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HomeMy WebLinkAbout2005-05-11 SJCSJC Agenda May 11, 2005 – 12:30 p.m. Approval of April 13, 2005 minutes Financial Report Steve Thayer Operations Report Jeff Soule Action Items from Operations Report Engineering Report Operations Report Larry Fabbroni Action Items from Engineering Report Trucked Waste – Discussion Jeff Soule Please read the HWWPP.doc document sent with the agenda in advance of this discussion. Personnel Issues – Discussion (if materials are ready) Larry and Jeff Staff has suggested that we hire a maintenance worker and two new wastewater treatment plant operator trainees. At the April meeting we decided to discuss this item, but that we needed a concept memo and a budget. See the Engineering and Operations Report from April 13, 2005. Capital Projects – Discussion (if Personnel Issues are not ready) Larry If we don’t do the personnel discussion, then we may have time to discuss our capital projects planned for the coming year to see whether the plan is up-to-date. See minutes from April 13, 2005 for approved list of capital projects. Next Meeting: June 8, 2005, 12:30 p.m. Engineering Report of Larry Fabbroni SJC Meeting, May 11,2005 IAWWTP Conference Room BOND ACT FUNDING The third repayment request for the first quarter of 2005 for $330,000+ was submitted for reimbursement April 18. Steve Thayer, Scott Andrew, and Larry Fabbroni continued to provide supportive information and backup to NYSEFC to further the application for long term bond financing. The sale of long term bonds is anticipated to be in July. INDUSTRIAL PRETREATMENT The additional sampling to establish limits for phenol at Lake St. and Elm St. have been completed and we are awaiting lab results. TERTIARY PHOSPHORUS REMOVAL UPGRADE A meeting was held with the General contractor to review potential claims for delays and ensuing winter concrete work as they relate to the 44 day delay incurred as part of the pile driving program. The meeting is best characterized as being put on notice of possible claims pending the progress of work for the balance of the project. No conclusions were reached or sought at this time and it is hoped work progress and collaboration on startup could bring the project back closer to original completion and render the bulk of the delay costs mute. Changes were made to the concrete finish due to problems with the initial form liner. In general work had progressed very well with the unexpected sunny April and the collaboration of the general and electrical contractors to resolve space conflicts . ENGINEERING AND OPERATIONS COLLABORATIVE EFFORTS Preliminary discussions were held with Stearns & Wheler to explore the packaging of the Ultraviolet, truck waste receiving improvements, concrete repairs, deck repairs, and administration building expansion feasibility, approved 2004-2005 capital projects, into one engineering proposal. Attached please find the proposal for your review. My recommendation is to proceed with the planning phase in order to develop the information necessary to making a design decision In August for 2004-2005 approved projects or to have better information for supplementary funds to be budgeted for 2006. Action is requested by June 2005 if not sooner. The NYSERDA contract received the Mayor’s signature after review by legal and engineering staff for content and form. OPERATIONS See Jeff Soule’s report sent to Committee under separate cover. PERSONNEL A wastewater treatment plant trainee has been hired to replace the position vacated by Jeff Soule to become Chief Wastewater Plant Operator. Please see the attached economic budget neutral analysis requesting establishment of two added positions, Maintenance Worker and Wastewater Treatment Plant Trainee now to anticipate the added demands of managing the incoming trucked waste business, the added tertiary phosphorus removal process, and the expected retirement of long time employee Ron Gustafson early in 2006. ANALYSIS FOR ADDED WASTEWATER PLANT STAFF 2005 Budgeted Actual Chief Operator $62100 $57000 Vacated Operator Position $45653 New Operator Trainee 5/17on $13320 (15/24 x $21312) Maintenance Worker 6/1 on $10530 (7/12 x $18052) New Operator Trainee 6/1on $13172 (7/12 x $22580) Vacated Lab Technician $25018 $4170 New Lab Technician 6/1 on $15814 (7/12 x $27109) TOTAL AMOUNT $132,771 $114,006 2006(Based on 2005) Chief Operator $62100 $57000 Vacated Operator Position $45653 New Operator from Trainee $24339 Maintenance Worker $18052 New Operator Trainee $22580 Ron Gustafson Retirement by 7/1 $36515 $18256 (1/2x $36515) Vacated Lab Technician $25018 New Lab Technician $27109 TOTAL AMOUNT $169286 $167336 2007 ON ------- 2006 ANALYSIS SHOWS THAT CHANGES WILL BE BUDGET NUETRAL OR SAVINGS FROM COSTS INDEXED TO 2005 BUDGETED AMOUNTS L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc May 9, 2005 Mr. Daniel Cogan Ithaca Area WWTP – SJC Owners 525 Third Street Ithaca, NY 14850 Re: Professional Services Agreement Ithaca Area Wastewater Treatment Plant Miscellaneous Plant Improvements Dear Ms. Valentino: This letter and attached Standard Conditions will serve as an Agreement between the City of Ithaca, the Town of Ithaca, and the Town of Dryden (OWNERS) and Stearns & Wheler, LLC (ENGINEER) for professional services on the referenced project. SCOPE OF SERVICES A. Study Phase Services. ENGINEER’s Scope of Services for the Study Phase is based on the following. 