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GM-15-06-29-055 CH2M HILL dam7 12301 Reseamh Blvd,Sulle 250 Aush,TX 78759 Tel 512.453.1980 June 10,2015 Tom Gallier. General Manager Brushy Creek Regional Utility Authority 221 E.Main Street Round Rock,TX 78664 Subject: Standard Agreement for Professional Services—Brushy Creek Regional Utility Authority(BCRUA)SCADA Start up Support Dear Mr.Gather: CH2M HILL Engineers,Inc.(CH2M)appreciates the opportunity to provide services to support the efforts of the Brushy Creek Regional Utility Authority(BCRUA)to start up the control system for the new barge pumps. We understand your current situation to be generally as follows: • BCRUA will hire a Contractor to check out all of the field signals that were Installed with the barge pump project. • CH2M's SCADA team will provide support at the local control panels and the Plant's SCADA system to start up the pumps. • The Contractor,BCRUA and CH2M will have to work together to field verify all of the field signals,communications and the PLC programs to ensure full functionality of the barge pumps. Within the scope attached,we offer our support in responding to this request from BCRUA. Please note that our scope within this Initial phase of work will include the following services on a lump sum basis: • Attend a pre-construction coordination meeting • Perform loop tests at the PLCs with the Contractors • Perform testing from the Plant SCADA system • Project Management The task of Post Commissioning Support will be provided on a Time and Material basis,without exceeding a total 32 hours of support and 4 hours of project management. We propose to provide services with the total fee not to exceed$24,269. The attached Scope of Work(Attachment A)provides details on the scope and associated compensation. CH2M recommends using our Standard Agreement for Professional Services which is also enclosed for your review. Please do not hesitate to contact Dhumal Aturaliye with questions at 512-249-3310. Sincerely, CH2M HILL Engineers,Inc. ► ,� � r , '" Jamas Dwyer Joe Jenkins,PE Dhumal Aturaliye,PE Area Manager Client Service Manager Project Manager Attachments: A—Scope of Work Form 398 Standard Agreement for Professional Services -jsb� -aA-loss Attachment A: Scope of Services Brushy Creek Regional Utility Authority (BCRUA) Water System Project Raw Water Intake and Transmission Line I&C and SCADA Start up Services Purpose CH2M HILL Engineers,Inc.(CH2M)will supply I&C and SCADA support services for the startup phase of the BCRUA Regional Water System Project-Raw Water Intake and Transmission Line systems;supply the necessary project management for the pertaining SCADA tasks,attend the pre-construction meeting,participate in the PLC loop tests for pumps and pertinent field instruments,provide PLC and SCADA support and provide post commissioning support. CH2M provided the initial PLC programming for the PLCs at the flow meter station,the barge pump station and the data concentrator.The programming of the Plant's SCADA system was initially configured by another entity.The Barge Pumps have not been operated for over a year and BCRUA has requested that CH2M staff provide assistance when the Barge Pumps are re-wired and integrated back into the water transmission line. The purpose of the work described herein is to assist BCRUA with coordinated and integrated facilities operation and provide a consistent basis for the control and operation of the BCRUA Regional Water System Project to allow continued successful delivery of treated water to BCRUA's retail customers. Project Tasks Task 1.Pre-Construction Coordination Meeting Proposed Scope.CH2M will meet with the representatives of the construction firm and the client for one pre-coordination meeting to discuss and establish the plan for the loop testing and commissioning activities. This task includes: • Meet with BCRUA and Contractor's firm for one meeting to confirm and finalize loop testing and commissioning plans. Task 2.Perform Loop tests at the PLCs with the Contractors Proposed Scope.CH2M will work with the Contractor to perform loop tests for all of the IO points at the flow meter PLC and the Barge Pumps.It is assumed that all of the loop tests will be conducted over the course of three days. This task includes: • Checking all of the analog input signals over at 0%,25%,50%,75%and 100%of each range at the relevant field PLC(flow meter or Barge Pump)and the Data Concentrator PLC. BCRUA STARTUP-015_SOW_REVS_061015_GSAGE.MRW_QAS.QOCX PAGE 10F 3 • Checking all of the digital input signals from the field to the field PLC and the Data Concentrator PLC. • Check all of the digital output signals from the data concentrator and field PLCs to the field