HomeMy WebLinkAbout2024-12-03_ATS_WYA035.00A_R_BOHATTACHMENT 1
OPERATION AND MAINTENANCE
SCOPE OF SERVICES
The treatment system shall be operated by a Certified Wastewater Plant Operator,
Grade 4 or above, in accordance with the requirements of 257CMR2.00 and the Board of
Certification of Operators of Wastewater Treatment Plants.
The treatment system shall also be operated in accordance with the conditions imposed by the
Massachusetts Department of Environmental Protection (DEP) Groundwater Discharge Permit.
Equipment Operation and Maintenance
1.Within design capacity and capability of the equipment, operate and maintain the wastewater
treatment system for the benefit of owner.
2.Certify and document all maintenance for the treatment system. Maintenance reports will be
provided regularly or upon request by the Client.
3.Certify and document all repairs made to the equipment.
4.Perform other services that are incidental to the services specified herein, including facilitating
emergency repairs in the most expeditious and cost-effective manner. Such services shall be
performed at an additional cost.
Operation and Maintenance: frequency as follows:
1.Daily (5 days per week excluding holidays) Operational Maintenance visits to perform standard
treatment facility maintenance.
2.Monthly sample collection of the system influent and effluent.
3.Coordinate monthly monitoring of the groundwater monitoring wells and quarterly sample
collection.
Sampling: Sample Influent & Effluent in accordance with the current DEP Groundwater Discharge
Permit and local Board of Health requirements, as follows:
1.Conduct influent and effluent sampling monthly for the test parameters listed in the
groundwater discharge permit.
2.Analytical test results shall be compiled and submitted to DEP, local Board of Health and the
Client on an acceptable form.
Groundwater Sampling: Collect groundwater samples from seven (7) onsite monitoring wells in
accordance with the current Department of Environmental Protection (DEP) Groundwater
Discharge Permit and local Board of Health requirements, as follows:
1.Groundwater sampling shall be conducted quarterly for test parameters as listed in the
groundwater discharge permit. In addition the wells will be monitored monthly for pH,
conductivity and static water levels.
2.Analytical test results shall be compiled and submitted to DEP, local Board of Health and the
Client on an acceptable form.
3.A Quarterly Report shall be prepared summarizing the groundwater monitoring and test
results. The Quarterly Report shall be submitted to DEP, local Board of Health and the Client.
Notes:
1.CONSULTANT will not perform any procedures which will require confined space
entry.
2.Services under this contract specifically do not include or cover any responsibility for
system malfunction attributed to process design, equipment specified and/or
installations as provided by others.
3.CLIENT must provide access to all system components at time of the O&M visit.
4.This service contract assumes year-round occupancy of the dwelling or facility. The
CLIENT shall notify CONSULTANT if occupancy becomes seasonal.
5.CONSULTANT will notify the CLIENT and the appropriate authority of any event of
electrical or mechanical failure observed by CONSULTANT within the treatment system,
or of any event observed by CONSULTANT which may adversely affect the performance of
the treatment system.
6.In the event that the system alarm is activated, and the system fails, the CLIENT
shall notify CONSULTANT in a timely manner to allow CONSULTANT to notify
MassDEP and Board of Health within 24 hours of the alarm system activation.
Corrective action shall be taken upon notification and will be treated as additional
services. CONSULTANT shall not be liable for any damages or fines should the
CLIENT delay notifying the CONSULTANT as noted above.
TECHNICAL SERVICES
TERMS AND CONDITIONS 1 of 3 REV. 2/2024
“CLIENT” is defined in the acceptance line of
the accompanying Authorization for Technical
Services or the name the Authorization for
Technical Services is issued to; Tighe & Bond,
Inc. is hereby referenced as “CONSULTANT”;
“PROJECT” is defined in the accompanying
Authorization for Technical Services
1.COMPENSATION FOR SERVICES
1.1 Outside reimbursable expenses and services, which are
rendered to CONSULTANT by other than direct employees,
including but not limited to equipment replacement, plumbing and hardware supplies, chemical supplements,
shall be invoiced at CONSULTANT’s direct cost plus an
administrative/service charge fee.