1. Study Phase. a. Evaluate alternatives to provide ultraviolet (UV) disinfection of the treated effluent. Prepare cost estimates (capital and operation and maintenance) of selected UV alternatives. Prepare a cost/benefit summary of selected UV alternatives compared to continued use of chlorination/dechlorination. b. Evaluate alternatives and develop recommendations for the leaks in concrete walls in galleries. Evaluate method to repair concrete damage caused by alkaline-silica reaction. Develop estimated cost for selected method of repairs. c. Develop recommendations to repair deck waterproofing on concrete decks above galleries. Estimate cost of repairs. Mr. Daniel Cogan May 9, 2005 Ithaca Area WWTP-SJC Owners Page 2 L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc d. Develop recommendations to repair leaks at skylights, vents, expansion/ construction joints, channels, and distribution boxes. Estimate cost of repairs. e. Develop conceptual design and estimate costs to add a third story to Administration Building. f. Evaluate alternatives to repair Secondary Digester floating cover to improve cover travel without binding. Develop cost of recommended alternative. g. Evaluate method to repair brick on Secondary Digester. Estimate cost of repair. h. Evaluate alternatives and develop recommendations for improvements to the septage receiving station including: • Expansion of the facility • Grit removal for septage unloading • Odor control. Estimate cost of proposed improvements. i. Evaluate alternatives to provide a leachate receiving facility for the treatment plant. Facility should have provisions for accepting both dilute leachate (storage and controlled feed into plant) and higher strength leachate (possible pretreatment or controlled feed into plant). Alternatives shall include feasibility of using existing PhoStrip tanks. ENGINEER shall complete the Study Phase within eight (8) weeks of authorization to proceed, at which time five (5) copies of the draft report will be submitted for review and comment. B. Design Phase Services. ENGINEER shall prepare Contract Documents (plans and specifications) suitable for municipal bidding for the following project components. 1. UV disinfection system consisting of open channel design using the existing (newly constructed) effluent pump station for periods when the combination of high flows and high lake levels require the effluent to be pumped. Mr. Daniel Cogan May 9, 2005 Ithaca Area WWTP-SJC Owners Page 3 L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc 2. Concrete repairs to gallery and tank walls. 3. Repair to leaks at skylights, vents, joints, channels, and distribution boxes. 4. Deck waterproofing. 5. Repairs to Secondary Digester cover. 6. Repairs to brick work at Secondary Digester. 7. Improvements and expansion of septage receiving facility. Basic Services to be provided by ENGINEER during the design phase of the project shall include the following. 1. Attend a design kickoff meeting and two design progress meetings with OWNERS’ representatives. ENGINEER shall prepare and distribute meeting agendas and meeting minutes in preparation for and in follow-up to each meeting. Design progress meetings will be conducted at approximately 50 percent and 95 percent completion of design. 2. Prepare drawings and specifications to show the general scope, extent and character of the work to be furnished and performed by contractors. 3. Prepare contract agreement forms, general and supplementary conditions, bid forms, invitations to bid, and instructions to bidders for review and approval by OWNERS. 4. Based on the final design drawings and specifications, prepare a revised opinion of probable Total Project Costs. 5. Assist OWNERS in obtaining regulatory approvals needed to proceed to the bidding and construction phase from the New York State Department of Environmental Conservation (NYSDEC) and the New York State Environmental Facilities Corporation (NYSEFC) (if required). Mr. Daniel Cogan May 9, 2005 Ithaca Area WWTP-SJC Owners Page 4 L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc C. Bidding Phase Services. Basic Services to be provided by ENGINEER during the Bidding Phase of the project shall include the following. 1. Assist OWNERS in advertising for and obtaining bids for construction. Based on the bidding of three (3) construction contracts, ENGINEER shall provide thirty- five (35) sets of reduced-size Contract Drawings and ten (10) sets of full-size Contract Drawings for use by OWNERS during bidding. In addition, ENGINEER shall receive and process deposits for Bid Documents, maintain a record of prospective bidders to whom Bid Documents have been issued, and attend a pre-bid conference with prospective bidders. 2. Issue addenda as appropriate to interpret, clarify, or expand the Bidding Documents. 3. Attend a pre-bid meeting to be held at the Ithaca Area Wastewater Treatment Plant for the purpose of discussing the project with potential bidders. 4. Attend the bid opening, tabulate bids received, and assist OWNERS in evaluating bids and in assembling and awarding contracts. D. Construction Phase Services. Basic Services to be provided by ENGINEER during the Construction Phase of the project shall include the following. 