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HomeMy WebLinkAboutVS Engineering, Inc.PROFESSIONAL SERVICE AGREEMENT BETWEEN VS ENGINEERING, INC. (ENGINEER) AND CITY OF JEFFERSONVILLE -SANITARY SEWER BOARD (OWNER) WHEREAS, OWNER desires to obtain professional engineering services for the Tenth Street Pump Station Expansion (PROJECT), WHEREAS, OWNER wishes to obtain these services according to time requirements which specify particular and definite deadlines, WHEREAS, the ENGINEER has expressed its willingness to provide these services within the specified time requirements. NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and responsibilities, OWNER and ENGINEER agree as follows: ARTICLE 1. AUTHORITY TO EXECUTE AGREEMENT Each party represents and warrants to the other party that: a. The party is duly organized and existing in good standing under the laws of Indiana and has all requisite power and authority to carry out the obligations set forth in this Agreement. b. The party has the power, authority, and legal right to enter into and perform its obligations set forth in this Agreement, and the execution, delivery, and performance whereof, have been duly authorized by all necessary action. This Agreement has been duly entered into and delivered and constitutes a legal, valid, and binding obligation of the party, enforceable in accordance with its terms. ARTICLE 2. ATTACHMENTS The Attachments which accompany and form a part of this Agreement as of the date hereof are: a. "Attachment A" consisting of the described services to be performed by ENGINEER. b. "Attachment B" consisting of a list of key professional staff ENGINEER agrees to provide for the PROJECT. c. "Attachment C" consisting of a schedule for completion of the milestone tasks of the PROJECT. d. "Attachment D" consisting of a mediation process to be utilized by the parties. e. "Attachment E" consisting of compensation for ENGINEER'S services under this Agreement. ARTICLE 3. INTENT AND INTERPRETATION 3.1 The "Agreement", as referred to herein, shall mean this Agreement executed by OWNER and ENGINEER, and shall include these Terms and Conditions, the Attachments described in Article 2 and attached hereto, and any written supplemental agreement or modification entered into between OWNER and ENGINEER, in writing, after the date of this Agreement. 3.2 This Agreement shall include, and incorporate by reference, any provision, covenant or condition required or provided by law or by regulation of any state or federal regulatory or funding agency. ARTICLE 4. ENGINEER'S RESPONSIBILITIES 4.1 ENGINEER shall serve as OWNER'S professional representative with respect to all services provided by ENGINEER hereunder, and will give consultation and advice to OWNER during the performance of such services. 4.2 ENGINEER shall perform professional services as stated in "Attachment A" of this Agreement. 4.3 ENGINEER shall perform all services under this Agreement in a skillful and competent manner in accordance with normally accepted standards of the architectural and engineering professions and with that degree of care and skill which a professional engineer or architect would exercise under the same or similar circumstance. Without modifying the above standard, ENGINEER shall be responsible for the professional quality, technical accuracy, timely completion, and the coordination of all designs, drawings, specifications, reports, and other services furnished by ENGINEER under this Agreement. 4.4 ENGINEER shall perform all professional services necessary to accomplish the work required to be performed under this Agreement, in accordance with this Agreement and applicable local, state and federal requirements. 4.5 ENGINEER shall make all reasonable efforts to provide competent, capable, experienced and suitably qualified personnel for the performance of all services. Any employee or representative of ENGINEER who, in the opinion of OWNER, does not perform his work in a proper and skillful manner, or is disrespectful, or otherwise objectionable, shall, at the written request of OWNER, be removed from performing any further services on behalf of O WNER. 4.6 ENGINEER'S submittals are subject to prompt monitoring and acceptance by OWNER for general compliance with the services described in "Attachment A". In the event that any submittal is not accepted by OWNER, OWNER shall notify ENGINEER in writing of its reasons for non-acceptance and may make suggested revisions. Upon receipt of said notification, the non-acceptance submittal shall be revised appropriately by ENGINEER until accepted by OWNER. If ENGINEER does not agree with OWNER's suggested revisions, ENGINEER shall submit its reasons therefor to OWNER in writing. 4.7 ENGINEER shall fulfill the requirements of governing regulatory agencies as may be applicable to the work and services to be performed by ENGINEER described in this Article or in "Attachment A". ARTICLE 5. OWNER'S RESPONSIBILITIES 5.1 Except to the extent that such responsibilities are otherwise waived or assumed by ENGINEER, OWNER shall take reasonable steps to: 5.1.1 Issue a written notice to proceed in a timely manner to begin work as described in "Attachment A". 5.1.2 Designate in writing a person to act as OWNER'S representative with respect to the services to be performed or furnished by ENGINEER under this Agreement. Subject to Article 17, such person will have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to ENGINEER'S services for the PROJECT. 5.1.3 Make available all information pertinent to the PROJECT including previous reports and any other data relative to design and construction of the PROJECT. 5.1.4 Furnish to ENGINEER, as required by ENGINEER for performance of its services, data prepared by or services of others. 