HomeMy WebLinkAbout1989-007b Agrmt - Brown & Caldwell - TMDL Program PlanAGREEMENT FOR ENGINEERING SERVICES
BETWEEN THE CITY OF ASHLAND
AND BROWN AND CALDWELL
FOR
PREPARATION OF TMDL PROGRAM PLAN
AND DESIGNATED FOLLOW-ON SERVICES
THIS AGREEMENT, made and entered into on this /~ day of
~~~ , 1989, by and between City of Ashland, hereinafter
referred to as "Owner," and Brown and Caldwell, hereinafter
referred to as "Engineer",
WITNESSETH:
WHEREAS, Owner has the need to prepare a program plan and other
follow-on services to address the issue of total maximum daily
loads on Bear Creek as they relate to the Ashland wastewater
treatment plant; and
WHEREAS, Engineer has available and offers to provide personnel
and facilities necessary to accomplish the work within the
required time;
NOW, THEREFORE, Owner and Engineer agree as follows:
DESCRIPTION OF PROJECT
Owner and Engineer agree that Project is as described in Exhibit
A, entitled "Description of Project." If, during the course of
Project, Owner and Engineer agree to changes in Project, such
changes shall be incorporated in this Agreement by written
amendment.
II. SCOPE OF ENGINEERING SERVICES
Engineer agrees to perform those services described hereafter.
Unless modified in writing by both parties, duties of Engineer
shall not be construed to exceed those services specifically set
forth herein.
A. Planned Engineering Services
Engineer agrees to perform those planned tasks described
in Exhibit B, entitled "Scope of Engineering Services."
Page 1 of 5
B. Special Enqineerinq Services
Owner and Engineer agree that not all work to be performed
by Engineer can be defined in detail at the time this
Agreement is executed, and that incidental engineering
work related to Project and not covered in Exhibit B may
be needed during performance of this Agreement. Such work
shall be classified as Special Engineering Services.
Compensation for such services, if authorized, shall be as
specified in Exhibit C.
Special engineering services include, but are not limited to:
1. Attendance at more than specified number of meetings.
Services beyond those specifically set forth in
Exhibit B.
III. SCOPE OF OWNER SERVICES
Owner agrees to provide facilities and equipment and to perform
the following services:
1. Provide available background information.
2. Prepare institutional description section of report.
3. Attend planning and review sessions.
4. Review draft program plan.
Owner shall appoint an Owner's representative with respect to
work to be performed under this Agreement. Owner's representa-
tive shall have complete authority to transmit instructions,
receive information, and interpret and define Owner's policies.
Engineer shall be entitled to rely on representations made by
Owner's representative unless otherwise directed in writing by
Owner.
IV. AUTHORIZATION, PROGRESS, AND COMPLETION
In signing this Agreement, Owner grants Engineer specific
authorization to proceed with work described in Exhibit B. The
estimated time for completion is within 60 calendar days of the
effective date of this Agreement.
Ve
COMPENSATION
For the services described in Exhibit B, Owner agrees to pay, and
Engineer agrees to accept, compensation in accordance with
Exhibit C. Compensation shall be billed monthly in summary form.
Payment to Engineer is due upon presentation of invoice to Owner.
Page 2 of 5
If payment is not made within 30 days, interest on the unpaid
balance shall accrue beginning with the 31st day at the rate of
1.5 percent per month or the maximum interest rate permitted by
law, whichever is less. Such interest is due and payable when
the overdue payment is made.
VI. RESPONSIBILITY OF ENGINEER
Engineer is employed to render a professional service only, and
any payments made to Engineer are compensation solely for such
services rendered and recommendations made in carrying out the
work. Engineer shall follow the practice of the engineering
profession to make findings, provide opinions, make factual
presentations, and provide professional advice and recom-
mendations.
VII. INDEMNIFICATION
Engineer agrees to indemnify, defend, and hold Owner harmless
from and against any liability arising out of the sole negligent
errors or sole negligent omissions of Engineer, its agents,
employees, or representatives, in the performance of Engineer's
duties under this Agreement.
VIII. INSURANCE
During the life of this Agreement, Engineer shall maintain the
following minimum insurance:
Comprehensive general liability insurance, including
personal injury liability, blanket contractual liability,
and broad-form property damage liability coverage. The
combined single limit for bodily injury and property
damage shall be not less than $1,000,000.
