HomeMy WebLinkAboutCayuga Heights (V) - WWTP - BGM.pdf
AGREEMENT
BETWEEN
VILLAGE OF CAYUGA HEIGHTS
(OWNER)
AND
GHD CONSULTING SERVICES INC.
FOR
PROFESSIONAL SERVICES
ASSOCIATED WITH
CAYUGA HEIGHTS WASTEWATER TREATMENT PLANT
(PROJECT)
October 2015
GHD – USA
Services Agreement
Edited QA010 USA
Rev. Nov 2012
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General Details:
Project Name Cayuga Heights Wastewater Treatment Plant
“OWNER” and the “Client” means Village of Cayuga Heights
836 Hanshaw Road
Ithaca, NY 14850
OWNER’s Designated
Representative(s) is
OWNER’s Authorized Signer is
Brent A. Cross, PE
Village Engineer
607.257.5536
bcross@cayuga-heights.ny.us
Katherine D. Supron
Mayor
“GHD” means GHD Consulting Services Inc.
1 Remington Park Drive
Cazenovia, New York 13035
GHD’s Designated Representative is Jason Greene, PE
Project Engineer
315.679.5768
jason.greene@ghd.com
GHD’s Authorized Signer is Bruce Munn, PE
Principal
315.679.5733
bruce.munn@ghd.com
Services:
See Exhibit A.
Fees: (by phase)
$7,400.00, as further defined in Exhibit A.
Period of Service:
Effective Date of this Agreement: Date of last Authorization
Period of service defined in Exhibit A.
Additional Exhibits:
N/A
GHD – USA
Services Agreement
Edited QA010 USA
Rev. Nov 2012
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Duly authorized representatives to execute this Agreement:
On Behalf of GHD:
Bruce Munn, PE Principal 10/13/15
(Signature) (Print name) (Title) (Date)
On Behalf of OWNER:
Katherine D. Supron Mayor
(Signature) (Print name) (Title) (Date)
Additional Signatures, if required:
(Signature) (Print name) (Title) (Date)
(Signature) (Print name) (Title) (Date)
GHD – USA
Services Agreement
Edited QA010 USA
Rev. Nov 2012
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Services
1. The standard of care for any professional services
performed or furnished by GHD under this Agreement will
be the care and skill ordinarily used by members of the
profession practicing under similar circumstances at the
same time and in the same locality. GHD makes no
warranties, express or implied, under this Agreement or
otherwise, in connection with GHD’s services.
2. Any questions in relation to the services being provided by
GHD can be directed to the Job Manager.
3. Change of Scope. The scope of Services set forth in this
Agreement is based on facts known at the time of
execution of this Agreement. For some projects involving
conceptual or process development services, scope may
not be fully definable during initial phases. As the Project
progresses, facts discovered may indicate that scope
should be changed. GHD will promptly inform OWNER in
writing of such situations, and if the facts discovered
constitute a material change in project assumptions, the
parties shall renegotiate the amended scope of this
Agreement as necessary.
Information and Documents
4. OWNER shall designate and advise GHD of a person to
act as OWNER's Representative who has complete
authority with respect to the services. OWNER shall do
the following in a timely manner:
(a) Provide all criteria and full Information as to
OWNER's requirements for the Project;
(b) Assist GHD by providing all available Information
pertinent to the Project (e.g. previous reports), all of
which GHD may use and rely upon in performing the
services; GHD will not be obligated to verify the
accuracy of OWNER provided Information unless
verification is included in GHD's scope of work;
(c) Arrange for site and property access as required for
GHD to perform the services;
(d) Give prompt written notice to GHD of any event that
affects the scope or timing of GHD's services.
Payment
5. Method of Payment. OWNER shall pay GHD the Fees as
defined under the Exhibits.
