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SERVICES AGREEMENT BETWEEN KELLER ASSOCIATES, INC. AND CITY OF MOSCOW, IDAHO THIS SERVICES AGREEMENT BETWEEN KELLER ASSOCIATES, INC. AND THE CITY OF MOSCOW, IDAHO (hereinafter "AGREEMENT"), for services for the Southwest Sewer Trunk Line Phase III, is made and entered into this day of 2012 between KELLER ASSOCIATES, INC., a private corporation, 131 SW 5t A uite A, Meridian, Idaho, 83642 (hereinafter "CONSULT ANT"), and CITY OF MOSCOW, IDAHO, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"). W I T N E S S E T H: WHEREAS, CITY desires to accomplish the above referenced PROJECT which consists of providing professional engineering and surveying services to design and manage the Southwest Sewer Trunk Line Phase III construction project which shall conform to Idaho Department of Environmental Quality (DEQ) and City of Moscow standards (hereinafter "PROJECT"); and WHEREAS, the CITY will be funding the PROJECT; and WHEREAS, CITY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of the CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, CONSULT ANT represents that he/she 1s m compliance with the Idaho State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the CITY; Wherefore, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: NOW, THEREFORE, CITY and CONSULT ANT, in consideration of the mutual covenants and stipulations set out, do hereby agree as follows: I. GENERAL DESCRIPTION OF WORK The work under this AGREEMENT shall consist of providing engineering services which shall conform to DEQ and City of Moscow standards which are necessary to accomplish the completed work for this PROJECT. CONSULTANT shall furnish all services, labor and related equipment necessary to conduct and complete the design and construction management work as designated elsewhere in this AGREEMENT. PROFESSIONAL ENGINEERING AND SURVEYING (KELLER ASSOC.) PAGE I OF6 2..ot2..·0Z. ---PAGE BREAK--- II. SCOPE OF WORK The Scope of Work and level of effort for this PROJECT is detailed in Exhibit attached hereto, and by this reference made a part of this AGREEMENT. III. GENERAL REQUIREMENTS All aspects of coordination of the work of this AGREEMENT, with outside agencies, groups or individuals shall receive advance approval of CITY. Necessary contacts and meetings with agencies, groups or individuals shall be coordinated through CITY. CONSULT ANT shall attend coordination, progress and presentation meetings with CITY. These meetings, as required, shall be held in Moscow, Idaho. CITY will provide CONSULTANT sufficient notice prior to meetings requiring CONSULT ANT participation. The minimum number of hours or days notice required shall be agreed to between CITY and CONSULTANT and made part of this AGREEMENT. CONSULTANT shall prepare a progress report, in a form approved by CITY, that will outline in \vritten and graphical fom1 the various phases "and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. CITY acknowledges CONSULTANT's data, designs, drawings, plans, specifications, reports, and other engineering documents prepared under this AGREEMENT are instruments of service and are not products. The data, reports, plans, and specifications prepared under this AGREEMENT shall become the property of CITY upon completion of the work and payment in full by CITY of all monies due to CONSULTANT. CITY agrees to not reuse, modify, sell, or make CONSULTANT's engineering documents available for any purpose other than necessary to complete the subject projects of this AGREEMENT, unless required to do so by law. IV. TIME BEGINNING CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by CITY. V. PAYMENT CONSULTANT shall be paid by CITY for completed work and services rendered under this AGREEMENT. Such payments shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work specified in Section II, "Scope of Work." The estimated cost of this work is shown in Exhibit and is included in this AGREEMENT. VI. CONSULTANT IS INDEPENDENT CONTRACTOR CONSULT ANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for CONSULT ANT, to solicit or secure this AGREEMENT. PROFESSIONAL ENGINEERING AND SURVEYING (KELLER ASSOC.) PAGE20F6 ---PAGE BREAK--- Any and all employees of CONSULT ANT or other persons while engaged in the performance of any work or services required of CONSULTANT under this AGREEMENT, shall be considered employees of CONSULTANT only and not of CITY. CONSULTANT shall not engage, on a full or part time basis, or other basis, during the period of the AGREEMENT, any professional or technical personnel who are in the employ of CITY. VII. NONDISCRIMINATION CONSULT ANT agrees not to discriminate against any client, employee or applicant for employment or for services because of race, creed, color, national origin, marital status, sex, age or handicap. VIII. TERMINATION OF AGREEMENT CITY or CONSULT ANT may terminate this AGREEMENT at any time upon thirty (30) days prior written notice to the other party. In the event this AGREEMENT is terminated by CITY other than for default on the part of