1. General Administration of Construction Contracts. ENGINEER shall consult with and advise OWNERS and act as OWNERS' representative as provided in the Standard General Conditions of the Construction Contract, which are attached to this Agreement. The extent and limitations of the duties, responsibilities and authority of ENGINEER as assigned in said Standard General Conditions shall not be modified except as ENGINEER may otherwise agree in writing. All of OWNERS' instructions to Contractor(s) will be issued through ENGINEER who will have authority to act on behalf of OWNERS to the extent provided in said Standard General Conditions. 2. Site Visits and Observation of Construction. ENGINEER shall make visits to the site at appropriate intervals as ENGINEER deems necessary in order to observe as an experienced and qualified design professional the progress and quality of the various aspects of Contractor(s)' work, and to determine in general if the work is proceeding in accordance with the Contract Documents. Mr. Daniel Cogan May 9, 2005 Ithaca Area WWTP-SJC Owners Page 5 L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc In addition, ENGINEER shall provide the services of a Project Representative to assist ENGINEER and provide more continuous observation of such work. The services of the Project Representative are based on a level of effort of 800 labor hours over a 12-month construction duration. The Project Representative will be an employee of ENGINEER under ENGINEER's supervision. The duties and responsibilities of the Project Representative are set forth in Exhibit A, "Duties, Responsibilities and Limitation of Authority of Project Representative" which will be made a part of the Construction Contract Documents. Exhibit A is hereby incorporated into and made a part of this Agreement. The purpose of ENGINEER's visits to and representation by the Project Representative at the site will be to enable ENGINEER to better carry out the duties and responsibilities assigned to ENGINEER during the Construction Phase, and, in addition, by exercise of ENGINEER's efforts as an experienced and qualified design professional, to provide for OWNERS a greater degree of confidence that the completed work of Contractor(s) will conform generally to the Contract Documents and that the integrity of the design concept has been implemented and preserved by Contractor(s). ENGINEER shall not, during such visits or as a result of such observations of Contractor(s)' work in progress, supervise, direct or have control over Contractor(s)' work nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor(s), for safety precautions and programs incident to the work of Contractor(s) or for any failure of Contractor(s) to comply with laws, rules, regulations, ordinances, codes or orders applicable to Contractor(s) furnishing and performing their work. Accordingly, ENGINEER can neither guarantee the performance of the construction contracts by Contractor(s) nor assume responsibility for Contractor(s)' failure to furnish and perform their work in accordance with the Contract Documents. 3. Defective Work. ENGINEER may notify OWNERS to reject Contractor(s)' work while it is in progress if ENGINEER believes that such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the Project as reflected in the Contract Documents. Mr. Daniel Cogan May 9, 2005 Ithaca Area WWTP-SJC Owners Page 6 L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc 4. Clarifications, Interpretations, and Field Orders. ENGINEER shall issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of the work. Such clarifications and interpretations shall be consistent with the intent of, and reasonably inferable from, the Contract Documents. 5. Change Orders and Work Change Directives. Consistent with Article 10 of the Standard General Conditions of the Construction Contract, ENGINEER shall recommend Change Orders and Work Change Directives to OWNERS as appropriate and shall prepare Change Orders and Work Change Directives as required. 6. Shop Drawings and Other Submittals. ENGINEER shall review and approve (or take other appropriate action regarding) Shop Drawings, samples and other data and information which Contractor(s) are required to submit, but only for conformance with the design concept of the project and compliance with the information given in the Contract Documents. Such reviews and approvals or other action shall not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 7. Substitutes. ENGINEER shall evaluate and determine the acceptability of substitute and “or equal” materials and equipment proposed by Contractor(s) in accordance with the provisions of the Contract Documents. 8. Concrete and Soil Testing. ENGINEER shall provide concrete and soil testing services, including appropriate professional interpretations of test results, to aid ENGINEER in evaluating whether work performed by Contractor(s) conforms to the Contract Documents. 