5.1.5 Monitor all studies, reports, sketches, drawings, specifications, proposals and other documents presented by ENGINEER. 5.1.6 Pay cost for advertising and obtaining formal bids or proposals from contractors. 5.1.7 Provide such legal, accounting and insurance counseling services as may be required for the PROJECT, and such auditing service as OWNER may require to ascertain how or for what purpose any contractor has used the monies paid to it under the construction contract. 5.1.8 Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under this Agreement. 5.1.9 Attend the pre-bid conference, bid opening and preconstruction conferences as required. ARTICLE 6. COMPLETION SCHEDULE 6.1 The proposed schedule for the completion of the PROJECT is presented in "Attachment C" and is made a part hereof. 6.2 ENGINEER shall adhere to all time limits stated in this Agreement or included in any accepted time schedule. 6.3 OWNER may at any time, by written order, make changes within the general scope of the Agreement in the services of work to be performed. If ENGINEER believes that such a change justifies an increase in ENGINEER'S contract time or contract price required to perform the services under this Agreement it must assert such claim in writing within thirty (30) days of receipt of OWNER'S written order giving rise to the claim. 6.4 ENGINEER shall not be responsible for any time delays in the PROJECT, or in the performance of services under this Agreement, to the extent such delays are caused solely by any act, omission, neglect or default of OWNER or anyone employed by OWNER, or by the unreasonable delay of any review agency or utility, or for any delay or damage caused by fire or the combined action of workers and which are in no way chargeable, in whole or in part, to ENGINEER, or by any other conditions or circumstances beyond the control of ENGINEER, its employees, agents, or other persons for whose acts or omissions ENGINEER is responsible. In the event of such delay, ENGINEER shall be entitled to an adjustment in the scheduled or agreed time limitations for the performance of services, and this Agreement shall be modified in writing accordingly. ARTICLE 7. INSURANCE 7.1 ENGINEER shall, as a condition precedent to this Agreement, purchase and thereafter maintain such insurance as will protect it and OWNER from the claims set forth below which may arise out of or result from ENGINEER'S operations under this Agreement, whether such operations be by ENGINEER or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable: 1) Claims under Worker's Compensation and Occupational Disease Acts, and any other employee benefits acts applicable to the performance of the work; 2) Claims for damages because of bodily injury and personal injury, including death, and; 3) Claims for damages to property. ENGINEER'S commercial general liability insurance shall also provide coverage for the following: 1) Contractual liability insurance as applicable to any hold-harmless agreements in the contract; 2) Products and completed operations; 3) Fellow employee Claims under personal injury; 4) Broadform liability; 5) Independent Contractors. ENGINEER'S insurance shall be not less than the amounts shown below: A. Worker's Compensation & Disability Statutory B. Employer's, Liability Bodily Injury Accident $ 100,000 each accident Bodily Injury by Disease $ 500,000 policy limit Bodily Injury by Disease $ 100,000 each employee C. Commercial General Liability (Occurrence Basis) Bodily injury, personal injury, property damage, contractual liability, products- completed operations. General Aggregate Limit $2,000,000 (Other Than Products/Completed Operations) Products/Completed Operations $2,000,000 Personal & Advertising $1,000,000 Injury Limit Each Occurrence Limit $1,000,000 5 Fire Damage (any one fire) $ 50,000 Medical Expense Limit $ 5,000 D. Comprehensive Auto Liability $1,000,000 (single limit) (owned, hired &non-owned) Bodily injury & property damage $1,000,000 each accident E. Umbrella Excess Liability $1,000,000 each occurrence and aggregate F. Professional Liability $1,000,000 per claim and aggregate 7.1.1 Professional liability coverage, if available to the engineering profession, shall be in effect from the effective date of this Agreement and shall remain in effect continuously until the applicable statute of limitations has run. (Coverage Period). Coverage also shall extend to employees who may retire, transfer or otherwise cease employment with ENGINEER during the Coverage Period. 7.1.2 Professional liability policies may be either claims made or per occurrence. 7.1.3 Deductibles on professional liability policies may be either per claim or per occurrence. 7.1.4 Professional liability coverage shall only be limited by a maximum annual aggregate. There shall be no limits on the number or amount of claims made against a specific PROJECT. 7.2 With the prior approval of OWNER, ENGINEER may substitute different types of coverage for those specified as long as the total amount of required protection is not reduced. 7.3 Regardless of the nature of the policy or whether the deductible is per claim or per occurrence, all deductibles shall be the responsibility of ENGINEER. ARTICLE 8. COMPENSATION TO ENGINEER 8.1 For the services described in this Agreement or in "Attachment A", OWNER agrees to pay ENGINEER, on an hourly rate basis, not to exceed amount of $338,700.00, as per the provisions of "Attachment E", unless modified by an amendment to this Agreement. 8.2 No payment request or statement made pursuant to this Article shall exceed the estimated amount in value of the work and services performed by ENGINEER under this Agreement, which estimates shall be prepared by ENGINEER and supplemented or accompanied by such supporting data as may be required by OWNER. 