CONSULTANT, a final payment shall be made to CONSULT ANT for services rendered by CONSULT ANT prior to the termination. If it is determined for any reason that CONSULT ANT was not in default, the termination shall be deemed to be a termination for the convenience of CITY. CONSULT ANT shall be paid for all costs included due to termination or convenience, including demobilization or personnel and equipment. Payment for any part of the work by CITY shall not constitute a waiver by CITY of any remedies of any type it may have against CONSULT ANT for any breach of this AGREEMENT by CONSULTANT, or for failure of CONSULTANT to perform work required of it by CITY. Forbearance of any rights under this AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by CONSULT ANT. IX. SUSPENSION OF SERVICES: CONSULT ANT shall be reimbursed for all costs incurred for services completed prior to the suspension of services. CONSULTANT: Keller Associates, Inc. Rod Linja, President 131 SW 5th A venue, Suite A Meridian, Idaho 83642 Telephone: (208) 288-1992 Facsimile: (208) 288-1999 PROFESSIONAL ENGINEERING AND SURVEYING (KELLER ASSOC.) PAGE3 OF6 ---PAGE BREAK--- CITY: City of Moscow, Idaho Les MacDonald, Public Works Director P 0 Box 9203 Moscow, Idaho 83843 Telephone: (208) 883-7028 Facsimile: (208) 883-7033 X. CHANGES OF WORK CONSULT ANT shall make such changes and revlSlons in the completed work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by CITY, without additional compensation thereof. Should CITY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, CONSULT ANT and CITY may negotiate a price for such services prior to the services being provided by CONSULT ANT. XI. DISPUTES Disputes arising out of this AGREEMENT shall be subject to mediation as a condition to resolve the dispute. CITY and CONSULTANT shall resolve claims and disputes using mediation in accordance with the Construction Industry Mediation Rules of the American Arbitration Association. CITY and CONSULTANT shall share in the cost of the mediator's fee equally. Agreements reached in the mediation shall be binding on both parties as a settlement agreement, following approval of such by CITY Council. XII. VENUE, APPLICABLE LAW AND PERSONAL JURISDICTION The parties agree that, should any provision of this Agreement be litigated in the future, venue for such litigation shall be with the District Court of the Second Judicial District of the State of Idaho in and for the County of Latah. XIII. LEGAL RELATIONS CONSULTANT shall comply with Federal, State, and Local laws and ordinances applicable to the work to be done under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accord with the laws of Idaho. CONSULT ANT shall indemnify and hold CITY, and their officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising from CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require CONSULT ANT to indemnify CITY against and hold harmless CITY from claims, demands or suits based upon the conduct of CITY and the STATE, their agents, officers and employees and provided further that if the claims or suits are caused by a result from the concurrent negligence of CONSULTANT'S agents or employees and CITY, their agents, officers and employees (other than CONSULT ANT), this indemnity provision with respect to claims or suits based upon such negligence and(2) the PROFESSIONAL ENGINEERING AND SURVEYING (KELLER ASSOC.) PAGE40F6 ---PAGE BREAK--- costs to CITY of defending such claims and suits, shall be valid and enforceable only to the extent of CONSULTANT'S negligence or the negligence of CONSULTANT'S agents or employees. XIV. INSURANCE COVERAGE A. Worker's compensation and employer's liability insurance as required by the State of Idaho. B. General liability and property damage insurance in an amount not less than a single limit of one million dollars ($1,000,000) for bodily injury, including death and property damage per occurrence. Excepting the Worker's Compensation insurance and any professional liability insurance secured by CONSULTANT, CITY will be named on all certificates of insurance as an additional insured. CONSULT ANT shall furnish CITY with verification of insurance and endorsements required by this AGREEMENT. CITY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Idaho. CONSULT ANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to CITY. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the CITY. CONSULTANT'S professional liability to CITY shall be limited to one million dollars ,000,000). In no case shall CONSULTANT'S professional liability to third parties be limited many way. CITY will pay no progress payments under Section V until CONSULT ANT has fully complied with this section. XV. ENDORSEMENT OF PLANS CONSULT ANT shall place its endorsement on all plans, estimates or any other Engineering data furnished by him. XVI. CITY REVIEW CITY shall have the right to participate in the review or examination of the work in progress. XVII. COMPLETE AGREEMENT This document and referenced attachments contains all covenants, stipulations and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and PROFESSIONAL ENGINEERING AND SURVEYING (KELLER ASSOC.) PAGE 5 OF6 ---PAGE BREAK--- the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XVIII. EXECUTION AND ACCEPTANCE This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. CONSULT ANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting materials submitted by CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year first above written. CONSULTANT CITY Keller Associates, Inc. City of Moscow, Idaho By J?