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AGREEMENT FOR ENGINEERING SERVICES FOR DESIGN OF CITY OF MOSCOW CID..,ORINA TION/DECHLORINA TION FACILITIES THIS AGREEMENT, made and entered into thiSc;l_L_ day of 0 , 1993, by and between the CITY OF MOSCOW, 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 a chlorination/dechlorination facility (hereinafter referred to as THE PROJECT). THE ENGINEERS agree to perform the various professional services required for the design 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 1: THE ENGINEERS shall furnish the following Design Engineering Services: TASK I - CID..,ORINATION/DECHLORINATION Prepare plans and specifications and bidding documents for a flow proportional chlorine feed system and a compound loop control system for dechlorination, including sulfur dioxide equipment, and residual chlorine and sulfur dioxide residual analyzer. Such plan preparation, specifications and bidding documents shall include prefabricated buildings, feed equipment, booster pump facilities, and electricaVinstrumentation. SECTION II: THE ENGINEERS shall furnish the following bidding and construction management 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 AGREEMENT FOR ENGINEERING SERVICES; Page 1 ---PAGE BREAK--- ' . 1. Provide twenty (20) sets of biddable plans and specifications. Assist THE 0\VNER 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 applicable project requirements as reflected in the standard terms and conditions and the special conditions of the contract documents. SECTION III: A Fees and Conditions for Consulting Services. 1. Payment for services is provided in accordance with the cost described in the following Section IIIA2. 2. Estimated Maximum Costs Section I - Design. The estimated cost ceiling for engineering services as described in Section I Task I, Chlorination/Dechlorination is $8,000. Fees include fixed fee (Profit), overhead and indirect costs. Costs assume bidding by January 1, 1994, and fee schedule projected to midpoint of design. If the scope of recommended facilities changes substantially from the proposed project, fees for the final design engineering services will be re-negotiated as required. Fees for final design engineering services will also be re-negotiated as required if unusual site conditions are expected to result in higher design costs. The cost ceiling cannot be exceeded without AGREEMENT FOR ENGINEERING SERVICES; Page 2 ---PAGE BREAK--- prior approval from the City. The fee may only be increased if there is a scope change by the City. 3. Additional Service Costs A mutually agreed fee for any additional services shall be negotiated. 4. invoices will be submitted based upon the actual costs incurred during the billing period plus the applicable percentage of the fixed fee. 5. Overhead costs to be considered in calculating reimbursement shall include all payroll additives and overhead costs computed in accordance with cost principles included in 41 CFR 1-15.2 and 1-15.4. 6. At such time as it may appear to THE ENGINEERS that the above estimated costs will be exceeded, THE ENGINEERS shall immediately notify THE OWNER. THE ENGINEERS shall cease work under this contract until such time as: a. THE OWNER authorizes an amended ceiling on estimated costs as a further amendment to this contract; or b. THE OWNER authorizes a reduction in the scope of THE PROJECT in the amount of the exceeded costs; or c. THE OWNER determines that such exceeded costs are beyond the scope of THE PROJECT. Upon the exercising by THE OWNER of any of the options delineated above, THE ENGINEERS shall resume the work. B. Time of Completion. 1. Design services shall begin upon receipt of notice to proceed, with completion of 90% plans in 60 days and final plans days after receiving comments from IDHW and the City. SECTION IV: It is mutually agreed by the parties hereto that: 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 AGREEMENT FOR ENGINEERING SERVICES; Page 3 ---PAGE BREAK--- . ' terms through no fault of THE ENGINEER. THE OWNER may terminate this agreement with thirty (30) days notice without cause. 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. 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 cost estimates as a result of these described factors. 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 or implied, as to the professional advice furnished by others. F. Termination of THE PROJECT. If any portion of THE PROJECT covered by this agreement shall be suspended, abated, abandoned or tenninated, 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. AGREEMENT FOR ENGINEERING SERVICES; Page 4 ---PAGE BREAK--- 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 secunng necessary land, easements, and rights-of-way where applicable. H. 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 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 one year (minimum) period from the date of completion of THE PROJECT. THE OWI\TER shall receive notice of any pending termination of said insurance. I. Workmen's Compensation Insurance THE ENGINEERS shall maintain automobile insurance and statutory workmen's compensation insurance coverage, employers' liability, and comprehensive general liability insurance coverage. The comprehensive general liability insurance shall have a minimum limit of one hundred thousand dollars ($100,000) per claim and five hundred thousand dollars ($500,000) aggregate. J. Losing Party Responsible for Reasonable Costs In the event of any action brought by either party against the other to enforce any of the obligations hereunder or arising out of any dispute concerning the terms and conditions hereby created, the losing party shall pay the prevailing party such reasonable amounts for fees, costs and expenses, including attorney's fees as may be set by the Court. K. Binding of Successors 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. Neither THE OWNER nor THE ENGINEERS shall assign, sublet or transfer their interest in this agreement without approval of the other parties. AGREEMENT FOR ENGINEERING SERVICES; Page 5 ---PAGE BREAK--- L. 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. M. 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 the 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. 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 AGREEMENT FOR ENGINEERING SERVICES; Page 6 ---PAGE BREAK--- 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. N. 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 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 III of this contract in respect to estimated maximum cost and fixed fee sum by mutually agreeable amounts commensurate with the change in conditions. 0. Special Provisions. 1. All documents furnished by THE ENGINEERS, pursuant to this contract, are instruments of THE ENGINEERS' services in respect of the design portion of THE PROJECT. The "Contract Documents" are not intended or represented to be suitable for re-use by THE OWNER, or others, on extensions of THE PROJECT contemplated by this contract, or on any other project. Any re-use, without specific written verification and adaptation by THE ENGINEERS, for the specific purposes intended, shall be at the sole risk of THE OWNER, and without liability or legal exposure to THE ENGINEERS. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed in triplicate as of the date so indicated. THE ENGINEERS KIMBALL ENGINEERING AGREEMENT FOR ENGINEERING SERVICES; Page 7 THE OWNER THE CITY OF MOSCOW, IDAHO ATTEST: Elaine Russell, CJ y Clerk Dated this.::.?/ 01-day of {0_,tl , 1993.