8.3 Payment requests by ENGINEER shall be submitted no more often than monthly. The payment request shall be accompanied by a signed voucher and such supporting data as may be required by OWNER. 8.4 OWNER shall pay ENGINEER for the professional services supported by invoices and documentation. OWNER will pay the amount of the invoice within thirty (30) days of OWNER'S acknowledgement that invoice and documentation are acceptable. OWNER will give ENGINEER written notice within five (5) working days of receipt of the invoice and documentation if the invoice or documentation is not acceptable. 8.5 If, prior to the satisfactory completion of services under this Agreement, the total costs incurred by ENGINEER are within 25% of the maximum amount payable, ENGINEER shall notify OWNER in writing. ENGINEER shall cease all work when the total costs incurred equal 95% of the maximum amount payable. Work will not recommence until ENGINEER receives written notice from OWNER and an adjusted maximum amount payable has been negotiated, if in the sole judgment of OWNER, such an adjustment is required. The ENGINEER shall not be entitled to compensation for unauthorized work over the maximum amount payable. This section shall not apply when the method of compensation described in Article 8.1 is lump sum. ARTICLE 9. TERMINATION BY OWNER 9.1 If ENGINEER becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors or consultants employed by it, or if it otherwise materially violates or fails to perform any term, covenant or provision of this Agreement, ENGINEER shall be considered in default, and OWNER may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that ENGINEER shall be given; (1) not less then ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of OWNER'S intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination, and a reasonable opportunity to cure the default. In determining the amount of final payment to be made to ENGINEER upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work. 9.2 This Agreement may be terminated in whole or in part in writing by OWNER for OWNER'S convenience; provided that ENGINEER is given: (1) not less than TEN (10) calendar days written notice (delivered certified mail, return receipt requested) of intent to terminate; and (2) an opportunity for consultation with OWNER prior to termination. If termination for convenience is effected by OWNER, ENGINEER'S compensation shall be equitably adjusted to include a reasonable profit for services or other work performed, and shall provide for payment to ENGINEER for services rendered and expenses incurred prior to the termination. No amount shall be allowed for anticipated profit on unperformed services or other work. 9.3 Upon receipt of a termination action for default or for the OWNER'S convenience, ENGINEER shall: (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information, materials or documents as may have been accumulated by ENGINEER in performing this Agreement, whether completed or in process. 9.4 Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by OWNER are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then OWNER shall have the right to terminate this Agreement without penalty by giving written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. OWNER agrees that it will make its best efforts to obtain sufficient funds, including, but not limited to, requesting in its budget for each fiscal period during the term hereof-sufficient funds to meet its obligations hereunder in full. ARTICLE 10. TERMINATION BY ENGINEER 10.1 If OWNER fails to pay ENGINEER within sixty (60) days after payment is due, ENGINEER may, after having given fifteen (15) days written notice, and if OWNER has not made payment, terminate this Agreement. In the event of such termination, OWNER shall compensate ENGINEER in accordance with the provisions of Paragraphs 8.4 and 9.2 of this Agreement. 10.2 If OWNER requests ENGINEER to furnish or perform services contrary to ENGINEER'S responsibilities as a licensed design professional, ENGINEER shall notify OWNER of this request within three (3) days of the request being made. If OWNER renews request and request actually requires ENGINEER to act contrary to ENGINEER'S responsibilities as a licensed design professional, ENGINEER may terminate this Agreement upon seven (7) days written notice to OWNER. In the event of such termination, OWNER shall compensate ENGINEER in accordance with the provisions of Paragraph 9.2 of this Agreement. ARTICLE 1 I. SUCCESSORS AND ASSIGNS 11.1 OWNER and ENGINEER each binds itself and its partners, successors, executors, administrators and assigns to the other party of this Agreement and to the partners, successors, executors, administrators and assigns of such other party, in respect to the promises, representations, acknowledgements, covenants and responsibilities contained in this Agreement. 11.2 Except as otherwise provided herein, ENGINEER shall not assign, sublet or transfer his interest in this Agreement without the written consent of OWNER. 