9. Claims. Consistent with Article 10 of the Standard General Conditions of the Construction Contract, ENGINEER shall act as initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the work there under and make decisions on all claims of OWNERS and Contractor(s) relating to the acceptability of the work or the interpretation of the requirements of the Contract Documents. ENGINEER shall not be liable for the results of any such interpretations or decisions rendered in good faith. Mr. Daniel Cogan May 9, 2005 Ithaca Area WWTP-SJC Owners Page 7 L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc 10. Applications for Payment. ENGINEER shall determine the amounts owing to Contractor(s) and recommend payments. Such recommendations will constitute a representation to OWNERS that the work has progressed to the point indicated, and that, to the best of ENGINEER's knowledge, information and belief, the quality of such work is generally in accordance with the Contract Documents. By recommending payment, ENGINEER will not represent that exhaustive, continuous or detailed reviews or examinations have been made by ENGINEER to check the quality or quantity of Contractor(s) work. ENGINEER's review of Contractor(s)' work for the purposes of recommending payments will not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes any Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any of the work, materials or equipment has passed to OWNERS free and clear of any lien, claims, security interests or encumbrances. PAYMENTS TO ENGINEER For the Basic Services outlined in the above Scope of Services, or Additional Services, OWNERS shall pay ENGINEER an hourly rate equal to ENGINEER's Salary Cost times a factor of 2.37 for all services rendered by principals and employees engaged directly on the Project, plus reimbursable expenses at cost. The total cost for the Basic Services described above shall not exceed $373,690 without prior written authorization of OWNERS. Written authorization for each task shall be in the form of an executed Authorization signed by the Chairperson of the Ithaca Area WWTP-SJC Owners (see Exhibit B attached). TASK FEE DURATION A. Study Phase 1. UV Disinfection $16,530 8 weeks 2. Miscellaneous Improvements/Repairs 8 weeks a. Concrete Repairs – Walls $5,600 b. Deck Waterproofing $1,260 c. Leaks at Skylights, etc. $3,600 d. Digester Cover Repairs $1,180 e. Digester Brick Repairs $1,040 Mr. Daniel Cogan May 9, 2005 Ithaca Area WWTP-SJC Owners Page 8 L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc TASK FEE DURATION 3. Third Story Building Addition $4,230 4 weeks 4. Septage Facility $16,800 8 weeks 5. Leachate Facility $23,800 8 weeks Subtotal Study Phase $74,040 B. Design Phase 1. UV Disinfection $83,840 4 months 2. Miscellaneous Improvements/Repairs 2 months a. Concrete Repairs – Walls $7,050 b. Deck Waterproofing $2,800 c. Leaks at Skylights, etc. $5,100 d. Digester Cover Repairs $3,660 e. Digester Brick Repairs $3,300 3. Septage Facility $103,000 6 months Subtotal Design Phase $208,750 C. Bidding Phase 1. UV Disinfection $5,600 6 weeks 2. Miscellaneous Improvements/Repairs $2,200 6 weeks 3. Septage Facility $4,800 6 weeks Subtotal Bidding Phase $12,600 D. Construction Phase 1. UV Disinfection (1) $17,100 9 months 2. Miscellaneous Improvements/Repairs (1) $6,200 4 months 3. Septage Facility (1) $33,400 6 months 4. Resident Representative (800 hours collectively) $21,600 12 months Subtotal Construction Phase $78,300 TOTAL ALL PHASES $373,690 (1) Does not include Resident Representative. Mr. Daniel Cogan May 9, 2005 Ithaca Area WWTP-SJC Owners Page 9 L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc PERIOD OF SERVICE The Study Phase will commence upon receipt of written authorization of OWNERS and will be completed as a draft report within eight (8) weeks. The Design Phase will commence upon acceptance by OWNERS of ENGINEER’s report and upon written authorization to proceed by OWNERS and will be submitted for 95 percent review within four (4) months. The Bidding Phase will commence upon acceptance by OWNERS of ENGINEER’s drawings, specifications, and other Final Design Phase documentations, including the most recent opinion of probable construction cost, and upon written authorization to proceed by OWNERS. The Bidding Phase will terminate and the services to be performed or furnished there under will be considered complete upon commencement of the Construction Phase, or upon cessation of negotiations with prospective Contractor(s). The Construction Phase will commence with the execution of construction contracts for the project, or any part thereof and upon written authorization to proceed by OWNERS, and will terminate upon written recommendation by ENGINEER of final payment to Contractor. ENGINEER’s level of effort for performing the Basic Services described for the Construction Phase is scoped for a twelve-month (12) duration for all construction contracts. FURTHER SERVICES AND PAYMENTS This Agreement may be amended to provide authorization and payment for further phases or Additional Services. ENGINEER may proceed with such services based upon receipt of a mailed or faxed authorization from OWNERS which, until a formal amendment is executed, shall constitute a Contract Amendment, with payment for such services on the Basis of ENGINEER's Salary Cost times a factor of 2.37. STANDARD CONDITIONS Attached hereto are the Standard Conditions to this Agreement consisting of four (4) pages which the OWNER has reviewed and acknowledges to be a part of this Agreement. Mr. Daniel Cogan May 9, 2005 Ithaca Area WWTP-SJC Owners Page 10 L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc AUTHORIZATION The return of one (1) signed copy of this Letter Agreement together with a copy of a formal resolution of approval constitutes acceptance of this Agreement. Written authorization for ENGINEER to proceed with the individual tasks outlined in the Scope of Services shall be by return of one (1) signed copy of the authorization of services included as Exhibit B. Very truly yours, ACCEPTED AND AUTHORIZED STEARNS & WHELER, LLC CITY OF ITHACA, NEW YORK By: By: Gerald C. Hook, P.E. Carolyn K. Peterson Title: President/CEO Title: Mayor Date: Date: Notary: Notary: TOWN OF ITHACA, NEW