposal all available information pertinent to
the assignment including previous reports and any other data relative thereto.
3.1.3 Assist ENGINEER in obtaining access to property reasonably necessary for ENGINEER to
perform its services under this Agreement.
3.1.4 Examine all studies, reports, sketches, cost opinions, proposals, and other documents
presented by ENGINEER and render in writing decisions pertaining thereto.
3.1.5 The Utilities Director is the CITY OF FAYETTEVILLE's project representative with respect
to the services to be performed under this Agreement. The Utilities Director shall have
complete authority to transmit instructions, receive information, interpret and define CITY
OF FAYETTEVILLE's policies and decisions with respect to materials, equipment, elements
and systems to be used in the Project, and other matters pertinent to the services covered by
this Agreement.
3.1.6 CITY OF FAYETTEVILLE and/or its representative will review all documents and provide
written comments to ENGINEER in a timely manner.
SECTION 4 - PERIOD OF SERVICE
4.1 This Agreement will become effective upon the first written notice by CITY OF
FAYETTEVILLE authorizing services hereunder.
4.2 The provisions of this Agreement have been agreed to in anticipation of the orderly progress of
the Project through completion of the services stated in the Agreement. ENGINEER will proceed
with providing the authorized services immediately upon receipt of written authorization from
CITY OF FAYETTEVILLE. Said authorization shall include the scope of the services
authorized and the time in which the services are to be completed. The anticipated schedule for
this project is included as Appendix A.
SECTION 5 - PAYMENTS TO ENGINEER
5.1 The maximum not -to -exceed amount authorized for this Agreement is $95,000.00. The CITY OF
FAYETTEVILLE shall compensate ENGINEER based on a Lump Sum basis as described in
Appendix A.
5.2 Statements
5.2.1 Monthly statements for each calendar month shall be submitted to CITY OF
FAYETTEVILLE or such parties as CITY OF FAYETTEVILLE may designate for
professional services consistent with ENGINEER's normal billing schedule. Once
established, the billing schedule shall be maintained throughout the duration of the Project.
Applications for payment shall be made in accordance with a format to be developed by
ENGINEER and approved by CITY OF FAYETTEVILLE. Applications for payment shall
E Source Companies, LLC 2
be accompanied each month by the updated project schedule as the basis for determining the
value earned as the work is accomplished. Final payment for professional services shall be
made upon CITY OF FAYETTEVILLE's approval and acceptance with the satisfactory
completion of the study and report for the Project.
5.3 Payments
5.3.1 All statements are payable upon receipt and due within thirty (30) days. If a portion of
ENGINEER's statement is disputed by CITY OF FAYETTEVILLE, the undisputed portion
shall be paid by CITY OF FAYETTEVILLE by the due date. CITY OF FAYETTEVILLE
shall advise ENGINEER in writing of the basis for any disputed portion of any statement.
CITY OF FAYETTEVILLE will make reasonable effort to pay invoices within 30 days of
date the invoice is approved, however, payment within 30 days is not guaranteed.
5.4 Final Payment
5.4.1 Upon satisfactory completion of the work performed under this Agreement, as a condition
before final payment under this Agreement, or as a termination settlement under this
Agreement, ENGINEER shall execute and deliver to CITY OF FAYETTEVILLE a release of
all claims against CITY OF FAYETTEVILLE arising under or by virtue of this Agreement,
except claims which are specifically exempted by ENGINEER to be set forth therein. Unless
otherwise provided in this Agreement or by State law or otherwise expressly agreed to by the
parties to this Agreement, final payment under this Agreement or settlement upon termination
of this Agreement shall not constitute a waiver of CITY OF FAYETTEVILLE's claims
against ENGINEER or his sureties under this Agreement or applicable performance and
payment bonds, if any.
SECTION 6 - GENERAL CONSIDERATIONS
6.1 Insurance
6.1.1 During the course of performance of these services, ENGINEER will maintain (in United
States Dollars) the following minimum insurance coverages:
Type of Coverage
Workers' Compensation
Employers' Liability
Commercial General Liability
Bodily Injury and
Property Damage
Automobile Liability:
Bodily Injury and
Property Damage
Professional Liability Insurance
Limits of Liability
Statutory
$500,000 Each Accident
$1,000,000 Combined Single Limit
$1,000,000 Combined Single Limit
$1,000,000 Each Claim
E Source Companies, LLC
ENGINEER will provide to CITY OF FAYETTEVILLE certificates as evidence of the
specified insurance within ten days of the date of this Agreement and upon each renewal of
coverage.
6.1.2 CITY OF FAYETTEVILLE and ENGINEER waive all rights against each other and their
officers, directors, agents, or employees for damage covered by property insurance during
and after the completion of ENGINEER's services.
6.2 Professional Responsibility
6.2.1 ENGINEER will exercise reasonable skill, care, and diligence in the performance of
ENGINEER's services and will carry out its responsibilities in accordance with customarily
accepted professional engineering practices. CITY OF FAYETTEVILLE will promptly
report to ENGINEER any defects or suspected defects in ENGINEER's services of which
CITY OF FAYETTEVILLE becomes aware, so that ENGINEER can take measures to
minimize the consequences of such a defect. CITY OF FAYETTEVILLE retains all
remedies to recover for its damages caused by any negligence of ENGINEER.
6.3 Cost Opinions and Projections
6.3.1 Cost opinions and projections prepared by ENGINEER relating to construction costs and
schedules, operation and maintenance costs, equipment characteristics and performance, and
operating results are based on ENGINEER's experience, qualifications, and judgment as a
design professional. Since ENGINEER has no control over weather, cost and availability of
labor, material and equipment, labor productivity, construction Contractors' procedures and
methods, unavoidable delays, construction Contractors' methods of determining prices,
economic conditions, competitive bidding or market conditions, and other factors affecting
such cost opinions or projections, ENGINEER does not guarantee that actual rates, costs,
performance, schedules, and related items will not vary from cost opinions and projections
prepared by ENGINEER.
