4.5 4.5
SERVICES\Request for Proposals ACCEPT—Ramboll—Water Supply Plan—10%Contingency—Transfer Unreserved Fund Balance—10-17-2022
RESOLUTION AUTHORIZING ENGAGEMENT OF RAMBOLL
AMERICA'S ENGINEERING SOLUTIONS, INC. FOR MASTER WATER
SUPPLY ANALYSIS OF QUEENSBURY WATER SYSTEM
RESOLUTION NO.: 12022
INTRODUCED BY:
WHO MOVED ITS
SECONDED BY:
WHEREAS, the Town of Queensbury's Water Superintendent requested proposals for
engineering services for preparation of a Master Water Supply Analysis of the Town's Water System
(Services), and
WHEREAS, the Water Superintendent received and reviewed three (3) proposals, with the
lowest, most responsible submitted proposal submitted by Ramboll America's Engineering Solutions,
Inc. (Ramboll) and therefore the Water Superintendent has recommended that the Town Board
authorize engagement of Ramboll for an amount not exceeding $35,800 as delineated in
Ramboll's September 23, 2022 Proposal substantially in the form presented at this meeting, and
WHEREAS, the Water Superintendent has advised that there are times when Change
Orders may become necessary related to such Services and has requested that the Town Board
also authorize him to approve and sign certain Change Orders up to a ten-percent (10%)
contingency for Change Orders that he deems necessary or appropriate,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board hereby authorizes and directs engagement of
Ramboll America's Engineering Solutions, Inc. for professional engineering services concerning
preparation of a Master Water Supply Analysis of the Town's Water System(Services) for an amount
not exceeding $35,800 as delineated in Ramboll's September 23, 2022 Proposal substantially in
the form presented at this meeting, and
BE IT FURTHER,
RESOLVED, that the Town Board hereby authorizes the Town Water Superintendent to
approve and sign Change Orders pertaining to such Services up to a ten-percent (10%)
contingency or in the total amount not exceeding $3,580 that he deems necessary or appropriate,
and
BE IT FURTHER,
RESOLVED, that the Town Board hereby authorizes the Town Budget Officer to take all
actions necessary to amend the Town Budget and effectuate the transfer of$39,380 from the Water
Department's Undesignated, Unassigned Fund Balance Account No.: 040-0000-0909 to
Engineering Services Account No.: 040-8310-4710 to fund such Services, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to
execute the Proposal substantially in the form presented at this meeting and/or any needed
agreements and/or documentation and the Town Supervisor, Water Superintendent, Purchasing Agent
and/or Town Budget Officer to take such other and further actions as may be necessary to effectuate
the terms of this Resolution.
Duly adopted this 17t'day of October, 2022,by the following vote:
AYES
NOES
ABSENT:
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Christopher Harrington, P,E,
Water Superintendent
Town ofQueensbury Water/Wastewater Department
8Z3 Corinth Road
[lueensbury, NY1Z8O4
Re: Master Water Supply Plan
Proposal for Engineering Services
File: 5069/CRMID#101126
Date September zs,zo22
Click or tap here m enter text.
Dear Mr. Harrington: xvmuol
333we, Washington Street
Syracuse,wv1szoz
Rannbo)|Americas Engineering Solutions, Inc. (Rarnbo||) is pleased to provide the USA
Town of Queensbury with this proposal for engineering services In connection
with the Master Water Supply Plan.This proposal has been prepared based on Ts1s^ysa-a1oo
,
the Tovvns Request for Proposal received on August 19, ZUZ2. ottvs:/yram^m/.mm
To facilitate review, our proposal is organized as follows: Ref suos(OPP#10/126)
Cocxnr tap ne�m enter text.
