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AGREEMENT FOR PERSONAL SERVICES FOR DESIGN AND CONSTRUCTION MONITORING OF CITY OF MOSCOW SLUDGE DEWATERING FACILITIES THIS AGREEMENT, made and entered in to this 3rd day of January 199 by and between the CITY OF MOSCOW, IDAHO, a municipal corporation of Idaho (hereinafter referred to as THE OWNER), and KIMBALL ENGINEERING, P.A. (hereinafter referred to as THE ENGINEERS) WITNESSETH: WHEREAS THE OWNER intends to construct sludge dewatering facilities (hereinafter referred to as THE PROJECT). THE ENGINEERS agree to perform the various personal professional services required for the design of THE PROJECT and construction monitoringof THE PROJECT. NOW, THEREFORE, it is agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: · SECTION I: THE ENGINEERS shall furnish the following Design Engineering Services for Sludge Dewatering Facilities: Prepare Plans and Specifications and Bidding Documents for sludge dewatering facilities utilizing a 1.5 meter belt filter press. Facility shall include polymer feed system, concrete block building or other design approved by the City, a Serpentix type conveyor, utility water wash system, yard piping, electrical/instrumentation, sludge feed pumps (including one grinder), plans for a truck bed for hauling sludge utilizing the existing truck, and a pole-type building for covering winter sludge storage. Coordinate design with City of Moscow staff and IDEQ. Agreement for Personal Services Page 1 ---PAGE BREAK--- SECTION II: THE ENGINEERS shall furnish the following bidding and construction monitoring services: A. General Compliance Services THE ENGINEERS shall comply with and assist THE OWNER in requiring all Contractors and subcontractors employed in the completion of THE PROJECT to comply with all applicable Federal, State and local laws. B. Services During the Bidding and Award Phase 1. Provide twenty (20) sets of biddable Plans and Specifications. Assist THE OWNER in advertising for Bids and distribution of Bidders' Information for each phase of THE PROJECT. 2. Prepare and issue Addenda required to clarify the Plans and Specifications. 3. Assist at the Bid Opening, review Bids as received, assist in resolving Bidding informalities or irregularities, prepare Bid Summary and distribute same to all Plan Holders and regulatory agencies, analyze Bids and make recommendations to THE OWNER. 4. Prepare the Construction Contract Agreements for review and approval of THE OWNER, submit copies of the contract for award to the various approving agencies for their review and approval, and give general assistance to all Contract award proceedings (including preparing the Contractor's Notice to Proceed, to be executed by THE OWNER). 5. Furnish THE OWNER with up to eight sets of Plans and Specifications, including contract Documents, for the contractor's use to implement construction. C. Services to Determine the Intent of Contract Documents THE ENGINEERS shall consult with THE OWNER to ascertain the design intent of THE PROJECT Contract Documents, Plans and Specifications, including Agreement for Personal Services Page2 ---PAGE BREAK--- applicable project requirements as reflected in the standard terms and conditions and the special conditions of the Contract Documents. D. Services During the Construction Phase 1. Interpretation of the Contract Drawings and Specifications, including the preparation of elementary sketches if required to clarify design details or make minor revisions. 2. Review and Comment on Shop Drawings. Review and process all mechanical, civil, structural and electrical Shop Drawings for substantial conformity with the intent of the Contract Plans and Specifications. A complete set of all reviewed Shop Drawings will be supplied at the completion of THE PROJECT. Corrections or comments on the Shop Drawings during this review do not relieve the Contractor from compliance with requirements of the Drawings and Specifications. This check is only for review of general conformance with the design concept of THE PROJECT and general compliance with the information given in the Contract documents. The Contractor is responsible for: Selecting fabrication processes and techniques of construction, coordinating his work with that of all other trades, and performing his work in a safe and satisfactory manner. 3. Assisting in final inspection, testing, startup and training: Make final walk through inspection and provide a punch list for construction completion. 4. Prepare As-built Drawings. THE ENGINEERS and Contractor shall maintain an up-to-date set of Drawings which reflects all additions, deletions and revisions to the design. After THE PROJECT has been completed, the original Drawings shall be changed to show As-built conditions, with two copies submitted to THE OWNER, and one copy to IDHW. One set of reproducible copies of the final Plans shall be furnished to THE OWNER. 5. Participate in a pre-construction conference on the construction site prior to Contractor mobilization. 