YORK TOWN OF DRYDEN, NEW YORK By: By: Catherine Valentino Steven Trumbull Title: Supervisor Title: Supervisor Date: Date: Notary: Notary: Commented [COMMENT1]: Use an Owner's title only when the Owner is a company or municipality. If the Owner is an individual, e.g. a property owner, etc., do not include the title line, but be sure to include the date line. Commented [COMMENT2]: ADD APPROPRIATE STANDARD CONDITIONS PAGES. Be sure to eliminate any headers from letter agreement so they don't show on Standard Conditions. Also be sure page numbering sequence is correct. Page 1 of 4 pages L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc STANDARD CONDITIONS TO ACCOMPANY LETTER FORM OF AGREEMENT BETWEEN OWNERS AND ENGINEER FOR PROFESSIONAL SERVICES OWNERS: CITY OF ITHACA, TOWN OF ITHACA, TOWN OF DRYDEN-SJC OWNERS ENGINEER: STEARNS & WHELER, LLC, ONE REMINGTON PARK DRIVE, CAZENOVIA, NY 13035 ASSIGNMENT: ITHACA AREA WWTP FINAL MISCELLANEOUS PLANT IMPROVEMENTS OWNERS and ENGINEER agree on professional engineering services by ENGINEER and the payment for those services by OWNERS as set forth below. BASIC SERVICES OF ENGINEER General ENGINEER shall provide professional services in all phases of the Project to which this Agreement applies pursuant to the Scope of Services in the Letter Agreement to which these Standard Conditions are attached. Design Phase ENGINEER shall: On the basis of the accepted documents and the opinion of probable costs, prepare final drawings and specifications to show the general scope, extent and character of the work to be furnished and performed by Contractor(s). Furnish to OWNERS a revised opinion of probable Total Project Costs. Prepare for review and approval by OWNERS, its legal counsel and other advisors contract agreement forms, general conditions and supplementary conditions, and bid forms, invitations to bid and instructions to bidders. Furnish five (5) copies of the above documents and of the Drawings and Specifications. OWNER'S RESPONSIBILITIES OWNERS shall designate and advise ENGINEER of a person to act as OWNERS' Representative who has complete authority with respect to the ENGINEER's services for the Project. OWNERS shall do the following in a timely manner so as not to delay the services of ENGINEER: Provide all criteria and full information as to OWNERS' requirements for the Project and furnish copies of all design and construction standards which OWNERS will require to be included in the Drawings and Specifications. Assist ENGINEER by placing at ENGINEER's disposal all available information pertinent to the Project including previous reports. Furnish to ENGINEER, as required for performance of ENGINEER's services, the following: - data prepared by or services of others, including borings, probings and subsurface explorations; - environmental assessment and impact statements; - property, boundary, easement, right-of-way and topographic surveys; - property descriptions; - zoning, deed and other land use restriction; all of which ENGINEER may use and rely upon in perform- ing services under this Agreement. 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. Examine all studies, reports, sketches, Drawings, Specifications, proposals and other documents presented by ENGINEER, obtain advice of an attorney, insurance counselor and other consultants as OWNERS deems appropriate. Commented [COMMENT3]: These Standard Conditions should not be modified without Partner approval. Use "typeover" to input OWNER's address and assignment. This will push the blank line to the next line. Therefore, the line will have to be adjusted so that the line's right margin is at approximately 7.75". This is formatted to be run on an HP laser printer. Page 2 of 4 pages L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc Furnish approvals and permits from all governmental authorities having jurisdiction over the Project. Provide accounting, independent cost estimating and insur- ance counseling services required for the Project, such legal services as OWNERS may require or ENGINEER may reasonably request with regard to legal issues. Give prompt written notice to ENGINEER whenever OWNERS observes or otherwise becomes aware of any development that affects the scope or timing of ENGINEER's services, or any defect or nonconformance in the work of any Contractor. PERIODS OF SERVICE Compensation for ENGINEER's services has been agreed to in anticipation of the orderly and continuous progress of the Project. If specific periods of time for rendering services are set forth or specific dates by which services are to be com- pleted are provided and if such dates are exceeded through no fault of ENGINEER, all rates, measures and amounts of compensation shall be subject to equitable adjustment. If OWNERS have requested significant modifications in the general scope, extent or character of the Project, the time of performance of ENGINEER's services shall be adjusted equitably. PAYMENTS TO ENGINEER Methods of Payment for Services and Expenses of ENGINEER OWNERS shall pay ENGINEER for services rendered as provided in the Letter Agreement. Times of Payments ENGINEER shall submit monthly statements for services and Reimbursable Expenses. The statements will be based upon the hours and rates of personnel who have provided services. OWNERS shall make prompt payments in response to ENGINEER's monthly statements. Other Provisions Concerning Payments In the event of termination by OWNERS, ENGINEER will be