Additionally, OWNER will pay for any additional approved
services GHD undertakes, and any Liability, cost or
expense GHD incurs, if:
(a) The general approved scope, schedule, extent or
character of Services is changed materially. In this
event, the amount of compensation provided for
herein shall be subject to equitable adjustment in
accordance with paragraph 3, Change of Scope;
(b) Any Information OWNER (or OWNER’s employees,
agents or contractors) provides to GHD is not
complete and accurate;
(c) Part or all of the Services are delayed or suspended
(other than as a result of GHD’s breach of the
Agreement);
(d) OWNER fails to pay an amount due under the
Agreement; or
(e) OWNER ends the Agreement before GHD has
completed the services.
6. GHD will submit monthly invoices for services rendered
and payment will be made within 30 days of OWNER’s
receipt of such invoices. Interest at 1% per month will be
charged on all past due amounts. When the Fees are on the
basis of a lump sum, fixed fee, or a percentage of
construction cost for the Project, GHD’s invoices will be
based upon GHD's estimate of the proportion of the
services actually completed at the date of the invoice. If
OWNER objects to any invoice submitted by GHD, OWNER
shall so advise GHD in writing giving reasons therefore
within fourteen (14) days of receipt of such invoice. If no
such objection is made, the invoice will be considered
acceptable by OWNER.
Insurance
7. GHD shall maintain continuously during the life of this
Agreement the following minimum insurance requirements:
(a) Workers’ Compensation Insurance with statutory limits
and Employer’s Liability of at least $1,000,000 per
occurrence;
(b) Comprehensive General Liability Insurance with
combined single limits of not less than $1,000,000 in
any one occurrence or in the aggregate, applicable to
bodily injury, sickness, or death and for loss of or
damage to property;
(c) Automobile Liability Insurance covering all owned, non-
owned, or hired vehicles used by GHD with limits of not
less than $1,000,000 combined single limits applicable
to bodily injury, sickness, or death of any one person
per occurrence and for loss of or damage to property;
(d) Professional Liability Insurance in the amount of
$1,000,000 covering claims, damages and Liability
arising out of, or resulting from, GHD’s professional
negligence in performance of the services.
8. The policies under 7(b) and 7(c) above shall: (1) name
OWNER as an Additional Insured; (2) be endorsed to be
primary and non-contributory to any other insurance
maintained by OWNER.
9. GHD will provide OWNER with satisfactory evidence of the
above insurances upon request.
Total Liability for Damages
10. (a) Notwithstanding any other provisions of this
Agreement, but subject to clause 10(b) below, to the
maximum extent permitted by law, the total aggregate
Liability of GHD to OWNER and/or anyone claiming by,
through, or under OWNER shall be limited to the
amounts set out in clause 7 for the relevant insurance
policy or, if no insurance is applicable, to $1,000,000.
GHD – USA
Services Agreement
Edited QA010 USA
Rev. Nov 2012
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(b) With respect to professional errors or omissions only,
notwithstanding any other provision of this
Agreement, to the maximum extent permitted by law,
the total aggregate Liability of GHD to OWNER
and/or anyone claiming by, through, or under
OWNER, for all Liabilities arising out of, or resulting
from the professional errors or omissions of GHD in
the performance or non-performance of the services
shall be limited to $1,000,000, or the total Fees
actually paid to GHD under this Agreement,
whichever is less.
(c) Neither party to this Agreement shall be liable to the
other for any indirect, special, incidental, punitive or
consequential damages, including but not limited to
loss of profits, arising in connection with the
performance or non-performance of this Agreement.
Intellectual Property
11. All Documents prepared or furnished by GHD are
instruments of service in respect of the Project and GHD
shall retain an ownership and property interest therein
whether or not the Project is completed. Any reuse
without written verification or adaptation by GHD for the
specific purpose intended will be at OWNER's sole risk
and without Liability or legal exposure to GHD, and
OWNER shall indemnify and hold harmless GHD from all
claims, damages, losses and expenses including
attorneys' fees arising out of or resulting therefrom.