6. Update wastewater treatment plant Operation and Maintenance Manual for the new dewatering facility. Three copies of the final O&M Manual will be provided to THE OWNER. Agreement for Personal Services Page3 ---PAGE BREAK--- 7. Provide sixteen (16) hours of operation maintenance training. E. Perform Construction Monitoring Activities as follows: 1. THE ENGINEERS will direct their efforts toward determining that the completed PROJECT will conform to the Plans and Specifications, but THE ENGINEERS shall not be responsible for the means, methods, techniques, or procedure of construction selected by the Contractor(s) or the safety precautions and programs incident to the work of Contractor(s), or for any failure of Contractor(s) to comply with laws, ordinances, rules or regulations applicable to the construction work. However this paragraph shall not serve to reduce or relieve ENGINEERS of its responsibility to inform the OWNER of any conditions which, in the ENGINEERS' opinion are not in compliance with the Contract documents, design or applicable laws, ordinances, rules or regulations, or which are deemed by the ENGINEERS to be unsafe. The parties recognize that the Contractor(s) is/are responsible for insuring that construction is in accordance with the Plans and Specifications. The ENGINEERS shall immediately report any deficiencies in construction to THE OWNERS. 2. Notwithstanding any inferences, references or omissions to the contrary contained within this Proposal, THE OWNER understands that THE ENGINEERS shall not direct any Contractor(s), subcontractors, etc. at the job site. THE ENGINEER'S duties relative to field observations shall be understood to amount to monitoring only, in accordance with the requirements as set forth under codes of various municipal, State and other regulatory bodies; and it is hereby agreed that THE ENGINEERS shall assume no obligation for any acts, errors or omissions of parties other than THE ENGINEERS. 3. Initiate clarifications, and approve construction revisions. 4. Maintain an up-to-date set of as-built Drawings which reflects all additions, deletions and revisions to the design. 5. Mill and shop inspection of manufactured and fabricated items where necessary. 6. Prepare a brief report prior to the end of the first year describing the performance of the facilities in relationship to the design. Agreement for Personal Services Page4 ---PAGE BREAK--- A. Independent Contractor SECTION III: The Contracting parties warrant by their signature that no employer-employee relationship is established between the Engineers and the City by the terms of this contract. It is understood by the parties hereto that the Engineers is an independent contractor and as such neither it nor its employees, if any, are employees of the City for purposes of tax, retirement system, or social security (FICA) withholding. B. Fees and Conditions for Consulting Services 1. Payment for services is provided in accordance with the cost described in the following Section III B 2. 2. Maximum Costs a. Section I - Design. The cost for Engineering Services as described in Section I, Sludge Dewatering Facilities, is a lump sum of $80,000. Fees include Fixed Fee (Profit), overhead and indirect costs. Costs assume bidding by March 15, 1994. The cost cannot be exceeded without prior approval from the City. The fee may only be increased if there is a scope change. If the belt filter press is piggybacked on the existing Hayden Area Regional Sewer Board project, the design fee shall be reduced by $5,000. b. Section II - Construction Monitoring Services. Payment shall be based on the hourly rates provided below, which shall include all Fixed Fees (Profit), overhead and indirect costs: 1994 Hourly Rate Schedule Project/Principal Engineer Design Engineer II Engineer I Technician Agreement for Personal Services PageS $75/hr $62/hr $52/hr $37/hr ---PAGE BREAK--- Bills 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. 3. Additional Services Costs A mutually agreed fee for any additional services shall be negotiated. C. Time of Completion Design Services shall begin upon receipt of Notice to Proceed, with completion of 90% Plans in ninety (90) days and fmal Plans fourteen (14) days after receiving comments from IDHW and the City. SECTION IV: A. Termination of Agreement This Agreement may be terminated by THE ENGINEERS upon thirty (30) days written notice, should THE OWNER fail to substantially perform in accordance with its terms through no fault of THE ENGINEER. THE OWNER may terminate this Agreement with thirty (30) days notice without cause and without further liability to the Engineers except as designated by this section. In the event of termination, THE ENGINEERS 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, THE OWNER. B. Extent of Agreement This Agreement may be amended only by written instrument signed by both parties hereto. C. Data of Record THE OWNER shall make available to THE ENGINEERS all technical data of record