� Project Understanding
° Scope ufServices
° Clarifications and Assumptions
° Schedule
* Fee and Terms
Pnaject Undmrs—taedling
The Town ofQueaosbury supplies dr|nkingwatertoresidantia|,con`rngrcia| and
industrial water customers within the Queensbury Consolidated Water District, as
well as the Kingsbury Water District, Village ofHudson Falls, Fort Edward Water
District No. 1, and Town of Moreau. In I021, water usage can be summarized as
follows:
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rKingsbury=
CWD3 21,200 3.35 7.80
5,000 0.129 0.277
Hudson Falls(V) 7,000
0.790 1.072
Fort Edward WD#1 1,500
Moreau (T)x 5,750 0.759 1.450
Totals 40,500 4.770 10.047
NOfieS"'d' .F'S t'�..4,.._ Ct' +.3' 'r�.,,,.�..�j `'r�'}F'RYY�xt,± txlA i'vs- �'?�} .. 52 '. a•.-a, f r 2F°es`�-x.+*'�f•, l d'k4;:.}J
�)ata obta(riedxfrom res ective*AnnuaLi7nnkln yJater uali Re orts 2021
Ap .-`�'+. ti - W� f c T i.: I .� t'r ..,R}+S'3) '' 5 S t {Sl e �cti'�1. � � xi t"/�.l✓t�{�.'�,y��pf ()
z�Nlaer�usagenoftoin of�Moreau inclutles water s�uplletl byTSaratoga County wa�ter Aufi€iorlt4 �1�j y �i,
.�-3Watcr_��usa''e:,foc .�teensbu>�GW,D:est�rraated�based�on�assuia7,ed�voltime:su 'iled,ta;Ntareau,.w�;,U.�.�-� �,:�.�.>._n'
During the past decade,total peak day usage has been approximately 11 MGD.
The Town's water treatment plant on the Hudson River has a permitted withdrawal and rated capacity of
15 million gallons per day (MGD).The WTP was expanded in 1996 to its current capacity and was
designed to treat water withdrawn from the Hudson River using conventional flocculation, sedimentation
and Filtration.The WTP utilizes aluminum sulfate as the primary coagulant,soda ash for pH and
alkalinity, and free chlorine (using sodium hypochlorite) for primary and secondary disinfection.
Residuals are managed using on-site backwash waste lagoons and freeze-dry beds, before ultimate
disposal at a local landfill.
The Town is currently planning to extend distribution north to the Jenkinsville Road area and vicinity.
This extension is anticipated to increase peak day water usage by approximately 1.5 MGD, which would
result in a total peak day production need of approximately 12.5 MGD.
This increase in demands is pushing water production needs closer to the supply and treatment system
capacity of 15 MGD. To stay ahead of this the Town wishes to prepare a Water Supply Master Plan that
can be used as a blueprint to reliably meet these increased demands.
Based on this understanding and Ramboll's familiarity with the Queensbury water supply system,the
following presents our view of the key issues associated with this project, along with our initial thinking
and approach.
• Ensure reliable purnping capacity— Pumping — both raw water and finished water— is a crit€cal
component of a reliable water supply. To meet water supply needs, pumps must be appropriately
selected and designed to accommodate occasional downtime for preventative maintenance and
unplanned equipment failure. We will evaluate the capacity and condition of existing pumping
equipment— based on current and projected pressure requirements—to determine if firm pumping
capacity (i.e., with one unit off-line) is consistent with a supply capacity of 15 MGD, or if pump
modifications, replacement or additional pump(s) are appropriate. it is possible that expansion of
the Town's service area has effectively reduced the capacity of the finished water/high service
pumps. /
• Verify treatment capability—The plant was designed using conservative criteria to operate
reliably at the rated capacity of 15 MGD. We are not aware of any developments that would limit
this capacity. However, to verify treatment capability, we will perform a desktop evaluation of each
unit process, as well as conduct an in-depth field evaluation of current equipment condition.
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Equipment in need.of repair or replacement will be identified, as well as potential process or J
hydraulic bottlenecks. Following these initial steps, we will prepare a test protocol for WTP
operations staff to use to demonstrate and validate treatment performance at design capacity.