paid for services rendered on the basis of ENGINEER's Salary Costs times a factor of 2.37 for services rendered to date of termination. ENGINEER also will be reimbursed for the charges of independent professional associates and consultants employed by ENGINEER and paid for all unpaid Additional Services and unpaid Reimbursable Expenses, plus all termination expenses. Definitions The Salary Costs used as a basis for payment mean salaries and wages (basic and incentive) paid to all ENGINEER's personnel engaged directly on the Project, plus the cost of customary and statutory benefits including, but not limited to, social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, sick leave, vacation and holiday pay and other group benefits. The amount of customary and statutory benefits of all other personnel of ENGINEER will be considered equal to 38.5% of salaries and wages, subject to equitable adjustment to reflect changes in ENGINEER's overall compensation procedures and practices. Reimbursable Expenses mean the actual expenses incurred by ENGINEER, directly or indirectly in connection with the Project, such as expenses for transportation and subsistence; toll telephone calls; reproduction of reports, Drawings, Specifications, Bidding Documents, and similar Project- related items; and, if authorized in advance by OWNERS, overtime work requiring higher than regular rates. OPINIONS OF COST Since ENGINEER has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor(s)' methods of determining prices, or over competitive bidding or market conditions, ENGINEER's opinions of probable Total Project Costs and Construction Cost provided for herein are to be made on the basis of ENGINEER's best judgment as an experienced and qualified professional engineer. ENGINEER cannot and does not guarantee that proposals, bids or actual Total Project or Construction Costs will not vary from opinions of probable cost prepared by ENGINEER. If OWNERS wish greater assurance as to Total Project or Construction Costs, OWNERS shall employ an independent cost estimator. GENERAL CONSIDERATIONS Termination The obligation to provide further services under this Agreement may be terminated by either party upon thirty days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. Page 3 of 4 pages L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc Reuse of Documents All documents including Drawings and Specifications prepared or furnished by ENGINEER are instruments of service in respect of the Project and ENGINEER shall retain an ownership and property interest therein whether or not the Project is completed. Any reuse without written verification or adaptation by ENGINEER for the specific purpose intended will be at OWNERS' sole risk and without liability or legal exposure to ENGINEER, and OWNERS shall indemnify and hold harmless ENGINEER from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. Standard of Care In accepting this Agreement for professional services by ENGINEER, OWNERS acknowledge that ENGINEER's services often require decisions which are based upon judgmental considerations. In performing ENGINEER's professional services, ENGINEER will use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. The standard of care shall exclusively be judged as of the time the services are rendered and not according to later standards. Insurance ENGINEER shall procure and maintain insurance for protection from claims under workers' compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom. Controlling Law This Agreement is to be governed by the law of the principal place of business of ENGINEER. Successors and Assigns OWNERS and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNERS and ENGINEER are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives of such other party. Neither OWNERS nor ENGINEER shall assign, sublet or transfer any rights under or interest in this Agreement without the written consent of the other. Nothing contained in this paragraph shall prevent ENGINEER from employing such independent professional associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than OWNERS and ENGINEER, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNERS and ENGINEER and not for the benefit of any other party. Arbitration All claims, counterclaims, disputes and other matters in question between the parties hereto arising out of or relating to this Agreement or the breach thereof will be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association. Notice of demand for arbitration must be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event may the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. No arbitration arising out of, or relating to, this Agreement may include, by consolidation, joinder or in any other manner, any person or entity who is not a party to this Agreement. The award rendered by the arbitrators will be final, judgment may be entered upon it in any court having jurisdiction thereof, and will not be subject to modification or appeal except to the extent permitted by the Federal Arbitration Act. Waste Materials Waste materials (including soil and water samples, drilling cuttings, oil samples, water, and other materials) produced during the performance of these services are the property of OWNERS. ENGINEER shall retain soil and water samples for no longer than forty-five (45) days after sampling, unless other arrangements are agreed upon in writing. It is OWNERS' responsibility to select and arrange