devices. • Check the functionality of the PLC program in response to the field IO signals. Task 3.Perform testing from the Plant SCADA System Proposed Scope.CH2M will test all of the IO signals and appropriate controls from the plant SCADA system.It is assumed that these tests will occur over a period of two days. This task includes: • Reviewing the SCADA system program prior to the loop tests. • Testing the 10 points from the SCADA system. Task 4.Post Commissioning Support Proposed Scope:CH2M will provide post start-up and commissioning support for the items and programs that were installed and tested under by previous Raw Water Intake and Transmission Line project. Support will be provided on a Time and Material basis for up to 32 hours with 4 hours project management. This task includes: • Provide field and phone support for post commissioning items that are related to the barge pumps and transmission line flow meter. Task 5.Project Management Proposed Scope.CH2M will provide Project Management,invoicing and quality control services for the tasks Iisted above.It is assumed that this scope of work will be completed within a two months of receiving NTP. This task includes: • Attending one meeting • Providing invoices for the work performed. • Project Management Assumptions 1. The scope of services described above and the associated budget assume that CH2M is not responsible for closing any gaps in programming or other activities related to the plant control systems which may be found to exist. It is assumed that the resolution of such gaps will be appropriately managed through a discussion and negotiation process between BCRUA and the responsible party. SCRUA_STARTUP_2015_SOW_REVS-06S015_GSAGE_MRW_DAS DOCX PAGE 2 O 3 2. There will be no change in the fee requirement for this work item as long as the fees estimated for each original task can be interchanged and utilized,as needed,for the actual tasks. 3. This scope of work and fee will not be utilized to enhance or add functionality to the existing PLC programs or SCADA system. 4. BCRUA will provide the latest PLC programs from the three PLCs(Flow Meter,Barge Pump and Data Concentrator) to CH2M prior to the pre-construction meeting. 5. BCRUA will provide CH2M staff proper access to the SCADA system prior to the testing period. 6. The communication links between the PLCs and the plant will be tested and functional before any of the loop tests are performed. 7. All of the necessary field wiring will be completed prior to the loop tests being started. 8. All pumps have been verified for proper rotation. Schedule It is assumed that the services listed in this scope will be provided over the course of two months.A more detailed schedule will be developed with the Contractor and BCRUA after NTP has been issued. Compensation Invoices will be provided on a monthly basis.The services listed Tasks 1,2,3&5 in this scope of work will be provided on a lump sum basis.The total of the lump sum fees will be $18,045.60.The services in Task 4 will be provided on a Time and Materials basis with a not to exceed fee of$6,222.92. The total fee will be$24,268.52. The breakdown for the fee is as follows: For Tasks 1,2,3&5: Task No. Description Fee 1 Pre-Construction Coordination Meeting $1,085.04 2 Perform Loop tests at the PLCs with the Contractors $9,809.44 3 Perform testing from the Plant SCADA System $5,154.72 5 Project Management $1,996.40 Task 4(Post Commissioning Support)-Hourly Breakdown with Hourly Rates: Task No. Josue Escobar Jose Guzman Joe Jenkins $179.88 $156.01 $212.17 4 16 16 4 BCRUA STARIUP_Z015_SOW-REVS-061015_GSAGE.MRW_DA5.DOCX PAGE 3 OF 3 CH2MHILL STANDARD AGREEMENT FOR PROFESSIONAL SERVICES low This AGREEMENT is between CH2M HILL Engineers,Inc.,("ENGINEER"),and Brushy Creek Regional Utility Authority ("OWNER") for a PROJECT generally described as:SCADA support for the startup for the Barge Pump control system. ARTICLE 1.SCOPE OF SERVICES re-perform any services not meeting this standard ENGINEER will perform the Scope of Services set forth without additional compensation. in Attachment A. 4.2 Subsurface Investigations ARTICLE 2.COMPENSATION In soils,foundation,groundwater,and other subsurface OWNER will compensate ENGINEER as set forth in investigations,the actual characteristics may vary Attachment A. Work performed under this significantly between successive test points and sample AGREEMENT may be performed using labor from intervals and at locations other than where affiliated companies of ENGINEER. Such labor will be observations,exploration,and investigations have been billed to OWNER under the same billing terms made.Because of the inherent uncertainties in applicable to ENGINEER's employees. subsurface