11.3 Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of OWNER. ARTICLE 12. RECORDS; AUDITS ENGINEER shall maintain books, records, documents and other evidence directly pertinent to performance of services under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. ENGINEER shall maintain the financial information for a period of THREE (3) years after final payment under this Agreement has been made. ARTICLE 13. OWNERSHIP OF DOCUMENTS All drawings, specifications, computations, sketches, test data, survey results, models, photographs, renderings and other material relating to this PROJECT, developed in the performance of this Agreement or prepared in connection therewith, are the property of OWNER and shall be delivered to OWNER, if requested by OWNER, upon completion of services or upon termination of this Agreement. The OWNER will not change or reuse any document for any project or purpose other than as described in the Agreement without the written consent of the ENGINEER. However, the ENGINEER expressly acknowledges that the OWNER is a public agency and is subject to public access, disclosure and distribution laws, regulations and policies. Use by the public of any document or the information contained therein, shall not be considered an act of the OWNER. ARTICLE 14. NOTICES When written notice is required by this Agreement, it shall be sufficiently given, in the absence of a specific provision to the contrary, when delivered or sent by United States first-class mail to ENGINEER at its business address, or to OWNER or OWNER'S representative, or by personally delivering such notice to the party to be in receipt thereof. ARTICLE I5. NONDISCLOSURE Unless required by law, ENGINEER shall not divulge information concerning this PROJECT to anyone, unless prior written approval is received from OWNER, and shall obtain similar agreements from persons and firms employed by it. OWNER reserves the right to release all information as well as to time its release, form and content. This requirement shall survive the expiration of this Agreement. ARTICLE 16. NON-DISCRIMINATION 16.1 ENGINEER and subcontractor shall not discriminate against any employees or applicant for employment, to be employed in the performance of this Agreement, with respect to hire, tenure terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, age, sex, handicap, national origin, ancestry, disabled veteran status or Vietnam era veteran status. Breach of this covenant may be regarded as a material breach of the Agreement. 16.2 ENGINEER represents for itself and all its subcontractors compliance with existing laws of the State of Indiana and the United States regarding: 1) Prohibition of discrimination in employment practices on the basis of race, sex, creed, color, religion, national origin, ancestry, age, handicap, disabled veteran status and Vietnam era veteran status; and 2) The utilization of Minority and Women Business Enterprises. ARTICLE 17. AMENDMENTS This Agreement may be amended only by written instrument and signed by both OWNER and ENGINEER. ARTICLE 18. SEVERABILITY In the event any provision of this Agreement is determined by a court of competent jurisdiction or by the laws of the State of Indiana to be null and void, such provision shall be stricken and all other provisions which can be given effect independently of the stricken provision shall remain in full force and effect. ARTICLE 19. CONFLICT OF INTEREST ENGINEER certifies and warrants to OWNER that neither it, nor its agents, representatives or employees who will participate in any way in the performance of ENGINEER'S obligations hereunder has, or will have during the PROJECT, any conflict of interest relative to the PROJECT, direct or indirect, with OWNER. ENGINEER shall immediately notify OWNER if a conflict of interest should arise during the PROJECT. Upon being so notified, OWNER may either: a. waive the conflict b. terminate the Agreement according to Paragraph 9.1 ARTICLE 20. REQUIRED DOCUMENTATION 20.1 ENGINEER shall furnish OWNER any documentation, certification, authorization, license, permit or registration required by the laws or rules and regulations of Clark County, the State of Indiana, and the United States. 10 20.2 ENGINEER further represents that it is now and shall remain in good standing with such governmental agencies and that it will keep its license, permit, registration, authorization or certification in force during the term of this Agreement, to perform the services described in "Attachment A" and in this Agreement. ARTICLE 21. INDEPENDENT CONTRACTOR STATUS ENGINEER expressly understands and agrees that it is an independent contractor and that it is not an employee of the OWNER, and the OWNER is not to provide Worker's Compensation, health or accident insurance coverage or indemnification agreement of any kind which would cover ENGINEER or its employees, if any, in and under the terms of this Agreement. ARTICLE 22. ALLOCATION OF RISK ENGINEER agrees to indemnify and hold harmless the OWNER and its officers, agents, officials and employees for any and all claims, actions, causes of action, judgments and liens only to the extent they arise out of any negligent act or omission by ENGINEER or any of its officers, partners, agents, employees or subcontractors regardless of whether or not they are caused in part by the negligence of a party indemnified hereunder. Such indemnity shall include attorney's fees and all costs and other expenses arising therefrom or incurred in connection therewith and shall not be limited by reason of the enumeration of any insurance coverage required herein. ARTICLE 23. TAXES OWNER is exempt from state, federal and local taxes. OWNER will not be responsible for any taxes levied on ENGINEER as a result of this Agreement. ARTICLE 24. MAINTAINING ADRUG-FREE WORKPLACE 24.1 ENGINEER hereby covenants and agrees to make a good faith effort to provide and maintain during the term of this Agreement adrug-free workplace, and that it will give written notice to OWNER within ten (10) days after receiving actual notice that an employee of ENGINEER has been convicted of a criminal drug violation occurring in ENGINEER'S workplace. ARTICLE 25. TERM OF AGREEMENT This Agreement shall become effective on the latest date of execution by any required signatories, and shall expire upon the successful completion and final acceptance of ENGINEER'S services, as set forth in this Agreement or "Attachment A", and OWNER'S payment therefore. ARTICLE 26. NOTICE TO PROCEED ENGINEER shall not begin work pursuant to this Agreement until it receives a Notice to Proceed from OWNER and a corresponding purchase order from OWNER. 