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HomeMy WebLinkAboutStrand_Associates_-_PSA_-_Anaerobic_Lagoon_Biogas_Upgrading_Project_-_11.17.25Docusign Envelope ID: 05D585E8-8EDA-4802-A8A3-5749EAF8E48C STRAND ASSOCIATES' Exc iJi yi ern E7ginFerrnt�'r'' Strand Associates, Inc.® 910 West Wingra Drive Madison, WI 53715 (P) 608.251.4843 www.strand.com November 3, 2025 City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Attention: Mr. Brad Manahl, Assistant Director/Treatment Operations Supervisor Re: Agreement for General Services Anaerobic Lagoon Biogas Upgrading Project This is an Agreement between the City of Waterloo, Iowa, hereinafter referred to as OWNER, and Strand Associates, Inc.®, hereinafter referred to as ENGINEER, to provide Proposal preparation, Bidding -Related Services, and If -Authorized Services (Services) for the Anaerobic Lagoon Biogas Upgrading project at OWNER's Anaerobic Lagoon. The Project includes third -party permitting, design, construction, and operation of a renewable natural gas (RNG) system at OWNER' s anaerobic lagoon facility to convert OWNER's biogas to RNG and to inject the RNG into the MidAmerican natural gas pipeline at the Project site. This Agreement shall be in accordance with the following elements. Scope of Services ENGINEER will provide the following Services to OWNER. 1. Attend a kickoff videoconference to review OWNER's criteria and outcomes for the project. 2. Attend a Project meeting with the Iowa Department of Natural Resources to review the project and discuss permitting. 3. Provide a draft request for qualifications and proposal (RFQ/P) to solicit statements of qualifications and proposals from interested bidders. Submit the draft RFQ/P to OWNER for review. 4. Revise the RFQ/P, as appropriate, based on OWNER's comments and provide the final RFQ/P to OWNER. 5. Provide a draft Invitation to Bid to OWNER in Microsoft Word format for OWNER's use in advertising the project. 6. Distribute RFQ/P documents electronically through QuestCDN, available at www.strand.com and www.questcdn.com. 7. Respond to proposers' questions and requests for information (RFI) during the bidding phase. 8. Communicate with OWNER regarding RFI responses. 9. Prepare addenda and distribute through QuestCDN. 10. Review bidders' submittals and provide review comments to OWNER via email. 11. Review OWNER -proposer contracts and agreements related to the project's design, construction, ownership, and operation; and provide general review comments to OWNER via RAW:sem\R:\MAD \ Documents \ Agreements \W\ Waterloo, City of(IA)\AnaerobicLagoonBiogasUpgrPtjet.2025\A \4463.022.docx Arizona I Illinois I Indiana i Iowa I Kentucky I Ohio I Tennessee I Texas I Wisconsin Docusign Envelope ID: 05D585E8-8EDA-4802-A8A3-5749EAF8E48C Strand Associates, Inc. City of Waterloo, Iowa Page 2 November 3, 2025 email. OWNER shall request similar information from its legal counsel prior to approving or signing the agreements. 12. Attend up to five web -based meetings, as requested by OWNER. Service Elements Not Included The following services are not included in this Agreement. If such services are required, they will be provided through an amendment to this Agreement or through a separate agreement. 1. Additional Site Visits and/or Meetings: Additional OWNER -required site visits or meetings. 2. Bidding Alternatives and Bid Phasing: Any services involved in providing bidding alternatives or bidding phases. 3. Construction -Related Services: Any services involved in performing construction -related services. 4. Drawings and Specifications: Final design services including drawings and specifications. 5. Flood Studies: Any services involved in performing flood and floodway studies. 6. Geotechnical Engineering: Geotechnical engineering information will be required and provided through OWNER or through the successful bidder. 7. Land and Easement Surveys/Procurement: Any services of this type including, but not limited to, a record search, field work, preparation of legal descriptions, or assistance to OWNER for securing land rights necessary for the project. 8. Preparation for and/or Appearance in Litigation on Behalf of OWNER: Any services related to litigation. 9. Review of Product Substitutions Proposed by Contractor: ENGINEER's cost for evaluating substitute products is not included. 10. Revising RFQ/P Documents: Any services required after these items have been previously approved by state or federal regulatory agencies, because of a change in project scope or where such revisions are necessary to comply with changed state and federal regulations that are put in force after Services have been partially completed. 