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AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES THIS AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES (hereinafter referred to as "AGREEMENT") made and entered into this 5-fl... day of 1\f o V<>f'1.{b-eY, 2011, by and between the City of Moscow, Idaho, 206 East Third Street, Moscow, Idaho, 83843, a municipal corporation of the State of Idaho (hereinafter referred to as "CITY"), and J-U-B ENGINEERS, Inc., 1630 23rd Ave. Lewiston, Idaho, 83501 (hereinafter referred to as "ENGINEERS"). WI TN E S S E TH: The parties hereto wish to agree regarding the Scope of Services (hereinafter "The Project") as set forth below: WHEREAS, ENGINEERS agree to complete Scope of Services described herein as final design of a replacement influent wastewater screen, including equipment selection, plans and specifications, and construction management services. NOW THEREFORE, be it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: ENGINEERS shall furnish all of the following engineering services for THE PROJECT as described by task and title in Scope of Services: SECTION I: SCOPE OF SERVICES A. ENGINEERS shall provide CITY all of the complete tasks described in City of Moscow, Idaho Wastewater Treatment Plant - Headworks Screen Replacement Project, Scope of Services EXHIBIT attached hereto and incorporated fully into this AGREEMENT by reference other than items under subsections entitled City Responsibility and listed in section 4.B. of this AGREEMENT. B. CITY shall provide ENGINEERS the following: All items as identified in Exhibit under "City Responsibility" in sections 1 00.2; 11 0.2; 120.2; 200.2; and 300.2. SECTION II: A. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between ENGINEERS and CITY by the terms of this AGREEMENT. It is understood by the parties hereto that ENGINEERS are independent contractor and as such AGREEMENT FOR PROFESSIONAL SERVICES WASTEWATER HEADWORKS SCREEN REPLACEMENT PROJECT \\LWSFILES\PUBLIC\PRoJEcTs\.JUB\00009-PROPOSALs\Moscow\ WWTP ScREENING\20 11 SCREEN DES!GN\PROFESSIONALSERVICES-ENGJNEERING Jl.JB I 0-19-2011 _FINAL. DOC; 1 0/19/201 1 PAGE 1 OF 7 ---PAGE BREAK--- neither they nor their employees, if any, are employees of CITY for purposes of tax, retirement system, or social security (FICA) withholding. B. Fees and conditions for ENGINEERING Services. I. Payment for services is provided in accordance with the cost described m the following Section II.B.2. 2. Fees Task 100- The cost for ENGINEERING Services for THE PROJECT, as described in Scope of Services - Exhibit A Task 100, is a lump sum amount of Thirty Thousand Three Hundred Fifty dollars ($30,350). Details related to such fee are provided in EXHIBIT attached hereto and incorporated fully into this AGREEMENT by reference. Task 200 - The cost for ENGINEERING Services for THE PROJECT, as described in Scope of Services - Exhibit A Task 200, is a not-to-exceed fee of Thirty One Thousand Four Hundred Twenty dollars ($31,420), with payment based on a time and materials basis. Details related to such fee are provided in EXHIBIT attached hereto and incorporated fully into this AGREEMENT by reference. Task 300 - The cost of ENGINEERING Services for THE PROJECT, as described in Scope of Services - Exhibit A Task 300, is lump sum fee of One Thousand Eight Hundred Sixty dollars ,860). Details related to such fee are provided in EXHIBIT attached hereto. Task 900 - The cost of ENGINEERING Services for THE PROJECT, as described in Scope of Services - Exhibit Task 900, is a not-to-exceed fee of Five Thousand dollars ($5,000), with payment based on a lump sum or hourly rates to be mutually agreed upon at the time of authorization. ENGINEERS and CITY may mutually agree in writing to expand the Scope of Services applying hourly rates as the basis for compensation. Bills shall list the individual performing any work and a description of work performed by task and degree of completion. Bills shall be submitted on a basis to the CITY's Engineer for approval and payment. Payment is due upon receipt of ENGINEERS' statement(s). If payment is not received in forty five ( 45) days of receipt of invoice, ENGINEERS may charge interest at a rate of one percent (1 per month on any unpaid balances. SECTION III: A. Termination of AGREEMENT