Full Text
AGREEMENT FOR PERSONAL SERVICES FOR DESIGN AND CONSTRUCTION MONITORING OF CITY OF MOSCOW HDPE SANITARY SEWER PIPELINE 1 ,r--j I i _ / THIS AGREEMENT, made and entered into this day ofifi"'"?l , 1o/.l_" by and between the CITY OF MOSCOW, IDAHO, a municipal corp0ration of (hereinafter referred to as THE OWNER), and KIMBALL ENGINEERING, P.A. (hereinafter referred to as THE ENGINEERS). WITNESSETH WHEREAS THE OWNER intends to construct approximately 1,200 feet of 24-inch diameter high density polyethylene (HDPE) sanitary sewer pipeline through Linear Park (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 monitoring of 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 24-inch HDPE sanitary sewer pipeline (approximately 1,200 feet): Prepare Plans, Specifications and Bidding Documents for 24-inch-diameter HDPE sanitary sewer pipeline through Linear Park starting near the intersection of Sweet A venue and US 95, then paralleling Paradise Creek, to the vicinity of College Street. Preliminary design will include calculation of 24-inch HDPE pipeline grades from the vicinity of Ghormley Park through Linear Park and South Couplet to a point to be determined on the Troy Highway, tying into an existing 18-inch sanitary sewer pipeline. Design will include plan/profile sheet and manhole design. If necessary because of schedule considerations, a separate bid package may be required for the procurement of the 24-inch HDPE pipe. Coordinate design with City of Moscow staff and IDEQ. Provide construction staking, inspection, testing, observation and as-built drawings. AGREEMENT FOR PERSONAL SERVICES Page 1 of 12 FoiBETTY\WPWINICONTRAC1iMOSCOW-2.CON June 18, 1996 96-40 ---PAGE BREAK--- SECTION II: THE ENGINEERS shall furnish the following Bidding and Construction Monitoring Services: A. General Compliance Services 1. 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 up to twenty (20) sets of biddable Plans and Specifications. Assist THE OWNER in advertising for Bids and distribution of Bidder's 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 1. THE ENGINEERS shall consult with THE OWNER to ascertain the design intent of THE PROJECT Contract Documents, Plans and Specifications, including applicable project requirements as reflected in the standard terms and conditions and the special conditions of the Contract Documents. AGREEMENT FOR PERSONAL SERVICES Page 2 of 12 F:IBETII'\WPWIN\CONTRACT\MOSCOW·2.CON June 18,1996 ---PAGE BREAK--- 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 to make minor revisions. 2. Review and Comment on Shop Drawings. Review and process all mechanical and civil 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 iriformation 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 and testing. 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 ( 1) 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. 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 procedures 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 AGREEMENT FOR PERSONAL SERVICES Page 3 of 12 F:\BEITY\WPWIN\CONTRACT>MOSCOW-2.CON June 18, 1996 ---PAGE BREAK--- 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 ENGINEERS' 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. SECTION ill: A. Independent Contractor 1. 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 ENGINEER 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. AGREEMENT FOR PERSONAL SERVICES Page 4 of 12 F:\BETTY\WPWIN\CONTRACnMOSCOW-2.CON June 1996 ---PAGE BREAK--- 2. Maximum Costs a. Section I - Design. The cost for Engineering Services as described in Section I , 24-inch HDPE Sanitary Sewer Pipeline, is a lump sum of $10,500, based on the following breakdown: Preliminary Engineering Design . . . . . . . . . . . . . . . . $ 3,000 (from Troy Hwy to Ghormley Park) Prepare Bid Package for Pipe (if required) . . . . . . . . . . 2,500 Prepare Plans and Specs for Construction . . . . . . . . . . . 5,000 (Plan/Profile Sheet, Detail Sheet, etc.) TOTAL $10,500 Fees include Fixed Fee (profit), Overhead and Indirect Costs. Costs assume bidding by September 1, 1996. The cost cannot be exceeded without prior approval from the City. The fee may only be increased if there is a scope change. 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: Maximum fees shall be $4,000 for CMS Fees include Fixed Fee (profit), Overhead and Indirect Costs. Costs assume bidding by September 1, 1996. The cost cannot be exceeded without prior approval from the City. The fee may only be increased if there is a scope change. 1996 Hourly Rate Schedule Project/Principal Engineer Design Engineer II Engineer I Technician AGREEMENT FOR PERSONAL SERVICES Page 5 of 12 F:\BETTY\WPWIN\CONTRACT\MOSCOW-2.CON $75/hr $62/hr $52/hr $40/hr June 1996 ---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. A mutually agreed fee for any additional services shall be negotiated. C. Time of Completion 1. Design Services shall begin upon receipt of Notice to Proceed, with completion of 100% Plans in thirty (30) days, with timely approval and comments from IDHW and the City. SECTION IV: A. Termination of Agreement 1. 