Full Text
AGREEMENT FOR PROFESSIONAL ENGINEERING DESIGN SERVICES RELATED TO PROVIDING EMERGENCY POWER AND VARIABLE FREQUENCY CONTROL TO CITY OF MOSCOW WELL #9 THIS AGREEMENT FOR PROFESSIONAL ENGINEERING DESIGN SERVICES RELATED TO PROVIDING EMERGENCY POWER AND VARIABLE FREQUENCY CONTROL TO CITY OF Iv,1.0S OW WELL #9 (hereinafter "Agreement"), is made and entered into this J 2 day of -J lL 2014, by and between the City of Moscow, Idaho, a municipal corporation of the St e of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and AEI Engineering, Inc., 1910 Northwest Boulevard, Suite 201, Coeur d'Alene, Idaho, 83814 (hereinafter "ENGINEER"). W I T N E S S E T H : WHEREAS, CITY desires to affect improvements to City of Moscow Well to include an emergency electrical power supply and a variable frequency controller (VFC) (hereinafter "PROJECT"); and WHEREAS, CITY has determined that AEI Engineering, Inc., 1s 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 goals of the PROJECT. ENGINEER will gather record information and will perform field investigations. ENGINEER will prepare seventy five percent (75%) cost estimates for CITY's review and confirmation of the scope and content of the PROJECT. ENGINEER will prepare plan and specification documents for the bidding process for the PROJECT. ENGINEER will answer questions from potential bidders and will assist during the construction phase of the PROJECT, including review of submittal documents and drawings. ENGINEER PROFESSIONAL SERVICES AGREEMENT-AEI ENGINEERING. PAGE 1OF8 Zo\L\-'-12- ---PAGE BREAK--- will conduct site visits, will review bidders' operation and maintenance (O&M) manuals, and will provide record drawings. A. ENGINEER Tasks and Deliverables 1. Pre-Design Phase Tasks a. Participate in an initial PROJECT engineering meeting with City; b. Conduct site visit to evaluate and field verify existing conditions and equipment; and c. Perform electric utility coordination. 2. Design Phase Tasks a. Prepare+/- seventy five percent (75%) bid documents for review; b. Review such documents with CITY; c. Finalize plans and specifications; and d. Finalize Project construction cost estimate. 3. Assistance During Bid Phase a. Answer questions from bidders; b. Prepare addenda to bid documents as necessary; and c. Assist evaluation of bids received. 4. Assistance During Construction Phase a. Review submitted drawings and data; b. Conduct site visits and confirm compliance with bid documents; c. Review bidder's operation and maintenance manuals; and d. Prepare record drawings. B. Standards ENGINEER shall perform this work in accordance with the applicable sections of the following standards organizations during the design of this PROJECT: NFP A No. 70 - National Electrical Code (NEC) Instrumentation Society of America (ISA) National Electrical Manufacturers Assoc. (NEMA) Underwriters Laboratories (UL) Institute of Electrical and Electronics Engineers (IEEE) American Water Works Association (A WW A) C. Schedule ENGINEER shall begin work on PROJECT upon notice to proceed. D. 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. 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 PROFESSIONAL SERVICES AGREEMENT-AEI ENGINEERING. PAGE20F8 ---PAGE BREAK--- invoice. Invoices will be due and payable when received. A one and three quarters percentage ( 1. 7 fee may be added to the invoice after sixty ( 60) days. E. CITY Deliverables 1. CITY shall provide to ENGINEER, in relationship to the PROJECT, all necessary documents, permits, permissions, and authorities to complete the PROJECT as described; 2. CITY shall give ENGINEER reasonable access to the Well #9 site and well house; 3. CITY shall sign off on final documents, after approval by CITY's Public Works Director; 4. CITY shall cause the PROJECT to be bid. It will also administer the PROJECT and inspect all construction work; and 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 II.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 Twenty Six Thousand Seven Hundred Thirty Three and Ninety-five Cents ($26,733.95) 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 Water Wastewater Manager for approval and payment. 4. Payment is due upon receipt of ENGINEER's statement(s), in accordance with CITY's regular payment processes. SECTION III: 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 the termination date, including direct expense and including a percentage of the fixed fee based PROFESSIONAL SERVICES AGREEMENT- AEI ENGINEERING. PAGE3 OF8 ---PAGE BREAK--- 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 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 PROFESSIONAL SERVICES AGREEMENT-AEI ENGINEERING. PAGE40F8 ---PAGE BREAK--- ($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 ofldaho. 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 ofldaho, 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. 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 PROFESSIONAL SERVICES AGREEMENT-AEI ENGINEERING. PAGES OF8 ---PAGE BREAK--- 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 AEI Engineering, Inc. DA TED this _Ls_ day of ::f«.A..iu \ PROFESSIONAL SERVICES AGREEMENT-AEI ENGINEERING. CITY City of Moscow, Idaho By& Bill Lambert, Mayor ATTEST: '2014. PAGE60F8 ---PAGE BREAK--- STATE OF IDAHO ) iJ L . ) SS. County or:fy00107;;vt ) ACKNOWLEDGMENT On this I & f0 day of Ju/ it , 2014, before me, a Notary Public in and for said State, appeared Raymond J. W ins, President, known to me to be the person named above and acknowledged that he executed the foregoing document as a duly authorized representative for AEI Engineering, Inc. PROFESSIONAL SERVICES AGREEMENT-AEI ENGINEERING. PAGE70F8 ---PAGE BREAK--- ENGINEERING FEE ESTIMATE Client City of Moscow Water Department Address 201 North Main Street City Moscow Phone (208) 883-7107 Project Well 9 Stand-by Power and Controller Upgrade Description of Tasks Task 1 Project Management 1.1 Project correspondence, meetings, and status reports Task 2 Prellminary Design Tasks 2.1 Load Calculations and Utility Coordination 2.2 Initial Site Visit and Scoping Meeting 2.3 Develop preliminary transformer, generator connection, and ductbank location Task 3 Final Design Tasks 3.1 Sheet E1 - Electrical Legend and Notes 3.2 Sheet E2 - Overall Site Plan 3.3 Sheet E3 - Well Site Electrical One-Line Diagrams, Elevations & Schedules 3.4 Sheet E4 - Well Area Power and Control Plan 3.5 Sheet E5 - Wiring Diagrams 3.6 Sheet E6 -WWTP Site Electrical One-Line Diagrams, Elevations & Schedules 3.7 Sheet E7 - Generator Area Power and Control Plan 3.8 Sheet ES - Wiring Diagrams 3.9 Sheet E9-10 - Electrical Details 3.10 Prepare Project Specifications 3.11 Construction Cost Estimate 3.12 QA/QC Task4 Bid and Construction Management 4.1 Advertisement 4.2 Produce and Distribute Bid Documents 4.3 Answer questions from Bidders 4.4 Prepare Addenda as required 4.5 Project correspondence, pay requests, and status reports 4.6 Contractor Questions and RFl's 4.7 Submittal Review 4.8 Site lnspectionNisils/Commissioning/Punch-lists 4.9 0 & M review 4.10 Record Drawings Total Hours Reimbursable Expense Details: Mileage/Travel Reproduc1ble.s Misc. Total Expenses AEI ENGINEERING. EXHIBIT"A" .1038 w. IMvidllft I C