6.4 Changes
6.4.1 CITY OF FAYETTEVILLE shall have the right to make changes within the general scope of
ENGINEER's services, with an appropriate change in compensation and schedule only after
Fayetteville City Council approval of such proposed changes and, upon execution of a
mutually acceptable amendment or change order signed by the Mayor of the CITY OF
FAYETTEVILLE and the duly authorized officer of ENGINEER.
6.5 Termination
6.5.1 This Agreement may be terminated in whole or in part in writing by either party in the event
of substantial failure by the other party to fulfill its obligations under this Agreement through
no fault of the terminating party, provided that no termination may be effected unless the
other party is given:
6.5.1.1 Not less than ten (10) calendar days written notice (delivered by certified mail, return
receipt requested) of intent to terminate,
6.5.1.2 An opportunity for consultation with the terminating party prior to termination.
E Source Companies, LLC 4
6.5.2 This Agreement may be terminated in whole or in part in writing by CITY OF
FAYETTEVILLE for its convenience, provided that ENGINEER is given:
6.5.2.1 Not less than ten (10) calendar days written notice (delivered by certified mail, return
receipt requested) of intent to terminate,
6.5.2.2 An opportunity for consultation with the terminating party prior to termination.
6.5.3 If termination for default is effected by CITY OF FAYETTEVILLE, an equitable adjustment
in the price provided for in this Agreement shall be made, but
6.5.3.1 No amount shall be allowed for anticipated profit on unperformed services or other work,
6.5.3.2 Any payment due to ENGINEER at the time of termination may be adjusted to cover any
additional costs to CITY OF FAYETTEVILLE because of ENGINEER's default.
6.5.4 If termination for default is effected by ENGINEER, or if termination for convenience is
effected by CITY OF FAYETTEVILLE, the equitable adjustment shall include a reasonable
profit for services or other work performed. The equitable adjustment for any termination
shall provide for payment to ENGINEER for services rendered and expenses incurred prior to
the termination, in addition to termination settlement costs reasonably incurred by
ENGINEER relating to commitments which had become firm prior to the termination.
6.5.5 Upon receipt of a termination action under Paragraphs 6.5.1 or 6.5.2 above, ENGINEER
shall:
6.5.5.1 Promptly discontinue all affected work (unless the notice directs otherwise),
6.5.5.2 Deliver or otherwise make available to CITY OF FAYETTEVILLE all data, drawings,
specifications, reports, estimates, summaries and such other information and materials as
may have been accumulated by ENGINEER in performing this Agreement, whether
completed or in process.
6.5.6 Upon termination under Paragraphs 6.5.1 or 6.5.2 above CITY OF FAYETTEVILLE may
take over the work and may award another parry an agreement to complete the work under
this Agreement.
6.5.7 If, after termination for failure of ENGINEER to fulfill contractual obligations, it is
determined that ENGINEER had not failed to fulfill contractual obligations, the termination
shall be deemed to have been for the convenience of CITY OF FAYETTEVILLE. In such
event, adjustments of the agreement price shall be made as provided in Paragraph 6.5.4 of
this clause.
6.6 Delays
6.6.1 In the event the services of ENGINEER are suspended or delayed by CITY OF
FAYETTEVILLE or by other events beyond ENGINEER's reasonable control, ENGINEER
shall be entitled to additional compensation and time for reasonable costs incurred by
ENGINEER in temporarily closing down or delaying the Project.
E Source Companies, LLC
6.7 Rights and Benefits
6.7.1 ENGINEER's services will be performed solely for the benefit of CITY OF
FAYETTEVILLE and not for the benefit of any other persons or entities.
6.8 Dispute Resolution
6.8.1 Scope of Paragraph: The procedures of this Paragraph shall apply to any and all disputes
between CITY OF FAYETTEVILLE and ENGINEER which arise from, or in any way are
related to, this Agreement, including, but not limited to the interpretation of this Agreement,
the enforcement of its terms, any acts, errors, or omissions of CITY OF FAYETTEVILLE or
ENGINEER in the performance of this Agreement, and disputes concerning payment.
6.8.2 Exhaustion of Remedies Required: No action may be filed unless the parties first negotiate.
If timely Notice is given under Paragraph 6.8.3, but an action is initiated prior to exhaustion
of these procedures, such action shall be stayed, upon application by either party to a court of
proper jurisdiction, until the procedures in Paragraphs 6.8.3 and 6.8.4 have been complied
with.
6.8.3 Notice of Dispute
6.8.3.1 For disputes arising prior to the making of final payment promptly after the occurrence of
any incident, action, or failure to act upon which a claim is based, the party seeking relief
shall serve the other party with a written Notice.
6.8.3.2 For disputes arising within one year after the making of final payment, CITY OF
FAYETTEVILLE shall give ENGINEER written Notice at the address listed in
Paragraph 6.14 within thirty (30) days after occurrence of any incident, accident, or first
observance of defect or damage. In both instances, the Notice shall specify the nature
and amount of relief sought, the reason relief should be granted, and the appropriate
portions of this Agreement that authorize the relief requested.
6.8.4 Negotiation: Within seven days of receipt of the Notice, the Project Managers for CITY OF
FAYETTEVILLE and ENGINEER shall confer in an effort to resolve the dispute. If the
dispute cannot be resolved at that level, then, upon written request of either side, the matter
shall be referred to the President of ENGINEER and the Mayor of CITY OF
FAYETTEVILLE or his designee. These officers shall meet at the Project Site or such other
location as is agreed upon within 30 days of the written request to resolve the dispute.
6.9 CITY OF FAYETTEVILLE represents that it has sufficient funds or the means of obtaining
funds to remit payment to ENGINEER for services rendered by ENGINEER.