Automobile bodily injury and property damage liability
insurance covering owned, non-owned, rented, and hired
cars. The combined single limit for bodily injury and
property damage shall be not less than $1,000,000.
Statutory workers' compensation and employer's liability
insurance as required by state law.
Professional liability insurance. The limit of liability
shall be not less than $1,000,000.
Upon request, Engineer shall submit to Owner certificates of
insurance for the policies listed above. The certificates shall
provide that the insurance company give written notice to Owner
at least 10 days prior to cancellation of or any material change
in the policy.
Page 3 of 5
IX. SUBCONTRACTS
Engineer shall be entitled, to the extent determined appropriate
by Engineer, to subcontract any portion of the work to be
performed under this Agreement.
X. ASSIGNMENT
This Agreement is binding on the heirs, successors, and assigns
of the parties hereto. This Agreement may not be assigned by
Owner or Engineer without prior, written consent of the other.
XI. INTEGRATION
This Agreement represents the entire understanding of Owner and
Engineer as to those matters contained herein. No prior oral or
written understanding shall be of any force or effect with
respect to those matters covered herein. This Agreement may not
be modified or altered except in writing signed by both parties.
XII. JURISDICTION
This Agreement shall be administered and interpreted under the
laws of the State of Oregon. Jurisdiction of litigation arising
from this Agreement shall be in that state. If any part of this
Agreement is found to conflict with applicable laws, such part
shall be inoperative, null, and void insofar as it conflicts with
said laws, but the remainder of this Agreement shall be in full
force and effect.
×III. SUSPENSION OF WORK
Owner may suspend, in writing, all or a portion of the work under
this Agreement if unforeseen circumstances beyond Owner's control
make normal progress of the work impossible. Engineer may
request that the work be suspended by notifying Owner, in
writing, of circumstances that are interfering with the normal
progress of work. Engineer may suspend work on Project in the
event Owner does not pay invoices when due. The time for
completion of the work shall be extended by the number of days
work is suspended. If the period of suspension exceeds 90 days,
the terms of this Agreement are subject to renegotiation, and
both parties are granted the option to terminate work on the
suspended portion of Project in accordance with Article XIV.
XIV. TERMINATION OF WORK
Owner may terminate all or a portion of the work covered by this
Agreement for its convenience. Owner or Engineer may terminate
work if the other party fails to perform in accordance with the
Page 4 of 5
provisions of this Agreement by providing 15 days prior, written
notice to the other by certified mail with receipt for delivery
returned to the sender.
In the event of termination, Engineer shall perform such
additional work as is necessary for the orderly filing of
documents and closing of Project. The time spent on such
additional work shall not exceed 10 percent of the time expended
on Project prior to the effective date of termination. Engineer
shall be compensated for work performed prior to the effective
date of termination, plus work required for filing and closing as
described in this Article.
XV. ARBITRATION
Ail claims, disputes, and other matters in question between the
parties to this Agreement arising out of or relating to this
Agreement or the breach thereof, which are not disposed by mutual
agreement, shall be decided by arbitration in accordance with the
Construction Industry Arbitration Rules of the American
Arbitration Association. No arbitration arising out of or
relating to this Agreement shall include any person not a party
to this Agreement except by written consent signed by the parties
hereto and persons to be joined. This agreement to arbitrate
shall be specifically enforceable under prevailing arbitration
law.
Notice of demand for arbitration shall be filed in writing with
the other parties to this Agreement and with the American
Arbitration Association. The demand shall be made within a
reasonable time after the claim, dispute, or other matter in
question has arisen, but in no event after the date when the
institution of legal or equitable proceedings would be barred by
the applicable statute of limitations. The award rendered by the
arbitrators shall be final, and judgment may be entered in
accordance with applicable law in any court having jurisdiction.
BROWN AND CALDWELL
Signature
Printed Name ~f~ ~_ ~/_~
CITY OF ASHLAND
Title
Date
Title
Page 5 of 5
EXHIBIT A
DESCRIPTION OF PROJECT
The Oregon Department of Environmental Quality (DEQ) is
undertaking a systematic evaluation of water quality limited
streams around the state and establishing total maximum daily
loads (TMDLs) for constituents which contribute to those streams
not meeting water quality standards. The DEQ is currently in the
process of establishing proposed TMDLs for Bear Creek and are
scheduled to go to the Environmental Quality Commission for their
approval in May of 1989.