This AGREEMENT may be tenninated by ENGINEERS upon thirty (30) days written notice, should CITY fail to substantially perform in accordance with its terms through no AGREEMENT FOR PROFESSIONAL SERVICES WASTEWATER HEADWORKS SCREEN REPLACEMENT PROJECT WSFILES\pUBLIC\PROJECTS\JUB\00009-PROPOSALS\MOSCOW\ WWTP SCREENING\20 I I SCREEN DESIGN\PROFESSIONALSERVICES-ENGINEERING JUB I 0-I 9-2011_FINAL.DOC; 10119/2011 PAGE 2 OF 7 ---PAGE BREAK--- fault of ENGINEERS. CITY may terminate this AGREEMENT upon thirty (30) days written notice without cause and without further liability to ENGINEERS except for payment as designated by Section III.E. All working drawings shall become the property of, and shall be surrendered to, CITY pursuant to Section III.O. Reuse of working drawings from THE PROJECT by the CITY shall be without liability or legal exposure to ENGINEERS. B. Extent of AGREEMENT This AGREEMENT may be amended only by written instrument signed by both parties hereto. C. Date of Record CITY shall make available to ENGINEERS all technical data of record in CITY's possession, including maps, surveys, water quality data and other information described in Scope of Services, to support this work. D. Qualified Estimates of Cost The estimates of cost for THE PROJECT herein are to be prepared by ENGINEERS through exercise of their experience and judgment in applying presently available cost data; but it is recognized that 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. Nothing in this paragraph shall serve to release or relieve ENGINEERS from exercising the skill, care, and professional judgment exercised by similarly situated professional engineers. E. Termination of THE PROJECT If any portion of THE PROJECT covered by this AGREEMENT shall be suspended, abated, abandoned or terminated, CITY shall pay 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. F. The ENGINEERS Errors and Omissions Insurance In performance of professional services, 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 ENGINEERS' services. Should ENGINEERS or any of ENGINEERS' agents or employees be found to have been negligent in the performance of professional services AGREEMENT FOR PROFESSIONAL SERVICES PAGE 3 OF 7 WASTEWATER HEADWORKS SCREEN REPLACEMENT PROJECT \\LWSFILES\J>UBLIC\J>ROJECTSVUB\00009-PROPOSALS\MOSCOW\ WWTP SCREENING\20 I I SCREEN DESIGN\PROFESSIONALSERVICES-ENGINEERING JUB I 0-19-2011 _FINAL.DOC; I 0119/20 I I ---PAGE BREAK--- from which CITY sustains damage to the fullest extent allowed by law, ENGINEERS liability plus cost and fees of litigation shall be limited to One Million Dollars ,000,000). ENGINEERS shall obtain Errors and Omissions insurance coverage in the amount of One Million Dollars ,000,000), and said insurance shall be held active for two year (minimum) period from the date of completion of THE PROJECT. CITY shall receive notice of any pending termination of said insurance within thirty (30) days of first notice to ENGINEERS. G. The ENGINEERS Additional Insurance 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 ENGINEERS shall cause CITY to be named as an additional insured under said policy. H. Indemnification ENGINEERS agree, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of ENGINEERS in the performance of professional services under this AGREEMENT, to the extent that ENGINEERS are responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between ENGINEERS and CITY. ENGINEERS shall not be obligated to indemnify CITY for CITY's negligence. CITY agrees, to the fullest extent permitted by law, to indemnify and hold harmless ENGINEERS against damages, liabilities and costs arising from the negligent acts of CITY in the performance of professional services under this AGREEMENT, to the extent that CITY is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between ENGINEERS and CITY. I. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the terms and conditions of this AGREEMENT, the recovery of reasonable attorney's fees and other costs and expenses, whether the san1e are incurred with or without suit, shall be in accordance with Idaho State statute J. Jurisdiction and Venue It is agreed that this AGREEMENT 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. K. Binding of Successors AGREEMENT FOR PROFESSIONAL SERVICES WASTEWATER HEADWORKS SCREEN REPLACEMENT PROJECT \ \LWSFILES\PUBLJC\PROJECTSVUB\00009-PROPOSALS\MOSCOW\ WWTP SCREENING\20 11 SCREEN DESIGN\PROFESSIONALSERVICES-ENGINEERING JUB 10-I9-201l_FINAL.DOC; 10/19/2011 PAGE4 OF 7 ---PAGE BREAK--- CITY and ENGINEERS each bind themselves, their partners, subconsultants (if any), 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 ofthis AGREEMENT. L. Modifications and Assignability of AGREEMENT This AGREEMENT contains the entire agreement between the parties concerning THE 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. 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 ofthe CITY. Any such subcontractor or assignee shall be bound by all of the terms and conditions ofthis AGREEMENT as if named specifically herein. M. Project Representatives The CITY and ENGINEERS hereby designate their authorized representatives to act on their behalf with respect to the services and responsibilities under this AGREEMENT. The following designated representatives are authorized to receive notices, transmit information and make decisions regarding THE PROJECT on behalf of their respective parties, except as expressly limited herein. These representatives are not authorized to alter or modify the terms and conditions of this AGREEMENT, except as otherwise provided herein. For the CITY: 1. Name: Address: Les MacDonald P. 0. Box 9203 Moscow, ID 83843 E-mail Address: [EMAIL REDACTED] For the ENGINEERS: 1. Name: Address: Cory R. Baune 1630 23rd Ave. Suite 1101-A Lewiston, ID 83501 E-mail Address: [EMAIL REDACTED] AGREEMENT FOR PROFESSIONAL SERVICES Work Telephone: [PHONE REDACTED] Fax Telephone: [PHONE REDACTED] Work Telephone: [PHONE REDACTED] Fax Telephone: [PHONE REDACTED] PAGE50F 7 WASTEWATER HEADWORKS SCREEN REPLACEMENT PROJECT \\LWSFILES\PUBLIC\PROJECTSVUB\00009-PROPOSALS\MOSCOW\ WWTP SCREENJNG\20 I I SCREEN DESIGN\PROFESSIONALSERVICES-ENGINEERING JUB I 0-19-20ll_FINAL.DOC; I 0/19/20 II ---PAGE BREAK--- In the event any changes are made to the authorized representatives or other information listed above, the CITY and ENGINEERS agree to furnish each other timely, written notice of such changes. N. Conflict oflnterest ENGINEERS covenant that they presently have no interest and will not knowingly acquire any interest, direct or indirect, in THE PROJECT which would conflict in any manner or degree with the performance of services hereunder. ENGINEERS further covenant that, in performing this AGREEMENT, they will employ no person who has any such interest. 0. Ownership and Publication of Materials Documents of service to THE PROJECT prepared by ENGINEERS 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 documents 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. ENGINEERS shall be permitted to retain copies including reproducible copies of the drawing specifications and other documents for information, reference and use on other work or for additions to this work. Such documents are not intended or represented to be suitable for reuse by other extensions of the work or any other work. Reuse of the documents shall be at the sole risk of CITY and without liability or legal exposure to ENGINEERS. CITY shall indemnify and hold harmless ENGINEERS from all claims, damages, losses and expense including attorney's fees arising out of or resulting from reuse of the documents. The parties understand and agree that all documents related to THE PROJECT shall be subject to disclosure pursuant to the Idaho Public Records Law (Idaho Code 9-337- 9-351). P. Non-discrimination 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, genetic information, or national origin. AGREEMENT FOR PROFESSIONAL SERVICES WASTEWATER HEADWORKS SCREEN REPLACEMENT PROJECT \\LWSFILES\PUBLJC\PROJECTSVUB\00009-PROPOSALS\MOSCOW\ WWTP SCREENING\20 I I SCREEN DESIGN\PROFESSIONALSERVICES-ENGINEERING JUB I 0- I 9-20 11_ FINAL.DOC; I 0/19/2011 PAGE6 OF 7 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the date indicated above. ENGINEERS CITY J-U-B ENGINEERS, Inc. City of Moscow, Idaho By---=ll Ģ 2-ģ§: Cory R. Baune, Aiea Manager J-U-B ENGINEERS, Inc. DATED this \£\day of CXAT->f!Fb 2011 ACKNOWLEDGMENT STATE OF IDAHO ) ) ss. COUNTY OF ) On this ltl day of Qc.