6.10 Publications
6.10.1 Recognizing the importance of professional development on the part of ENGINEER's
employees and the importance of ENGINEER's public relations, ENGINEER may prepare
publications, such as technical papers, articles for periodicals, and press releases, pertaining
to ENGINEER's services for the Project. Such publications will be provided to CITY OF
FAYETTEVILLE in draft form for CITY OF FAYETTEVILLE's advance review. CITY OF
FAYETTEVILLE shall review such drafts promptly and provide CITY OF
FAYETTEVILLE's comments to ENGINEER CITY OF FAYETTEVILLE may require
E Source Companies, LLC 6
deletion of proprietary data or confidential information from such publications, but otherwise
CITY OF FAYETTEVILLE will not unreasonably withhold approval. The cost of
ENGINEER's activities pertaining to any such publication shall be for ENGINEER's
account.
6.11 Indemnification
6.11.1 CITY OF FAYETTEVILLE agrees that it will require all construction Contractors to
indemnify, defend, and hold harmless CITY OF FAYETTEVILLE and ENGINEER from and
against any and all loss where loss is caused or incurred or alleged to be caused or incurred in
whole or in part as a result of the negligence or other actionable fault of the Contractors, or
their employees, agents, Subcontractors, and Suppliers.
6.12 Ownership of Documents
6.12.1 All documents provided by CITY OF FAYETTEVILLE including original drawings, CAD
drawings, estimates, field notes, and project data are and remain the property of CITY OF
FAYETTEVILLE. ENGINEER may retain reproduced copies of drawings and copies of
other documents.
6.12.2 Engineering documents, computer models, drawings, specifications and other hard copy or
electronic media prepared by ENGINEER as part of the Services shall become the property
of CITY OF FAYETTEVILLE when ENGINEER has been compensated for all Services
rendered, provided, however, that ENGINEER shall have the unrestricted right to their use.
ENGINEER shall, however, retain its rights in its standard drawings details, specifications,
databases, computer software, and other proprietary property. Rights to intellectual property
developed, utilized, or modified in the performance of the Services shall remain the property
of ENGINEER.
6.12.3 Any files delivered in electronic medium may not work on systems and software different
than those with which they were originally produced. ENGINEER makes no warranty as to
the compatibility of these files with any other system or software. Because of the potential
degradation of electronic medium over time, in the event of a conflict between the sealed
original drawings/hard copies and the electronic files, the sealed drawings/hard copies will
govern.
6.13 Notices
6.13.1 Any Notice required under this Agreement will be in writing, addressed to the appropriate
parry at the following addresses:
CITY OF FAYETTEVILLE's address:
113 West Mountain Street
Fayetteville, Arkansas 72701
E Source
3020 Carbon Pl. Ste. 300
Boulder, CO 80301
E Source Companies, LLC 7
6.14 Successor and Assigns
6.14.1 CITY OF FAYETTEVILLE and ENGINEER each binds himself and his successors,
executors, administrators, and assigns to the other parry of this Agreement and to the
successors, executors, administrators, and assigns of such other party, in respect to all
covenants of this Agreement; except as above, neither CITY OF FAYETTEVILLE nor
ENGINEER shall assign, sublet, or transfer his interest in the Agreement without the written
consent of the other.
6.15 Controlling Law
6.15.1 This Agreement shall be subject to, interpreted and enforced according to the laws of the
State of Arkansas without regard to any conflicts of law provisions.
6.16 Entire Agreement
6.16.1 This Agreement represents the entire Agreement between ENGINEER and CITY OF
FAYETTEVILLE relative to the Scope of Services herein. Since terms contained in
purchase orders do not generally apply to professional services, in the event CITY OF
FAYETTEVILLE issues to ENGINEER a purchase order, no preprinted terms thereon shall
become a part of this Agreement. Said purchase order document, whether or not signed by
ENGINEER, shall be considered as a document for CITY OF FAYETTEVILLE's internal
management of its operations.
SECTION 7 - SPECIAL CONDITIONS
7.1 Additional Responsibilities of ENGINEER
7.1.1 CITY OF FAYETTEVILLE's review, approval, or acceptance of design drawings,
specifications, reports and other services furnished hereunder shall not in any way relieve
ENGINEER of responsibility for the technical adequacy of the work. Neither CITY OF
FAYETTEVILLE's review, approval or acceptance of, nor payment for any of the services
shall be construed as a waiver of any rights under this Agreement or of any cause of action
arising out of the performance of this Agreement.
7.1.2 ENGINEER shall be and shall remain liable, in accordance with applicable law, for all
damages to CITY OF FAYETTEVILLE caused by ENGINEER's negligent performance of
any of the services furnished under this Agreement except for errors, omissions or other
deficiencies to the extent attributable to CITY OF FAYETTEVILLE or CITY OF
FAYETTEVILLE-furnished data.
7.1.3 ENGINEER's obligations under this clause are in addition to ENGINEER's other express or
implied assurances under this Agreement or State law and in no way diminish any other
rights that CITY OF FAYETTEVILLE may have against ENGINEER for faulty materials,
equipment, or work.
7.2 Remedies
7.2.1 Except as may be otherwise provided in this Agreement, all claims, counter -claims, disputes
and other matters in question between CITY OF FAYETTEVILLE and ENGINEER arising
E Source Companies, LLC 8
out of or relating to this Agreement or the breach thereof will be decided in a court of
competent jurisdiction within Arkansas.
7.3 Audit: Access to Records
7.3.1 ENGINEER shall maintain books, records, documents and other evidence directly pertinent
to performance on work under this Agreement in accordance with generally accepted
accounting principles and practices consistently applied in effect on the date of execution of
this Agreement. ENGINEER shall also maintain the financial information and data used by
ENGINEER in the preparation of support of the cost submission required for any negotiated
agreement or change order and send to CITY OF FAYETTEVILLE a copy of the cost
summary submitted. CITY OF FAYETTEVILLE, the State or any of their authorized
representatives shall have access to all such books, records, documents and other evidence for
the purpose of inspection, audit and copying during normal business hours. ENGINEER will
provide proper facilities for such access and inspection.
7.3.2 Records under Paragraph 7.3.1 above, shall be maintained and made available during
performance on assisted work under this Agreement and until three years from the date of
final payment for the project. In addition, those records which relate to any controversy
arising out of such performance, or to costs or items to which an audit exception has been
taken, shall be maintained and made available until three years after the date of resolution of
such appeal, litigation, claim or exception.