The City of Ashland will be significantly affected by this
process as their wastewater treatment plant will likely require
extensive modifications to comply with the new requirements.
This agreement is to assist the City with developing a program
plan which will describe the strategy and time schedule for
achieving compliance with the TMDLs and resultant waste load
allocations for the Ashland wastewater treatment plant. The
program plan will outline methods to be used for resolving
outstanding technical issues, will list major options to be
evaluated, and include a schedule for developing funding
strategies, doing a cost-benefit analysis, achieving interim
objectives, and making major decisions. Major decision points
will be identified and a strategy for making these decisions will
be described.
Once the program plan is complete, the Engineer will assist the
Owner with follow-on work as specifically described in Exhibit B
and any amendments thereto.
Exhibit A
Page 1 of 1
EXHIBIT B
SCOPE OF ENGINEERING SERVICES
The Engineer will prepare a program plan which describes the
strategy and time schedule for achieving compliance with the
total maximum daily loads (TMDLs) and waste load allocations
(WLAs) for the Ashland wastewater treatment plant. The Engineer
will provide the following specific planned services to the
Owner:
Task 1 - Prepare Program Plan
1.1
Attend two strategy sessions with the Owner to
brainstorm issues, alternatives, and strategies and
review plan drafts. One session will be held in
Ashland and the other in the Engineer's Eugene
office.
1.2 Prepare the program plan which will include:
ao
Problem assessment - Describe existing
conditions and effort required to achieve the
WLAs under the seasonal time period
requirements.
be
Institutional description - Owner will describe
the present agencies involved with alternatives
and the agreement that may be required to
achieve WLAs. This section will also describe
the strategies and time period requirement for
developing a financing plan and interagency
agreements. Engineer will incorporate this
section prepared by the Owner into the program
plan.
Ce
Available options - Define what options are
potentially available for achieving the WLAs
for the treatment plant. Prepare brief
description of each. These options will
include, but are not limited to:
ii.
iii.
iv.
v.
vi.
vii.
viii.
ix.
Discharge to irrigation canals
Irrigation on City-owned land
Transport to Medford
Biological nutrient removal
Combination of alternatives
High-lime treatment
Nitrification
Denitrification
Flow management
Exhibit B
Page 1 of 3
de
Se
Selection for review - Define criteria, or the
time period for developing the criteria, used
for the selection of options for review. This
component will define when the available options
will be selected for further review.
Options review - Describe the strategies that
will be used and the time period necessary for
evaluating the technical merit and cost-benefit
of the reviewed options. This component should
describe the strategies and methods for:
ii.
iii.
vii.
viii.
Providing a cost-benefit analysis,
including the design assumptions which
relate to the cost-benefit analysis.
Selecting and describing evaluation
criteria.
Collecting necessary additional
in-stream data and evaluating that
data.
Conducting necessary pilot projects.
Evaluating the selected methods.
Analyzing the potential of options as
interim goals and the expected
results.
Analyzing the alternatives for the
expected 5 year, 20 year, and ultimate
growth in the basin.
Developing the implementation time for
each potential option including
prerequisites for implementation.
Option selection - Describe the strategies that
will be used and define the time at which the
final selection of an option(s), and potential
interim options, for the treatment plant will
occur.
Time schedule - Define key decision dates, the
steps required to achieve these dates, and the
time required to achieve regulatory agency
approvals.
The schedule will include dates when Owner will
submit program report to DEQ. Decision dates
will be included for, but are not limited to,
the following points:
Exhibit B
Page 2 of 3
1.3
i. Defining options for further review
ii. Describing strategies for evaluating
options
iii. Completing option evaluations
iv. Completing pilot projects
v. Completing technical analysis
vi. Completing cost-benefit analysis
vii. option(s) selection
viii. Achievement of interim limits if
appropriate
ix. Submission of a comprehensive
facilities plan
x. Initiating cooperative agreements
with other agencies
xi. Achievement of final compliance
Present draft program plan to DEQ, City Council, and
Water Quality Advisory Committee. Obtain their
comments and incorporate into plan at direction of
Owner.
Task 2 - Follow-On Services
Follow-on services will be defined as needed at a later date
by amendment to this agreement.
