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AGREEMENT FOR PROFESSION AL ENGIN EERING SERVICES 2009 WA STEWATER TREATMENT PLANT HEADWORKS SCREEN EVALUATION PROJECT THIS AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES 2009 WASTEWATER TREATMENT PLANT HEADWORKS SCREEN EVALUATION PROJECT (hereinafter "AGREEMENT"), is made and entered into this 1Q±0- day of ( , 2009, by and between the City of Moscow, Idaho, a municipal corporation of the tate of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and J-U-B ENGINEERS, Inc., an Idaho corporation, 1630 23rd A venue, Suite 110 1-A, Lewiston, Idaho, 83501 (hereinafter "ENGINEER"). W IT N E S S ETH : WHEREAS, CITY wishes to replace its existing influent screens at the Wastewater Treatment Plant (hereinafter "WWTP") to provide better material removal and prevent roping in processes, and wishes to employ ENGINEER to provide CITY with a comparison and recommendation of available screening equipment which includes capture rate, cost, and reliability (hereinafter "PROJECT"); WHEREAS, ENGINEER agrees to prepare Scope of Work described hereinbelow; NOW, THEREFORE, be it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION 1: SCOP E OF WORK A. ENGINEER shall furnish all of the following engineering services for PROJECT: 2009 WWTP Headworks Screen Evaluation PROJECT Task 1 - Screen Evaluation 1. Conduct one meeting with CITY to discuss in detail, the expectations and goals for PROJECT, the original intent of the improvements, potential conflicts and challenges, the PROJECT schedule, and a PROJECT construction budget. Key items for discussion shall be operational parameters, capacity, power needs, maintenance aspects, and acceptable water content in the screenings. CITY and ENGINEER shall utilize the 2003 HDR report "Influent Screening Equipment Evaluation" and the Draft J-U-B Engineers, Inc., technical memorandum evaluation of screen alternatives to select two screens for further evaluation. 2. Verify channel dimensions and hydraulic conditions based on CITY input and the as built drawings from the original headworks construction completed in 1998. PSA ENGINEERING- CiTY AND J.U.B. WWTP HEADWORKS SCREEN EVAL PAGE I 01'8 ---PAGE BREAK--- 3. Contact the two selected screen manufacturers to request specific equipment data pertaining to CITY's WWTP application. This task will be a joint effort between CITY and ENGINEER. Task2 - ENGINEER SHALL: 1. Assist CITY staff in evaluating equipment and budget information collected. 2. Review existing channel configuration for suitability to install screen. 3. Review existing as-built drawings and conduct at least one (1 ) WWTP site visit to determine existing conditions. 4. Review equipment data to assure the new equipment will "fit" with the existing WWTP and CITY electrical and SCADA systems. Task 3 - Conduct one meeting with CITY staff to present a final summary of equipment options. Collect review comments from CITY staff. Task 4 - Prepare final Technical Memorandum discussing screening options and provide a recommendation of a preferred screen manufacturer with estimated equipment and installation costs. B. City Deliverables CITY shall provide the following to ENGINEER in relationship to PROJECT: 1 . Current cut sheets and product data describing operation of equipment. Detailed drawings of equipment required to meet the design criteria. A determination of equipment (electrical and other) requirements for a complete system. 2. Budget quotes for equipment and ancillary items required for a complete system from each screen equipment manufacturer. Information derived from contacting three operating installations for each screen to request information regarding installation and operation costs. 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 Services 1. Payment for services is provided in accordance with the cost described herein. PSA ENGINEERING· CITY AND J.U.B. WWTP HEADWORKS SCREEN EV AL PAGE20P8 ---PAGE BREAK--- Task A. A. I A.2 A.3 AA A.5 B. B. I B.2 B.3 2. Maximum Costs The cost for engineering services for PROJECT as described in Section I, Scope of Work, Tasks 1 through 4 is a not-to-exceed amount of fifteen thousand dollars ($15 ,000) with payment based on hourly rates provided below which shall include all fixed fees (profit), overhead, and direct costs: Task Principal Project Design Drafting & Clerical Expense Task Mana9er Enginee Engin Tech Totals Screen Evaluation Kick-off meeting and report review 4 12 4 4 2 Update existing treatment plant 8 information Screen evaluation 8 8 $3,275 Screen evaluation summary meeting 4 12 8 4 Technical memorandum 4 8 16 4 Subtotal 12 40 12 36 10 $3,275 $15,000 Additional Services Prepare procurement documents Prepare detailed plans and AS REQUESTED BY CITY - SCOPE AND BUDGET specifications Prepare complete bidding p_ackage TO BE NEGOTIATED IF NEEDED Grand Total 12 40 12 36 I 10 $3,275 $15,000 Bills submitted to CITY by ENGINEER shall list individual performing work and description of work performed. Bills shall be submitted on a basis to the City Engineer for approval and payment. Payment is due upon receipt of ENGINEER's statement(s). 