Loading...
HomeMy WebLinkAboutNorthern_Divers_Agreement-Pre-Clean_Insp-Raw_Water_Intakes_4-12-23I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\Jacobs 2023 Wtr Util Tech Serv\Raw Wtr Intakes\Northern Divers Agreement-Pre-Clean Insp-Raw Water Intakes_4-12-23.docx Page 1 of 7 AGREEMENT This AGREEMENT, made on the _____ day of ________________, 2023, by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and NORTHERN DIVERS USA, 10404 Fox Bluff Lane, Spring Grove, IL 60081, party of the second part, hereinafter referred to as the CONSULTANT, WITNESSETH: The CITY and the CONSULTANT, for the consideration hereinafter named, enter into the following AGREEMENT for WATER FILTRATION PLANT RAW WATER INTAKES PRE-CLEANING INSPECTION PROJECT (PROJECT). ARTICLE I. PROJECT MANAGER A. Assignment of Project Manager. The CONSULTANT shall assign the following individual to manage the PROJECT described in this AGREEMENT: Frank Frosolone – President B. Changes in Project Manager. The CITY shall have the right to approve or disapprove of any proposed change from the individual named above as Project Manager. The CITY shall be provided with a resume or other information for any proposed substitute and shall be given the opportunity to interview that person prior to any proposed change. ARTICLE II. CITY REPRESENTATIVE The CITY shall assign the following individual to manage the PROJECT described in this AGREEMENT: Jason Ellis – Utilities Operations Manager ARTICLE III. SCOPE OF WORK The CONSULTANT shall provide the services described in the CITY’s Scope of Services. The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect CONSULTANT's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT. DocuSign Envelope ID: 4F0FED91-32EF-42EC-AABC-132FFFF56053 April24th I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\Jacobs 2023 Wtr Util Tech Serv\Raw Wtr Intakes\Northern Divers Agreement-Pre-Clean Insp-Raw Water Intakes_4-12-23.docx Page 2 of 7 All reports, drawings, specifications, computer files, field data, notes, and other documents and instruments prepared by the CONSULTANT as instruments of service shall become property of the CITY upon payment for those documents by the CITY to the CONSULTANT, and shall remain the property of the CITY. ARTICLE IV. STANDARD OF CARE The standard of care applicable to CONSULTANT's services will be the degree of skill and diligence normally employed by professional consultants or consultants performing the same or similar services at the time said services are performed. CONSULTANT will re-perform any services not meeting this standard without additional compensation. ARTICLE V. OPINIONS OF COST, FINANCIAL CONSIDERATIONS, AND SCHEDULES In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, CONSULTANT has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by operating personnel or third parties; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, it is understood between the parties the CONSULTANT makes no warranty the CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from CONSULTANT's opinions, analyses, projections, or estimates. ARTICLE VI. RECORD DRAWINGS Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others. CONSULTANT is not responsible for any errors or omissions in the information from others the CONSULTANT reasonably relied upon and are incorporated into the record drawings. ARTICLE VII. CITY RESPONSIBILITIES The CITY shall furnish, at the CONSULTANT’s request, such information as is needed by the CONSULTANT to aid in the progress of the PROJECT, providing it is reasonably obtainable from City records. DocuSign Envelope ID: 4F0FED91-32EF-42EC-AABC-132FFFF56053 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\Jacobs 2023 Wtr Util Tech Serv\Raw Wtr Intakes\Northern Divers Agreement-Pre-Clean Insp-Raw Water Intakes_4-12-23.docx Page 3 of 7 To prevent any unreasonable delay in the CONSULTANT’s work, the CITY will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. ARTICLE VIII. CITY’S INSURANCE The CITY will maintain property insurance on all pre-existing physical facilities associated in any way with the PROJECT. The CITY will provide (or have the construction contractor(s) provide) a Builders Risk All Risk insurance policy for the full replacement value of all project work including the value of all onsite CITY-furnished equipment and/or materials associated with CONSULTANT's services. Upon request, the CITY will provide CONSULTANT a copy of such policy. ARTICLE IX. TIME OF COMPLETION The work to be performed under this AGREEMENT shall be commenced and the work completed within the time limits as agreed upon in the CITY’s Scope of Services. The CONSULTANT shall perform the services under this AGREEMENT with reasonable diligence and expediency consistent with sound professional practices. The CITY agrees the CONSULTANT is not responsible for damages arising directly or indirectly from any delays for causes beyond the CONSULTANT’s control. For the purposes of this AGREEMENT, such causes include, but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, failure of performance by the CITY, or discovery of any hazardous substances or differing site conditions. If the delays resulting from any such causes increase the time required by the CONSULTANT to perform its services in an orderly and efficient manner, the CONSULTANT shall be entitled to an equitable adjustment in schedule. While CONSULTANT has made reasonable efforts to incorporate into their plan for the PROJECT any known current project impacts of the COVID-19 pandemic, CONSULTANT has not accounted for, and is not responsible for, unknown future changes due to the COVID-19 pandemic, including, without