in THE Owner's possession, including maps, surveys, borings and other information required by THE ENGINEERS relating to this work. Agreement for Personal Services Page6 ---PAGE BREAK--- D. Qualified Estimates of Cost The estimates of cost for THE PROJECT herein are to be prepared by THE ENGINEERS through exercise of their experience and judgment in applying presently available cost data; but it is recognized that THE 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 costs estimates as a result of these described factors. Nothing in this paragraph shall serve to release or relieve THE ENGINEERS from exercising the skill, care and professional judgment exercised by similarly situated professional engineers. E. THE ENGINEERS' Evaluation of Subsurface Conditions In solid rock investigation work and in determining subsurface soils conditions for THE PROJECT, the characteristics may vary greatly between successive test points and sample intervals. THE ENGINEERS will coordinate this work in accordance with generally accepted soils engineering practices and make no other warranties, expressed of implied as to the professional advice furnished by others. Nothing in this paragraph shall serve to release or relieve THE ENGINEERS from exercising the skill, care, and professional judgment exercised by similarly situated professional engineers. F. Termination of THE PROJECT If any portion of THE PROJECT covered by this Agreement shall suspended, abated, abandoned or terminated, THE OWNER shall pay THE 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 the 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. G. THE OWNER'S Responsibility for Special Costs and Rights-of-Way THE OWNER shall pay for all costs for obtaining licenses and permits that may be required by local, State and Federal authorities; and shall be responsible for securing necessary land, easements, and right-of-way where applicable. Agreement for Personal Services Page 7 ---PAGE BREAK--- H. The ENGINEER'S Errors and Omissions Insurance In performance of professional services, THE 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 THE ENGINEERS' services. Should THE ENGINEERS or any of THE ENGINEERS' agents or employees be found to have been negligent in performance of professional services from which THE OWNER sustains damage, THE ENGINEERS have obtained Errors and Omissions Insurance in the amount of Five Hundred Thousand Dollars ($500,000), and said insurance shall be held active for a one year (minimum) period from the date of completion of THE PROJECT. THE OWNER shall receive notice of any pending termination of said insurance. I. THE ENGINEERS' Additional Insurance THE 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 THE ENGINEERS shall cause the City to be named as an additional insured undersaid policy. J. Indemnification THE ENGINEERS waives any all claims and recourse against the City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to THE ENGINEER'S performance of this Contract except for liability arising out of the sole negligence of the City or its officers, agents or employees. Further, the ENGINEERS shall indemnify, hold harmless, and defend the City against any and all claims, demands, damages, costs, expenses or liability arising out of the ENGINEER'S performance of this Contract except for liability arising out of the sole negligence of the City or its officers, agents or employees. Agreement for Personal Services Page8 ---PAGE BREAK--- K. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the terms and conditions of this contract, the prevailing party is entitled to recover reasonable attorneis fees and other costs and expenses, whether the same are incurred with or without suit. L. Jurisdiction and Venue It is agreed that this Contract 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. M. Binding of Successors THE OWNER and THE ENGINEERS each bind themselves, their partners, successors, assigns and legal representative s 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. N. Modification and Assignability of Agreeement This Contract contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party are valid or binding unless contained herein. This Contract may not be enlarged, modified or altered except upon written agreement signed by the parties hereto. The 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 the City of Moscow. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Contract as if named specifically herein. 0. OWNER'S Representatives THE OWNER shall designate a representative authorized to act in behalf of THE OWNER. 