Confidentiality, documents and information
12. GHD agrees to keep confidential and not disclose to any
person or entity, other than GHD's employees and
subcontractors, without the prior written consent of
OWNER (which consent shall not be unreasonably
withheld, delayed, or conditioned), all data and
Information not previously known to GHD and marked
"CONFIDENTIAL" by OWNER and provided in the course
of GHD's performance of the services. This provision shall
not apply to data or Information which is in the public
domain or which was acquired by GHD independently
from third parties not under any obligation to OWNER to
keep such data and Information confidential or which
GHD is required to disclose under any law, rule,
regulation, ordinance, code, standard, or court order.
Termination
13. (a) 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. Upon such termination, OWNER
shall pay to GHD all amounts owing to GHD under
the Agreement, for all work performed up to the
effective date of termination, plus reasonable
termination costs.
(b) This Agreement may be terminated for convenience
by OWNER upon thirty days prior written notice to
GHD. In the event of termination for convenience by
OWNER, GHD shall be entitled to receive all
amounts owing to GHD under the Agreement, for all
work performed up to the effective date of termination,
plus reasonable termination costs.
Indemnification
14. To the maximum extent permitted by law, each party shall
indemnify and hold harmless the other party, its appointed
and elected officials, partners, officers, directors,
employees, and agents; from and against any and all
Liabilities arising from the negligent or wrongful acts, errors,
or omissions, or breach of contract, by a party; but only to
the extent of that party’s relative degree of fault.
15. In furtherance of these obligations, and only with respect to
OWNER, GHD waives any immunity it may have or
limitation on the amount or type of damages imposed under
any industrial insurance, worker’s compensation, disability,
employee benefit, or similar laws. GHD ACKNOWLEDGES
THAT THIS WAIVER OF IMMUNITY WAS MUTUALLY
NEGOTIATED.
Dispute Resolution
16. Both parties agree in good faith to attempt to resolve
amicably, without litigation, any dispute arising out of or
relating to this Agreement or the work to be performed
hereunder. In the event that any dispute cannot be resolved
through direct discussions, the parties agree to endeavor to
settle the dispute by mediation. Either party may make a
written demand for mediation, which demand shall specify
the facts of the dispute. The matter shall be submitted to a
mediator mutually selected by the parties. The mediator
shall hear the matter and provide an informal nonbinding
opinion and advice in order to help resolve the dispute. The
mediator’s fee shall be shared equally by the parties. If the
dispute is not resolved through mediation, the matter may
be submitted to the judicial system, in the courts of general
jurisdiction where the Project is located, in which event all
litigation and collection expenses, witness fees, court costs
and attorneys’ fees shall be paid to the prevailing party.
Independent Contractor
17. GHD shall act as an independent consultant and not as an
agent or employee of OWNER, and will be solely
responsible for the control and direct performance of the
services provided by its employees and agents.
Assignment
18. This Agreement may be assigned by either party with the
prior written consent of the other party.
Health and Safety
19. GHD shall only be responsible for the activities of its own
employees and agents on the Project site with respect to
safety.
Compliance with Laws, Permits and Licenses
20. This Agreement shall be governed by the law of the state
where the Project is located. GHD shall perform its Services
in accordance with applicable laws, regulations, ordinances,
permits, licenses, and other rules.
GHD – USA
Services Agreement
Edited QA010 USA
Rev. Nov 2012
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Severability
21. The parties agree that, in the event one or more of the
provisions of this Agreement should be declared void or
illegal, the remaining provisions shall not be affected and
shall continue in full force and effect.
No Third-Party Beneficiaries
22. Nothing in this Agreement shall be construed to create,
impose, or give rise to any duty owed by OWNER or GHD
to any third party. All duties and responsibilities
undertaken under this Agreement shall be for the sole and
exclusive benefit of OWNER and GHD. There are no
intended third-party beneficiaries. Notwithstanding the
foregoing, should a court find a third party to be a
beneficiary of this Agreement, it is the intent of the parties
that the judicially created third-party beneficiary be bound
by and subject to all of the terms and conditions of this
Agreement.