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 in 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 1. This Agreement may be amended only by written instrument signed by both parties hereto. C. Data of Record 1. 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 Page 6 of 12 F:lllE1TY\WPWIN:CONTRAC1'MOSCOW-2.CON June 18, 1996 ---PAGE BREAK--- D. Qualified Estimates of Cost L 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 cost 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 1. 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 or 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 1. If any portion of THE PROJECT covered by this Agreement shall be 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 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. G. THE OWNER's Responsibility for Special Costs and Rights-of-Way 1. 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 rights-of-way where applicable. AGREEMENT FOR PERSONAL SERVICES Page 7 of 12 F:\BETTY\WPWIN\CONTRACT\MOSCOW·2.CON June 18, 1996 ---PAGE BREAK--- H. THE ENGINEERS' Errors and Omissions Insurance 1. 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 the 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 1. 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 under said policy. J. Indemnification 1. THE ENGINEERS waive any and 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 ENGINEERS' 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 ENGINEERS' performance of this Contract except for liability arising out of the sole negligence of the City or its officers, agents or employees. K. Costs and Attorney Fees 1. 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 attorney's AGREEMENT FOR PERSONAL SERVICES Page 8 of 12 F:\BETTY\WPWIN\CONTRACnMOSCOW·2.CON }WIC 18. 1996 ---PAGE BREAK--- fees and other costs and expenses, whether the same are incurred with or without suit. L. Jurisdiction and Venue 1. 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 1. THE OWNER and THE ENGINEERS 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. N. Modification and Assignability of Agreement 1. 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 rna y 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 I. 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 of 12 F:\BETIY\WPWIN\CONTRACT\MOSCOW-2.CON June 18, 1996 ---PAGE BREAK--- P. Conflict of Interest 1. TIIE 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 1. 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: a. Re-design any or all of the facilities or re-design any component previously approved by THE OWNER. b. Assist TIIE OWNER in resolving disputes over claims, bankruptcy, court proceedings or default of the Contractor. c. Assist THE OWNER as a result of fire, flood, acts of God, and similar causes through no fault of THE ENGINEERS. d. Assist or extend services as a result of strikes, walkouts, and other labor disputes; and including acts relating to settlement of minority group problems. e. Provide all other specialty consulting or other miscellaneous services not enumerated in this Contract and as may be required by THE OWNER. f. Work with archaeologists as may be required to avoid problems associated with archaeological findings within THE PROJECT area. g. Meet with representatives of the various agencies involved in TIIE PROJECT in excess of meetings stipulated elsewhere in this Agreement when requested to do so by THE OWNER. AGREEMENT FOR PERSONAL SERVICES Page 10 of 12 F:IBEITY\WPWIN\COI\"TR4.C1\MOSCOW-2.CON June 18, 1996 ---PAGE BREAK--- h. 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. i. Prepare documents for and appear before courts and boards on matters of litigation related to THE PROJECT. J. 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 1. 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 unforseen 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 III2 of this Contract in respect to Maximum Cost by mutually agreeable amounts commensurate with the change in conditions. S. Special Provisions 1. Ownership and Publication of Materials a. 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. Reuse of the documents by the City without compensation to the engineer shall release the engineer from any claims. AGREEMENT FOR PERSONAL SERVICES Page 1 1 of 12 F;\BETTY\WPW!N\CONTRAC1\MOSCOW-2.CON June 18, 1996 ---PAGE BREAK--- 2. Non-discrimination a. 1HE 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 of 12 F:\BETIY\WPWIN\COI\'TRACT\MOSCOW-2.CON THE OWNER THE CITY OF MOSCOW, IDAHO By y / c: Paul C. Agidius, Mayor ATTEST: Elaine Russell, City Clerk D 19". / ' v/ June 18, 1996