• Contingency planning for emergencies- in the unlikely event of a major emergency or upset of
the Queensbury WTP, it is prudent to have a well-developed contingency plan at the ready. With the
Town's proximity to the City of Glens Falls and Saratoga County Water Authority(SCWA)
distribution systems, the technical and administrative feasibility of a distribution system emergency
interconnection or interconnections should be evaluated. Pumping is likely to be needed in certain
cases and conditions, whether by means of permanently installed equipment or portable units. Such
interconnections would have benefits to these other entities as well, and it would seem appropriate
that costs could be shared. Ramboll recently worked with the City of Albany and Town of Colonie
(Latham Water District) to plan, design and construct a bi-directional emergency interconnection
between these two utilities. We will leverage this experience to benefit the Town of Queensbury.
• Preparing for the future -The Town Water Distribution Garage is located on Water Department
property adjacent to the WTP.The facility is nearly 50 years old and has limited capacity to
accommodate expansion. This master plan will consider plans to upgrade and/or expand the
Distribution Garage into a combined Water/Wastewater Collection and Distribution Center. This ✓✓✓
planning will include provisions for electric vehicle (EV) charging stations, as the transition from gas-
and diesel-fueled vehicles to EV's is expected to accelerate rapidly during the coming decade and
beyond.
These issues will be a primary focus of Ramboll's approach and will be discussed with the Town in detail
at the initial project kick-off meeting.
Scope of Services
Based on the above understanding, Ramboll proposes to provide the following scope of services:.
Task 1 -- Project Initiation,Data Collection and Review
Ramboll will conduct an initial kick-off meeting with the Town to facilitate an in-depth discussion
regarding this project. During this meeting the information requested below will be collected, and
project schedule and deliverables will also be reviewed. We assume that this meeting will be conducted
at the Town's Water Treatment Plant. Ramboll will provide a written summary within one week of the
meeting.
We request that the Town provide the following data and information to the extent available, for use in
conducting the evaluation: -
• Previous CAE report(by NYSDOH, circa 1996)
• Monthly operating data for the most recent 24-month period, including daily water production; raw, A//
settled, filter effluent and finished water turbidity; chemical use
• Map of water distribution system (GIS or pdf) J
• Results from distribution system hydraulic modeling indicating finished water/high service pump
head required over the full range of WTP production rates (say 3 - 15 MGD) and distribution system
conditions (i.e., tank levels, etc.)
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• Tabulation of existing water storage facilities, including volume, pressure zone, overflow elevation C
and ground elevation
• List of Water/Wastewater Department vehicles and heavy equipment, including manufacturer, year,
overall dimensions (length, width, height) and fuel type /
• Water Department organization chart and list of employees, including management, administrative, J
engineering, operations and maintenance personnel
• Water Department current capital Improvement plan
• Water Department current operating budget
• Shop drawings, performance curves and motor data for existing raw water and finished water/high ✓
service pumps /
• Asset management system records indicating significant maintenance performed on WTP
process/pumping equipment, if available
• Other information the Town believes would be useful to support planning and evaluation
We request that, where appropriate, data be provided in MS Excel or compatible format to facilitate
analysis.
Task 2 -- Capacity Evaluation
Ramboll will review the information collected in Task 1 and documentation available based on previous
Ramboll (O'Brien &Gere) experience at the Queensbury WTP. Recent operating data will be tabulated
and charted to illustrate performance and trends (i.e., production rates, filter performance, chemical
dosages, etc.).
The evaluation will address age, condition, capacity, and reliability of the following WTP systems:
• Intake and raw water pumping f
• Mixing, flocculation, settling and Filtration
• Filter backwashing ✓
• Finished water/high service pumping
• Chemical storage and feed systems (i.e., aluminum sulfate, soda ash, sodium hypochlorite)
• Residuals handing (i.e., lagoons, freeze-dry beds)
• Standby power %/ /
• Evaluation of existing Distribution Garage and potential upgrade to a combined Water/Wastewater ✓
Collection and Distribution Center, including provisions for EV charging
We will perform a desktop evaluation of each unit process, as well as a field evaluation of current
equipment condition. Equipment in need of repair or replacement will be identified, as well as potential
process or hydraulic bottlenecks. Existing pumping capacity will be assessed based on review of existing
performance curves, limited field testing, and distribution system hydraulic model results provided by
others. Following these initial steps, we will prepare a test protocol for WTP operations staff to use to/
demonstrate and validate treatment performance at design capacity and/or design loading rates. �
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Task 3 —System Interconnection Evaluation
Ramboll will evaluate potential interconnections with the City of Glens Falls and SCWA, for use in
emergencies. Optimum locations will be identified to maximize hydraulic benefit to all parties, based on
discussions with Town, City and SCWA management and engineering personnel. Differences in hydraulic
gradient will be assessed and conceptual schematics will be prepared. This will include identifying
required equipment(pumps or valves)to allow bi-directional flow at these interconnections.