1.2 In the event that the scope of work is increased for any reason, the fee to complete the work shall be mutually
revised by written approval and shall be treated as additional
services and will be invoiced at CONSULTANT’s hourly rates. The included fees are based on the provided scope of work and assumptions. The fee may need to be adjusted as the
project progresses, allowing for changes in scope, character
or size of the project requested by you or implemented as part of any permitting or governmental requirements.
2.SCHEDULE OF PAYMENTS
2.1 Invoices will generally be submitted once a month for
services performed during the previous month. Payment will be due within 30 days of invoice date. Monthly payments to
CONSULTANT shall be made on the basis of invoices submitted
by CONSULTANT and approved by CLIENT. If requested by CLIENT, monthly invoices may be supplemented with such
supporting data as reasonably requested to substantiate them.
2.2 In the event of a disagreement as to billing, the CLIENT
shall pay the agreed portion.
2.3 Interest will be added to accounts in arrears at the rate
of one and one-half (1.5) percent per month (18 percent per
annum) or the maximum rate allowed by law, whichever is
less, of the outstanding balance. In the event counsel is retained to obtain payment of an outstanding balance, CLIENT
will reimburse CONSULTANT for all reasonable attorney’s fees
and court costs.
2.4 If CLIENT fails to make payment in full within 30 days
of the date due for any undisputed billing, CONSULTANT
may, after giving seven days’ written notice to CLIENT,
suspend services and retain work product until paid in full, including interest. In the event of suspension of services,
CONSULTANT will have no liability to CLIENT for delays or
damages caused by such suspension.
3.SUCCESSORS AND ASSIGNS
3.1 CLIENT and CONSULTANT each binds itself, its partners,
successors, assigns and legal representatives to the other
parties to this Agreement and to the partners, successors, assigns and legal representatives of such other parties with
respect to all covenants of this Agreement. CONSULTANT
shall not assign, sublet or transfer its interest in this
Agreement without the written consent of CLIENT, which consent shall not be unreasonably withheld.
3.2 This Agreement represents the entire and integrated
Agreement between CLIENT and CONSULTANT and supersedes all prior negotiations, representations or
Agreements, whether written or oral. This Agreement may be
amended only by written instrument signed by both CLIENT
and CONSULTANT. References to this agreement include these
Terms & Conditions, any accompanying proposal or description of services or Authorization for Technical Services, as well as
any other documents referenced or incorporated therein. In
the event one or more provisions of any of the foregoing
documents conflict with the provisions of these Terms & Conditions, the provisions of these Terms & Conditions shall
control.
3.3 Nothing contained in this Agreement shall create a contractual relationship or cause of action in favor of a third
party against CLIENT or against CONSULTANT.
4.STANDARD OF CARE
4.1 In providing services, CONSULTANT will use that degree of care and skill ordinarily exercised under similar
circumstances by individuals providing such services in the
same or similar locality for similar projects. CONSULTANT makes no warranties, express or implied, in connection with CONSULTANT's services except for those which may be
specifically stated in the Operation and Maintenance Scope of
Services associated with equipment supplied as part of approved repairs.
5.TERMINATION
5.1 This Agreement may be terminated by either party upon
seven 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. In addition, CLIENT
may terminate this Agreement for its convenience at any time by giving written notice to CONSULTANT. In the event of any
termination, CLIENT will pay CONSULTANT for all services
rendered and reimbursable expenses incurred under the
Agreement to the date of termination and all services and expenses related to the orderly termination of this Agreement.
6.RECORD RETENTION
6.1 CONSULTANT will retain pertinent records relating to the services performed for the time required by law, during which
period the records will be made available upon reasonable
request and upon reimbursement for any applicable
retrieval/copying charges.
7.OWNERSHIP OF DOCUMENTS
7.1 All reports, drawings, specifications, computer files, field
data, notes, and other documents, whether in paper or
electronic format or otherwise (“documents”), are instruments of service and shall remain the property of CONSULTANT,
which shall retain all common law, statutory and other
reserved rights including, without limitation, the copyright thereto. CLIENT’s payment to CONSULTANT of the
compensation set forth in the Agreement shall be a condition
precedent to the CLIENT’s right to use documents prepared by
CONSULTANT.