for lawful transportation, treatment, and disposal of the samples with appropriate licensed parties. Page 4 of 4 pages L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc Disclosure OWNERS may be required by federal, state or local regulation or statute to report the results of services performed by ENGINEER under this Agreement or information uncovered by ENGINEER under this Agreement. It is agreed that OWNERS shall be responsible for all such reporting. ENGINEER shall, however, immediately disclose to OWNERS any document or information which ENGINEER has reason to believe to be subject to a reporting obligation. Confidentiality ENGINEER agrees to keep confidential and not disclose to any person or entity, other than ENGINEER's employees and subcontractors, without the prior written consent of OWNERS, which consent shall not be unreasonably withheld, delayed, or conditioned, all data and information not previously known to and generated by ENGINEER, or furnished to ENGINEER and marked "CONFIDENTIAL" by OWNERS in the course of ENGINEER's performance of the services contemplated hereunder; provided, however, that this provision shall not apply to data or information which is in the public domain or which was previously known to ENGINEER, or which was acquired by ENGINEER independently from third parties not under any obligation to OWNERS to keep such data and information confidential. These provisions shall not be interpreted to restrict ENGINEER from complying with any applicable law, rule, regulation, ordinance, code, standard, or court order. Page 5 of 4 pages L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc EXHIBIT A DUTIES, RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF RESIDENT PROJECT REPRESENTATIVE PROJECT REPRESENTATIVE A. ENGINEER shall furnish a part-time Project Representative (“PR”) to assist ENGINEER in observing progress and quality of the work. B. Through such additional observations of Contractor(s)’ work in progress and field checks of materials and equipment by the PR and assistants, ENGINEER shall endeavor to provide further protection for OWNERS against defects and deficiencies in the work. However, ENGINEER shall not, during such visits or as a result of such observations of Contractor(s)’ work in progress, supervise, direct, or have control over the Contractor(s)’ work nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures selected by Contractor(s), for safety precautions and programs incident to the Contractor(s)’ work in progress, for any failure of Contractor(s) to comply with laws and regulations applicable to Contractor(s)’ performing and furnishing the work, or responsibility of construction for Contractor(s)’ failure to furnish and perform the work in accordance with the Contract Documents. C. The duties and responsibilities of the PR are limited to those of ENGINEER in the Agreement with OWNERS and in the Contract Documents, and are further limited and described as follows. 1. General. PR is ENGINEER’s agent at the site, will act as directed by and under the supervision of ENGINEER, and will confer with ENGINEER regarding PR’s actions. PR’s dealings in matters pertaining to the Contractor(s)’ work in progress shall in general be with ENGINEER and Contractor(s), keeping OWNERS advised on a periodic basis. PR’s dealings with subcontractor(s) shall only be through or with the full knowledge and approval of Contractor(s). PR shall generally communicate with OWNERS with the knowledge of and under the direction of ENGINEER. 2. Schedules. Review the progress schedule, schedule of Shop Drawing and sample submittals, and schedule of values prepared by Contractor(s) and consult with ENGINEER concerning acceptability. 3. Conferences and Meetings. Attend meetings with Contractor(s), such as preconstruction conferences, progress meetings, job conferences and other project-related meetings, and prepare and circulate copies of minutes thereof. Page 6 of 4 pages L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc 4. Liaison. a. Serve as ENGINEER’s liaison with Contractor(s), working principally through Contractor(s)’ superintendent and assist in understanding the intent of the Contract Documents. b. Assist ENGINEER in serving as OWNERS’ liaison with Contractor(s) when Contractor(s)’ operations affect OWNERS’ on-site operations. c. Assist in obtaining from OWNERS additional details or information, when required for proper execution of the work. 5. Interpretation of Contract Documents. Report to ENGINEER when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor(s) clarifications and interpretations as issued by ENGINEER. 6. Shop Drawings and Samples. a. Record date of receipt of samples and approved Shop Drawings. b. Receive samples that are furnished at the site by Contractor(s), and notify ENGINEER of availability of samples for examination. c. Advise ENGINEER and Contractor(s) of the commencement of any portion of the work requiring a Shop Drawing or submittal for which PR believes that ENGINEER has not approved the submittal. 7. Modifications. Consider and evaluate Contractor(s)’ suggestions for modifications in Drawings or Specifications and report with PR’s recommendations to ENGINEER. Transmit to Contractor(s) in writing decisions as issued by ENGINEER. 