Ramboll has experience In evaluation of interconnections between municipalities, particularly ones at
varying hydraulic gradients. A recent example is a study and design of multiple interconnections
between the Town of Colonie and City of Albany water distribution systems. There is a difference In
hydraulic gradient of up to approximately 150 feet between the two systems at these locations. The
design.forthat p"roj owed for bi-directional flow through the use of control valves and portable,
trailer-mounted pumps
filed ' modeling will likely be required by all parties (Town, City, SCWA) to confirm
interconnection supply capacity under various conditions. For purposes of this proposal, we assume that
such modeling will be performed by others, although we welcome the opportunity to perform this
analysis as an additional service.
Task 4 —Staffing Evaluation
Ramboll will evaluate staffing needs for the Town Water Department, based on the current system and
facilities, as well as potential expansion.This evaluation will utilize the following:
• Data/information collected during the kickoff meeting and discussions with Water Department
personnel
• We will canvas other similar sized New York State municipal water systems to provide comparison of�
staffing levels and reference to typical parameters (i.e., MGD,treatment technologies, age of
system/facilities,miles of distribution piping, etc.)
• Ramboll has a partnership with US Water, a nationally recognized water/wastewater operations J,
company; we will leverage this partnership to obtain their input on staffing requirements
Task 5 -- Report
Ramboll will document the evaluations performed in a formal engineering report. The report will be
submitted to the Town as a draft in electronic(i.e., .pdf) format before being finalized.
The final report will incorporate comments received from Town staff. The final report will be submitted
in electronic format, and approximately six paper copies.
The report will be appropriate for submittal to th NYSD , it will encompass the above tasks and will
include planning level cost estimates for recommen�provements. The report will include schematic
and site plan drawings as required to illustrate recommendations.
Task 6 — Meetings f lj
In addition to the initial kick-off meeting, we plan to conduct two (2) review meetings.The first meeting
will be conducted to review Ramboll's preliminary findings, after field assessment and primary
evaluations have been performed and prior to preparing the draft report. The second meeting will be
conducted after submittal of the draft report, to review Town comments. Both meetings will be
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conducted either virtually(i.e., MS Teams) or at epanding on the `-
Town's preference.
'C0arlificationmamd Assumptions —^�-------
Our proposal reflects the following clarifications and assumptions:
1. We understand that the Town is currently engaged with another consultant to evaluate distribution
' system impacts and improvements needed to extend san/ice.tn the]enkinsvi||e Road area. We
assume that any distribution system modeling needed to support the capacity evaluation (i.e.,
finished water/high service pumpheaddetermination, etc.) and evaluation of potential
interconnections to the City of Glens Falls and/or SCYYA distribution systems will be performed by
theTown's modeling consultant. b || is willing and capable of performing this
hydraulic modeling asan additional service.
2. Under Task 2, limited pump testing will bep��*n�edtn assess current raw water and finished
water/high service pumping capacity, using existing pressure gauges and flow meters. We assume
that these devices are in place, operational, and have been recently calibrated. Alternatively,
Rambo|( can provide and install calibrated pressure gauges tofacilitate pump testing as an
additional service. v1
3. Detailed evaluation rumentation and controls systems ia not included.
4. Design services are nwt���zj|nthisscope of services.
We welcome the opportunity to discuss any of these clarifications and assumptions with the Town.
Schedule
Rannbu|| will begin work upon acceptance of this proposal. We anticipate completing the scope of
services in accordance with the hu||nw|ng schedule, which includes target dates for important milestones
and deliverables.
