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AGREEMENT FOR PROFESSIONAL ELECTRICAL ENGINEERING SERVICES FOR CITY OF MOSCOW SE LIFT STATION EMERGENCY POWER THIS AGREEMENT FOR PROFESSIONAL ELECTRICAL ENGINEERING SERVICES FOR CITY OF MOSCOW SE LIFT STATION EMERGENCY POWER (hereinafter "Agreement"), is made and entered into this '2-Pday of t.,L , 2014 by and between tbe City of Moscow, Idaho, a municipal corporation of the Sta e of Idaho 206 East Third Street, Moscow Idaho, 83843 (hereinafter "CITY"), and Trindera Engineering, Inc., 1875 North Lakewood Drive, Suite 201, Coeur d'Alene, Idaho, 83814 (hereinafter "ENGINEER"). W I T N E S S E T H : WHEREAS, CITY desires to enter into an agreement for professional electrical engineering services for the City of Moscow's SE Lift Station emergency power (hereinafter "PROJECT"); and WHEREAS, CITY has determined that Trindera 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 the specific design and operational requirements of the PROJECT. ENGINEER shall prepare detailed construction documents (plan and specifications) for competitive bidding. ENGINEER will answer questions from potential bidders and shall conduct a pre-bid conference. ENGINEER shall assist with bid evaluation and during the construction phase of the PROJECT, and shall perform submittal review of equipment and materials. ENGINEER shall conduct site visits with reports during the construction period. A. ENGINEER Tasks and Deliverables Engineer will be responsible for the electrical design associated with the SE Lift Station Standby Power Generator. PROFESSIONAL SERVICES AGREEMENT- TRINDERA ENGINEERING PAGE I OF 12 ---PAGE BREAK--- 1. Schematic Design Phase Tasks. ENGINEER shall: a. participate in an initial PROJECT meeting with City; b. address the following issues: stand-by generator size, taking into consideration the requirements of the SE Lift Station; and (ii) site constraints, including the impacts of noise and necessary access to the lift station for maintenance; c. provide recommendations regarding basic equipment; and d. visit site to verify existing conditions. 2. Design Development Phase Tasks. ENGINEER shall: a. continue the development and expansion of approved schematic design documents; b. provide outline specifications or material lists to establish criteria for electrical raceways, approximate sizes of major components, preliminary equipment layouts, and required space for equipment and clearances; and c. prepare preliminary ENGINEERS Opinion of Probable Electrical Construction Cost. 3. Construction Documents Phase Task. ENGINEER shall prepare final calculations, drawings, and specifications based upon approved design development documents. 4. Assistance During Bid Phase. ENGINEER shall: a. answer questions from bidders; and b. prepare addenda to bid documents as necessary. 5. Assistance During Construction Phase. ENGINEER shall: a. assist with Bid evaluation; b. submit reviews of construction material and equipment; c. participate in up to two on-site construction meetings and up to two construction meetings via phone conference; d. process pay requests as required by CITY; and e. answer construction questions. f. Conduct site visits and confirm compliance with construction documents and provide punch list documenting any deficiencies. g. Prepare as-built record drawings stamped by a professional engineer in the State of Idaho. B. Standards ENGINEER shall perform this work in accordance with the applicable sections of the following standards organizations during the design of this PROJECT: NFPA No. 70 - National Electrical Code (NEC) National Electrical Manufacturers Assoc. (NEMA) Underwriters Laboratories (UL) Institute of Electrical and Electronics Engineers (IEEE) American Water Works Association (AWWA) PROFESSIONAL SERVICES AGREEMENT- TRINDERA ENGINEERING PAGE 2 OF 12 ---PAGE BREAK--- C. Document Format All drawings prepared by ENGINEER will be prepared in AutoCAD. All specification prepared by ENGINEER will be prepared in SCI (Division 26 per 2004 edition) format using MSW ord. D. ENGINEER Exclusions 1. ENGINEER will not do additional site visits or on-site meetings exceeding those previously listed; 2. ENGINEER will not do design submittals exceeding those previously listed; and 3. ENGINEER will not do modifications or upgrades to the existing pump station control system. E. Schedule ENGINEER shall begin work on PROJECT upon notice to proceed. F. 