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. Agreement for Personal Services Page 9 ---PAGE BREAK--- P. Conflict of Interest THE ENGINEERS covenants that it presently has no interest and will not acquire any interest, direct or indirect, in THE PROJECT which would conflict in any manner or degree with the performance of its services hereunder. The ENGINEERS further covenants that, in performing this Contract, it will employ no person who has any such interest. Q. Services Requiring Supplemental Authorization The services outlined hereinafter shall only be provided by THE ENGINEERS when requested and authorized in writing by THE OWNER. Such authorization shall also state the negotiated amount and method of compensation by THE OWNER. When authorized to proceed, THE ENGINEER will: 1. Re-design any or all of the facilities or re-design any component previously approved by THE OWNER. 2. Assist THE OWNER in resolving disputes over claims, bankruptcy, court proceedings or default of the Contractor. 3. Assist THE OWNER as a result of fire, flood, acts of God, and similar causes through no fault of THE ENGINEERS. 4. Assist or extend services as a result of strikes, walkouts, and other labor disputes; and including acts relating to settlement of minority group problems. 5. Provide all other specialty consulting or other miscellaneous services not enumerated in this Contract and as may be required by THE OWNER. 6. Work with archaeologists as may be required to avoid problems associated with archaeological findings within THE PROJECT area. 7. Meet with representatives of the various agencies involved in THE PROJECT in excess of meetings stipulated elsewhere in this Agreement when requested to do so by THE OWNER. Agreement for Personal Services Page 10 ---PAGE BREAK--- 8. Assist THE OWNER in the acquisition of rights-of-way and easements for THE PROJECT, and including property surveys and descriptions for design surveying work. 9. Prepare documents for and appear before courts and boards on matters of litigation related to THE PROJECT. 10. Provide additional services as may be required in the event of delinquency or insolvency of the contractor, suspension of work, damage to the construction site by fire, flood or other natural disaster. Provide assistance as may be required in the event of strikes, walkouts or other acts of trade or labor unions. R. Changes in Regulations THE ENGINEERS are to perform their work under the current Federal, State and local laws and regulations in full force and effect at the date of this Agreement. In the event that THE ENGINEERS are requested or directed to perform work, or amend work previously accomplished, due to unforeseen or unanticipated changes or additions to current laws or regulations, such work shall be deemed a change in scope of the work and shall be cause to amend Section 1112 of this Agreement in respect to Maximum Cost. by mutually agreeable amounts commensurate with the change in conditions. S. Special Provisions 1. Ownership and Publication of Materials All reports, information, data, and other materials prepared by the ENGINEERS pursuant to this Contract shall be the property of the 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 contract 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 the City. Agreement for Personal Services Page 11 ---PAGE BREAK--- 2. Nondiscrimination THE 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, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. THE ENGINEERS KIMBALL ENGINEERING Agreement for Personal Services Page 12 THE OWNER THE CITY OF MOSCOW, IDAHO By y Paul C. Agidius, Mayor ATTEST: Elaine Russeii,Ci)fete;k Dated this H> day of ,199-1-. ---PAGE BREAK--- NOTICE OF PERSONAL SERVICES CONTRACT NOTICE IS HEREBY GIVEN that the City Council of the City of Moscow, Idaho has entered into a personal services contract with Kimball Engineering, P.A. for Design and Construction Monitoring of City of Moscow Sludge Dewatering Facilities. The cost for Engineering Services is a lump sum of $80,000. The personal services agreement is on file in the office of the City Clerk and is available for inspection during regular business hours. The above notice is published as required by Idaho Code 59-514 this 29th day of January, 1994. Elaine Russell, City Clerk PUBLISH: January 29, 1994. ---PAGE BREAK--- Affidavit of Publication STATE OF IDAHO County of Latah ss. Lorraine Hudson Legal Clerk the same being the dates desig-nated ionAt:t: · On thY l ay of b in the year of / q1 , before me, a Notary Public, personally appeared Lorraine Hudson known or identif18d ID me 10 be the petSOn whose name suoocribed to the within instrumenZ and being tlf me first duly sworn, declared that the statements !herein are true, and acknowledged 10 m that he executed the same. NOTICE OF PERSONAL SERVICES CONTRACT NOTICE IS HEREBY GIVEN that the City Council of the City of Mos cow, Idaho has entered into a per sonal services contract with Kimball Engineering, P.A. for Design and Construction Monitoring of City of Moscow Sludge Dewatering Facili ties. The cost for Engineering Serv ices is a lump sum of $80,000. The personal services agreement - is on file in the office of the City Clerk and is available for inspection during regular business hours. The above notice is published as required by Idaho Code 59-514 this 29th day of January, 1994. Elaine Russell, City Clerk January 29, 1994