11. Services Furnished During Readvertisement for Bids, if Ordered by OWNER: If a Contract is not awarded pursuant to the original bids. 12. Services Related to Buried Wastes and Contamination: Should buried solid, liquid, or potentially hazardous wastes or subsurface or soil contamination be uncovered at the site, follow-up investigations may be required to identify the nature and extent of such wastes or subsurface soil or groundwater contamination and to determine appropriate methods for managing of such wastes or contamination and for follow-up monitoring. Compensation OWNER shall compensate ENGINEER for Services under this Agreement on an hourly rate basis plus expenses an estimated fee of $50,000. RAW:sem\R:\MAD\Documents\Agreements\W\Watedoo, City of(IA)\AnaerobicLagoonBiogasUpgrPtjct.2025\Agr\4463.022.docx www.strand.com Docusign Envelope ID: 05D585E8-8EDA-4802-A8A3-5749EAF8E48C Strand Associates, Inc. City of Waterloo, Iowa Page 3 November 3, 2025 Expenses incurred such as those for travel, meals, printing, postage, copies, computer, electronic communication, and long distance telephone calls will be billed at actual cost plus ten percent. Only sales taxes or other taxes on Services that are in effect at the time this Agreement is executed are included in the Compensation. If the tax laws are subsequently changed by legislation during the life of this Agreement, this Agreement will be adjusted to reflect the net change. The estimated fee for the Services is based on wage scale/hourly billing rates, adjusted annually on July 1, that anticipates the Services will be completed as indicated. Should the completion time be extended, it may be cause for an adjustment in the estimated fee that reflects any wage scale adjustments made. The estimated fee will not be exceeded without prior notice to and agreement by OWNER but may be adjusted for time delays, time extensions, amendments, or changes in the Scope of Services. Any adjustments will be negotiated based on ENGINEER' s increase or decrease in costs caused by delays, extensions, amendments, or changes. Schedule Services will begin upon execution of this Agreement, which is anticipated the week of November 17, 2025. Services are scheduled for completion on September 30, 2026. Standard of Care The Standard of Care for all Services performed or furnished by ENGINEER under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing under similar circumstances at the same time and in the same locality. ENGINEER makes no warranties, express or implied, under this Agreement or otherwise, in connection with ENGINEER's Services. OWNER's Responsibilities 1. Assist ENGINEER by placing at ENGINEER' s disposal all available information pertinent to this project including previous reports, previous drawings and specifications, and any other data relative to the scope of this project. 2. Furnish to ENGINEER, as required by ENGINEER for performance of Services as part of this Agreement, data prepared by or services of others obtained or prepared by OWNER relative to the scope of this project, such as soil borings, probings and subsurface explorations, and laboratory tests and inspections of samples, all of which ENGINEER may rely upon in performing Services under this Agreement. 3. Provide access to and make all provisions for ENGINEER to enter upon public and private lands as required for ENGINEER to perform Services under this Agreement. 4. Examine all reports, sketches, estimates, special provisions, drawings, and other documents presented by ENGINEER and render, in writing, decisions pertaining thereto within a reasonable time so as not to delay the performance of ENGINEER. 5. Provide all legal services as may be required for the development of this project. 6. Retain the services of a soils consultant to provide any necessary geotechnical evaluation and recommendations. 7. Pay all permit and plan review fees payable to regulatory agencies. RAW:sem\R:\MAD\Documents\Agreements\W\Watedoo, City of(IA)\AnaerobicLagoonBiogasUpgrPtjct.2025\Agr\4463.022.docx www.strand.com Docusign Envelope ID: 05D585E8-8EDA-4802-A8A3-5749EAF8E48C Strand Associates, Inc. City of Waterloo, Iowa Page 4 November 3, 2025 Opinion of Probable Cost Any opinions of probable cost prepared by ENGINEER are supplied for general guidance of OWNER only. ENGINEER has no control over competitive bidding or market conditions and cannot guarantee the accuracy of such opinions as compared to contract bids or actual costs to OWNER. If OWNER requires more than general guidance, then OWNER agrees to obtain an independent cost estimate by others. Changes 1. OWNER may make changes within the general scope of this Agreement in the Services to be performed. If such changes cause an increase or decrease in ENGINEER's cost or time required for performance of any Services under this Agreement, an equitable adjustment will be made and this Agreement will be modified in writing accordingly. 2. No services for which additional compensation will be charged by ENGINEER will be furnished without the written authorization of OWNER. The fee established herein will not be exceeded without agreement by OWNER but may be adjusted for time delays, time extensions, amendments, or changes in the Scope of Services. 