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 invoice. Invoices will be due and payable when received. G. CITY Deliverables CITY shall provide to ENGINEER a site base map and documentation for existing equipment required for design. 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 six thousand one hundred sixty dollars ($6,160) 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 Public W arks Director for approval and payment. 4. Payment is due upon receipt of ENGINEER's statement(s), in accordance with CITY's regular payment processes. PROFESSIONAL SERVICES AGREEMENT- TR!NDERA ENGINEERING PAGE30Fl2 ---PAGE BREAK--- SECTION III: A. Termination of Agreement This Agreement may be terminated for cause 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 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 PROFESSIONAL SERVICES AGREEMENT- ENGINEERING PAGE4OF 12 ---PAGE BREAK--- 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 ($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 oflitigation 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. PROFESSIONAL SERVICES AGREEMENT- TR!NDERA ENGINEERING PAGES OF 12 ---PAGE BREAK--- 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 oflnterest 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 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 Trindera Engineering, Inc. By•A·- - G DATED this ,;i_G4-%ay of .j itl lj PROFESSIONAL SERVICES AGREEMENT- TRINDERA ENGINEERING CITY City of Moscow, Idaho Byrn Bill Lambert, Mayor '2014. PAGE60F 12 ---PAGE BREAK--- STATE OF IDAHO ) 1J$ " ) ss. ACKNOWLEDGMENT County ofvU IO ) On this ,3 c{ day of < ! 'J , 2014, before me, a Notary Public in and for said State, appeared Grady Weisz P.E., known to me to be the person named above and acknowledged that he executed the foregoing document as a duly authorized representative for Trindera Engineering, Inc. PROFESSIONAL SERVICES AGREEMENT- TRINDERA ENGINEERING PAGE70Fl2 ---PAGE BREAK--- ENGINEERING FEE ESTIMATE Client Address City Phone City of Moscow 206 E. 3rd Street, Fl 3 Moscow (208) 883-7000 State IO ZIP 83843 Trindera ENGINEERING Date 4/30/2014 Proposal No. prl4159 Estimator T. Spence Rev No. 2 Project _Qty of Moscow SE Lift Station EmergJ e-'-nK P_o_w-'e'-r _ PM SI! ENG DES DRAFT AOMlN Total of Teska SUMMARY Pre-Design $665.00 Design $2,620.00 Bid $330.00 Construction $2,207.50 ' - fotal Hours SubTotal $5.822.50 Expenses $340.00 . SAY $6,160.00 TR!NDERA ENGINEERING. EXHIBIT"A" PAGE80Fl2 ---PAGE BREAK--- ENGINEERING FEE ESTIMATE Client City of Moscow Address 206 E. 3rd Street, Fl 3 City Moscow Phone (208) 883-7000 State ID Project Cit of Moscow SE Lift Station Erner en Power PM Description of Tasks Task 1 Pre Design Phase 1.1 Participate In project kickoff meetJng and site visit to verify conditions 1.2 Generator sizing calculations Total Hours Reimbursable Expense Details: Mileage Reoroducl bles Package Delivery Misc. Total Ex nses TRINDERA ENGINEERING. EXHIBJT"A" SE $100 $20 $120 - Trindera ENGINEERING Date 4/30/2014 Proposal No. pr14159 ZIP 83843 Estimator T. Spence Rev No. 2 ENG DH DRAFT ADMIN Total 6 $570;00 1 $95.00 - 7 SubTotal $665.00 Expenses $120.00 SAY $780.00 PAGE90F 12 ---PAGE BREAK--- ENGINEERING FEE ESTIMATE Client City of Moscow Address 206 E. 3rd Street Fl 3 City Moscow Phone (208) 883-7f State ID Project City of Moscow SE Lift Station Emergency Power PM Description of Task5 Task 2 Design Phase 2.1 Prepare electrical specifications 2.2 Prepare electrical drawings One-line diagram and schedules Electrical details Electrical site plan 2.3 Prepare electrical construction cost estimate 2.4 QC/QA and peer review 2.5 Correspondence and design review meeting with Project Team 2.6 Prepare final documents H 2 - - Total Hours 2 Reimbursable Expense Details: Mileage Total