\u , 201 1, before me, a Notary Public in and for said State, appeared Cory R. Baune, known to me to be the person nan1ed above and acknowledged that he executed the foregoing document as the duly authorized representative J-U-B ENGINEERS, Inc. CALLIE A BROWN NOTARY PUBLIC STATE OF IDAHO AGREEMENT FOR PROFESSIONAL SERVICES WASTEWATER HEADWORKS SCREEN REPLACEMENT PROJECT Notary Public for the State ofldaho Residing at Moscow, I D My commission expires b I } I '3 WSFILES\PUBLJC\PROJECTS\.1 UB\00009-PROPOSALS\MOSCOW\ WWTP SCREENTNG\20 1 1 SCREEN DESJGN\PROFESSIONALSERVICES-ENGINEERING JUB 10-19-20 I I _FINAL.DOC; I 0119/20 I I PAGE7 OF 7 ---PAGE BREAK--- City of Moscow, Idaho Wastewater Treatment Plant- Headworks Screen Replacement Project Scope of Services - Exhibit A October 2011 i·U·B ENGINEERS, INC. ---PAGE BREAK--- BACKGROUND The City of Moscow needs to replace its existing influent screens to provide better solids removal and prevent "roping" in processes. This project will include designing, bidding, and providing construction management services to replace one of the two existing JWC Channel Monsters and Auger Monster systems with a new fine screen as outlined in the City of Moscow "Headworks Screen Selection" report prepared by J-U-B ENGINEERS, Inc. dated August 31, 2011. The scope is divided into major work tasks as presented in the following pages. Moscow Wastewater Treatment Plant Headworks Screening Replacement Project ---PAGE BREAK--- TASKS 100 Concept 100.1 Consultant Services A. Meet with City staff to initiate the project. The objectives of the meeting will include establishing goals of the project, identifying key project deliverables, and reviewing scope, budget, and schedule. In addition, the consultant will gather As-built information on the headwords building and existing equipment. B. Amend the Moscow Headworks Screen Selection Report with detailed design criteria, preliminary layout and hydraulic profile from as-built drawings. Provide updated cost opinion. 100.2 City Responsibility A. Provide historic WWTP flows and as-built information as needed by consultant B. Review amendment of the Headworks Screen Selection report and provide written acceptance of the report and design criteria. 100.3 Assumptions A. This project will replace one existing JWC Channel Monster and Auger Monster with new equipment. Discussions with Tom Moore, IDEO. indicate a replacement, without changes in channel geometry or hydraulic capacity, do not require IDEQ review and approval. Therefore, concept report will not be submitted for formal approval by IDEQ. 100.4 Deliverables A. Meeting minutes from Task 1.1.A. B. Report amendment. Task 1.1.B. 110 Fifty Percent {SO%) Submittal 110.1 Consultant Services A. Develop headworks base drawings for use in preparing plan sets for competitive bidding purposes. Moscow Wastewater Treatment Plant Headworks Screen Replacement Project 1 ---PAGE BREAK--- B. Prepare equipment layout drawing identifying probable structural and equipment conflict(s). C. Prepare preliminary equipment specifications. D. Provide updated cost opinion. E. Meet with City staff to review equipment layout conflicts, identify City preferred solutions to conflicts, impacts the screens may have on hydraulic profiles, and revised cost opinion. 110.2 City Responsibility A. Participate in review meeting and provide comments on fifty percent (50%) design. 110.3 Assumptions A. Only minor structural modifications are anticipated. These may include minor channel modifications, but does not include channel widening or structural modifications to the building. 110.4 Deliverables A. Fifty percent {50%) design package including equipment layout, hydraulic profiles and equipment specifications; three copies will be submitted to the City. 120 Ninety Percent (90%) Submittal and Final Bidding Documents 120.1 Consultant Services A. Final layout of equipment. B. Equipment specification package C. Prepare bidding documents based on EJCDC standard forms. D. Prepare Owner/Contractor Agreements based on EJCDC standard forms. E. Prepare Owner Supplement to General Conditions using effluent filtration project documents as an example. F. Prepare final cost opinions. Moscow Wastewater Treabnent Plant Headworks Screen Replacement Project 2 ---PAGE BREAK--- 120.2 City Responsibility A. Review ninety percent (90%) submittal and provide comments. B. Provide City Attorney's review of bidding and contract documents, including insurance types and amounts for the project. 