1t ARTICLE 27. INTEGRATION This Agreement and the documents incorporated herein represent the entire understanding between and among the parties hereto. The signing of this Agreement by the parties constitutes their mutual recognition that no other contracts or agreements regarding any of the services to be provided herein, oral or written, except as attached hereto or specifically incorporated herein, exists between them, and that if such oral or written contracts or agreements exist, such are hereby cancelled. Each party hereby represents to the other that it will not rely upon any agreement, contract or understanding not reduced to writing and incorporated in this Agreement prior to the execution thereof or not reduced to writing and incorporated in written amendments to this Agreement. 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as follows: ENGINEER VS ENGINEERING, INC. By: Printed: Sanjay B. Patel, P.E. OWNER CITY OF JEFFERSONVILLE SANITARY SEWER BOARD By: ~ Printed: Ma or Thomas R. Galli Title: President Title: President, Jeffersonville Sewer Board Date: ~~v /,$", Zaoq Date; l f~ ~~q T~ ~- ~ --r ATTEST ATTEST By: By: Printed: Bhagwan C. Patel, P.E. Title: Chairman Date: Tuc.y /„S~ LOo9 --~ Printed: Title: Jeffersonville Sewer Board Attorney Date; ~~ ~ L! r~ 13 R. Scott Lewis ATTACHMENT A SERVICES BY ENGINEER I. PROJECT INTENT Project Name: TENTH STREET PUMP STATION EXPANSION Overview: The City of Jeffersonville (OWNER) is implementing a Long Term Control Plan (LTCP) to address combined sewer overflow (CSO). Included in this plan are provisions for implementation of various control measures to significantly reduce volumes and frequencies of CSOs into receiving waters. The Tenth Street Pump Station (TSPS) service area includes combined sewer basins within the City of Jeffersonville and mainly includes downtown area. Existing Conditions: The TSPS existing hydraulic capacity of 16 million gallons per day (MGD) is provided by three (3), 3 MGD submersible pumps and one (1) 7 MGD submersible pump. A fifth 7 MGD submersible pump at the station is meant to be a back-up or a redundant pump, even though, reportedly was included in the pump sequence by the prior operator to maximize the pumping capacity of the station. Actually, the maximum capacity of the station is governed by the size of an existing header and force main, which is estimated at 12 to 15 MGD. The OWNER has documented that the upstream sections of sewers experience surcharge conditions during extreme wet weather events. The major design goals for the project are summarized as follows: Expand the hydraulic capacity of the TSPS by replacing existing pumps, and installing new force main to maximize the flow rate of CSO that the station can pump to the Downtown Wastewater Treatment Plant (DTWWTP), which when expanded 100%, will be able to treat 50 MGD peak flow, including the peak flow of 35 MGD from the TSPS. Design the following improvements of the TSPS to accomplish the 35 MGD peak flow: 1. New Pump(s) 2. Evaluation of existing force mains to determine the optimum force main sizes and arrangement to the existing DTWWTP 3. Replacement of manifold and discharge piping 4. Electrical system upgrades 5. New discharge flow meter(s) 6. Structural analysis of existing lift station that may be affected 7. Electrical and communication systems upgrade Preparation of final design plans, specifications and contract documents for bidding the Project. I. SCOPE OF SERVICES The project scope includes six tasks and shall be as follows to accomplish the Project goals previously described: TASK 1-PRELIMINARY DESIGN ANALYSIS A. Data Collection and Analysis ENGINEER shall collect and evaluate all pertinent data from the OWNER, including but not limited to, existing planning, engineering and design reports, record (as-designed or as-built drawings), LTCP report, modeling reports and all relevant information from previous and ongoing engineering efforts. OWNER has arranged for Jacobi, Toombs and Lanz (JTL) to be available to discuss and assist the ENGINEER during the design of the lift station. ENGINEER shall meet and use JTL Engineer representatives as a resource. Owner shall provide field survey information 2. ENGINEER shall collect the hydraulic model from the OWNER for the design of the TSPS. The model shall include all hydraulic modeling data pertinent to expansion of the TSPS, including new sewer system data and operational strategies, as necessary. The model shall also include the updated future conditions for all tributary areas from 20-year growth conditions to "ultimate built-out" conditions and CSO flow rates to be pumped to the Downtown Wastewater Treatment Plant. The model shall have all hydraulic scenarios evaluated, including potential surcharge and sewage back-up and surcharge conditions upstream of the TSPS. The model shall provide the minimum, average and maximum design flow rates for the TSPS. 3. ENGINEER shall review existing as-built drawings for TSPS, current public and private utility records, and pertinent project information. 4. Plan and conduct interviews with the OWNER's Engineering and Operations staff, teaming partner staff, and other knowledgeable officials to gain their input on a broad spectrum of subjects including existing conditions of lift stations and tributary sewer systems, existing and historical maintenance programs, problem areas in and around the project site, etc. B. TSPS Preliminary Desi n Anal ENGINEER shall visit the pump station to ascertain conformance of actual facility to existing plans, note any known hydraulic problems, note conditions of equipment and structures and any electrical, instrumentation and control system needs. 