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HomeMy WebLinkAboutProfessional Services Agreement with Arrowrock Engineering for Waterline Replacement Heidi Pl to Kimra StreetAGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 1St day of October, 2013, and entered into by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and Arrowrock Engineering, hereinafter referred to as "CONSULTANT", whose business address is 16773 N Yorkshire Ln, Nampa, ID 83687. INTRODUCTION Whereas, the City has a need for services involving WATERLINE REPLACEMENT — S. HEIDI PL — W. KIMRA STREET TO END; and WHEREAS, the Consultant is specially trained, experienced and competent to perform and has agreed to provide such services; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties agree as follows: TERMS AND CONDITIONS Scope of Services: 1.1 CONSULTANT shall perform and furnish to the City upon execution of this Agreement and receipt of the City's written notice to proceed, all services, and comply in all respects, as specified in the document titled "Scope of Services" a copy of which is attached hereto as Attachment "A" and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. 1.2 All documents, drawings and written work product prepared or produced by the Consultant under this Agreement, including without limitation electronic data files, are the property of the Consultant; provided , however, the City shall have the right to reproduce, publish and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Consultant may copyright the same, except that, as to any work which is copyrighted by the Consultant, the City reserves a royalty -free, non-exclusive, and irrevocable license to reproduce, publish and use such work, or any part thereof, and to authorize others to do so. 1.3 The Consultant shall provide services and work under this Agreement consistent with the requirements and standards established by applicable federal, state and city laws, ordinances, regulations and resolutions. The Consultant represents and warrants that it will perform its work in accordance Page 1 of 12 with generally accepted industry standards and practices for the profession or professions that are used in performance of this Agreement and that are in effect at the time of performance of this Agreement. Except for that representation and any representations made or contained in any proposal submitted by the Consultant and any reports or opinions prepared or issued as part of the work performed by the Consultant under this Agreement, Consultant makes no other warranties, either express or implied, as part of this Agreement. 1.4 Services and work provide by the consultant at the City's request under this Agreement will be performed in a timely manner in accordance with a Schedule of Work, which the parties hereto shall agree to. The Schedule of Work may be revised from time to time upon mutual written consent of the parties. 2. Consideration 2.1 The Consultant shall be compensated on a Not to Exceed basis as provided in Attachment B "Payment Schedule" attached hereto and by reference made a part hereof for the Not -to -Exceed amount of $15,900.00 2.2 The Consultant shall provide the City with a monthly statement, as services warrant, of fees earned and costs incurred for services provided during the billing period, which the City will pay within 30 days of receipt of a correct invoice and approval by the City. The City will not withhold any Federal or State income taxes or Social Security Tax from any payment made by City to Consultant under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of Consultant. 2.3 Except as expressly provided in this Agreement, Consultant shall not be entitled to receive from the City any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement., including , but not limited to, meals, lodging, transportation, drawings, renderings or mockups. Specifically, Consultant shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, paid holidays or other paid leaves of absence of any type or kind whatsoever. 3. Time of Performance: This agreement shall become effective upon execution by both parties, and shall expire upon completion of the agreed upon services, September 30, 2014 or unless sooner terminated as provided below or unless some other method or time of termination is listed in Attachment A. This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party, or (b) sale of Consultants business. Page 2 of 12 4. Independent Contractor: 4.1 In all matters pertaining to this agreement, CONSULTANT shall be acting as an independent contractor, and neither CONSULTANT nor any officer, employee or agent of CONSULTANT will be deemed an employee of CITY. Except as expressly provided in Attachment A, Consultant has no authority or responsibility to exercise any rights or power vested in the City. The selection and designation of the personnel of the CITY in the performance of this agreement shall be made by the CITY. 4.2 Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Consultant in fulfillment of this Agreement. 5. Indemnification and Insurance: CONSULTANT shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses and other costs including litigation costs and attorney's fees, arising out of, resulting from, or in connection with the performance of this Agreement by the CONSULTANT, its servants, agents, officers, employees, guests, and business invitees, and not caused by or arising out of the tortuous conduct of CITY or its employees. CONSULTANT shall maintain, and specifically agrees that it will maintain, throughout the term of this Agreement, liability insurance, in which the CITY shall be named an additional insured in the minimum amounts as follow: General Liability One Million Dollars ($1,000,000) per incident or occurrence, Professional Liability / Professional errors and omissions One Million Dollars ($1,000,000) aggregate, Automobile Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence and Workers' Compensation Insurance , in the statutory limits as required by law.. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless CITY; and if CITY becomes liable for an amount in excess of the insurance limits, herein provided, CONSULTANT covenants and agrees to indemnify and save and hold harmless CITY from and for all such losses, claims, actions, or judgments for damages or injury to persons or property and other costs, including litigation costs and attorneys' fees, arising out of, resulting from , or in connection with the performance of this Agreement by the Consultant or Consultant's officers, employs, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including use of. CONSULTANT shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing CONSULTANT'S compliance with the requirements of this paragraph and file such proof of insurance with the CITY at least ten (10) days prior to the date Consultant begins performance of its Page 3 of 12 obligations under this Agreement. In the event the insurance minimums are changed, CONSULTANT shall immediately submit proof of compliance with the changed limits. Evidence of all insurance shall be submitted to the City Purchasing Agent with a copy to Meridian City Accounting, 33 East Broadway Avenue, Meridian, Idaho 83642. 6. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: CITY City of Meridian Purchasing Manager 33 E Broadway Ave Meridian, ID 83642 208-888-4433 Email: kwatts@meridiancity.org CONSULTANT Arrowrock Engineering, LLC Attn: Jeremy Robbins 16773 N Yorkshire Ln Nampa, ID 83687 Phone: Email: irobbins(cr arrowrockeng.com Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 7. Attorney Fees: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 8. Time is of the Essence: The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. 9. Assignment: It is expressly agreed and understood by the parties hereto, that CONSULTANT shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of CITY. 10. Discrimination Prohibited: In performing the Services required herein, CONSULTANT shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. Page 4 of 12 11. Reports and Information: 11.1 At such times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement. 11.2 Consultant shall maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this or Agreement. This includes any handwriting, typewriting, printing, photo static, photographic and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof. 12. Audits and Inspections: At any time during normal business hours and as often as the CITY may deem necessary, there shall be made available to the CITY for examination all of CONSULTANT'S records with respect to all matters covered by this Agreement. CONSULTANT shall permit the CITY to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 13. Publication, Reproduction and Use of Material: No material produced in whole or in part under this Agreement shall be subject to copyright in the United States or in any other country. The CITY shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. 14. Compliance with Laws: In performing the scope of services required hereunder, CONSULTANT shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 15. Changes: The CITY may, from time to time, request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the amount of CONSULTANT'S compensation, which are mutually agreed upon by and between the CITY and CONSULTANT, shall be incorporated in written amendments to this Agreement. 16. Termination: If, through any cause, CONSULTANT, its officers, employees, or agents fails to fulfill in a timely and proper manner its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council determines that termination of this Agreement is in the best interest of CITY, the CITY shall thereupon have the Page 5 of 12 right to terminate this Agreement, in part or in its entirety, by giving written notice to CONSULTANT of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. CONSULTANT may terminate this agreement at any time by giving at least sixty (60) days notice to CITY. In the event of any termination of this Agreement, all finished or unfinished documents, data, and reports prepared by CONSULTANT under this Agreement shall, at the option of the CITY, become its property, and CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. Notwithstanding the above, CONSULTANT shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by CONSULTANT, and the CITY may withhold any payments to CONSULTANT for the purposes of set-off until such time as the exact amount of damages due the CITY from CONSULTANT is determined. This provision shall survive the termination of this agreement and shall not relieve CONSULTANT of its liability to the CITY for damages. 17. Construction and Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 18. Advice of Attorney: Each party warrants and represents that in executing this Agreement. It has received independent legal advice from its attorney's or the opportunity to seek such advice. 19. Entire Agreement: This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral of written, whether previous to the execution hereof or contemporaneous herewith. 20. Public Records Act: Pursuant to Idaho Code Section 9-335, et seq., information or documents received from the Contractor may be open to public inspection and copying unless exempt from disclosure. The Contractor shall clearly designate individual documents as "exempt" on each page of such documents and shall indicate the basis for such exemption. The CITY will not accept the marking of an entire document as exempt. In addition, the CITY will not accept a legend or statement on one (1) page that all, or substantially all, of the document is exempt from disclosure. The Contractor shall indemnify and defend the CITY against all liability, claims, damages, losses, expenses, actions, attorney fees and suits whatsoever for honoring such a designation or for the Contractor's failure to designate individual documents as exempt. The Contractor's failure to designate as exempt any document or portion of a document that is released by the CITY shall constitute a complete waiver of any and all claims for damages caused by any such release. Page 6 of 12 21. Confidentiality: Consultant understands and acknowledges that all tests and results(confidential information) are intended solely for the City. Consultant agrees to hold all confidential information in confidence and will not disclose the confidential information to any person or entity without the express prior written consent of City. 22. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho, and the ordinances of the City of Meridian. 23. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. CITY OF MERIDIAN ARROWROCK ENGINEERING, LLC BY: KEIT TTS, ur asing ManagerJEREMY ROBBI Dated: 1611113 • �l if' P.E. Dated:9/19/20/3 Department Approval BY: CA=;- CLINT DOLSBY, Asst. City ErIgineer Dated::— q' -to 1 -L'), 3 Page 7 of 12 Attachment A SCOPE OF WORK WATER LINE REPLACEMENT S. HEIDI PL. - W. KIMRA ST. TO END PROJECT UNDERSTANDING The Engineer will provide professional engineering services related to the design of approximately 415 LF of new 8" water main in S. Heidi Place, from W. Kimra Street to the end of the cul-de-sac and the connection of approximately 12 homes to the new water main. Installation may be open trenching or pipe -bursting depending on the outcome of the Engineer's investigation of the current installation. SCOPE OF WORK Task 1 — Administration 1.1 ENGINEER is required to submit written communication through the City's project management software (e -Builder). This includes but is not limited to the following: • Reports • Drawings • Requests for information • Request for action by City • General Project Documentation & Communication • Pay Invoices Assumptions: • Progress meetings will not be required due to the short duration of the project. • Progress reports shall be submitted to the City once a month through e - Builder. • An estimated four (4) invoices will be submitted to the City of Meridian. • City will provide access to e -Builder to Engineer. Page 8 of 12 Task 2 — Design Surveying 2.1 Field work associated with performing topographic survey required to complete the design. Topographic survey will cover existing utilities, irrigation, pavement, curb, gutter, sidewalk, buildings, water meters, and any other items required to complete the design. Engineer will request utility maps from the utility companies. It shall be the Engineer's responsibility to obtain permission from property owners to complete the surveying on private property if needed. City staff will assist Engineer with the forms and process of obtaining permission. 2.2 Office work associated with drafting the topographic survey and establishing centerline control and the public right-of-way. For the purpose of this project existing public right-of-way will be established using record of surveys and subdivision plats recorded with Ada County along with any property corners found during the topographic survey. Right-of- way or boundary surveys are not included in the scope of services. 2.3 Engineer will send a letter to each property owner notifying them of the project and the city's intention to connect them to the new water main. Item includes correspondence and coordination with property owners regarding surveying activities on their property. The letter will be submitted to City staff for approval prior to mailing of the letter. City will provide property owner names and mailing addresses as needed. This task also includes time responding to telephone calls from property owners. 2.4 This item includes investigating approximately twelve properties being connected to the new water main and locating existing service lines and connections to homes. Task 3 — Design Water Main 3.1 Review the existing water main to determine the location of existing water services and plot them on the plans. 3.2 This item includes reviewing the topographic survey and service lines and designing the horizontal and vertical layout of the new water main and water service lines. This will include determining if pipe -bursting is a feasible option by reviewing existing utility information and potential impacts. 3.3 The existing fire hydrant located at the end of the cul-de-sac shall be replaced with a new fire hydrant. Task 4 — Construction Document Preparation and Review Page 9 of 12 4.1 Develop plans, specifications, cost estimate, and bid schedule that meet current design standards and standard specifications of the City and ISPWC. Technical Specifications will conform to the formatting of the ISPWC. Engineer to prepare a Traffic Control Plan to be included in the construction plans. • The traffic control plan will be submitted to ACHD for review and approval. Engineer will revise plans as necessary and resubmit. • The contractor will use the plan to assist in obtaining a permit from ACHD. • The contractor will make all necessary revisions to the traffic control as required by ACHD and this language shall be included in the specifications. Engineer to prepare Erosion and Sediment Control Plan (ESCP) to be included in the construction plans. The Erosion and Sediment Control Plan (ESCP) will be prepared in accordance with the City of Meridian Construction Stormwater Management Program. It will be submitted to the City and ACHD for review and approval. Engineer will revise plans as necessary and resubmit to the entities with revisions. The contractor will use the plan to assist in obtaining a permit from ACHD. The contractor will make all necessary revisions to the Erosion and Sediment Control Plan (ESCP) as required by ACHD and this language shall be included in the specifications. 4.2 Submit five (5) full size physical copies of plans, two (2) physical copies of specifications, and one (1) electronic Word document of specifications to City Engineering for department review and comment. Engineer will revise plans as necessary and resubmit. 4.3 Submit three (3) full size physical copies of revised plans and specifications to City Engineering for Development Services and Environmental review. Engineer will revise plans as necessary and resubmit. 4.4 Submit four (4) full size physical copies of plans and specifications to City Engineering for QLPE review and approval. Engineer will revise plans as necessary and resubmit. Page 10 of 12 4.5 Prepare final construction documents with inclusion of any changes from the review phases and provide the following copies during and after the bidding phase: • Twenty (20) copies for bid and distribution purposes. • Up to five (5) copies for contractor's use. Assumptions: • Plan sets will not be submitted to ACHD until QLPE has approved plans. • Engineer shall post all construction plans on e -builder. Page 11 of 12 Attachment B MILESTONE / PAYMENT SCHEDULE A. Total and complete compensation for this Agreement shall not exceed $15,900.00. TASK DESCRIPTION DUE DATE AMOUNT Task 1 Administration • 120 days from NTP $720.00 Task 2 Design Surveying • 20 days from NTP $2,160.00 Task 3 Design Water Main • 30 days from NTP $1,182.00 Task 4 Construction Document Preparation and Review ■ 120 days from NTP $7,200.00 Task 5 Misc. Printing - As needed $438.00 Task 6 Riedesel Engineering — QA/QC, Specifications, & Survey Assistance ■ As needed $3,500 Task 7 Fox Land Surveying — Survey Control ■ As needed $700 TOTAL 1 $15,900.00 Travel expenses, if applicable, will be paid at no more than the City of Meridian's Travel and Expense Reimbursement Policy. Page 12 of 12