8. Review of Work and Rejection of Defective Work. a. Conduct on-site observations of Contractor(s)’ work in progress to assist ENGINEER in determining if the work is in general proceeding in accordance with the Contract Page 7 of 4 pages L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc Documents. b. Report to ENGINEER whenever PR believes that any part of Contractor(s)’ work in progress will not produce a completed Project that conforms generally to the Contract Documents or will prejudice the integrity of the design concept of the completed project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise ENGINEER of that part of work in progress that PR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. 9. Inspections, Tests and System Startups. a. Consult with ENGINEER in advance of scheduled major inspections, tests, and systems startups of important phases of the work. Page 8 of 4 pages L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc b. Verify that tests, equipment, and systems startups and operating and maintenance training are conducted in the presence of appropriate OWNERS’ personnel, and that Contractor(s) maintains adequate records thereof. c. Observe, record, and report to ENGINEER appropriate details relative to the test procedures and systems startups. 10. Reports. a. Furnish to ENGINEER periodic reports as required of progress of the work. b. Furnish to ENGINEER and OWNERS copies of all inspection, test, and system startup reports. d. Report immediately to ENGINEER the occurrence of any site accidents, any hazardous environmental conditions, emergencies, or acts of God endangering the work, and property damaged by fire or other causes while present on-site. 12. Payment Requests. Review Applications for Payment with Contractor(s) for compliance with the established procedure for their submission and forward with recommendations to ENGINEER, noting particularly the relationship of the payment requested to the schedule of values, work completed, and materials and equipment delivered at the site but not incorporated in the work. 13. Certificates, Operation and Maintenance Manuals. During the course of the work, verify that materials and equipment certificates, operation and maintenance manuals and other data required by the Specifications to be assembled and furnished by Contractor(s) are applicable to the items actually installed and in accordance with the Contract Documents, and have these documents delivered to ENGINEER for review and forwarding to OWNERS prior to payment for that part of the work. 14. Completion. a. Before ENGINEER issues a Page 9 of 4 pages L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc Certificate of Substantial Completion, submit to Contractor(s) a list of observed items requiring completion or correction. b. Participate in a final inspection in the company of ENGINEER, OWNERS, and Contractor(s) and prepare a final list of items to be completed or corrected. c. Observe whether all items on final list have been completed or corrected and make recommendations to ENGINEER concerning acceptance and issuance of the Notice of Acceptability of the Work. D. Resident Project Representative Shall Not. 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment (including “or-equal” items). 2. Exceed limitations of ENGINEER’s authority as set forth in the Agreement or the Contract Documents. 3. Undertake any of the responsibilities of Contractor(s), subcontractor(s), supplier(s), or Contractor(s)’ superintendent. 4. Advise on, issue directions relative to, or assume control over any aspect of the means, methods, techniques, sequences or procedures of Contractor(s)’ work unless such advice or directions are specifically required by the Contract Documents. 5. Advise on, issue directions regarding, or assume control over safety precautions and programs in connection with the activities or operations of OWNERS or Contractor(s). 6. Participate in specialized field or laboratory tests or inspections conducted off-site by others except as specifically authorized by ENGINEER. 7. Accept Shop Drawing or sample submittals from anyone other than Contractor(s). Page 10 of 4 pages L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc EXHIBIT B AUTHORIZATION FOR SERVICES UNDER AGREEMENT FOR GENERAL ENGINEERING SERVICES DATED ___________________________ BETWEEN CITY OF ITHACA, TOWN OF ITHACA, AND TOWN OF DRYDEN, NEW YORK (OWNERS) AND STEARNS & WHELER, LLC (ENGINEER) AUTHORIZATION NO.: JOB NO. DATE: DESCRIPTION: SCOPE OF SERVICES: 1. 2. 3. COMPLETION TIME: ___________________ (days, weeks, or months) BUDGET AUTHORIZATION: $_______________________ ACCEPTED: AUTHORIZED: STEARNS & WHELER, LLC By: By: Sample – Do Not Sign Sample – Do Not Sign Title: Title: Date: Date: ___/___ Page 11 of 4 pages L:\Committees\Special Joint Subcommittee (Sewer)\2005 SJC\2005-05 MAY\Ithaca Misc Plant Improvements-SJS 05-05.doc STATE OF NEW YORK ) ) SS: COUNTY OF __________________ ) On this day of , 200__, before me, the subscriber, personally appeared _____________________, to me known and known to me to be the ________________ of __________________, the OWNER described herein, and who, being duly authorized, executed the same on behalf of the OWNER following formal resolution of the dated , a copy of which is attached hereto. N o t a r y P u b l i c STATE OF NEW YORK ) ) SS: COUNTY OF MADISON ) On this day of , 200__, before me, the subscriber, personally appeared _______________, P.E., to me known and known to me to be a Vice President of the firm of Stearns & Wheler, LLC, the ENGINEER described herein, and who executed the same for the act and deed of said firm. N o t a r y P u b l i c