Exhibit B
Page 3 of 3
EXHIBIT C
COMPENSATION
Compensation for services provided under Article II, "Scope of
Engineering Services," and described in Exhibit B, shall be based
on time-related charges plus direct expenses, as described in
this exhibit.
TIME-RELATED CHARGES
Time-related charges are hourly salary rates plus fringe
benefits, general and administrative overhead, and profit.
Time-related charges shall be the total hours worked on Project
by each employee, multiplied by the employee's hourly salary
rate, multiplied by a fringe benefit, overhead, and profit factor
of 3.28.
Overhead includes general and administrative costs not
identifiable as directly allocable to individual projects.
Profit includes state and federal income taxes, plus profit.
II. DIRECT EXPENSES
Direct expenses are charges, other than those included in
time-related charges, incurred directly for Project. Direct
expenses incurred by Engineer shall be billed at actual purchase
price plus a service charge of 10 percent. Subcontracted
services shall be billed at cost plus a service charge of 15
percent. Direct expenses include, but are not limited to:
Services and equipment use directly applicable to Project
such as special accounting services, computer and elec-
tronic data processing, field testing, and laboratory
analysis.
Reproduction services directly applicable to Project such
as reproducing drawings, photocopying, printing, and
binding.
Communication services directly applicable to Project such
as telephone, telecopy, telegraph, cable, express
delivery, and postage.
4. Subcontracted services directly applicable to Project.
Living and traveling expenses of employees when away from
home office on business directly applicable to Project.
6. Automobile mileage directly applicable to Project.
Exhibit C
Page 1 of 2
III. LIMITATION OF COST AND TIME
Engineer estimates that the cost for services described in
Exhibit B shall not exceed $23,000, and that the time for comple-
tion of Project shall be as stated in the Agreement. Engineer
shall use its best efforts to perform the work specified in
Exhibit B within the estimated cost and time.
If at any time Engineer believes the cost shall be greater than
estimated, Engineer shall notify Owner in writing. The notifica-
tion shall state the revised cost estimate and, if applicable,
the revised time for completion. Engineer shall submit such
notification as early as possible, but no later than 10 days
prior to scheduled completion of the work.
Owner shall not be obligated to reimburse Engineer for costs
incurred in excess of the estimated cost unless Owner agrees in
writing to do so. Engineer shall not be obligated to continue
performance under this Agreement or otherwise incur costs in
excess of the original estimate unless and until Owner notifies
Engineer in writing that the estimated cost has been increased.
If additional funds and time adjustments are not allotted by the
scheduled completion date, Owner shall, on written request by
Engineer, terminate this Agreement. The termination date shall
be the originally scheduled completion date or other date agreed
to by Owner and Engineer.
IV. PAYMENT OF COMPENSATION
Charges determined on the basis of this Exhibit shall be billed
in accordance with Article V of this Agreement.
Exhibit C
Page 2 of 2
-LABOR CATEGORY'
PROJECT:
DATE:
~SHL'ANO TMDL ASSISTAN£~
DECEME~R 29, 1988
TASK NUMBERS
', DIRECT LABOR ', t~ARKED UP ',
I 8ASESqLARY I ..OoT, $ I
11"' 12'-t3-i4--1S--TOTALI ..... C(~JTi-$/HR ....... I .......... ',
PROFEE~IONAL
CHI EF ENGtNEER
io
PRtNCIP~ ENGINEER -
ENGINEER
AEzE;C~:IATE ENGINEER
Aoc,~c, A,~ ENGiNFFR
SUBTOTAL
TE{~N!CAL
MANAGER ...........
CHIEF DRAFTSPERSON
SUF'ERViSi~.~S DP
LEAD-DRAFTE~%RSON ..................................................................................... el ............... i6:'791 ............... .e~i ......
o~NiuR DP I~_ 16 ~,'"~'-. 14.201. 1490.TM40,
~ORO ~'~'" ·
'OTAL
· ,o18 S 38 i2 ~' '~'
OTHER DIRECT COSTS
TRANSPORTATION 4e~.~eJ
PER.DIEM ................... tee.(~{~---
COMMUNICATION
REPR(~UCTtON
StE:C(~TRACTORS ................
SUBTOTAL
TOTAL COSi' 22'576.181