-1 1. - Rod J. Linj a, Preside t STATE OF IDAHO ) ) ss. COUNTY OF ADA ) ACKNOWLEDGMENT On this I l day of QUE) c Lf , 20 \d , before me, a Notary Public in and for said State, appeared Rod J. Linja, President, known to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representative for Keller AssociatĈĉi-t.m.ur,,,, 0oo•••oo0"l4',r .I!'L.y ; J ,o 5 : OTA y : : 0 - : * g g * S : 0 Q - " I> 6 "o UBL' ^ • . n o o 9 . r. ¢>OgooO" l?';V 'E 0 F PROFESSIONAL ENGINEERING AND SURVEYING (KELLER ASSOC.) PAGE 6 OF 6 ---PAGE BREAK--- EXHIBIT SOUTHWEST SEWER TRUNK LINE PHASE III SCOPE OF WORK for DESIGN AND CONSTRUCTION MANAGEMENT SERVICES Project Description The proposed thirty six inch (36") Southwest Sewer Trunk Line Phase III will consist of upgrading a twenty four inch (24") diameter trunk line to a thirty six inch (36") diameter trunk line. The existing twenty four inch (24") trunk line is one of two parallel trunk lines; the south trunk line will be replaced. The portion of pipeline to be replaced is about forty two hundred feet (4200') long and lies between the Wastewater Treatment Plant influent box and Stadium Drive. The new thirty six inch (36") trunk line will follow the existing trunk line alignment until it reaches the University ofidaho's Wick's Field. At Wick's field there are three potential alignments that will be explored and evaluated: the existing alignment, and two alternative alignments; north along Paradise Creek and south along the parking lots. The University is opposed to the existing alignment since they have youth soccer and intramurals playing on the field from spring to fall. The University prefers that the alignment go around the ball fields. The figure below shows the existing alignment and the two alternate alignments. The following represent our proposed scope of work and fee to complete the project. A. Topographical & Utility Survey A topographical survey of the existing alignment and the two alternate alignments will be conducted. Cuddy and Associates will perform this work as a sub-consultant to Consultant. The topographical survey will capture the existing ground topography, inverts of the existing trunk lines and laterals connecting to the trunk lines, utilities marked by the utility owners, and a cross-section of the aerial sewer crossing at Paradise Creek near Stadium Drive. Along Paradise Creek, the survey will capture the top of bank but will not include channel cross-sections. A lll50/l/ll-421- Rev l 2011-11-9 Page I ---PAGE BREAK--- terrain model and map will be created. City or University AutoCAD basemaps of know utilities will be provided by others and incorporated into the survey map. Task!Deliverables • Perform topographical and utility survey. • Create digital terrain model. • Create topographical map incorporating City and University basemaps. Lump Sum Fee = $13,500 B. Geotechnical Investigation A geotechnical investigation will be completed by Strata Inc., as a sub-consultant to Consultant. The investigation will occur along the existing alignment and the two alternate alignments. The goals of this investigation are: identify soil types along the alignments, make recommendations regarding trench backfill, and identify bedrock within the trench depth. Three vertical borings and ten (10) hand-operated dynamic cone penetrometer soundings will be conducted for this investigation. Task!Deliverables • Coordinate with UI staff for boring on UI property. • Conduct field exploration. • Perform lab analysis. • Write geotechnical evaluation and recommendations report. Lump Sum Fee= $4,700 C. Preliminary Design The goal of the preliminary design is to detennine the ultimate alignment of the new thirty six inch (36") trunk line and to establish agreement between City and University. This work will consist of creating a profile of the three possible alignments to determine construction constraints and feasibility and assess line capacity. An opinion of probable construction costs will be created for each alignment. This task will also involve leading discussions with City Staff and University regarding alignment and schedule. Consultant will draft a memorandum of understanding (MOU) for execution by City and University. The MOU will establish the alignment, schedule, easement areas (temporary and permanent) across University property, and special construction requirements in Wick's Field. Consultant will provide City with legal descriptions of University easements and City will prepare the easement agreement. Task!Deliverables • Attend a kick off meeting with City (two people from Consultant's Meridian will attend). • Walk alignments to verify accuracy of survey map. • Conduct alignment meeting with City and University Staff to determine project constraints and acceptable alignments (two people from Consultant's Meridian will attend). 