Submit proposal Sep 23, 2022
Receive authorization to proceed Oct 14, 2022
Conduct kick-off meeting, receive requested data/information Oct 21, 2022
Conduct field assessment of water treatment plant process units Nov 4. 2022
Conduct meeting with Town - review preliminary findings Dec 9, 2022
Submit draft report Jan 6, 2023
Conduct review meeting with Town Jan 13, 2023
Submit final report Jan 27, 2023
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I**"°""u"ry-Ts000wn\mzz2om""te.Water Supply"u*,=p=^p"mu"u Proposal w"eem:"no.d"cx
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Fee and Terms
RannbnU will perform the services described in this proposal for lump sum fee
will be performed in accordance with the attached Kannbo||Standard Service Termo�an�'{�nu|uuno.
Invoices will be prepared monthly, based on percent of services completed.
If this proposal is acceptable, please countersign and return a copy of the proposal to signify acceptance
and serve as authorization for Rambo|| boproceed.
We appreciate the opportunity to provide services to the Town of Queensbury. Should you have
questions or concerns regarding this proposal, please do not hesitate to contact me.
Yours sincerely, Proposal accepted,
RAMBxxLL ApxsRZCAS ENGINEERING TOWN «»9QUEE0SmURY
SOLUT,IONS,INC.
Cory/ ttns'on, ps By: Date
DRINKING WATER PRACTICE LEAD Tide:
o 3/5'e56-6100/
w *07-353-0818
Attachments
° RonTbo(| Standard Service Terms and Conditions
cc: Mr. Richard E. GeU, Kannbo||
Mr. Brian G. Edwards, Ramboll
nr
1126.M=tern*tusuppiyn=pro,osmvm=^oup=posalm"ee"sbu°**=
RAMBOLL AMERICAS ENGINEERING SOLUTIONS,INC.
STANDARD SERVICE TERMS AND CONDITIONS
1. Definitions. As and when used in this Agreement, S. Status. Except as otherwise provided in this
each of the following terms shall have the meaning set Agreement,RAMBOLL shall perform the Services as an
forth below: independent contractor and shall have sole control over
a) Agreement shall mean this Proposal,including the the employment,assignment,discharge and
following: Letters of Authorization or the job specific compensation of its employees. RAMBOLL shall be
terms on the face of any Purchase or Change Order solely responsible for complying with all applicable,
and the other Exhibits incorporated in this Proposal. federal,state and local employment,-wage,tax,and
insurance laws and licensing requirements.
b) Law shall mean federal,state,and local statutes,
laws,ordinances,rules,regulations,and codes 6. Standard of Care. RAMBOLL agrees to correct or re-
laws,ordinances,
able a Services. perform,without additional cost to Client,any Service
applinot performed in
c) Losses shall mean monetary damages suffered or accordance with the professional
costs and expenses incurred,including interest and standard of care prevailing at the time and in the place
where such Service is performed. Client acknowledges
reasonable attomey's fees,as a result of any
that scientific,medical,and health and safety
demand made,cause of action asserted,judgment
knowledge and expertise is always evolving,and that
or decree entered,or any fine or penalty imposed,or
any settlement payment consented to by both RAMBOLUs work,conclusions and opinions cannot fully
parties in connection with this Agreement. anticipatee or take into account changes in knowledge or
expertise that develop after the Services are performed.
d) RAMSOLL shall mean the Ramboll company issuing The services and all deliverables are rendered based on
the Proposal, Ramboll Americas Engineering the specific circumstances and conditions described in
Solutions,Inc., unless otherwise stated in the RAMBOLUs Proposal and are intended for use by the
Proposal. Client only in connection with the purpose set forth in
e) Project shall mean the overall work to be the Proposal.RAMBOLL disclaims all warranties relating
performed,including Services to be performed by to any other use and Client shall indemnify,defend and
RAMBOLL or others on behalf of Client at or in hold harmless RAMBOLL against any and all losses
connection with project site(s). relating to such other use.