7.2 Documents provided by CONSULTANT are not intended
or represented to be suitable for reuse by CLIENT or others on
any extension or modification of this PROJECT or for any other projects or sites. Documents provided by CONSULTANT on this PROJECT shall not, in whole or in part, be disseminated
or conveyed to any other party, nor used by any other party,
other than regulatory agencies, without the prior written consent of CONSULTANT. Reuse of documents by CLIENT or
others on extensions or modifications of this project or on
other sites or use by others on this PROJECT, without
CONSULTANT’s written permission and mutual agreement as
TECHNICAL SERVICES
TERMS AND CONDITIONS 2 of 3 REV. 2/2024
to scope of use and as to compensation, if applicable, shall be at the user's sole risk, without liability on CONSULTANT’s part,
and CLIENT agrees to indemnify and hold CONSULTANT
harmless from all claims, damages, and expenses, including attorney's fees, arising out of such unauthorized use or reuse.
7.3 Electronic Documents - CONSULTANT cannot guarantee
the authenticity, integrity or completeness of data files
supplied in electronic writeable format. If CONSULTANT provides documents in writeable electronic format for CLIENT’s
convenience, CLIENT agrees to waive any and all claims
against CONSULTANT resulting in any way from the unauthorized use, alteration, misuse or reuse of the electronic
documents, and to defend, indemnify, and hold CONSULTANT
harmless from any claims, losses, damages, or costs, including
attorney’s fees, arising out of the unauthorized use, alteration, misuse or reuse of any electronic documents provided to
CLIENT.
8.INSURANCE
8.1 CONSULTANT will retain Workmen's Compensation Insurance, Professional Liability Insurance with respect to
liabilities arising from negligent errors and omissions,
Commercial General Liability Insurance, Excess Liability, Unmanned Aircraft, Cyber Liability, and Automobile Liability
during this PROJECT. CONSULTANT will furnish certificates at
CLIENT’s request.
8.2 Risk Allocation - To the fullest extent permitted by law, and not withstanding any other provision of this Agreement,
the total liability, in the aggregate, of the CONSULTANT to the
CLIENT and anyone claiming by or through the CLIENT, for any and all claims, losses, costs or damage, of any nature
whatsoever, the liability of CONSULTANT to all claimants with
respect to this PROJECT will be limited to an aggregate sum
not to exceed five (5) times CONSULTANT’s compensation for consulting services. It is intended that this limitation apply to
any and all liability or cause of action however alleged or
arising, unless otherwise prohibited by law.
8.3 Damages – Notwithstanding any other provision of this
Agreement, and to the fullest extent permitted by law, neither
CLIENT nor CONSULTANT, their respective officers, directors,
partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any incidental,
indirect or consequential damages arising out of or connected
in any way to the PROJECT or to this Agreement. This mutual
waiver of certain damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss
of reputation and any other consequential damages that may
be incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied
warranty. Both CLIENT and CONSULTANT shall require similar
waivers of consequential damages protecting all the entities or
persons named herein in all contracts and subcontracts with others involved in this PROJECT.
8.4 CLIENT agrees that any and all limitations of
CONSULTANT’s liability or waivers of damages by CLIENT to CONSULTANT shall include and extend to those individuals and entities CONSULTANT retains for performance of the services
under this Agreement, including but not limited to
CONSULTANT’s officers, partners, and employees and their heirs and assigns, as well as CONSULTANT’s subconsultants
and their officers, employees, and heirs and assigns.
9.DISPUTE RESOLUTION
9.1 In the event of a disagreement arising out of or relating to this Agreement or the services provided hereunder,
CLIENT and CONSULTANT agree to attempt to resolve any such disagreement through direct negotiations between
senior, authorized representatives of each party. If any
disagreement is not resolved by such direct negotiations, CLIENT and CONSULTANT further agree to consider using
mutually acceptable non-binding mediation service in order
to resolve any disagreement prior to proceeding to litigation.