1115011/ll-421 - Rev I 20 11·11-9 Page 2 ---PAGE BREAK--- • Create preliminary plan and profile of the three alignments (role plots). • Create opinion of probable construction costs for the three alignments. • Write a technical memorandum that summarizes benefits and drawbacks for each alignment. • Lead efforts to determine alignment with City and University. • Conduct final alignment meeting with City and University Staff (two people from Consultant's Meridian will attend). • Create a memorandum of understanding between City and University (one draft and one final). • Write legal descriptions of permanent and temporary easements. Lump Sum Fee= $19,500 D. Field Exploration/Utility Conflicts During the Preliminary Design phase, Consultant will conduct field exploration of utility conflicts to establish utility size, type, and surveying elevation to determine conflicts. City's vactor truck and operator will assist with explorations. It is anticipated that one ( 1) day of field exploration work will be performed. Time and Material Budget = $5,000 E. Final Design Once the MOU is agreed upon, Consultant will begin the Final Design phase. This effort will consist of preparing construction documents in accordance with the local standard of care, including: drawings, special provisions to City's standards specifications, and modifications to City's boilerplate construction contract document. Documents at a fifty percent (50%) and ninety five percent (95%) level of completeness will be submitted to City for review, comment, and/or approval. Each submittal will include an opinion of probable construction costs. The drawings and specifications will be coordinated with City and University AlE Department (for sprinkler and lawn repair and staging area). In addition to the trunk line design, the plans will include traffic control. City's Comprehensive Sewer System Plan has been approved by DEQ; therefore it is assumed that City will approve the construction documents under the authorization granted in Idaho Code as a Qualified Licensed Professional Engineer (QLPE). Tasks/Deliverables • Create construction drawings. • Write special provisions to City's standard specifications. • Modify City's boilerplate contract documents for project. • Create bid documents. • Walk alignment with plan-in-hand at fifty percent (50%) construction documents. • Conduct independent, in-house, quality control review of construction documents. • Create opinion of probable construction costs for fifty percent (50%) and ninety five percent (95%) construction documents. • Participate in fifty percent (50%) and ninety five percent (95%) review meeting with City (two people from Consultant's Meridian will attend). 1115011/11-421- Rev I 2011-11-9 Page 3 ---PAGE BREAK--- Lump Sum Fee= $78,500 F. Bidding Assistance Consultant will assist City to bid the project to contractors. Consultant will provide City with bid documents for distribution to bidders. City will receive the bids and will present the recommendation to award to City Council. The fee for bidding assistance is based on a bidding the project one time. Tasks include: Tasks • Prepare advertisement for bid and give to City to issue to newspapers and plan rooms (Advertising costs paid for by City). • Conduct a pre-bid conference with bidders. • Respond to bidders questions. • Issue addenda to the bid documents. • Assist City to evaluate the bids. • Review lower bidder's documents for completeness. • Review lower bidder's contract submittals (insurance, bonding, etc.). • Make recommendation to award contract. Lump Sum Fee = $5,600 G. Construction Administration Consultant will serve as the engineer-of-record, providing construction administration for the project. Consultant will administer the requirements of the contract. For purposes of budgeting, Consultant assumes the construction will take ten (1 0) consecutive weeks. No construction work will be perfonned by Consultant. Tasks will include: Tasks • Issue notice to proceed. • Conduct pre-construction meeting. • Conduct weekly coordination meeting with the contractor and City (one [ 1] person from Consultant's Lewiston/Clarkston Office will attend). • Conduct coordination and pay application review meeting with City, University, and contractor (one [ 1] person from Consultant's Lewiston/Clarkston Office and Consultant's project manager from Meridian will attend). • Review contractor submittals. • Issue engineering supplemental instructions (ESI's). • Respond to requests for information. • Issue construction proposal requests. • Prepare construction change orders for execution by City and the contractor. • Perform substantial and final inspection and prepare punch lists. • Review contractor pay requests and make recommendation of payment to City. • Prepare project close-out