evaluations,changed or unanticipated ARTICLE 3.TERMS OF PAYMENT underground conditions may occur that could affect total PROJECT cost and/or execution.These conditions and OWNER will pay ENGINEER as follows: cost/executlon effects are not the responsibility of 3.1 Invoices and Time of Payment ENGINEER. ENGINEER will issue monthly Invoices pursuant to 4.3 ENGINEER's Personnel at Construction Site Attachment A.Invoices are due and payable within 30 4.3.1 The presence or duties of ENGINEER's days of receipt. personnel at a construction site,whether as onsite 3.2 Interest representatives or otherwise,do not make ENGINEER 3.2.1 OWNER will be charged Interest at the rate of or ENGINEER's personnel in any way responsible for 1-1/2%per month,or that permitted by law if lesser,on those duties that belong to OWNER and/or the all past-due amounts starting 30 days after receipt of construction contractors or other entities,and do not invoice.Payments will first be credited to interest and relieve the construction contractors or any other entity of then to principal. their obligations,duties,and responsibilities,including, 3.2.2 In the event of a disputed billing,only the but not limited to,all construction methods,means, disputed portion will be withheld from payment,and techniques,sequences,and procedures necessary for OWNER shall pay the undisputed portion.OWNER will coordinating and completing all portions of the exercise reasonableness in disputing any bill or portion construction work in accordance with the construction thereof.No Interest will accrue on any disputed portion Contract Documents and any health or safety of the billing until mutually resolved. precautions required by such construction work. 3.2.3 If OWNER fails to make payment in full within 4.3.2 ENGINEER and ENGINEER's personnel have 30 days of the date due for any undisputed billing, no authority to exercise any control over any ENGINEER may,after giving 7 days'written notice to construction contractor or other entity or their OWNER,suspend services under this AGREEMENT employees in connection with their work or any health or until paid In full,including interest.In the event of safety precautions and have no duty for inspecting, suspension of services,ENGINEER will have no liability noting,observing,correcting,or reporting on health or to OWNER for delays or damages caused by OWNER safety deficiencies of the constructlon contractor(s)or because of such suspension. other entity or any other persons at the site except ENGINEER's own personnel. ARTICLE 4.OBUGATIONS OF ENGINEER 4.3.3 The presence of ENGINEER's personnel at a 4.1 Standard of Care construction site is for the purpose of providing to The standard of care applicable to ENGINEER's OWNER a greater degree of confidence that the Services will be the degree of skill and diligence completed construction work will conform generally to nominally employed by professional engineers or the construction documents and that the integrity of the consultants performing the same or similar Services at design concept as reflected In the construction the time said services are performed.ENGINEER will documents has been implemented and preserved by the construction contractor(s).ENGINEER neither FORM ass aFvrst:o 11W t 5.5 Prompt Notice construction contractor(s)(or OWNER).and their OWNER will give prompt written notice to ENGINEER respective officers,employees,agents,affiliates,and whenever OWNER observes or becomes aware of any subcontractors.OWNER will provide ENGINEER a copy development that affects the scope or timing of of such policy. ENGINEER's Services,or of any defect in the work of ENGINEER or construction contractors. 5.9 Litigation Assistance The Scope of Services does not Include costs of 5.6 Asbestos or Hazardous Substances ENGINEER for required or requested assistance to 5.6.1 If asbestos or hazardous substances In any support,prepare,document,bring,defend,or assist in form are encountered or suspected.ENGINEER will litigation undertaken or defended by OWNER.All such stop its own work in the affected portions of the Services required or requested of ENGINEER by PROJECT to permit testing and evaluation. OWNER,except for suits or claims between the parties 5.6.2 If asbestos is suspected.ENGINEER will,if to this AGREEMENT,will be reimbursed as mutually requested,manage the asbestos remediation activities agreed. using a qualified subcontractor at an additional fee and 5.10 Changes contract terms to be negotiated. OWNER may make or approve changes within the 5.6.3 If hazardous substances other than asbestos general Scope of Services in this AGREEMENT.If such are suspected.ENGINEER will,if requested,conduct changes affect ENGINEER's cost of or time required for tests to determine the extent of the problem and will performance of the services,an equitable adjustment perform the necessary studies and recommend the will be made through an amendment to this necessary remedial measures at an additional fee and AGREEMENT. contract terms to be negotiated. 