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AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES FOR SOUTHWEST SEWER TRUNK LINE PHASE V BETWEEN CITY OF MOSCOW, IDAHO AND J-U-B ENGINEERS, INC. THIS AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES FOR SOUTHWEST SEWER TRUNK LINE PHASE V BETWEEN CITY OF MOSCOW, IDAHO AND J-U-B ENGINEERS, INC. (hereinafter "AGREEMENT"), is made and entered into this day of h)o\lC? vvVJ..Q(' 20 I 6, by and between the City of Moscow, Idaho, 206 East Third Street, Moscow, Idaho, 83843, a municipal corporation of the State of Idaho (hereinafter "CITY"), and J-U-B ENGINEERS, Inc., 1630 23rd Avenue, Suite 1101-A, Lewiston, Idaho, 83501 (hereinafter "ENGINEERS"). WI T N E S S E T H: The parties hereto wish to agree regarding the Scope of Services as set forth below: WHEREAS, ENGINEERS agree to complete Scope of Services described herein as providing professional engineering and surveying services to design and manage the Southwest Sewer Trunk Line Phase V construction project (hereinafter "the Project") which shall conform to Idaho Department of Environmental Quality (DEQ) and City of Moscow standards; NOW THEREFORE, be it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: ENGINEERS shall furnish all of the following engineering services for the Project as described by task and title in Scope of Services: SECTION I: SCOPE OF SERVICES ENGINEER shall provide CITY all of the complete tasks as described in Exhibit and Exhibit attached hereto and incorporated fully into this AGREEMENT by reference. CITY shall provide ENGINEERS the following: Items identified in Exhibit SECTION II: A. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between ENGINEERS and CITY by the terms of this AGREEMENT. It is AGREEMENT FOR PROFESSIONAL SERVICES SW SEWER PHASE V; JUB AND CITY PAGE I OF 6 ---PAGE BREAK--- understood by the parties hereto that ENGINEERS are independent contractors and as such neither they nor their 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. Task 1 through Task 5 - The cost for ENGINEERING Services for the Project, as described in Scope of Services - Exhibit Task 1 through Task 5, is a not-to-exceed amount of One Hundred Sixty Eight Thousand Nine Hundred Ninety Dollars ($168,990). Details related to such fee are provided in Exhibit attached hereto and incorporated fully into this AGREEMENT by reference. ENGINEERS and CITY may mutually agree in writing to expand the Scope of Services applying hourly rates and expenses as the basis for compensation. ENGINEERS' invoices shall list the individual performing any work and a description of work performed by task and degree of completion. ENGINEERS' invoices shall be submitted on a basis to CITY for approval and payment. Payment is due upon receipt of ENGINEERS' statement(s). If payment is not received in forty five ( 45) days of receipt of invoice, ENGINEER may charge interest at a rate of one percent (1 % ) per month on any unpaid balances. SECTION III: A. Termination of AGREEMENT This AGREEMENT may be terminated by ENGINEERS upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of ENGINEERS. CITY may terminate this AGREEMENT upon thirty (30) days' written notice without cause and without further liability to ENGINEERS except for payment as designated by Section 111.E. All working drawings shall become the property of, and shall be surrendered to CITY pursuant to Section III.O. Reuse of working drawings from the Project by CITY shall be without liability or legal exposure 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 ENGINEERS all technical data of record in CITY's possession, including maps, surveys, water quality data and other information described in Scope of Services, to support this work. AGREEMENT FOR PROFESSIONAL SERVICES SW SEWER PHASE V; JUB AND CITY PAGE2 OF 6 ---PAGE BREAK--- D. Qualified Estimates of Cost The estimates of cost for the Project herein are to be prepared by ENGINEERS through exercise of their experience and judgment in applying presently available cost data; it is recognized that ENGINEERS have no control over cost of labor and materials, or over competitive bidding procedures and market conditions so that they cannot warrant the Project construction costs will not vary from their cost estimates. Nothing in this paragraph shall serve to release or relieve ENGINEERS from exercising the skill, care, and professional judgment exercised by similarly situated professional engineers. E. Termination of the Project If any portion of the Project covered by this AGREEMENT shall be suspended, abated, abandoned or terminated, CITY shall pay ENGINEERS 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. ENGINEERS Errors and Omissions Insurance In performance of professional services, ENGINEERS 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 ENGINEERS' services. Should ENGINEERS or any of ENGINEERS' agents or employees be found to have been negligent in the performance of professional services from which CITY sustains damage, ENGINEERS liability plus cost and fees of litigation shall be limited to One Million Dollars ($1,000,000). ENGINEERS shall obtain Errors and