Notification Period
23. Any applicable Statute of Limitation shall be deemed to
commence running on the date which the claimant knew,
or should have known, of the facts giving rise to their
claims, but in no event later than the date of the final
invoice for GHD’s services under this Agreement. To the
maximum extent permitted by law, as a condition
precedent to commencing a judicial proceeding, a party
shall give written notice of their claims, including all
amounts claimed, and the factual basis for their claims, to
the other party within two (2) years of when the claimant
knew, or should have known, of the facts giving rise to
their claims, but in no event later than two (2) years from
the date of GHD’s final invoice for Services under this
Agreement.
Complete Agreement
24. This Agreement represents the entire understanding
between the OWNER and GHD, and supersedes all prior
negotiations, representations, understandings or
agreements, either written or oral. This Agreement may be
amended only by written instrument signed by both the
parties hereto.
25. All notices or other written communications required under
this Agreement shall be given personally upon delivery or
by certified mail, return receipt requested, upon deposit in
a U.S. Mail receptacle to the appropriate parties at the
addresses shown on the signature page.
26. This Agreement applies to all services undertaken by GHD
for OWNER relative to this Project, including any services
undertaken prior to the Effective Date hereof.
Definitions
27. Unless the context otherwise requires, in the Agreement:
“Additional Insured” means that the interests of the client will
be noted on the relevant policy, but does not mean that the client
is an “Insured” under that policy.
“Agreement” means the agreement executed by the parties in
connection with the services, including these terms and exhibits.
“Designated Representative” means specific individuals who
act as Engineer’s and OWNER’s representatives with respect to
the services to be performed or furnished by Engineer and
responsibilities of OWNER under this Agreement. Such an
individual shall have authority to transmit instructions, receive
information, and render decisions relative to the Project on
behalf of the respective party whom the individual represents.
“Document” or “Documents” includes a written or electronic
document.
“Fees” means the amount set out in the agreement details
including disbursements.
“Information” includes documents and information provided
pertinent to the project.
“Liability” or “Liabilities” means any and all liabilities for
actions (whether sounding in tort, contract (express or implied),
warranty (express or implied), statutory liability, strict liability, or
otherwise); claims (including, but not limited to, claims for bodily
injury, death, property damage, (including bodily injury, death, or
property damage to employees) or arising under environmental
laws); and costs or damages of every nature without limitation
(including, but not limited to, reasonable attorneys’ fees and
costs of defense).
“Project” means the project(s) that the services relate to.
“Services” means the services set out in the agreement details
(or otherwise the services GHD undertakes).
“OWNER” means the person(s) set out in the agreement details
(and if more than one person, “OWNER” means each of those
persons severally and all of them jointly).
GHD – USA
Exhibit A
Edited QA010 USA
Rev. Nov 2012
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SCOPE OF SERVICES
1. Task 1 – Assist Owner with the review of wastewater discharge permit application and potential permitting for a
proposed micro-chip manufacturing facility (M/A-COM Technology Solutions Holdings, Inc.). GHD shall assist
the Owner with the items pertaining to the potential permitting of this facility.
• USEPA National Categorical Pretreatment Standards
• Article VIII of Local Law No. 1 (1987), Village of Cayuga Heights
• Industrial user permit application
• Draft/Final permit development
A headworks analysis is not included in the Scope of Services.
2. Task 2 – Assist Owner in evaluating the feasibility of disposal of the liquid bio-solids from the Wastewater
Treatment Plant (WWTP) to the Ithaca WWTP.
Provide a letter feasibility report.
3. Task 3 – Assist the Owner in developing an estimated dollar value for the Village WWTP to be used for
Homeland Security purposes. Cost estimate will be based upon published cost curves for replacement of each of
the existing unit processes.
PERIOD OF SERVICE
1. Task 1 – 30 to 60-day turnaround for industrial discharge permit application and each re-application, if required.
Total duration up to 60 days.
2. Tasks 2 and 3 – 60 days from authorization by Owner.
PAYMENTS TO THE ENGINEER
The above Scope of Services will be completed on an hourly basis not to exceed $7,400.00 (estimated 60 man-
hours of effort).