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AGREEMENT FOR PROFESSIONAL ELECTRICAL ENGINEERING SERVICES FOR CITY OF MOSCOW SE RESERVOIR BOOSTER STATION AND FOR WATER DEPARTMENT FACILITY STANDBY POWER SYSTEM UPGRADES THIS AGREEMENT FOR PROFESSIONAL ELECTRICAL ENGINEERING SERVICES FOR CITY OF MOSCOW SE RESERVOIR BOOSTER STATION AND FOR WATER DEPARTMENT FACILITY STANDBY POWER SYSTEM UPGRADES (hereinafter "Agreement"), is made and entered into this 2)f Tixtay of g vl 5 2015 by and between the City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and Trindera Engineering, Inc., 1875 North Lakewood Drive, Suite 201, Coeur d'Alene, Idaho, 83814 (hereinafter "ENGINEER"). W I T N E S S E T H: WHEREAS, CITY desires to enter into an agreement for professional electrical engineering services for the City of Moscow's SE Reservoir Booster Station and for Water Department Facility Standby Power System Upgrade (hereinafter "PROJECT"); and WHEREAS, CITY has determined that Trindera Engineering, Inc., is qualified to provide engineering design services related to PROJECT; and WHEREAS, CITY has selected the above-referenced ENGINEER to provide such engineering design services; and WHEREAS, ENGINEER has prepared the Scope of Work which is incorporated into this Agreement; and WHEREAS, CITY wishes ENGINEER to complete the Scope of Work pursuant to this Agreement; NOW, THEREFORE, be it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION I: SCOPE OF WORK ENGINEER and CITY will determine the specific design and operational requirements of the PROJECT. ENGINEER shall prepare detailed construction documents (plan and specifications) for competitive bidding. ENGINEER will answer questions from potential bidders and shall conduct a pre-bid conference. PROFESSIONAL SERVICES AGREEMENT-TRINDERA ENGINEERING SE RESERVOIR BOOSTER STATION AND w ATER DEPARTMENT FACILITY STANDBY POWER PAGE I OF 11 ZDI 5- I I 2- ---PAGE BREAK--- ENGINEER shall assist with bid evaluation and during the construction phase of the PROJECT, and shall perform submittal review of equipment and materials. ENGINEER shall conduct site visits with reports during the construction period. A. ENGINEER Tasks and Deliverables Engineer will be responsible for the electrical design associated with the SE Reservoir Booster Station and for Water Department Facility Standby Power Generators. 1. Design Phase Tasks. ENGINEER shall: a. stand-by generator sizing, based on required loading and any constraints for both SE Reservoir Booster Station and for Water Department Facility; b. provide specifications and one-line diagrams and photo details for establishment of proper wire, electrical raceways, sizing of generators, and locations for equipment. c. provide preliminary Electrical Construction Cost Estimate for construction based on Engineer's opinion; and d. prepare all final specifications, drawings and calculations required by the PROJECT, stamped by a registered Professional Engineer in the State of Idaho. 2. Assistance During Bid Phase. ENGINEER shall: Assist with any related bid questions and/or necessary clarifications regarding what is required of PROJECT. 3. Assistance During Construction Phase. ENGINEER shall: a. assist with any questions regarding construction, bid evaluation and provide design submittal reviews of equipment and materials; b. participate in two on-site construction meetings; c. prepare as-built record drawings stamped by a Professional Engineer in the State of Idaho. B. CITY Deliverables 1. CITY will provide all associated documentation of both the SE Reservoir Booster Station and for the Water Department Facility required for design. 2. The new generator at the Water Department Facility is to be placed in the same location as the existing generator; 3. All pumps at the SE Reservoir Booster Station will be on standby power. 