Omissions insurance coverage in the amount of One Million Dollars ($1,000,000), and said insurance shall be held active for two year (minimum) period from the date of completion of the Project. CITY shall receive notice of any pending termination of said insurance within thirty (30) days of first notice to ENGINEERS. G. ENGINEERS Additional Insurance ENGINEERS 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 ENGINEERS shall cause CITY to be named as an additional insured under said policy. H. Indemnification ENGINEERS agree, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of ENGINEERS in the performance of professional services under this AGREEMENT, to the extent that ENGINEERS are responsible for such damages, liabilities and costs on a comparative basis AGREEMENT FOR PROFESSIONAL SERVICES SW SEWER PHASE V; JUB AND ClTY PAGE3 OF 6 ---PAGE BREAK--- of fault and responsibility between ENGINEERS and CITY. ENGINEERS shall not be obligated to indemnify CITY for CITY's negligence. CITY agrees, to the fullest extent permitted by law, to indemnify and hold harmless ENGINEERS against damages, liabilities and costs arising from the negligent acts of CITY in the performance of professional services under this AGREEMENT, to the extent that CITY is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between ENGINEERS and CITY. 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 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. K. Binding of Successors CITY and ENGINEERS each bind themselves, their partners, subconsultants (if any), 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. Modifications and Assignability of AGREEMENT This AGREEMENT contains the entire agreement between the parties concerning the 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. ENGINEERS 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. M. Project Representatives CITY and ENGINEERS hereby designate their authorized representatives to act on their behalf with respect to the services and responsibilities under this AGREEMENT. The following designated representatives are authorized to receive notices, transmit information and make decisions regarding the Project on behalf of their respective parties, except as expressly limited herein. These representatives are not authorized to alter or modify the terms and conditions of this AGREEMENT, except as otherwise provided herein. AGREEMENT FOR PROFESSIONAL SERVICES SW SEWER PHASE V; JUB AND CJTY PAGE4 OF 6 ---PAGE BREAK--- For the CITY: Name: Kevin Lilly Address: P 0 Box 9203 Moscow, ID 83843 E-mail Address: [EMAIL REDACTED] For the ENGINEERS: Name: Cory R. Baune Address: 1630 23rd Ave. Suite 1101-A Lewiston, ID 83501 E-mail Address: cbaun @lub.com Work Telephone: Fax Telephone: Work Telephone: Fax Telephone: (208) 883-7025 (208) 883-7033 (208) 746-9010 (208) 746-9926 In the event any changes are made to the authorized representatives or other information listed above, CITY and ENGINEERS agree to furnish each other timely, written notice of such changes. N. Conflict of Interest ENGINEERS covenant that they presently have no interest and will not knowingly acquire any interest, direct or indirect, in the Project which would conflict in any manner or degree with the performance of services hereunder. ENGINEERS further covenant that, m performing this AGREEMENT, they will employ no person who has any such interest. 0. Ownership and Publication of Materials Documents of service to the Project prepared by ENGINEERS 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 documents 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. ENGINEERS shall be permitted to retain copies including reproducible copies of the drawing specifications and other documents for information, reference and use on other work or for additions to this work. Such documents are not intended or represented to be suitable for reuse by other extensions of the work or any other work. Reuse of the documents shall be at the sole risk of CITY and without liability or legal exposure to ENGINEERS. CITY shall indemnify and hold harmless ENGINEERS from all claims, damages, losses and expense including attorney's fees arising out of or resulting from reuse of the documents. P. Non-discrimination ENGINEERS 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, genetic information, or national origin. AGREEMENT FOR PROFESSIONAL SERVICES SW SEWER PHASE V; JUB AND CJTY PAGES OF 6 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the date indicated above. ENGINEERS :-QrnEEc. L Cory R. Baune, Arei Manager J-U-B ENGINEERS, Inc. DATED this:20 day oi\y , 2016 CITY City of Moscow, Idaho ACKNOWLEDGMENT STATE OF IDAHO COUNTY OF c/.cclc'-'h.J AGREEMENT FOR PROFESSIONAL SERVICES SW SEWER PHASE V; JUB AND CITY ) ) SS. ) PAGE6 OF 6 ---PAGE BREAK--- City of Moscow, Idaho Southwest Sewer Trunk Line Project Phase V Scope of Services - Exhibit A -related meetings and Substantial Completion, final payment, and other inspections. 3. Give prompt written notice to J-U-8 whenever CLIENT observes or otherwise becomes aware of any development that affects the scope or time of perfonnance or furnishing of J-U-B's Services, or any defect or nonconformance in J-U-B's Services or in the Work of any contractor. 