limitation, additional restrictions by government agencies or others (such as the availability of the site for access or the availability of CITY or CONSULTANT staff or others) to the extent they delay or otherwise impact the PROJECT. In that event, CONSULTANT will notify CITY and work in good faith to equitably address any unexpected impacts therefrom. DocuSign Envelope ID: 4F0FED91-32EF-42EC-AABC-132FFFF56053 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\Jacobs 2023 Wtr Util Tech Serv\Raw Wtr Intakes\Northern Divers Agreement-Pre-Clean Insp-Raw Water Intakes_4-12-23.docx Page 4 of 7 ARTICLE X. COMPONENT PARTS OF THE AGREEMENT This AGREEMENT consists of the following component parts, all of which are as fully a part of this AGREEMENT as if herein set out verbatim, or if not attached, as if hereto attached: 1. This Instrument 2. CITY’s Scope of Services dated April 12, 2023 and attached hereto In the event any provision in any of the above component parts of this AGREEMENT conflicts with any provision in any other of the component parts, the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. ARTICLE XI. PAYMENT A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the performance of the AGREEMENT the total sum as set forth below, adjusted by any changes hereafter mutually agreed upon in writing by the parties hereto:  Lump Sum Not to Exceed $28,500 (Twenty Eight Thousand Five Hundred Dollars). B. Method of Payment. The CONSULTANT shall submit itemized monthly statements for services. The CITY shall pay the CONSULTANT within thirty (30) calendar days after receipt of such statement. If any statement amount is disputed, the CITY may withhold payment of such amount and shall provide to CONSULTANT a statement as to the reason(s) for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this AGREEMENT executed by both parties prior to proceeding with the work covered under the subject amendment. D. Indirect Costs. Indirect costs such as computer time, printing, copying, cell phone charges, telephone charges, and equipment rental shall be considered overhead and shall not be invoiced separately to the PROJECT. DocuSign Envelope ID: 4F0FED91-32EF-42EC-AABC-132FFFF56053 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\Jacobs 2023 Wtr Util Tech Serv\Raw Wtr Intakes\Northern Divers Agreement-Pre-Clean Insp-Raw Water Intakes_4-12-23.docx Page 5 of 7 E. Expenses. Expenses may be billed with up to a maximum of ten percent (10%) mark-up. All invoices with expenses shall include supporting documentation of the expense. Failure to include the supporting documentation will result in the reduction of payments by the amount of those expense(s) not including documentation. ARTICLE XII. STANDARD PROVISIONS The CONSULTANT agrees that, in all hiring or employment made possible by or resulting from this AGREEMENT, there will not be any discrimination against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. ARTICLE XIII. HOLD HARMLESS The CONSULTANT covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands to the proportionate extent caused by or resulting from the intentionally wrongful or negligent acts of the CONSULTANT, their agents or assigns, their employees, or their subcontractors related to the performance of this AGREEMENT or be caused or result from any violation of any law or administrative regulation, and shall indemnify the CITY for all sums including court costs, attorney fees, and damages of any kind which the CITY may be obliged or adjudged to pay on any such claims or demands upon the CITY’s written demand for indemnification or refund for those actions, claim, and demands caused by or resulting from intentional or negligent acts as specified in this Paragraph. Subject to any limitations contained in Sec. 893.80 and any similar statute of the Wisconsin Statutes, the CITY further agrees to hold CONSULTANT harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to person or property arising out of re-use of the documents without consent where such liability is founded upon or grows out of the acts or omission of any of the officers, employees, or agents of the City of Oshkosh while acting within the scope of their employment. ARTICLE XIV. INSURANCE The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance Requirements. DocuSign Envelope ID: 4F0FED91-32EF-42EC-AABC-132FFFF56053 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\Jacobs 2023 Wtr Util Tech Serv\Raw Wtr Intakes\Northern Divers Agreement-Pre-Clean Insp-Raw Water Intakes_4-12-23.docx Page 6 of 7 ARTICLE XV. TERMINATION A. For Cause. If the CONSULTANT shall fail to fulfill in timely and proper manner any of the obligations under this AGREEMENT, the CITY shall have the right to terminate this AGREEMENT by written notice to the CONSULTANT. In this event, the CONSULTANT shall be entitled to compensation for any satisfactory, usable work completed. B. For Convenience. The CITY may terminate this AGREEMENT at any time by giving written notice to the CONSULTANT no later than ten (10) calendar days before the termination date. If the CITY terminates under this Paragraph, then the CONSULTANT shall be entitled to compensation for any satisfactory work performed to the date of termination. This document and any specified attachments contain all terms and conditions of the AGREEMENT and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this AGREEMENT. ARTICLE XVI. RE-USE OF PROJECT DOCUMENTS All reports, drawings, specifications, documents, and other deliverables of CONSULTANT, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Subject to individual review, CONSULTANT’S reports, drawings, specifications, documents, or