f} Reimbursable Expenses shall mean the expenses 7, Third Parties.The Services including,without
reasonably incurred by RAMBOLL,its agents and limitation,related communications and
subcontractors in performing Services,including, but deliverables/work product,and the contents of such
not limited to,materials,supplies,use of specialized communications and deliverables/work product,are
equipment,travel and subsistence costs,including solely for Client's benefit and may not be relied upon by
mileage,cellular and non-local telephone and other or disclosed to any third party without RAMBOLL's
communication charges,express delivery,postage express written consent. In addition, Client shall not
and freight charges,word processing,computer attribute any statement to RAMBOLL without RAMBOLUs
processing and-reproduction and printing charges express written consent.RAMBOLL shall be entitled to
required in providing Services,and technical services injunctive relief preventing/prohibiting any disclosure or
by others,plus permit fees,taxes,charges and attribution prohibited hereunder,and Client shall
assessments on Services(unless specifically included release, indemnify,defend and hold harmless the
in the Scope of Services). RAMBOLL from any and all losses arising from or related
g) Services shall mean the professional,technical and to such unauthorized disclosure or attribution.
other consulting services,work or tasks to be g, Insurance. Throughout the term of this Agreement,
performed by RAMBOLL and its subcontractors as RAMBOLL shall maintain Insurance in amounts not less
described in the Proposal. than shown:
Z. Changes in Scope. Client shall have the right within } = Statutory amount
the general purpose and intent of the Project to change, rCompeRsat>ort�` where Services are
add or delete items from Services in writing and subject performed
only to the agreement of RAMBOLL with respect to the -a�Automobile ;f: $1,000 000
effect on cost and schedule. c—eral CiaEidetYr $1 000 000
3. Payment. Payment of RAMBOLUs monthly invoice shall _ professiot►aE i $1,000,000
be due upon receipt. Balances more than thirty(30) Lza6�Iit` =�
days past due shall accrue interest at the rate of 1%per e; Exce"ss UcnSrella '`p` $3 000 000 on "b"&
month or part thereof until paid.
Client agrees to require all third parties engaged by or
4. Term. Unless otherwise provided in this Agreement, through Client in connection with the Project to provide
the Term hereof shall be from the date this Agreement RAMBOLL with current Certificates of Insurance
is signed by both Client and RAMBOLL until the endorsed to include RAMBOLL as an additional insured
obligations imposed hereunder are fully satisfied or this on their"b," Y'and"e"policies of insurance and
Agreement is otherwise terminated. All Services shall authorizes RAMBOLL to enforce this provision directly
be deemed to have been performed during the Term with all Project related third-parties.
hereof.
REV: 3/2022.1 PAGE 1
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y. Compliance with Law. mAMsou'shall comply with all u) damage uv underground utilities o,structures not
Law applicable 0o Services,including federal and state accurately located on plans, maps orfigures
Equal Opportunity Laws,orders and regulations, and furnished tonAMoOLL.
further, RAMBOLL shall not discriminate against any 14. Change inLavv. Client shall bear the cost o[any
emp|uyeeorappUcantforemp|oymemtonthebas|sof material change|nor addition to Services resulting from
race,color, religion,sex,sexual orientation,gender a change in Law or interpretation effective after the date
identity,national origin, age,physical and mental or this Agreement.
disability, or veteran status.