4. Render all final decisions related to: 1) changes or modifications to the terms of the construction contract, 2) acceptability of the Work, and 3) claims or Work stoppages. 5. Unless included in J-U-8 Scope of Seivices, provide construction staking and materials testing services for the project. INDEMNIFICATION In addition to any other limits of indemnWication agreed to between the Parties, CLIENT agrees to indemnify and hold harmless J-U-6, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages (1ncluding but not limited ID all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitraUon or other dispute resolution costs) ar1slng out of or relating to the performance of the Work. This is to Include, but not to be limited to any such claim, cost, loss, or damage that is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom to the extent caused by any negligent act or omission of contractor, any subcontractor, any supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work or anyone for whose acts any of them may be liable, as well as any general, special or other economic damages resultant from Work stoppages or delays that are caused in whole or part by J-U-B's exercise of the rights and duties as agreed herein (Construction Phase Services). CLIENT agrees that CLIENT will cause to be executed any such agreements or contracts with contractors, subcontractors or suppliers to effectuate the Intent of this part before any Work is commenced on the Project; if CLIENT negligently fails IQ do so, CLIENT agrees to fully indemnify J-U-6 from any liability resulting therefrom, to include, but not to be limited to, all costs relating to tendering a defense to any such claims made. J..U-8 Agreement ror Pro!9sslonal Services standard Exhibit 8 - Construction Phase Services (REV 1109) Page B-S EXHIBITS PAGE 12 0F 14 ---PAGE BREAK--- :oѕlil Task 1 - Sewer Final Design 1.01 Modify Alignment Sta. 7+50 to Sta. 12+42 1.02 Update Construction Plans from previous phase 1.03 Update Construction Specifications from previous phase 1.04 Preparation & Review Workshop with City - Project Re-kickoff 1.05 Final Plans and Contract Documents (95% to 1000/o) incorporating information provided from Review Workshop 1.06 Bid Set Plans and Specs 1ř07 Probable Construction Cost Estimate 2.01 QA/QC Task 2 - 6th Street Transportation Final Design 2.01 Preparation & Review Workshop with City - Project Re-kickoff SUBTOTAL 2.02 Final P1an and Contract Development from 95% to 100% incorporating information provided from Review Workshop 2.03 Probable Construction Cost Estimate 2.04 QA/QC SUBTOTAL Project Project Principal Manager Engineer 2 4 2 16 2 6 8 4 4 32 2 4 4 12 4 4.00 22.00 74.00 J-U-B ENGINEERS, Inc. 1630 23rd Avo., Suite 1101-A Lewiston, ID 83501 (208) 746-9010 EXHIBIT C City of Moscow, Idaho Southwest Trunk Sewer · Phase V d • • r"O d . r. . , . . c Drafting PLS Survey Crew Clerical 8 24 12 4 32 8 8 64.00 0.00 0.00 24.00 Toch I Subcon•ul & Observation C1CJM!n5 Task Totals 0.00 so SZ1,980 I .I ;I ,1 1 I ·I I I I 4.00 10.00 30.00 12.00 o.oo 0.00 8.00 0.00 0.00 $7.820 I DESIGN TOTALS! s.001 n.ool io•.oo! 1s.ool o.ool o.ool 32.ool o.ool o.ool $1.9.800 I ,\pn '1 ·004 Mn, f-'nn IV\l.l (J1.˛ OCM A rl n,\0:1 flruon l1nn.- f: 11 1˙ 1 6 Page 1 of2 1111..tj/mF. ---PAGE BREAK--- Project Principal Manager end Task 3 - Bidding and Construction (time and materials) 3.01 Assist with project advertisement 3.02 Answer questions and issue addenda (two addenda assumed) 3.03 Pre-Bid Conference 3.04 Open bids; review; issue award recommendation 3.05 Review agreement, bonds, and insurance documents from the successful bidder 3.06 Pre-co,struction Conference 3.07 Submittal review 3.08 Construction administration (15 weeks of construction) 3.09 On-site progress meetings (ten meetings) 3.10 Construction observation (15 weeks of construction) 3.11 and close-out paperwork 3.12 Record drawings SUBTOTAL 2 2 6 4 2 4 4 4 4 2 15 40 30 2 6.00 llS.00 Project Engineer 2 12 4 4 8 8 32 15 120 12 4 221.00 J-U-B ENGINEERS, Inc. 1630 23rd Ave., Suite 1101-A Lewiston, ID 83501 (208) 746-9010 EXHIBIT C City of Moscow. Idaho SOUthwr.it Tn.1,,Sc Sc!wcr· Phas˕ V ElOllBIT A-1 - LABOR ESTIMATE (hOUt$) Drafting PLS I Survey Crew Clerlcal 2 4 8 2 4 4 8 12 15 12 4 8 4 12 2 12.00 4.00 12.00 73.00 Tech I Subconsult. & Observation Expenses Task Totals 600 $12,000 2 1 603.00 $12,000 $123,560 Task 4 - Construction Survey 4.01 Pre-bid staking 4.02 Construction Staking (2 Sewer mobilizations} 4.03 Construction Staking (2 Transportation mobilization) f I I I I :I :I I d I SUBTOTAL 0.00 0.00 0.00 0.00 16.00 60.00 0.00 4.00 $1,000 $13,310 I B1001NG AND coNsrRuCTioN ,.oTALSI I I I I I I I I I sri6.810 I Task 5 -Additional Services 5.01 Legal Descriptions/Exhibits (Assume 2) I I 41 21 21 sl I I 41 I 2.3201 SUBTOTAL 0.00 4.00 2.00 2.00 6.00 0.00 0.00 4.00 $0 $2.3ZO Design Bidding and Construction Project Subtotal Additional Services Project Total $29,800 $136,870 $166,670 $2,320 $168,990 ,G,•d•\IU8l?.l H (l(H 1 I , a P . . . IV\l1 014 004 . ˗IO˘_ pk., V\:l ˓ , . _ 1 1 1'1 1 6 Page 2 of 2 11/H/;-()lfo