2. ENGINEER shall develop and evaluate pump alternatives to include supplementing the existing pumps with replacements of selected pumps or replacing all existing pumps with new pumps to provide required design flow capacity. ENGINEER shall recommend specific new pumps or required existing pumps modifications to provide the additional capacity. The replacement pumps may be Flyght pumps or equal with variable frequency drives (VFDs). y 3. ENGINEER shall evaluate piping changes within the pump station and evaluate alternative force main alignment routes for new force main and/or an additional parallel force main from TSPS TO DTWWTP that can provide required design flow capacity. ENGINEER shall verify if two 36" sluice gate influent piping are adequate to support new pumps. ENGINEERR shall also evaluate needs for replacement of manifold and discharge piping. ~'~ 4. ENGINEER shall evaluate needs for relocating electrical conduits and other items to make room for new piping and improvements. f 5. ENGINEER shall evaluate the capacity and size of the existing hoist for pump maintenance and recommend improvements. ,f 6. ENGINEER shall evaluate screening and grit removal needs of the facility and recommend any improvements. The existing screening facility is determined to be adequate by the OWNER. ENGINEER shall consider existing odor conditions and recommend whether odor control facilities are needed. ENGINEER shall specifically evaluate needs for hydrogen sulfide controls. 8. ENGINEER shall propose specific electrical, structural, mechanical, and instrumentation improvements. The new improvements shall be connected to the existing SCADA, which is determined to be sufficient by the OWNER. ENGINEER shall recommend electrical upgrades, new discharge flow meters, electrical and communication system upgrades, and other improvements. 9. ENGINEER shall evaluate the needs for a new generator. 10. ENGINEER shall evaluate possibility of providing an emergency relief t ~ • sewer from the existing manhole outside the station on south side to the ~~ junction box on the west side of the station, to reduce surcharging conditions within the existing 24-inch influent sewer. 11. ENGINEER shall make recommendations for further future station improvements. 12. ENGINEER shall provide an estimate of construction costs of alternatives and the recommended improvements. 13. ENGINEER shall meet with the OWNER as follows: a. Kick-off Meeting b. Meeting after evaluation of the existing facility and existing hydraulics. c. Meeting after pump alternatives are developed prior to making specific recommendations. d. Meeting after screen, grit and odor evaluations are complete to determine City desired component incorporations within design. 14. ENGINEER shall prepare a Preliminary Engineering Report to document the above described work. ENGINEER shall develop the next steps in the final design of the TSPS based on the Preliminary Engineering Report (See Detailed Design below). TASK 2 -DETAILED DESIGN ENGINEER shall conduct final design of the TSPS based on the approved Preliminary Engineering Report developed in Task 1 above. For basis of the development of the scope of services it as been assumed that the design shall include modification / replacement of the existing pumps, controls, installation of a new force main, and all other equipment and/or systems necessary to assure the station is adequately sized to meet the required pumping rates. It also has been assumed any modifications to the wet well, dry well, force main, screen or trash rack, design of an odor control facility, design of new lift station, or design of a new electrical service is outside this scope of services and if determined required based on the Preliminary Design, shall be incorporated as an "Additional Service". A. ENGINEER shall plan, coordinate, monitor and document final design activities. B. Complete 30% Design and provide five (5) sets of project descriptions, preliminary design criteria, preliminary drawings, and preliminary opinion of probable construction costs to the OWNER and any appropriate regulatory agency for review. ENGINEER shall allow a minimum of Two (2) weeks in the schedule for review and comment by OWNER. The 30% completion shall, at a minimum, include process design drawings, electrical one-line diagrams, and any HVAC improvements C. Meetings and coordination tasks as outlined elsewhere in this Attachment. D. Complete 60% Design and provide five (5) sets of project descriptions, final design criteria, updated drawings, and updated opinion of probable construction costs to the OWNER and any appropriate regulatory agency and utilities for review. ENGINEER shall allow a minimum of two (2) weeks in the schedule for review and comment by OWNER. The 60% completion shall, at a minimum, include process, structural, and electrical design. ENGINEER shall advise OWNER of any adjustments to the probable construction costs and provide design options, if any, to remain within budget. E. Conduct final field inspection with the OWNER's representatives to review proposed improvements F. Resolve and/or incorporate review comments of all agencies and utilities. G. Complete 90% Design and incorporate changes identified by OWNER from the previous design completion reviews and field inspection, if any, and develop and provide five (5) sets of plans and specifications with finalized opinions of constructions costs for review and comments by OWNER at the 90% design completion stage. ENGINEER shall allow a minimum of two (2) weeks in the schedule for review and comment by OWNER. The 90% completion shall, at a minimum, include the following tasks: 1. Finalize all calculations, quantities; 2. Include all reports; 3. Finish all plan details; 4. Complete all specifications and manuals; H. ENGINEER shall incorporate changes identified by the OWNER from the 90% design completion reviews, if any, and prepare and provide five (5) sets of the final plans and specifications