7.3.3 This right of access clause (with respect to financial records) applies to:
7.3.3.1 Negotiated prime agreements:
7.3.3.2 Negotiated change orders or agreement amendments in excess of $10,000 affecting the
price of any formally advertised, competitively awarded, fixed price agreement:
7.3.3.3 Agreements or purchase orders under any agreement other than a formally advertised,
competitively awarded, fixed price agreement. However, this right of access does not
apply to a prime agreement, lower tier subagreement or purchase order awarded after
effective price competition, except:
7.3.3.3.1 With respect to record pertaining directly to subagreement performance, excluding
any financial records of ENGINEER;
7.3.3.3.2 If there is any indication that fraud, gross abuse or corrupt practices may be involved;
7.3.3.3.3 If the subagreement is terminated for default or for convenience.
7.4 Covenant Against Contingent Fees
7.4.1 ENGINEER warrants that no person or selling agency has been employed or retained to
solicit or secure this Agreement upon an agreement of understanding for a commission,
percentage, brokerage or continent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by ENGINEER for the purpose of
securing business. For breach or violation of this warranty, CITY OF FAYETTEVILLE shall
have the right to annul this Agreement without liability or at its discretion, to deduct from the
E Source Companies, LLC 9
contract price or consideration, or otherwise recover, the full amount of such commission,
percentage, brokerage, or contingent fee.
7.5 Gratuities
7.5.1 If CITY OF FAYETTEVILLE finds after a notice and hearing that ENGINEER or any of
ENGINEER's agents or representatives, offered or gave gratuities (in the form of
entertainment, gifts or otherwise) to any official, employee or agent of CITY OF
FAYETTEVILLE, in an attempt to secure an agreement or favorable treatment in awarding,
amending or making any determinations related to the performance of this Agreement, CITY
OF FAYETTEVILLE may, by written notice to ENGINEER terminate this Agreement. CITY
OF FAYETTEVILLE may also pursue other rights and remedies that the law or this
Agreement provides. However, the existence of the facts on which CITY OF
FAYETTEVILLE bases such finding shall be in issue and may be reviewed in proceedings
under the Remedies clause of this Agreement.
7.5.2 In the event this Agreement is terminated as provided in Paragraph 7.5.1, CITY OF
FAYETTEVILLE may pursue the same remedies against ENGINEER as it could pursue in
the event of a breach of the Agreement by ENGINEER As a penalty, in addition to any other
damages to which it may be entitled by law, CITY OF FAYETTEVILLE may pursue
exemplary damages in an amount (as determined by CITY OF FAYETTEVILLE) which
shall be not less than three nor more than ten times the costs ENGINEER incurs in providing
any such gratuities to any such officer or employee.
7.6 Arkansas Freedom of Information Act
7.6.1 City contracts and documents, including internal documents and documents of subcontractors
and sub -consultants, prepared while performing City contractual work are subject to the
Arkansas Freedom of Information Act (FOIA). If a Freedom of Information Act request is
presented to the CITY OF FAYETTEVILLE, ENGINEER will do everything possible to
provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom
of Information Act (A.C.A. §25-19-101 et seq.). Only legally authorized photocopying costs
pursuant to the FOIA may be assessed for this compliance.
IN WITNESS WHEREOF, CITY OF FAYETTEVILLE, ARKANSAS by and through its Mayor, and
ENGINEER, by its authorized officer have made and executed this Agreement as of the day and year first
above written.
CITY OF FAY
By/
M Y , Li nck
ATTEST:
By: W� V,
City Clerk Y
END OF AGREEM
CAN AS E Source Companies, LLC
1..` ii —
�����c.�K'', Reinhard Sturm, SVP E Source
7; C3 • ~
atthew Burks, CSO, E Source
AL ENGINEERING SERVICES
E Source Companies, LLC 10
j4d]V
Proposal to:
The 'City of Fayetteville
May 4, 2023
Water Loss Technical
Assistance
E SOURCE PROPOSAL TO CITY OF FAYETTEVILLE FOR AWWA WATER AUDIT —ADDITIONAL ANALYSIS
Table of Contents
Tableof Contents........................................................................................................................................... i
FirmExperience............................................................................................................................................1
Proposed Scope of Services.......................................................................................................................... 3
Task 1: Customer Meter Reading Process Review & Data Analysis..............................................................3
Task 2: AWWA Water Audit Review & Compilation.....................................................................................4
Task 3: Pilot Leak Detection Design & Implementation................................................................................ 5
Task 4: District Metered Area Assessment & Planning.................................................................................5
Task 5: Source Metering Assessment...........................................................................................................4
ProjectTeam................................................................................................................................................. 7
Fee................................................................................................................................................................. 9
E
Source
POWERING WHAT'S NEXT
1-800-ESOURCE
May 4, 2023
esource@esource.com www.esource.com 3020 Carbon PI., Ste 300, Boulder, CO 80301
Corey Granderson, Utilities Engineer
City of Fayetteville
113 W. Mountain
Fayetteville, AR 72701
RE: Water Loss Technical Assistance
Dear Mr. Granderson,
E Source Companies ("E Source"), the leading solver of problems facing electric, gas, and water utilities, is
pleased to provide this proposal to the City of Fayetteville ("City" or "Fayetteville") for Water Loss Technical
Assistance.
E Source offers a broad portfolio of customer -first and technology -driven solutions to help utilities effectively
manage the customer and infrastructure sides of their businesses reliably, efficiently, safely, and sustainably.
Our guidance helps our clients make data -driven decisions to strengthen their customer relationships, plan for
tomorrow's infrastructure needs, and further their sustainability goals while becoming more innovative and
responsive in the rapidly evolving utility market.
The E Source Water Loss Consulting (WLC) Team has worked with more than 100 utilities in the United
States to compile and validate water audits, design water loss control strategies, conduct leak detection
surveys and evaluate production meter accuracy. Our expertise reaches to every element of implementing
water loss control programs. In most of our work, we move beyond water loss analysis to establish water loss
control programs that save water and money.