120.3 Assumptions A. Equipment and construction specifications using 16 Division CSI format. 120.4 Deliverables A. Ninety percent (90%) submittal package, including three copies for the City and one copy as a courtesy copy to IDEQ. B. Final package, plans and specifications for bidding, including twenty (20} copies for distribution to the City, IDEQ, plan agencies, and potential bidders. 200 Bidding and Construction Services 200.1 Consultant Services A. Provide an advertisement for the project for City submission and solicit bids from potential bidders. B. Bidding. Attend one pre-bid meeting in Moscow to review project with potential bidders. J-U-B will develop addendum(a) and distribute to bidders to answer bidder questions. C. Assist City in bid opening, review bids, and provide recommendation of award. D. Review Owner/Contractor Agreement, bond and insurance documents of successful bidder for general conformance with contract documents. E. Conduct a pre-construction conference with the City and Contractor. F. Provide submittal review of equipment and shop drawings. G. Periodic construction observation. J-U-B will review general construction sequencing and provide periodic (assumed twenty (20} hours total) observation of work. H. Conduct two on-site progress meetings with Owner and Contractor. I. Participate in Contractor start-up and training session (assumed one day). J. Conduct final walk-through and prepare closeout paperwork. Moscow Wastewater Treatment Plant Headworks Screen Replacement Project 3 ---PAGE BREAK--- ' . 200.2 K. Review Contractor's Operations and Maintenance (O&M) manuals. L. Prepare record drawings and O&M manuals for the new screen and washer/compactor only as a replacement chapter in the existing 0 & M manuals. City Responsibility A. Submit and pay for project advertisement. B. Participate in bid opening, review of Agreements (including City Attorney review if needed), and construction meetings. 200.3 Deliverables 300 300.1 300.2 300.3 A. Recommendation of award to successful bidder. B. Recommendation based on review of contract documents. C. Recommendation of Contractor Application for Payment. D. Recommendations of shop drawings and equipment approvals. E. Meeting minutes from pre-construction meeting and progress meetings. F. Record drawings and O&M manuals, three sets total. Project Administration Consultant Services A. Perform project management, including resource allocation, sub-consultant management, and schedule. B. Submit invoices and budget summaries. City Responsibility A. Review invoices and provide payment in accordance with the Agreement between the City and J-U-B ENGINEERS, Inc. Deliverables A. progress reports. B. invoices. Moscow Wastewater Treatment Plant Headworks Screen Replacement Project 4 ---PAGE BREAK--- r • 900 Management Reserve Fund J-U-B ENGINEERS, Inc. suggests that a Management Reserve Fund be established in the amount of five thousand dollars ($5,000) to provide the City's authorized representative the flexibility of authorizing additional funds to the Agreement for allowable unforeseen costs or paying for additional services beyond the Scope of Services above. Project Schedule Project schedule, based on a November 2011"Notice to Proceed," is as follows: Design: Description Anticipated Dates Workshop #1 November 2011 Concept Report January 2012 50% Submittal -Workshop February 2012 90% Submittal March 2012 Final Bidding Documents March 2012 Bidding & Construction Description Anticipated Dates Advertisement for Bid April 2012 Award of Contract April 2012 Submittal Submission and Approval May-June 2012 Construction October 2012 Record Drawing and O&M Manual December 2012 Moscow Wastewater Treatment Plant Headworks Screen Replacement Project 5 ---PAGE BREAK--- City of Moscow Wastewater Hudworks S<:rt!en Replacement Design and Construction Mw""'ement Task Headworks Sc-reen Repl•cement Oeslsn 'iOo.oo·-·coocep'i · · - _ T too.ot Establish deslgn criteria 100.02 MaJor Equipment M;muficturcr Revlew 100.03 Co ncept layout and HydrauHc Proflle from Record Drawings w.oo-SO%SUB'mmar-- · 110.01 Equipment layout 110.0.2 Hydriiullc. prome 110.03 Equipment spec1flcatlons uo:-cm-"'95%silliliit;r·--S · t2o.ol f'in