3. If there is a modification of Agency requirements relating to the Services to be performed under this Agreement subsequent to the date of execution of this Agreement, the increased or decreased cost of performance of the Services provided for in this Agreement will be reflected in an appropriate modification of this Agreement. Extension of Services This Agreement may be extended for additional Services upon OWNER's authorization. Extension of Services will be provided for a lump sum or an hourly rate plus expenses. Payment OWNER shall make monthly payments to ENGINEER for Services performed in the preceding month based upon monthly invoices. Nonpayment 30 days after the date of receipt of invoice may, at ENGINEER's option, result in assessment of a 1 percent per month carrying charge on the unpaid balance. Nonpayment 45 days after the date of receipt of invoice may, at ENGINEER's option, result in suspension of Services upon five calendar days' notice to OWNER. ENGINEER will have no liability to OWNER, and OWNER agrees to make no claim for any delay or damage as a result of such suspension caused by any breach of this Agreement by OWNER. Upon receipt of payment in full of all outstanding sums due from OWNER, or curing of such other breach which caused ENGINEER to suspend Services, ENGINEER will resume Services and there will be an equitable adjustment to the remaining project schedule and compensation as a result of the suspension. Failure to make payments to ENGINEER is cause for termination upon two -week notice to OWNER. Termination This Agreement may be terminated with cause in whole or in part in writing by either party subject to a two -week notice and the right of the party being terminated to meet and discuss the termination before the termination takes place. ENGINEER will be paid for all completed or obligated Services up to the date of termination. RAW:sem\R:\MAD\Documents\Agreements\W\Watedoo, City of(IA)\AnaerobicLagoonBiogasUpgrPtjct.2025\Agr\4463.022.docx www.strand.com Docusign Envelope ID: 05D585E8-8EDA-4802-A8A3-5749EAF8E48C Strand Associates, Inc. City of Waterloo, Iowa Page 5 November 3, 2025 Data Provided by Others ENGINEER is not responsible for the quality or accuracy of data nor for the methods used in the acquisition or development of any such data where such data is provided by or through OWNER, contractor, or others to ENGINEER and where ENGINEER's Services are to be based upon such data. Such data includes, but is not limited to, soil borings, groundwater data, chemical analyses, geotechnical testing, reports, calculations, designs, drawings, specifications, record drawings, contractor's marked -up drawings, and topographical surveys. Third -Party Beneficiaries Nothing contained in this Agreement creates a contractual relationship with or a cause of action in favor of a third party against either OWNER or ENGINEER. ENGINEER's Services under this Agreement are being performed solely for OWNER's benefit, and no other party or entity shall have any claim against ENGINEER because of this Agreement or the performance or nonperformance of Services hereunder. OWNER and ENGINEER agree to require a similar provision in all contracts with contractors, subcontractors, subconsultants, vendors, and other entities involved in this project to carry out the intent of this provision. Dispute Resolution Except as may be otherwise provided in this Agreement, all claims, counterclaims, disputes, and other matters in question between OWNER and ENGINEER arising out of or relating to this Agreement or the breach thereof will be decided first by mediation, if the parties mutually agree, or with a bench trial in a court of competent jurisdiction within the State of Iowa. Remedies Neither ENGINEER nor OWNER shall be liable to the other for special, indirect, punitive, or consequential damages for claims, disputes, or other matters in question arising out of this or relating to this Agreement. This mutual waiver is applicable, without limitation, due to either party's termination of this Agreement. Terms and Conditions The terms and conditions of this Agreement will apply to the Services defined in the Scope of Services and represent the entire Agreement and supersede any prior proposals, Requests for Qualifications, or Agreements. OWNER -supplied purchase order is for processing payment only; terms and conditions on the purchase order shall not apply to these Services. IN WITNESS WHEREOF the parties hereto have made and executed this Agreement. ENGINEER: OWNER: STRAND ASSOCIATES, INC.® CITY OF WATERLOO, IOWA p— DocuSigned by: t,utA. kaYt 11/17/2025 %*—DO5z D7 c 9.. Joseph M. Bunker Date Quentin M. Hart Corporate Secretary Mayor RAW:sem\R:\MAD\Documents\Agreements\W\Watedoo, City of(IA)\AnaerobicLagoonBiogasUpgrPtjct2025\Agr\4463.022.docx Date www.strand.com