with the final opinions of probable construction costs. ENGINEER shall advise OWNER of any adjustments to the probable construction costs and provide design options, if any, to remain within the total project budget. ENGINEER shall submit final plans and documents to agencies for review and shall revise final plans based upon regulatory and OWNER review. I. Prepare all necessary permit and/or approval documents and submit to IDEM, EPA, DNR, COE and other regulatory agencies and utilities. Respond to concerns and comments of all consulting parties and acquire all necessary permits and approvals. J. Review front end contract documents and General Conditions supplied by the OWNER and resolve conflicts with plans, technical specifications and special provisions. K. ENGINEER shall deliver to OWNER the following items as final design documents that shall become the property of OWNER: 1. One (1) set of original As-Bid Reproducible tracings of the contract plans including addenda on standard 36" X 24" sheets prepared with ink on approved ink medium sheets. 2. ENGINEER shall conduct meeting with OWNER's CAD Technician to review the digital submittal standards prior to actual submittal. 3. Two (2) sets of digital CAD data of contract plans and proposed and existing infrastructure data in an OWNER specified format for use by OWNER and inspection ENGINEER to create "As Builts". 4. A minimum of 15 printed sets of bid plans, 15 sets of standards, and 15 final contract books. 5. Set of design calculations used to prepare the Itemized Proposal and ENGINEER' S Estimate. 6. Electronic set of specifications with any addenda in an OWNER specified format. TASK 3 -BIDDING RELATED SERVICES A. ENGINEER shall assist the OWNER during the bidding of this project. Engineer shall conduct the pre-bid conference, prepare pre-bid conference meeting minutes, issue addenda and attend the bid opening. B. ENGINEER shall answer questions during bidding as they pertain to the plans and specifications and shall prepare any necessary Addenda, which may be required. C. ENGINEER shall review and evaluate the bids received and provide a certified tabulation of bids along with his recommendation of the apparent lowest responsive and responsible bidder to the OWNER. D. ENGINEER shall review and prepare recommendation for "or equal" products only for the apparent lowest responsive and responsible bidder following bid opening if the bidder elects to provide an "or equal" product. TASK 4 -OPERATION & MAINTENANCE MANUAL A. ENGINEER shall prepare draft Operation and Maintenance (O&M) Manual immediately after approval of all project shop drawings. The O&M Manual shall address all major items for the design of the Tenth Street Lift Station including valves, pumping equipment and instrumentation and controls. ENGINEER shall submit five (5) copies of the draft O&M Manual for review and comments by OWNER, and OWNER's Maintenance staff. ENGINEER shall allow a minimum of two (2) weeks in the schedule for draft document review. ENGINEER shall resolve and/or incorporate review comments and finalize the O&M Manual. ENGINEER shall deliver ten (10) copies of the final O&M Manual to the OWNER. II. OTHER SERVICES Additional services as may be identified during the course of the project, which are not listed in Section I above, shall be performed by the ENGINEER only upon written authorization by the OWNER. ATTACHMENT B KEY STAFF OF ENGINEER Key staff anticipated to be assigned to the project and who will be available for the project are listed below. Additional staff which may be required will be utilized as necessary. Should any of the staff identified not be available for work ENGINEER shall notify the OWNER and identify alternative personnel with similar qualifications. Principal-in-Charge - Sanjay Patel Sr. Project Manager - Naren Patel Project Engineer I - Amy Moore Project Engineer II - Leela Rajendran Project Engineer III - Nicholas Jahn Sr. CADD Technician - Eric Black ATTACHMENT C PROJECT SCHEDULE ENGINEER shall complete the work as described in Attachment A, within the schedule identified below. ENGINEER shall coordinate early and often with OWNER and submit periodic reports to each on project progress, issues/concerns, and upcoming work activities. ENGINEER shall meet or exceed all project milestones. Minimally, the schedule shall include the following milestone calendar days from Notice-to-Proceed: / Notice-to-Proceed 0 Days from NTP / Kick-off Meeting 14 / Complete Data Collection 45 / Submit Preliminary Engineering Report 105 / OWNER Review 120 / Submit 30% Design Plans 150 / OWNER Review 165 / Submit 60% Design Plans 210 / OWNER Review 225 / Submit 90% Design Plans 260 / Submit to IDEM for Review /Permit 260 / OWNER Review 275 / Submit Final Plans and Specifications 310 / Bidding Services 335 The above schedule is dependent upon reviews and/or unanticipated delays by others. ATTACHMENT D MEDIATION PROCESS A. Purpose of Mediation. This clause provides for the use of Mediation as an alternative means of resolving disputes, which may arise under this Agreement. The Mediation allows parties to make an educated assessment of their respective cases, and then engage in a negotiated settlement discussion. Such a procedure can save both parties valuable time, resources, and legal costs. Should a Mediator be utilized, a Mediation Agreement shall be drafted and adopted which will set forth the governing procedures and terms. B. When to Invoke Mediation. If a dispute arises under the Agreement, either party may invoke this Mediation clause which will compel participation in Mediation for the purpose of resolving the dispute, provided all of the following conditions have been fulfilled: a. The amount in controversy exceeds twenty five thousand dollars ($25,000), such amount having been determined by both parties