We are well versed in the benefits and challenges of designing and implementing meter accuracy
maintenance programs. We have extensive experience in both designing informative meter testing programs
and in appreciating the implications of meter accuracy for water loss control. Our experience is outlined in the
proposal that follows; we hope it demonstrates our commitment to enabling water utilities to better understand
and manage water losses.
We appreciate the opportunity to submit this proposal and thank you in advance for your consideration of our
capabilities. We will be pleased to provide any further information and hope to hear from you soon.
Sincerely,
Reinhard Sturm, Senior Vice President
Water Loss Consulting
786-877-5752
Reinhard—Sturm@esource.com
Kody Salem, Senior Vice President
Solution Services Business Development
615-375-6396
kody_salem@esource.com
E SOURCE PROPOSAL TO CITY OF FAYETTEVILLE FOR AWWA WATER AUDIT—ADDITIONALANALYSIS
Firm Experience
From primary research, consulting, and operational data systems selection and implementation expertise to
breakthrough predictive data science services and Al applications, E Source enables energy and water
utilities to collect, enhance, and use data to transform their operations and solve their sustainability, safety,
reliability, equity, and cost challenges. With hundreds of clients, a 35-year focus exclusively on utilities, and a
growing arsenal of data -driven solutions, E Source brings to each engagement an unrivaled understanding of
what works and how to implement it, increasing speed to value.
The E Source Solution Services Division provides a range of services, from water loss audits and water
management control programs to data analytics, feasibility studies, strategic plans, business cases, vendor
selections, and all phases of the system implementation life cycle. We offer significant innovation, expertise,
and experience to our customers.
E Source WLC's water loss expertise has been recognized by many industry stakeholders, including the
American Water Works Association (AWWA) and the Water Research Foundation (WEF), as well as dozens
of water utility managers nationwide. For nearly 20 years, utilities and professional drinking water
associations have looked to E Source WLC to define best practices for water loss analysis, control, and
management; as well as implementation of proven interventions against water loss; pioneering new
methodologies; and galvanizing regional cooperation.
Our unique blend of utility operational technology consulting expertise
coupled with industry -leading non -revenue water management proficiency is unmatched
by any other firm —and ideally suited for the City's project.
Research institutes and professional drinking water associations overwhelmingly select us to review industry
standards, evaluate the integration of new technologies with water loss management, and propose cutting -
edge analysis and field studies that support distribution system efficiency.
) The North American Industr
19,
Taught
25000
drinking water professionals about best -practice
water loss analysis and control methodology
Performed or validated
400+
water audits to the level-1 standard and
dozens more beyond
Staff average
10
years of water loss consulting experience
Advised regulatory & water management
agencies in
states, plus Puerto Rico, Guam, and the EPA,
both nationally and regionally
Led
65+
comprehensive non -revenue water programs for
water utilities nationwide AWWA committees at the national & state level
Figure 1. E Source Water Consulting's Metrics Demonstrate Our Expertise
E
Developed
E SOURCE PROPOSAL TO CITY OF FAYETTEVILLE FOR AW WA WATER AUDIT—ADDITIONAL ANALYSIS
Our Water Research Foundation publications have been recognized as definitive guides to water loss
management. Notably, the AWWA recommends that utilities employ our Real Loss Component Analysis
model when developing water loss control programs. As shown in Figure 1 of the previous page, we are the
North American industry leader in Water Loss Management.
We have worked with more than 100 utilities nationwide to compile and validate detailed water audits. With
most of these partners, our work has moved beyond water loss analysis to establish water loss control
programs that save water and money. In each of these projects, we established a nuanced understanding of
each system's unique water loss profile, gained an appreciation for the strengths and uncertainties of each
utility's data sources, and developed customized action plans that concretely improve system management
and financial viability. In addition to developing comprehensive water loss control strategies, we also have a
great deal of experience implementing these strategies to reduce water loss. Our recommendations are
always informed by a detailed review of our clients' unique circumstances, characteristics, practices, and
culture.
Our water loss management expertise includes supporting pioneer ground -breaking water loss control
programs, such as the California Water Loss Technical Assistance Program (Water Loss TAP), where we led
the largest water audit training and validation program ever offered —teaching best -practice methods and
performing level 1 water audit validations for all 450 retail urban water suppliers in California.
Our expertise also includes developing proprietary water loss analysis tools and applications, including Leak
Scenario Builder, our multi -agent simulation to systematically explore leakage control strategies for water
distribution systems. Our modeling approach provides actionable recommendations to conserve water and
save money while acknowledging uncertainty. We calibrate the leak scenario builder with system -specific
data to provide insight into three core elements of leakage management: estimating impact on loss rates,
anticipating required level of effort, and evaluating cost effectiveness.
Our mission is to ensure a high -quality delivery that meets your
needs, budget, and schedule. We are extremely proud of our
capabilities and are 100% confident we can achieve the City's
goals. We work as an extension of your staff —our philosophy
in providing services for our clients is to work side -by -side with
your team, providing the needed expertise and experience to
achieve project success.
E SOURCE PROPOSAL TO CITY OF FAYETTEVILLE FOR AW WA WATER AUDIT—ADDITIONAL ANALYSIS
Proposed Scope of Services
The City of Fayetteville has identified an increasing trend in water losses over time and has engaged E
Source to identify the most cost-effective recovery opportunities. The tasks described below were developed
by E Source based on initial discussion with City staff and can be modified to meet the City's expectations
and needs. At the time of writing the City plans to engage in tasks 1 through 3, with tasks 4 and 5
reserved for potential future work.
Task 1: Customer Meter Reading Process Review & Data Analysis
E Source proposes to analyze underlying customer meter reading and billing data to assess how the meter
reading to bill process is implemented in practice and look for evidence of water losses. This analysis intends
to assess the integrity of raw billing data and to evaluate how consistently billing best practices are applied
before summarizing usage volumes for water loss assessments.