5.6.4 Client recognizes that CI-12M HILL assumes no ARTICLE 6.GENERAL LEGAL PROVISIONS risk and/or liability for a waste or hazardous waste site 6.1 Authorization to Proceed originated by other than CI-12M HILL. Execution of this AGREEMENT by OWNER will be 5.7 Contractor Indemnification and Claims authorization for ENGINEER to proceed with the work, 5.7.1 OWNER agrees to include in all construction unless otherwise provided for in this AGREEMENT. contracts the provisions of Article 4.3,ENGINEER's 6.2 Reuse of PROJECT Documents Personnel at Construction Site,and provisions providing All reports,drawings,specifications,documents,and contractor indemnification of OWNER and ENGINEER other deliverables of ENGINEER,whether In hand copy for contractors negligence. or In electronic form,are instruments of service for this 5.7.2 OWNER shall require construction PROJECT,whether the PROJECT is completed or not. contractor(s)to name OWNER and ENGINEER as OWNER agrees to Indemnify ENGINEER and additional insureds on the contractor's general liability ENGINEER's officers,employees,subcontractors,and Insurance policy. affiliated corporations from all claims,damages,losses, and costs,including,but not limited to,litigation 5.7.3 OWNER agrees to include the following clause expenses and attorney's fees arising out of or related to In all contracts with construction contractors,and the unauthorized reuse,change or alteration of these equipment or materials suppliers: PROJECT documents. "Contractors,subcontractors,and equipment and 6.3 Force Majeure material suppliers on the PROJECT,or their sureties. ENGINEER is not responsible for damages or delay in shall maintain no direct action against ENGINEER, performance caused by acts of God,strikes,lockouts, ENGINEER's officers,employees,affiliated accidents,or other events beyond the control of corporations,and subcontractors for any claim arising ENGINEER. In any such event,ENGINEER'S contract out of,in connection with,or resulting from the price and schedule shall be equitably adjusted. engineering services performed.OWNER will be the only beneficiary of any undertaking by ENGINEER." 6.4 Limitation of Liability 6.4.1 To the maximum extent permitted by law, 5.8 OWNER'S Insurance 5.8.1 OWNER will maintain property insurance on all ENGINEER'S liability for OWNER's damages will not,In pre-existing physical facilities associated In any way the aggregate,exceed$25 ,000. with the PROJECT. 6.4.2 This article takes precedence over any 5.8.2 OWNER will provide for a waiver of conflicting article of this AGREEMENT or any document subrogation as to all OWNER-carried property damage incorporated into it or referenced by it. insurance,during construction and thereafter,In favor of 6.4.3 This limitation of liability will apply whether ENGINEER,ENGINEER's officers,employees, ENGINEER's liability arises under breach of contract or affiliates,and subcontractors. warranty;tort;including negligence;strict liability; 5.8.3 OWNER will provide(or have the construction statutory liability;or any other cause of action,and shall contractors)provide)a Builders Risk All Risk insurance Include ENGINEER's officers,affiliated corporations, policy for the full replacement value of all PROJECT employees,and subcontractors. work including the value of all onsite OWNER-furnished 6.5 Termination equipment and/or materials associated with 6.5.1 This AGREEMENT may be terminated for ENGINEER's services.Such policy will include convenience on 30 days'written notice,or for cause If coverage for loss due to defects in materials and either party fails substantially to perform through no fault workmanship and errors In design,and will provide a of the other and does not commence connection of such waiver of subrogation as to ENGINEER and the FORM 396 REVISED 1106 3 nonperformance within 5 days of written notice and within 2 years of substantial completion of the facility diligently complete the correction thereafter. designed or final payment to ENGINEER,whichever is 6.5.2 On termination,ENGINEER will be paid for all earlier. authorized services performed up to the termination 6.12 Jurisdiction date plus termination expenses,such as,but not limited The substantive law of the state of the PROJECT site to,reassignment of personnel,subcontract termination shall govern the validity of this AGREEMENT,Its costs,and related closeout costs. Interpretation and performance,and any other