3. CITY and ENGINEER may mutually agree to re-allocate task funding, providing the "not to exceed price" described in Section II B. 2. is unchanged. PSA ENGINEERING- CITY AND J.U.B. WWTP HEAD WORKS SCREEN EV AL PAGE301'& ---PAGE BREAK--- SEC TION III: Schedule of Completion TA SK C OMPLETION TIME Notice to proceed Kickoff meeting 14 calendar days after notice to proceed Preliminary results summary meeting 30 calendar days after kickoff meeting Technical memorandum 15 calendar days after receiving comments from CITY on the final summary meeting SEC TION IV: A. Termination of Agreement This Agreement may be terminated 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 termination date, including direct expense and including a percentage of the fixed fee based upon the work completed. All working Drawings shall become the property of, and shall be surrendered to, CITY. Reuse of said property shall be without liability to ENGINEER. 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 described in Section I. B. to ENGINEER supporting this work. 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 profession engineers. PSA ENGINEERING-CITY AND J.U.B. WWTP HEADWORKS SCREEN EV AL PAGE40F 8 ---PAGE BREAK--- 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. Standard of Care ENGINEER intends to render its services under this AGREEMENT in accordance with generally accepted professional practices for the intended use of PROJECT and makes no other warranty either expressed or implied. G. 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 One Miilion Doilars ,000,000), and said insurance 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. H. 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. I. Indemnification ENGINEER agrees, to the fuilest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the errors and/or omissions 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. PSA ENGINEERING· CITY AND J.U.B. WWTP HEADWORKS SCREEN Ev AL PAGE 5 OF 8 ---PAGE BREAK--- J. 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. K. 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 it, 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. L. 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. M. 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. N. Nothing in this AGREEMENT is intended to or shall prohibit ENGINEER from being awarded the contract, if any, for design engineering, and/or construction of the WWTP headworks screen PROJECT, nor is this AGREEMENT intended to or shall it guarantee or give advantage to ENGINEER in bidding or being awarded such work. 0. Designated Representatives. The designated representatives for this AGREEMENT are as follows: CITY David Richardson Interim WWTP Supervisor PSA ENGINEERING- CITY AND J.U.B. WWTP HEAD WORKS SCREEN Ev AL ENGINEER Cory R. Baune Project Manager PAGE60F 8 ---PAGE BREAK--- All correspondence and coordination will be through these individuals. 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. P. 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. Q. 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. Any use or reuse of said property for other than the intended PROJECT shall be at the sole risk of CITY without liability or legal exposure to ENGINEER. R. Non-discrimination. ENGINEER 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 J-U-B Engineers, Inc. By Cl. Cory R. Baune, Project Manager DATED thisay of t\=rv; I PSA ENGINEERING- CITY AND J.U.B. WWTP HEADWORKS SCREEN EVAL CITY City of Moscow, Idaho '2009. PAGE 7 or8 ---PAGE BREAK--- STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) ACKNOWLEDGMENT On this \3 day of , 2009, before me, a Notary Public in and for said State, appeared Cory R. Baune, known to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representative for J-U-B Engineers, Inc. PSA ENGINEERING- CITY AND J.U.B. WWTP HEADWORKS SCREEN EVAL N=ate of idaho Residing at tv\OSLovV My commission expires JUN\..t 101 Wll PAGE 8 OF 8