10.SITE ACCESS
10.1 Right of Entry - Unless otherwise agreed, CLIENT will
furnish right-of-entry on the land for CONSULTANT to make
any required field investigations. CONSULTANT will take reasonable precautions to limit damage to the land from use
of equipment, but the cost for restoration of any damage that
may result from such field investigations is not included in the
agreed compensation for CONSULTANT.
10.2 Use of Stakes or Other Markings: CLIENT, CLIENT's
contractor, or any third party may not use stakes or other
markers set at the site placed by CONSULTANT before
obtaining verification from CONSULTANT that the stakes will be appropriate for the alternate intended use.
11.OIL AND HAZARDOUS MATERIALS
If, at any time, evidence of the existence or possible existence of asbestos, oil, or other hazardous materials or substances is
discovered, outside of any agreed scope of work or greater
than those anticipated in any agreed scope of work,
CONSULTANT reserves the right to renegotiate the fees for CONSULTANT’s services and CONSULTANT’s continued
involvement in the PROJECT. CONSULTANT will notify CLIENT
as soon as practical if evidence of the existence or possible existence of such hazardous materials or substances is
discovered.
12.CLIENT’s RESPONSIBILITIES
12.1 Unless otherwise stated in the Agreement, CLIENT will obtain, arrange, and pay for all notices, permits, and licenses
required by local, state, or federal authorities.
12.2 The CLIENT agrees to indemnify and hold Consultant harmless from any liability resulting from the acts, errors, or
omissions of the CLIENT or CLIENT’s agents, contractors, or
assigns. Such indemnification shall include the cost of
defense arising in any way with claims connected with any such liability excepting only such liability caused by
CONSULTANT's sole negligence in performance of services,
or gross negligence, willful misconduct, or unlawful activities.
Said indemnification shall include any fines or penalties associated with the failure of the system to comply with
permitting and regulatory requirements due to improper
discharge by CLIENT, or the lack of CLIENT to address written notifications by CONSULTANT to CLIENT of
deficiencies, permitting non-compliance or required repair.
13.SCHEDULE
13.1 The CLIENT agrees that the CONSULTANT is not responsible for damages arising directly or indirectly from
any delays for causes beyond the CONSULTANT's reasonable
control. For purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes; severe weather disruptions or other natural
disasters, pandemics, or acts of God; fires, riots, war or
other emergencies; failure of any government agency to act in timely manner; failure of performance by the CLIENT or
the CLIENT's contractors or consultants.
13.2 The CONSULTANT’s schedule includes reasonable
allowances for review and approval times required by the CLIENT, performance of services by the CLIENT's
TECHNICAL SERVICES
TERMS AND CONDITIONS 3 of 3 REV. 2/2024
consultants, and review and approval times required by public authorities having jurisdiction over the PROJECT. This
schedule shall be equitably adjusted as the PROJECT
progresses, allowing for changes in scope, character or size of the PROJECT requested by the CLIENT, or for delays or
other causes beyond the CONSULTANT's reasonable control.
14.MISCELLANEOUS TERMS
14.1 GOVERNING LAW - The CLIENT and the CONSULTANT agree that this Agreement and any legal actions concerning
its validity, interpretation and performance shall be governed
by the laws of the jurisdiction where the PROJECT is located, without regard to any conflict of laws provisions, which may
apply the laws of other jurisdictions.
14.2 CORPORATE PROTECTION - Notwithstanding anything
to the contrary contained herein, the CLIENT agrees that as the CLIENT's sole and exclusive remedy, any claim, demand
or suit shall be directed and/or asserted only against the
CONSULTANT, a Massachusetts corporation, and not against
any of the CONSULTANT's individual employees, officers or directors.
14.3 TITLES - The section headings used in this Agreement
are intended principally for convenience and shall not be used in interpreting this Agreement or in determining any of
the rights or obligations of the parties to this Agreement.
14.4 Upon execution, these terms as incorporated into the
accompanying Authorization for Technical Services represent the final intent of the parties. Any modification, rescission,
or waivers of these terms shall only be effective and binding
if agreed to in writing by the parties.
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