other deliverables will generally be considered public records that are available to the public upon request. Neither the CITY nor the CONSULTANT, therefore, has control of these documents once they are disclosed as a public record. It is understood between these two (2) parties, however, that CONSULTANT does not intend to state or imply that the PROJECT documents it creates have any purpose unrelated to the PROJECT. To the extent the CITY may re-use or reference any part of the CONSULTANT’S documents or information on unrelated projects, the CITY agrees to independently verify their applicability for unrelated projects and further agrees the Standard of Care applicable to the documents for this PROJECT will not apply to their re-use or reference in unrelated projects. ARTICLE XVII. SUSPENSION, DELAY, OR INTERRUPTION OF WORK The CITY may suspend, delay, or interrupt the services of CONSULTANT for the convenience of the CITY. In such event, CONSULTANT's agreement price and schedule shall be equitably adjusted. DocuSign Envelope ID: 4F0FED91-32EF-42EC-AABC-132FFFF56053 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\Jacobs 2023 Wtr Util Tech Serv\Raw Wtr Intakes\Northern Divers Agreement-Pre-Clean Insp-Raw Water Intakes_4-12-23.docx Page 7 of 7 ARTICLE XVIII. NO THIRD-PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other than the CITY and CONSULTANT and has no third-party beneficiaries. In the Presence of: CONSULTANT ____________________________ By: _____________________________ ____________________________ Frank Frosolone (Seal of CONSULTANT President if a Corporation) By: _____________________________ _____________________________ (Specify Title) CITY OF OSHKOSH _____________________________ By: _____________________________ (Witness) Mark A. Rohloff, City Manager _____________________________ And: _____________________________ (Witness) Jessi L. Balcom, City Clerk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this AGREEMENT. _____________________________ City Attorney ___________________________________ City Comptroller DocuSign Envelope ID: 4F0FED91-32EF-42EC-AABC-132FFFF56053 April 12, 2023 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\Jacobs 2023 Wtr Util Tech Serv\Raw Wtr Intakes\Pre-Clean Insp Scope of Serv_4-12-23.docx Page 1 of 1 SCOPE OF SERVICES City of Oshkosh Water Filtration Plant Raw Water Intakes Pre-Cleaning Inspection Project Purpose The purpose of the City of Oshkosh (City) Water Filtration Plant (WFP) Intakes Pre-Cleaning Inspection Project (Project) is to field verify existing raw water supply system features prior to undertaking contracted cleaning and detailed condition assessment. Background Raw water is supplied to the WFP via a 60-inch diameter, nearly 5,000-foot long intake and raw water pipeline that was constructed in 2005. Recent inspection of the 60-inch intake found that minor repairs are needed. To affect repairs, the 60- inch intake needs to be taken out of service, cleaned, and inspected. During work on the 60-inch intake, a temporary backup intake will used for water supply. Currently, none of the City’s backup intakes are reliable; to provide a reliable backup intake, the City is considering rehabilitation and upgrade of the 36-inch intake and 30-inch raw water pipeline constructed in 1958. The City is also evaluating construction of a new backup intake. The 60-inch intake and pipeline have never been cleaned. There is no record of the 36-inch intake or 30-inch pipeline having been cleaned. Based on review of the intakes’ drawings and available construction photos, there are no pipeline flushing connections that can be used to introduce high-volume (30,000 to 100,000 gallon per minute) flushing water. The Project is needed to field verify existing pipeline installation details, several of which are located underwater requiring professional diving services. Scope of Services Northern Divers USA will conduct a pre-cleaning inspection of the following City assets for the purpose of determining how flushing connections can put in place:  60-inch intake crib; Diversion Vault; Low Lift Pump Station shore wells  36-inch intake crib; 36-inch, 60-inch, and 30-inch inlet/outlet connections within the Pretreatment Basin  Presence and location of small diameter chemical and sample lines Northern Divers USA will provide all necessary personnel, equipment, vehicles, and materials necessary to conduct the inspection, verify field information, and document the conditions. To the extent practical, the inspection will be performed in the company of City personnel. Northern Divers USA will prepare a brief narrative description of the pre-cleaning inspection to be performed, including site safety measures that will be followed. Following the inspection, Northern Divers USA will meet with the City to discuss inspection findings and recommendations for preparations needed to facilitate flushing. Northern Divers USA will collaborate with the City in the development of a flushing operation narrative to be submitted to the Wisconsin Department of Natural Resources (WDNR) to obtain the individual Chapter 30 permit necessary to conduct intake flushing. Northern Divers USA will participate in one (1) virtual meeting with the City and WDNR during the permit application process to answer questions, as needed. Fees The lump sum not-to-exceed fees for the above services are as follows: Diving Services $24,500 Permitting Assistance with the WDNR (if required) $ 4,000 Total Fees $28,500 DocuSign Envelope ID: 4F0FED91-32EF-42EC-AABC-132FFFF56053 DocuSign Envelope ID: 4F0FED91-32EF-42EC-AABC-132FFFF56053 DocuSign Envelope ID: 4F0FED91-32EF-42EC-AABC-132FFFF56053