as being the minimum disputed claim to justify use of the Mediation procedure; b. Personnel from each party who were directly involved in the dispute at the operational level met and discussed the claim in good faith, but were unable to resolve the matter. The personnel of each party shall prepare and forward to the persons identified in the subparagraph 2(c) memorandum detailing the areas of dispute, why impasse was reached and that it is beyond their ability to resolve the dispute. After complying with the subparagraph above, personnel from each party at a higher management level who were not directly involved in the dispute met and discussed the claim in good faith, but were unable to resolve the matter. The personnel of each party shall prepare and forward to the persons identified in paragraph 3 a memorandum detailing the areas of dispute, why impasse was reached and that it is beyond their ability to resolve the dispute; and d. Written notice was given to the other party stating that the above three subparagraphs were complied with, and that the Mediation procedure is being invoked for the purpose of resolving the dispute. C. Notice of Mediation. Notice of Mediation shall identify the dispute at issue and designate an executive officer or other management official who will represent the party at the proceeding. The designated official must possess the authority to settle the matter and have not been involved in the underlying facts in dispute. D. Response to Notice of Mediation. Within 10 business days, the other party shall designate an appropriate official with authority to settle the dispute who will be its representative at the Mediation. E. Scheduling. No later than 30 days from the date of the notice of the Mediation, the parties' designated representatives and/or their attorneys shall meet to discuss the following: a. Settlement status of the dispute; b. Schedule by which drafts of a Mediation Agreement are to be submitted, and a date by which the Mediation Agreement will be finalized; c. Schedule for Mediation discovery and other preparatory matters the parties deem necessary; b. Whether a neutral advisor shall be employed in the Mediation and, if so, by what means he shall be selected; and c. Time, place, and schedule of the Mediation hearing. The Mediation Agreement will be finalized and executed by both parties no later than 60 days after the notice of the Mediation. The Mediation hearing will be held within 120 days after the notice of the Mediation unless extended by mutual consent of the parties. F. Mediation As Condition Precedent To Arbitration or Litigation. Submission of a dispute under this Agreement to a Mediation procedure shall be a condition precedent to filing arbitration or litigation on any dispute exceeding the amount specified above. Failure to comply with this condition precedent shall be in contravention of the parties' express intention to implement this alternative means of dispute resolution and constitute a breach of this clause. G. Refusal To Participate In Mediation. Refusal of a party to participate in mediation in good faith shall not be established unless: a. All of the specified conditions set forth in paragraph 2 herein have been fulfilled, and b. 30 days have lapsed since initial written notice of the Mediation was given without an affirmative response. c. Refusal to participate in the Mediation shall be in contravention of the parties' express intention to implement this alternative means of dispute resolution and constitutes a breach of this clause. H. Filing Arbitration or Litigation. No litigation or arbitration or any other binding action shall be initiated by either party unless: a. The amount in controversy is less than or equal to the amount specified paragraph 2 above; or b. Despite compliance with this Mediation clause, one party is deemed to have refused (paragraph 7 above) to participate in the Mediation; or b. Both parties agree in writing that they intend not to implement the Mediation for the particular dispute in question; or c. The Mediation procedure has been completed and 30 days have elapsed since the actual Mediation hearing; or d. Litigation must be filed before the Mediation to comply with the Statute of Limitations on a disputed issue. I. Dismissal/Stay Of Litigation. If one party has filed litigation on a dispute which is otherwise covered by this Mediation clause and which does not meet the exceptions set forth in paragraph 8 herein, the other party may properly seek to dismiss the litigation at its discretion for the purpose of conducting the Mediation as a condition precedent to litigation. If litigation was filed for the purpose set forth in subparagraph 8(e) herein, the filing party shall seek a stay for the purpose of conducting a Mediation. The stay provided for in this Paragraph shall continue for a period of 30 days after completion of the Mediation hearing. The purpose of this 30-day period is to permit the parties full opportunity to discuss settlement. ATTACHMENT E COMPENSATION FOR ENGINEER'S SERVICE The ENGINEER shall receive as payment for the Services performed under this Contract the total amount not to exceed $338,700.00, on an hourly billing rate basis unless an amendment is executed by the parties which increases the maximum amount payable. The ENGINEER shall be paid for the Services performed under this Contract on an hourly rate basis in accordance with the following rates: Employee Classification Billing Rate Principal $215.00 Sr. Project Manager $189.00 Project Engineer I $159.00 Project Engineer II $138.00 Project Engineer III $119.00 Sr. CADD Technician $93.00 CADD Technician $76.00 Administrative Assistant $62.00 Direct Proiect Costs (Reimbursable Electrical /Mechanical Subconsultant $25,000.00 Transportation $2,500.00 Printing & Reproduction $2,000.00