zs. Fnrcen|sjevne. mAMaoL� and its affiliates,shall not
zo.Cmnfiaentiazity. sxceptwnon1)autho,{zeduvc|ient be liable in any way because of any delay o,failure in
in writing,2) previously and independently known,3) performance due tn circumstances or causes beyond Its
subsequently published through nu fault ofRAMeOLLor control,which shall be deemed to Include without
4) lawfully obtained from a third party having limitation strike,lockout,embargo,epidemic,pandemic,
independent knowledge, RAwaoLL shall treat as n,other outbreak or disease,quarantine restrictions,
confidential all information obtained from Client. not, war,act of terrorism,cyuerauacu,flood,fire,act
RAMeoLL shall provide Client with reasonable notice of of God,act or the federal or state government,accident,
and wn opportunity to legally resist any effort byathird failure nr breakdown p[components necessary to order
party oo obtain disclosure o[confidential infor
mation. completion,Client,subcontractor nr supplier delay ur
KxM8OLL shall he permitted uo comply with any judicial non-performance,
order. Client/oonnmaunpnna,xoucon�deoua/shall ue labor,' �materials, protective gear,other supplies o,
returned to Client at tnecnoc/us/onorsmrvices' manufacturing facilities,compliance with any Law,nr
zz. Patents. Patentable ideas,products,equipment, circumstances or conditions which io the discretion of
materials or processes("Ideos") developed,/n whole or nxMBOLL may pose a material risk op the health or
in part,with proprietary Information nr assistance pf safety of the employees o[KxMB0LL, its affi||atesor
Client shall be the property n[Client; provided, subcontractors. zn any such event, nxM8OLL shall give
however,that RxmooLL shall have an unlimited, royalty prompt notice oo Client nr the event or circumstance and
nre, nonexc/us/ve, nontn,nsfesu|e(other than tuits nxMooLL will ue entitled toan equitable adjustment/n
svccesxnm), world-wide license for their use, the time for performance o[the Services and»o
reproduction, manufacture and sale.Ideas developed by equitable compensation from Client for the time
RAMeoLL during oras part nf Its performance of the expended and expenses incurred byRxMBOLLwith
Services which do not depend onproprietary respect to the Project.
information vr assistance provided ur Client shall uethe 1o. Other Use of Results. Client acknowledges that
prnne�rornaMeoLL; nvuvmeu' no*e"e�thatcoent deliverable documents,drawings and data inwhatever
shall have an unlimited, ,ova|�vrnee nonexclusive,' ' form (^oocumen/s7 produced directly n,indirectly
nontransferable license for their use hy and for Client. through the efforts orm«MBOLLin performing Services
12. Client Responsibilities. Client shall onacontinuing and any analyses,recommendations,orconclusions
basis throughout the term of this Agreement: ("Resu|ts")they contain are based upon the specific
c/,cums�anc�sanuconu|uonsof��epro1ec�anuae
a) ,na/ntaino designated ,epmsentauve,who shall be
reasonably available to meet with m*meoLLon intended solely for use bv Client in connection with the
Client's behalf; Project.
b> prqvideR«M8oLL with all relevant Project related Any change or other than agreed upon use ur
data available to Client,and unless otherwise Documents or Results shall beat the sole risk o[Client.
provided in the Scope of Services,Client shall Regardless of when delivered, Documents and Results
provide n^maou'with accurate,current land shall become the property of Client upon pAMo0Lus
surveys showing the location or on-site utilities and receipt ofpayment. Client agrees»m defend,indemnify
subsurface structures,test boring logs and other and hold harmless nAmaoLL from and against any and
subsurface Information necessary for performance or all Losses arising from Client's direct nr indirect use of
Services; Documents or Results,other than in connection with
c) provide all negotiation for,and acquisition of, lands, project^
rinots-opwav and easements required for 17. Suspension mfServices.
performance o;Services; a} Client shall have the right tn suspend all o,part of
d) arrange for access,entry and
' veofpno»envuf the Services, provided,Client gives nAMonLLat
Client(including utilities thereon))and others,asand least seven (7)days'notice of the dates each
when reasonably required byRAMB0LLfor suspension isto begin and end. In the event Client
performance o[Services. suspends Services for period(v)totaling more than
zs. Additional Cost e,Delay. n»MmnLL shall not ua ninety(9o)days, Client agrees to pay reasonable
responsible n,liable for delay o,additional Project cost costs incurred uvR^maoLL/n (1) preserving and
resulting from: documenting Services performed o,in progress,and
(ii> gemo�ixzmuandnemohi|irinoserv/ces.
s) the lack qripsoOiden of performance any d t0 Inth�even�0ent�oesnotmuke�me|ypaym�ntof
pecmnorenbtynotse|e�edby,enga8edbY'an the invoiced amounts aupm e provided herein,responsible to Rxmaou~ shall in addition to its other rights, have the right,
u) changes,delays or additional Services not upon seven (7)days'notice, uo suspend performance
necessitated xv the acts u,omissions urnxmauu~ ur all nr part or the Services until (I) all past due
c> unreasonable or repeated delay m response to amounts are paid,and (i)satisfactory assurance of
requests,applications or reviews by Client orthird prompt future payment|sreceived.