Expenses TRINDERA ENGINEERING. EXHIBIT"A" v Trindera ENGINEERING Date 4/30/2014 Proposal No. pr14159 ZIP 83843 Estimator T. Spence Rev No. _2 _ ENG DES DRAFT ADMIN Total 4 $380.00 2 4 $410.00 4 4 $600.00 2 6 $520.00 2 $190.00 $220.00 1 $95.00 1 2 $205.00 - 16 16 Sub Total $2,620.00 Expenses SAY $2,620.00 PAGE 10 OF 12 ---PAGE BREAK--- ENGINEERING FEE ESTIMATE Client City of Moscow Address 206 E. 3rd Street Ft 3 City Moscow Phone (208) 883-7000 State ID Project City of Moscow SE lift Station Emergency Power PM Description of T111Jks Task 3 Bid Phase 3.1 Answer questions from bidders 3.2 Prepare addenda as necessary Total Hours Reimbursable Expense Details: Mllea9e Reproducibles Packa e Dellve Misc. Total Ex enses TRINDERA ENGINEERING. EXHIBIT"A" SE 2 1 3 G TrindEra ENGINEERING Date 4/3012014 Proposal No. pr14159 ZIP 83843 Estimator T. Spence Rev No. 2 ENG DES DRAFT ADMIN Total $220.00 $110.00 - Sub Total $330.00 Expenses SAY $330.00 PAGEll OFl2 ---PAGE BREAK--- ENGINEERING FEE ESTIMATE Client City of Moscow Address 206 E. 3rd Street Fl 3 City Moscow Phone (208) 883-7000 State ID Trindera ENGINEERING Date 4/30/2014 Proposal No. prl4159 ZIP 83843 Estimator T. Spence Rev No. _ Project Ci of Moscow SE Lift Station Erner en o_w_e_r _ PM SE ENG D!S DRAFT ADM IN Total Description of Tasks Task4 Construction Phase 4.1 Assist City with bid evaluation 0.5 $47.50 4.2 Submittal review 1 $95.00 4.3 Re-submittal review 1 $95.00 4.4. Answer contractor questions 2 $190.00 4.5 Process pay requests, ITC, CO and 0.5 $55.00 other paperwork as required 4.6 Two site visits and/or 12 $1,140.00 on-site construction meetings 4.7 Two construction meetings via phone 2 $190.00 conference 4.8 Development 1 $95.00 4.9 Prepare as-built record drawings 2 2 $300.00 Total Hours 0.5 21.5 2 Sub Total $2,207.50 Reimbursable Expense Details: Expenses $220.00 Mileage $200 SAY $2,420.00 Reproducibles Packa e Delive Misc. $20 Total Expenses $220 TRINDERA ENGINEERING. PAGE 12 OF12 ---PAGE BREAK--- Client#: 201202 52TRIENGI ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 7/03/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hub lnt'I. Northwest LLC 400 S Jefferson, Suite # 408 Spokane,VVA 99204 [PHONE REDACTED] INSURED Trindera Engineering Inc 1875 N Lakewood Dr Ste 201 Coeur D Alene, ID 83814 COVERAGES CERTIFICATE NUMBER: Helen M. Smith flJ8Go Extl: [PHONE REDACTED] J !AiK Nol: [PHONE REDACTED] (ifD)*ss: [EMAIL REDACTED] INSURER($) AFFORDING COVERAGE NAIC# INSURER A: Ohio Security Insurance Company 24082 INSURER B : Idaho State Insurance Fund 36129 INSURER c: Beazley Insurance Company, Inc. INSURER D: INSURER E: INSURER F: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE 1f: ,O L lHI R 11 POLICY EF.F POLICY EXP LIMITS LTR POLICY NUMBER IMM/DD/YYYYI A A B c GENERAL LIABILITY I& COMMERCIAL GENERAL LIABILITY =i CLAIMS-MADE OCCUR - - GEN'L AGGREGATE LIMIT APPLIES PER: n n PRO- POLICY JECT AUTOMOBILE LIABILITY ANY AUTO n LOC ALL OWNED - SCHEDULED AUTOS AUTOS - x x NON-OWNED HIRED AUTOS AUTOS UMBRELLA LIAB H OCCUR - EXCESS LIAB CLAIMS-MADE DED I I RETENTION$ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y IN ANY PROPRIETOR/PARTNER/EXECUTIVE[!!] OFFICER/MEMBER EXCLUDED? N (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Professional E&O x x BZS55529842 J5/01/2014 05/01/2015 BZS55529842 J5/01/2014 05/01/2015 596605 07/01/2014 07/01/201f N / A V15SYX130601 05/01/2014 05/01/201f DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) VVhere required by written contract, certificate holder is an additional insured (except on workers comp) as respects operations of the named insured. CERTIFICATE HOLDER CANCELLATION EACH OCCURRENCE $2 000 000 +,-./J9Efn0P..ncal $2 000 000 MED EXP (Any one person) $15 000 PERSONAL & ADV INJURY $2 000 000 GENERALAGGREGATE $4 000,000 PRODUCTS - COMP/OP AGG $4,000,000 $ COMBINED SINGLE LIMIT $1,000,000 IED accldentl BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ $ $ EACH OCCURRENCE $ AGGREGATE $ $ JWC STATU- I ITORV I IMITS Jn H- E.L. EACH ACCIDENT $1 000 000 E.L. DISEASE - EA EMPLOYEE $1 000 000 E.L. 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