Analyses include but are not limited to:
• Duplicate, negative, and large suspicious use volumes
• Comparing raw totalizer reads to listed consumption
volumes
• Assessments of data completeness such as the count
of records per meter and per month
• Prevalence and impact of adjustments and estimates
• Identification of likely stuck meters
• Identification of consumption patterns that may indicate
metering inaccuracy, meter multiplier inconsistencies,
or meter reading unit inconsistencies.
• Selection of customer meters for volumetric testing
• Meter right -sizing evaluation including comparison to similar results from past E Source analyses with
other agencies.
• Prorating customer meter use to better approximate the volume and timing of use to align with
production meter readings for water loss analysis.
• Final derivation of billed metered authorized consumption for the water audit.
Outcomes
- A comprehensive report documenting all significant errors and anomalies found in the underlying billing
and meter reading data sets analyzed.
- Lists of customer meters for targeted testing or other maintenance activities.
- Data sets identifying anomalous records detected through detailed analysis.
E
E SOURCE PROPOSAL TO CITY OF FAYETTEVILLE FOR AWWA WATER AUDIT —ADDITIONAL ANALYSIS
Task 2: AWWA Water Audit Review & Compilation
E Source will review past water audit results to gain important system context and then compile an updated
water audit for a recent calendar or fiscal year. The compilation process includes derivation of all audit inputs
based on data provided by the City.
Outcomes:
A compiled AWWA water audit in version 6 of the free water audit software. E Source will also
provide a summary of known methodological differences from prior water audits.
2. Documentation of data sources used to inform water audit inputs to facilitate future audit compilation
by the City.
Task 3: Source Metering Assessment
E Source will review and analyze historical source meter flow data and accuracy assessments where
available, in addition to visiting source metering sites as needed. Source meters record the volume of water
supplied into the distribution system, and real loss is derived by subtracting authorized use and apparent loss
from water supplied. Therefore, all real loss performance indicators, and therefore real loss intervention
strategies based on those indicators, are dependent on the accuracy of source meters.
Outcomes:
1. Previous source meter testing and calibration review: E Source will review the protocols and
documentation related to source meter testing and calibration practices employed at each source
metering site (own source, import meter and export meter). E Source will also analyze any available
source meter calibration and testing documentation for the last three years.
2. Development of source meter testing approaches: E Source's review will focus on identifying
appropriate testing methodologies for source metering sites. Where the current set up does not allow
for meter tests to be conducted, E Source will provide recommendations to make these meters testable.
This task can include an initial inspection site visit to inspect meter settings.
3. High frequency flow analysis (source meters): E Source will analyze production data for the City's
source meters at the highest temporal resolution available to identify potential data gaps, the
appropriate testing flow rates, and the proportion of flow recorded outside each meter's designed
specifications. E Source will then compare archived flow data with summary volumes and derive the
entries for water supplied in the water audit.
E
E SOURCE PROPOSAL TO CITY OF FAYETTEVILLE FOR AW WA WATER AUDIT—ADDITIONAL ANALYSIS
For Future Work:
Tasks 4 and 5 described below are reserved for potential future work.
Task 4: Pilot Leak Detection Design & Implementation
E Source proposes to survey a representative cross section of
the City's distribution system covering about 30% of the miles
of mains (-250 miles) and then reporting on the findings. Pilot
leak detection results can be used to estimate how significant
real losses are in the system and to decide if further survey is
warranted. E Source's leak detection technicians listen to
every accessible appurtenance for leak noise including
service connections, hydrants, and valves, for example.
Outcomes:
1. Leak detection survey plan documenting the representative areas for the survey and selection
methodology. Factors that could be considered include the main and service line materials, where
known, in addition to the density of development, among others.
2. Individual leak reports showing where E Source technicians detected suspicious noise that may
indicate a leak. Suspected leak noise can be confirmed with City staff before deciding to dig to
attempt a repair.
3. Report on leak detection findings including recommendations for additional survey if pilot results
justify it.
Task 5: District Metered Area Assessment & Planning
E Source will analyze available system data, including GIS data where available, in addition to discussions
with City staff, to identify candidate areas for developing district metered areas (DMAs). DMAs are
hydraulically discrete portions of the distribution system with metered inlets and outlets such that the volume
of authorized use inside the zone boundaries can be compared with the net volume of supply into the area.
By comparing use with supply, functioning DMA's allow system managers to deploy water loss recovery
efforts to specific areas strategically when losses exceed a predetermined threshold.
This task would help the City to plan for DMA implementation and position E Source to assist with that
implementation and monitoring in the future should that be of interest.
Outcomes:
1. A report identifying candidate areas to develop district metered areas (DMAs) including zone
statistics such as the number of boundary sites (inlets & outlets), miles of main, and count of
service connections based on available data.
2. A DMA implementation plan documenting the general steps and considerations for establishing
DMAs based on E Sources extensive experience.
E
E SOURCE PROPOSAL TO CITY OF FAYETTEVILLE FOR AW WA WATER AUDIT—ADDITIONAL ANALYSIS
E SOURCE PROPOSAL TO CITY OF FAYETTEVILLE FOR AW WA WATER AUDIT—ADDITIONALANALYSIS
Project Team
E Source aims to provide the right team of focused experts on each project we pursue —highly skilled senior
consultants, comprised of experts in their fields who understand the unique drivers, responsibilities, and
needs of our clients. We have assembled a team of consulting experts with the directly relevant experience
needed for project success.
CITY OF
FAYETTEVILLE
ARKANSAS
Project Team Qualification:
The following information provides highlights of each team member's qualifications to support this project.
Resumes for each are provided as Appendix A of this proposal. In addition to the identified project team, we
have several other on -demand resources and support staff who are available if and as needed.