claims 6.6 Suspension,Delay,or Interruption of Work related to it. OWNER may suspend,delay,or interrupt the Services 6.13 Severability and Survival of ENGINEER for the convenience of OWNER.In such event,ENGINEER's contract price and schedule shall 8.13.1 !f any of the Provisions contained In this be equitably adjusted. AGREEMENT are held for any reason to be invalid, illegal,or unenforceable,the enforceability of the 6.7 No Third-Party Beneficiaries remaining provisions shall not be impaired thereby. This AGREEMENT gives no rights or benefits to anyone 6.13.2 Limitations of liability,Indemnities,and other other than OWNER and ENGINEER and has no third- express representations shall survive tennination of this party beneficiaries. AGREEMENT for any cause. 6.8 Indemnificadon 6.14 Materials and Samples 6.8.1 ENGINEER agrees to indemnify OWNER for Any Items,substances,materials,or samples removed any claims,damages,losses,and costs,including,but from the PROJECT site for testing,analysis,or other not limited to,attorney's fees and litigation costs,arising evaluation will be returned to the PROJECT site within out of claims by third parties for property damage or 60 days of PROJECT close-out unless agreed to bodily Injury,including death,to the proportionate extent otherwise.OWNER recognizes and agrees that caused by the negligence or willful misconduct of ENGINEER is acting as a bailee and at no time ENGINEER,ENGINEER's employees,affiliated assumes title to said items,substances,materials,or corporations,and subcontractors In connection with the samples. PROJECT. 6.8.2 OWNER agrees to indemnify ENGINEER from 6.15 Engineer's Deliverables aEngineer's deliverables,including record drawings,are any claims,damages,losses,and costs,including,but not limited to,attorney's fees and litigation costs,arising limited to the sealed and signed hard copies.Computer- generated drawing files furnished by ENGINEER are for out of claims by third parties for property damage or bodily injury,including death,to the proportionate extent OWNER or others convenience.Any conclusions or information derived or obtained from these hies will be caused by the negligence or willful misconduct of at user's sole risk. OWNER,or its employees or contractors in connection with the PROJECT. 6.16 Dispute Resolution 6.9 Assignment The partles will use their best efforts to resolve amicably This Is a bilateral personal Services AGREEMENT. any dispute,Including use of alternative dispute Neither party shall have the power to or will assign any resolution options. of the duties or rights or any claim arising out of or 6.17 Ownership of Work Product and Inventions related to this AGREEMENT,whether arising in tort, All of the work product of the ENGINEER in executing contract or otherwise,without the written consent of the p g other party.Any unauthorized assignment is void and this PROJECT shall remain the property of ENGINEER. unenforceable.These conditions and the entire OWNER shall receive a perpetual,royalty-free,non- AGREEMENT are binding on the heirs,successors,and transferable,non-exclusive license to use the assigns of the parties hereto. deliverables for the purpose for which they were intended. Any inventions,patents,copyrights,computer 6.10 Consequential Damages software,or other intellectual property developed during To the maximum extent permitted by law.ENGINEER the course of,or as a result of,the PROJECT shall and ENGINEER's affiliated corporations,officers, remain the property of the ENGINEER. employees,and subcontractors shall not be liable for ARTICLE 7.ATTACHMENTS,SCHEDULES,AND OWNER's special,indirect,or consequential damages, whether such damages arise out of breach of contract SIGNATURES or warranty,tort including negligence,strict or statutory This AGREEMENT,including its attachments and liability.or any other cause of action.In order to protect schedules,constitutes the entire AGREEMENT, ENGINEER against Indirect liability or third-party supersedes all prior written or oral understandings,and proceedings,OWNER will indemnify ENGINEER for any may only be changed by a written amendment executed such damages. by both parties. The following attachments and 6.11 Waiver schedules are hereby made a part of this OWNER waives all claims against ENGINEER, AGREEMENT: Attachment A—Scope of Services including those for latent defects,that are not brought FORM 396 REVISED 1/06 4 IN WITNESS WHEREOF,the parties execle below: For OWNER, Awl C dated this �2q day of20 Signature �M Signature Name(printed) „�/ Cy"aJ))'e�" Name Title ��7�ju,� N•IIiiFlApf-I Title For ENGINEER,CH2M HILL Engineers,Inc., dated this 2 day of 20 Signature Signature Name(prints ) Name(printed) Title 9 Title FORM 398 REME01106 j