parties.
ncv. ,/zvo 1 PAGE
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18. Indemnification. za Sevoram;ity. If any provision m this Agreement is
a) Subject tq paragraph 2Umf these StaqdarySen/ice determined or declared by a court of competent
Terms&Conditions,RAMBOLL agrees todefend, jurisdiction uoue invalid or otherwise unenforceable,all
indemnify and hold harmless Client,its directors, remaining provisions n[this Agreement shall he
uff|cas' employees,agents,successors,and ass/gm unaffected and shall be interpreted soasto give the
from Losses un the extent and in the proportion fullest practicable effect oo the original intent nrthe
caused by the willful misconduct ur negligent acts, parties'
errors or omissions ofnAHBOLL, its directors, 27. Waiver. Unless otherwise agreed/n writing,neither
officers, employees,and its agents,subcontractors, party's waiver o[the other's breach of any term nr
successors and assigns. condition contained io this Agreement shall be deemed a
b} Tv the extent and in the proportion not caused bv waiver»r any subsequent breach nr the same n,any
the willful misconduct ornegligent acts,errors ur other term ur condition uy this Agreement.
omissions pfuAM8OLL,its directors,officers, 28. Integration. This Agreement shall constitute the entire
employees or Its agents,subcontractors,successors agreement between the parties.There are nu
and assigns, Client agrees uo defend,indemnify and representations o,other oo,een,enos,oral o,w,i�en,
hu/usa/dperyonnoa,m|eos�om �saesaris|nyin between the pa�iesother than �sset forth|nthis
connection with Project. Agreement.
19. Limitation of Damages. The parties waive any right
they may have et law or|n equity tn demand orreceive
con�equenua/orpvnimveuamuoes�
zu� Liability. The maximum|�un �
/�vor��moo� ms
directors,officers,employees and Its agents, .
subcontractors,successors and assigns toClient
pursuant tu this Agreement,including paragraphs 6
and/or zaaof these Standard Service n,nno&
Conditions,shall ue limited»uFive(s)times the
Agreement amount, but in no event more than
$1,000,000.
21. Mediation of Disputes. The parties agree to make a
good faith effort»o resolve any controversy,dispute pr
claim arising out of,ur related to,this Agreement
(''oiapu»e'') uv the use or alternative dispute resolution
procedures provided herein,prior to,and asacondition
of,commencing any action or proceeding at law orin
equity. Specifically,each party agrees uo provide the
other prompt written notice nr the specific subject(s)
and/or circumstanoa(s) inoisput�. If the Dispute innot
resolved to the mutual satisfaction or the parties within
ten (10)days of receiving notice,either party may
request mediation. Mediation shall be1)byaqualified,
experienced mediator agreeable tv both parties os
supplied by the American Arbitration Association,
snuispu»e, Inc., or other mutually agreeable source,a)
at the earliest available date nf the mediator,and 3)|n
the major city closest tu the Project site where
nAmanLL'y Services are performed orasotherwise
agreed bv the parties. The cost or mediation services
shall un shared equally uv the parties.
2Z. Termination. Either party shall have the right tn
terminate this Agreement without cause upon thirty
(3O)days' notice. .
az. |mpdvficat/mo. This Agreement shall not be modified or
replaced, in whole o,in part,except uywritten
amendment signed by both parties.
]4. Notice. All notices shall be given to the other party|n
writing bv hand delivery,bv express service providing
proof ordelivery, by facsimile transmission and/or by
registered mail, postage paid,return receipt requested,
at the address appearing on the first page nfthis
Agreement or such other address as the parties shall
from time to time give notice.
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zs. Interpretation. This Agreement shall be interpreted
and enforced in accordance with the Laws or the State
of New York except for its choice of law rules.
xEv. 3/2022 1 PAGE