/ , ' • • .•
• 7+ years of water loss consulting experience, including managing all aspects of water loss control
program development; 7+ years of experience with WSO (acquired by E Source in 2021); currently
serves as Director of Water Loss Consulting
Developed and implemented multi -year programs in partnership with water utility clients —from initial
proposal to project hand-off
Expertise includes applying statistics; cleaning and analyzing data; developing program tools to
process client data efficiently and consistently; and coordinating, executing, and reporting on
extensive field data collection projects (including leak detection, comprehensive pressure surveys,
source meter testing, and customer meter flow profiling)
Served in same role for the City of Bentonville, City of Fountain Valley, Moulton Niguel Water District,
Coachella Valley Water District, and the East Bay Municipal District among others
Authored technical reports ranging from customer meter management strategies to comprehensive
water loss control master plans for both small and large water utilities
E
E SOURCE PROPOSAL TO CITY OF FAYETTEVILLE FOR AWWA WATER AUDIT—ADDITIONAL ANALYSIS
20+ years of water loss consulting experience
Served as Water Loss SME supporting water loss audit, prevention, and control programs for 50+
utility clients
19 years of experience with WSO (acquired by E Source in 2021); currently serves as Senior Vice
President, TPI Water Loss Consulting
Frequent speaker at AWWA and WEF conferences on water loss management; co-authored Water
Loss Control (2nd Ed.) and published 20+ papers on various water loss topics
Served in same role for Moulton Niguel Water District (reference project 2), Coachella Valley Water
District (reference project 3), and the East Bay Municipal District (reference project 4) among others
30+ years of water utility experience; 7+ years of experience with E Source (Director, Water
Operations)
Experience includes 19 years as Utilities Director at the City of Topeka, where he gained extensive
experience investigating and resolving water loss
Expertise includes defining, developing and directing multiple water loss initiatives, including
development of reporting tools that extracted information from a SunGard HTE billing application to
identify billing failures due to new account additions, rate misapplication to accounts, High/Low
reporting failures, off cycle billing escapes, misapplication of cancel / rebill for sewer adjustments,
aged payment processing, and identification of accounts where a single customer had outstanding
debt.
Served as Water AMI Meter and Operations SME supporting utility IT and OT systems planning,
acquisition, implementation and integration projects involving AMI, MDMS, data analytics, and related
technologies for 30+ utility clients, including Long Beach Water (reference project 5) and WaterOne
(reference project 6)
Frequent speaker at AWWA and WEF conferences on AMI reporting, asset management, cost
reduction, and leadership practices
8 years of experience in utility assessment, business case, and procurement for smart metering and
associated systems and services related to technology planning and implementation.
Analytics expertise with metering data to assist with utility planning and enhanced asset
utilization/optimization.
Technology expertise includes AMI, MDMS, and Customer Engagement Portal (CEP), as well as
procurement support for outage management systems and meter installation vendor (MIV) services.
E SOURCE PROPOSAL TO CITY OF FAYETTEVILLE FOR AW WA WATER AUDIT—ADDITIONAL ANALYSIS
E Source proposes to perform tasks 1, 2, and 3 as detailed in this proposal for a fee of $95,000. Tasks
4 and 5 are reserved for potential future work. The breakdown of this fee by task is shown in the table below.
Task 1: Customer Meter Reading Process Review & Data Analysis $70
Task 2: AWWA Water Audit Review & Compilation
Task 3: Source Metering Assessment
Task 4: Pilot Leak Detection Desian & Implementation (-250 miles of main
Task 5: District Metered Area Assessment & Plannin
Total Tasks 1-3
$10,000
$100,000
$35,000
$95,000
E Source has calculated the proposed fee based on experience completing several similar projects. Our fee
includes all services and deliverables described herein. E Source can adjust the scope of work to provide
support to match the needs of the City.
Reimbursable Expense,
Reimbursable expenses (e.g., travel, incidentals, etc.) are not included and will be submitted monthly for
reimbursement on an actual and reasonable basis. There is no markup on these direct costs, and E Source
does not charge for time spent traveling. We will seek to minimize expenses through the use of government
contractor rates, if available, and teleconferences whenever possible.
ssumations
The following assumptions apply to this proposal:
E Source's proposed fee to implement this Scope of Work is based on the timely start and timely completion
of each proposed task as outlined in the project schedule provided herein. If an unforeseen delay in any
proposed task(s) impacts the level of effort identified or exceeds the duration outlined in the proposed
schedule, E Source reserves the right to develop a change order applicable to the additional services / level
of effort required to complete the impacted task(s).
These rates and estimates are exclusive of taxes. Any required state, city, or local government taxes, fees, or
business licenses costs will be invoiced at actual cost incurred.
The City will provide E Source with working space, network connections, infrastructure, administrative
support, and other services and materials reasonably required to perform project work while onsite at City
offices, if requested.
Payment Terms
Payment terms are net thirty (30) days unless otherwise agreed upon. E Source reserves the right to charge
one and one-half (1.5%) percent per month, or the maximum rate permitted by law, if less than 1.5%, on any
balance remaining unpaid after thirty (30) days.
rroposa► terms ana uonctmons
Terms of this proposal remain valid for 90 days from date of submittal. E Source reserves the right to
negotiate any terms and conditions of the written agreement relating to this SOW with the City.
E
Non -Disclosure Agreement E Source Companies, LLC
Tim Nyander
Submitted By
City of Fayetteville Staff Review Form
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
10/16/2023 WATER SEWER (720)
Submitted Date Division / Department
Action Recommendation:
Staff recommends approval of and the Mayor's signature on a Non -Disclosure Agreement with E Source
Companies, LLC.
Budget Impact:
N/A N/A
Account Number
N/A
Project Number
Budgeted Item? No Total Amended Budget
Expenses (Actual+Encum)
Available Budget
Does item have a direct cost? No Item Cost
Is a Budget Adjustment attached? No Budget Adjustment
Remaining Budget
Fund
N/A
Project Title
$
V20221130
Purchase Order Number: Previous Ordinance or Resolution #
Change Order Number:
Original Contract Number:
Comments:
Approval Date:
10/19/2023
CITY OF
FAYETTEVILLE
ARKANSAS
TO: Mayor Lioneld Jordan
THRU: Susan Norton, Chief of Staff
Tim Nyander, Utilities Director
FROM: Corey Granderson, Utilities Engineer
DATE: October 16, 2023
SUBJECT: Non Disclosure Agreement with E Source Companies, LLC
STAFF MEMO
RECOMMENDATION:
Staff recommends approval of and the Mayor's signature on a Non -Disclosure Agreement with
E Source Companies, LLC.