4. Both the SE Reservoir Booster Station and Water Department Facility will require designs for automatic transfer switches and generator monitoring via existing SCADA or telemetry system(s). C. Standards ENGINEER shall perform this work in accordance with the applicable sections of the following standards organizations during the design of this PROJECT: NFPA No. 70, 2014 - National Electrical Code (NEC) PROFESSIONAL SERVICES AGREEMENT-TRiNDERA ENGINEERING SE RESERVOIR BOOSTER STATION AND w ATER DEPARTMENT FACILITY STANDBY POWER PAGE20F 1 1 ---PAGE BREAK--- D. Document Format All drawings prepared by ENGINEER will be prepared in AutoCAD. All specification prepared by ENGINEER will be prepared in SCI format using MSWord. E. ENGINEER Exclusions 1. ENGINEER will not do additional site visits or on-site meetings exceeding those previously listed; 2. ENGINEER will not do design submittals exceeding those previously listed; and 3. ENGINEER will not do programming upgrades to the existing SE Reservoir Booster Station or the Water Department Facility SCADA and control systems, These upgrades may be included at an additional fee. F. Schedule ENGINEER shall begin work on PROJECT upon notice to proceed. G. Price and Terms Of Compensation ENGINEER will perform its work on PROJECT on a time-and-materials basis, with a maximum not-to-exceed amount indicated in the attached fee estimate worksheet for the skill categories indicated (see Exhibit The estimated total amount for this work will not be exceeded without prior authorization from CITY. Invoices shall be sent indicating hours expended in each skill category with the appropriate rate and the total amount of the invoice. Invoices will be due and payable when received. SECTION II: A. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between ENGINEER and CITY by the terms of this Agreement. It is understood by the parties hereto that ENGINEER is an independent contractor and as such neither it nor its employees, if any, are employees of CITY for purposes of tax, retirement system, or social security (FICA) withholding. B. Fees and Conditions for Engineering Design Services 1. Payment for all services described in this Agreement is provided in accordance with the cost described in the following Section 11.B.2. 2. The cost for engineering design services for PROJECT as described in Section I, Scope of Work, is a not-to-exceed fee of sixteen thousand four hundred twenty five dollars ($16,425) with payment based on Exhibit Scope of Work, which shall include all fixed fees (profit), overhead, and direct costs. 3. Bills submitted to CITY by ENGINEER shall list the individual performing the work and description of work performed. Bills shall be submitted on a basis to Public Works Director for approval and payment. 4. Payment is due upon receipt of ENGINEER's statement(s), in accordance with CITY's regular payment processes. PROFESSIONAL SERVICES AGREEMENT-TRINDERA ENGINEERING SE RESERVOIR BOOSTER STATION AND WATER DEPARTMENT FACILITY STANDBY POWER PAGE3OF11 ---PAGE BREAK--- SECTION III: A. Termination of Agreement This Agreement may be terminated for cause by ENGINEER upon thirty (30) days written notice, should CITY fail to substantially perform in accordance with its terms through no fault of ENGINEER. CITY may terminate this Agreement with thirty (30) days notice without cause and without further liability to ENGINEER except as designated by this section. In the event of termination, ENGINEER shall be paid for services performed to the termination date, including direct expense and including a percentage of the fixed fee based upon the percentage of work completed. All working Drawings shall become the property of, and shall be surrendered to, CITY. B. Extent of Agreement This Agreement may be amended only by written instrument signed by both parties hereto. C. Data of Record CITY shall make available to ENGINEER all technical data of record in CITY's possession, including maps, surveys, borings and other information necessary to support this PROJECT. D. Qualified Estimates of Cost The estimates of cost for PROJECT herein are to be prepared by ENGINEER through exercise of their experience and judgment in applying presently available cost data; but it is recognized that ENGINEER has no control over cost of labor and materials, or over competitive bidding procedures and market conditions so that they cannot warrant PROJECT construction costs will not vary from their cost estimates as a result of these described factors. Nothing in this paragraph shall serve to release or relieve ENGINEER from exercising the skill, care, and professional judgment exercised by similarly situated licensed professional engineers. E. Termination of PROJECT If any portion of PROJECT covered by this Agreement shall be suspended, abated, abandoned or terminated, CITY shall pay ENGINEER for the services rendered to the date of such suspended, abated, abandoned or terminated work; the payment to be based, insofar as possible, on the amounts established in this Agreement or, where the Agreement cannot be applied, the payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties as to the percentage of the work completed. F. ENGINEER's Errors and Omissions Insurance In performance of professional services, ENGINEER will use that degree of care and skill ordinarily exercised under similar circumstances by members of the engineering profession; and no other warranty, either expressed or implied, is made in connection with rendering ENGINEER's services. Should ENGINEER or any of ENGINEER's agents or employees be found to have been negligent in the performance of professional services from which CITY sustains damage, ENGINEER has obtained Errors and Omissions Insurance in the amount of Five Hundred Thousand Dollars ($500,000), and said insurance PROFESSIONAL SERVICES AGREEMENT-TRINDERA ENGINEERING SE RESERVOIR BOOSTER STATION AND WATER DEPARTMENT FACILITY STANDBY POWER PAGE40F 1 1 ---PAGE BREAK--- shall be held active for a two year (minimum) period from the date of completion of PROJECT. CITY shall receive notice of any pending termination of said insurance within five days of first notice to ENGINEER. G. ENGINEER's Additional Insurance ENGINEER shall maintain Automobile Insurance and Statutory Workmen's Compensation Insurance coverage, Employer's Liability, and Comprehensive General Liability Insurance coverage. The Comprehensive General Liability Insurance shall have a minimum limit of Five Hundred Thousand Dollars ($500,000) per claim and One Million Dollars ($1,000,000) aggregate, and ENGINEER shall cause CITY to be named as an additional insured under said policy. H. Indemnification ENGINEER agrees, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of ENGINEER in the performance of professional services under this Agreement, to the extent that ENGINEER is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between ENGINEER and CITY. ENGINEER shall not be obligated to indemnify CITY for CITY's sole negligence. I. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. J. Jurisdiction and Venue It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning this Agreement, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. K. Binding of Successors CITY and ENGINEER each bind themselves, their partners, successors, assigns and legal representatives to the other parties to this Agreement and to the partner, successors, assigns and legal representatives of such other parties with respect to all covenants of this Agreement. L. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties concerning PROJECT, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. ENGINEER may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of CITY. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. PROFESSIONAL SERVICES AGREEMENT-TRiNDERA ENGINEERING SE RESERVOIR BOOSTER STATION AND WATER DEPARTMENT FACILITY STANDBY POWER PAGE50F 1 1 ---PAGE BREAK--- M. CITY'S Representatives CITY shall designate a representative authorized to act in behalf of CITY. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. N. Conflict of Interest ENGINEER covenants that they presently have no interest and will not acquire any interest, direct or indirect, in PROJECT which would conflict in any manner or degree with the performance of services hereunder. ENGINEER further covenants that, in performing this Agreement, they will employ no person who has any such interest. 0. Ownership and Publication of Materials. All reports, information, data and other materials prepared by ENGINEER pursuant to this Agreement shall be the property of CITY, which shall have the exclusive and unrestricted authority to release, publish, or otherwise use them, in whole or in part. All such materials developed under this Agreement shall not be subject to copyright or patent in the United States or in any other country without the prior written approval and express authorization of CITY. P. Compliance With Law/Non-discrimination. ENGINEER shall comply with all applicable local, state and federal laws and regulations and shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sex, age, marital status, physical or mental handicap, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. ENGINEER CITY Trindera Engineering, Inc. City of Moscow, Idaho By Cfow.4-- Bill Lambert, Mayor PROFESSIONAL SERVICES AGREEMENT-TuiNDERA ENGINEERING SE RESERVOIR BOOSTER STATION AND WATER DEPARTMENT FACILITY STANDBY POWER PAGE60F 11 ---PAGE BREAK--- ATTEST: DATEDthisïday of .AJ6g tASf , 2015. STATE OF IDAHO County of o 0 l-