documents which will include record drawings, final submittals, test reports, inspection reports, and project photos. (Operation and maintenance manuals are not anticipated for this project.) Time and Material Budget= 17,250 11150/l/ll·421- Rev I 2011-11-9 Pagc4 ---PAGE BREAK--- H. Construction Inspection Consultant will provide on-site, daily, construction inspection to monitor the contractor's performance. For substantial and final completion inspection, City will provide staff to attend the meetings and accept the work for City. Fee presented below, assumes one construction contract. For purposes of budgeting, Consultant assumes the construction will take ten (10) consecutive weeks. If construction is longer than ten ( 1 0) weeks, Consultant will be eligible for additional compensation. Tasks will include: Tasks • Construction inspection services will be daily, not continual, up to fifteen (15) hours per week. • Observe contractor's work for compliance with plans and specifications. • Observe materials used in the work for compliance with plans, specifications, and submittals. • Coordinate between the contractor, and City and University staff. • Coordinate with materials testing company. • Daily observation reports will be written. • Contractor's work will be photographed daily. • Maintain records for use in preparing project documentation. • Participate in substantial and final inspection meetings. • Observe whether all items on the final punch list have been completed or corrected. Time and Material Budget= $12,000 I. Construction Material Testing During construction Strata Inc, as a sub-consultant to Consultant, will perfonn material testing services. Tasks • Perform compaction testing of utility trenches and plant mix pavement. • Perfonn laboratory testing of trench soils and plant mix pavement. • Perform concrete field and laboratory testing on concrete work. Time and Material Budget = $7,800 J. Reimbursable Expenses The following items represent estimated budgets for reimbursable expenses. Where trips from our Meridian Office to Moscow area are tied to other projects in the area, travel expenses will be shared between projects. • Mileage - $0.51/mile Roundtrips Meridian-Moscow 600 miles, 12 trips Roundtrip Lewiston-Moscow, 66 miles, 10 trips • Hotel Rooms - $100 per night per person, 12 nights • Per Diem - $40 per day per out-of-town personnel only, 18 days • Bid Document Production ($0.60 / 22x34 sheet, $0.11 / l lxl7 sheet, $0.05 I 8.5x 11 page) $3,672 $336 $1,200 $720 $1200 Total Estimated Reimbursable Expenses = $7,128 11150/1/11-421- Rev 1 2011-11-9 Page 5 ---PAGE BREAK--- K. Administrative Reserve From time to time, City may have additional tasks related to the project or additional tasks may be encountered that are not identified in this scope of work. For these instances a time and material budget is established in order for Consultant to complete the additional services. Prior to the use of this contingency budget, City's representative will provide written (email) authorization to use the budget for particular tasks or activities. Time and Material Budget = $10,000 L. Meeting Notification Consultant will attend meetings in Moscow with a forty eight ( 48) hour notice. M. Work Not Included Items not a part of the scope of work are: • Floodplain model of Paradise Creek- According to the FEMA flood map, areas along the abandoned railroad may be within the flood plain. If the new pipeline is placed along the creek, there may be a need for a berm over the pipeline to maintain cover. If a berm is constructed and the berm is within the floodplain, a hydraulic model of the creek may be needed to detennine the affect of the berm on the floodplain. In addition, a floodplain permit would be needed by City's floodplain administrator and a request for a floodplain map revision may be required by FEMA. Fees for this service will be negotiated if work is required. • 404 Permit. It is assumed that the trunk line crossing Paradise Creek will rest on the existing abutments, the abutments will be modified for the larger sewer, but no excavation will occur below the high-water mark. • City will obtain all easements for the project, including writing legal descriptions (except for the legal description for the alignment across University's property) and preparing easement agreements. • Environmental research, documentation, or permits. 11150/1/11-421- Rev I 2011-11-9 Page 6 ---PAGE BREAK--- EXHIBIT SOUTHWEST TRUNK LINE PHASE III ESTIMATED COST TASK FEE/BUDGET A Topographical & Utility Survey $13,500 Lump Sum B. Geotechnical Investigation $4,700 Lump Sum C. Preliminary Design $19,500 Lump Sum D. Field Exploration/Utility Conflicts $5,000 Time & Materials E. Final Design $78,500 Lump Sum F. Bidding Assistance $5,600 LumJ> Sum G. Construction Administration $17,250 Time & Materials H. Construction Inspection $12,000 Time & Materials I. Construction Materials Testing $7,800 Time & Materials 1. Reimbursable Expenses $7,128 K. Administrative Reserve $10,000 Total= $180,978 11150/1/11-421-Rcv 12011-11-9 Page 7