BACKGROUND:
The City Council approved a professional services contract with E Source Companies on
August 1, 2023 (Res. 161-23) for water audit services to investigate water loss. After project
kickoff and process overviews, it was determined that the data requests needed by E Source to
perform their scope would need to be accompanied by a Non -Disclosure Agreement so that the
City can remain compliant with our legal obligations to protect customer information.
DISCUSSION:
The IT Department and City Attorney's office collaborated to create the Non -Disclosure
agreement which will supplement the existing professional services contract and allow the data
transfer and analysis of our billing data to occur. This will allow E Source to complete their tasks
and scope related to water loss.
BUDGET/STAFF IMPACT:
No budget impact.
Attachments:
Non -Disclosure Agreement
Resolution 161-23
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
10
113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 161-23
File Number: 2023-880
E SOURCE COMPANIES, LLC (SERVICE CONTRACT)
A RESOLUTION TO APPROVE A PROFESSIONAL ENGINEERING SERVICES CONTRACT WITH E SOURCE
COMPANIES, LLC FOR WATER LOSS INVESTIGATION SERVICES IN AN AMOUNT NOT TO EXCEED
$95,000.00, AND TO APPROVE A PROJECT CONTINGENCY IN THE AMOUNT OF $10,000.00
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of City of Fayetteville, Arkansas hereby approves a professional engineering services
contract with E Source Companies, LLC, a copy of which is attached to this Resolution, for water loss investigation
services in an amount not to exceed $95,000.00, approves a project contingency of $10,000.00, and authorizes Mayor
Jordan to sign this contract.
PASSED and APPROVED on August I, 2023
Page 1
NON -DISCLOSURE AGREEMENT
BETWEEN E SOURCE COMPANIES, LLC AND THE CITY OF FAYETTEVILLE, AR
Whereas, the City of Fayetteville, Arkansas ("City"), with municipal offices at 113 W Mountain St,
Fayetteville, AR 72701, is the owner of certain confidential information relating to its technology
systems (collectively referred to as "Confidential Information").
Whereas, E Source Companies, LLC (referred to as "Vendor") is desirous of receiving, reviewing,
and/or evaluating the Confidential Information for the sole and exclusive purpose of providing
services related to the City's Utility Billing Water Audit.
Now, therefore, it is hereby agreed:
That the City shall authorize disclosure to the Vendor some or all of the Confidential Information
based on the Vendor's requirement to provide consulting services related to the audit of Water
Utility Billing. This may include, but is not limited to, location and configuration information
related to city's network infrastructure, meter reading systems, utility billings systems, and
related network equipment and technology systems.
That the Vendor shall hold and use Confidential Information only for the above -stated purpose
of this Agreement and shall restrict disclosure of such Confidential Information to its employees
with a need to know. The Vendor shall protect the Confidential Information received by using
the same degree of care, but no less than a reasonable degree of care, to prevent the
unauthorized use, dissemination, or publication of the Confidential Information as the
Vendor uses to protect its own confidential information of a like nature. The Vendor shall be
responsible for compliance with this Agreement by its Representatives (The Vendor's employees
and employees of the third parties engaged by it) who receive Confidential Information from the
CITY or the Vendor on a need to know basis provided such persons agree in writing to protect
such information in accordance with this Agreement.
That the Vendor will hold the Confidential Information or any part thereof in strict confidence
and will not permit any disclosure thereof to any person or persons outside its organization and
not use or derive any direct or indirect benefit from the Confidential Information or any part
thereof without prior written consent of the City. The Vendor agrees that it will not disseminate
in any manner any part of the Confidential Information.
That the Vendor will not make or authorize to be made any copies of any data authorized to be
released by the City and showing or describing or embodying the Confidential Information except
carrying out its duties with the City.
That the restrictions on the use or disclosure of Confidential Information by the Vendor shall not
include any information which:
1. at the time of disclosure to the Vendor was known to the Vendor to be free of restriction
and such previous knowledge is evidenced by documentation in the possession of the
Vendor, copies of which will be provided to the City if requested;
2. is publicly known or later made publicly known by the City;
3. is evidenced by documentation in the possession of the Vendor as being received from a
third party to this Agreement who: (a) has the legal right to so furnish such information
to the Vendor, and (b) is not obligated to the City to keep such information confidential;
or is approved for release in writing by the City; or
4. is required to be disclosed by federal, state or local law and regulations including but not
limited to the Arkansas Freedom of Information Act, however, the information shall not
be disclosed prior to City being notified in writing of such request for disclosure and the
opportunity for the City to oppose such disclosure as allowed by law.
That nothing in this Agreement shall be construed as conferring to the Vendor any right of
ownership in the Confidential Information or license to use any patents, industrial designs,
copyrights or other intellectual property rights owned or licensed by the City.
That nothing in this Agreement shall be construed as restricting the City's right to restrain use or
dissemination of the Confidential Information in accordance with applicable federal, state or local
law and regulation.
The Vendor acknowledges that a breach by it or any of its employees, agents, officials or officers
of the provisions of this Agreement will cause the City irreparable damage for which the City
cannot be reasonably or adequately compensated in damages. The City shall therefore be
entitled, in addition to all other remedies available to it including, but not limited to, attorney
fees and costs, to injunctive and/or other equitable relief to prevent a breach of this Agreement,
or any part of it, and to secure its enforcement.
This Agreement shall be construed in accordance with the laws of the State of Arkansas.
This Agreement and any amendments hereto may be executed by facsimile signature and in any
number of counterparts, all of which taken together shall constitute one and the same
instrument.
City of Fartteville, Arkansas E Source Companies, LLC
e
B By: }
Lioneld Jordan, ayor Name: Reinhard Sturm
Title: SVP
Date: 10/19 23 Date:10-16-2023