HomeMy WebLinkAbout2017-09-18-J08 Alices Rd Corridor Phase 5 Gas Main Relocate_Eng Agr1
AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
8” Transmission Line Relocation on Alice’s Road
City Project No. _______
This Agreement is made and entered into this ____ day of ____________, 2017, by and between
City of Waukee, a municipal corporation, hereinafter referred to as "City," and Black Hills/Iowa
Gas Utility Company, LLC d/b/a Black Hills Energy, (Fed. ID #_26-0463551), a Delaware
corporation incorporated and licensed under the laws of the State of Iowa, party of the second
part, hereinafter referred to as "Consultant" as follows:
THE CITY HEREBY AGREES TO RETAIN THE CONSULTANT FOR THE PROJECT AS
DESCRIBED IN THIS AGREEMENT AND CONSULTANT AGREES TO PERFORM THE
PROFESSIONAL SERVICES AND FURNISH THE NECESSARY DOCUMENTATION FOR
THE PROJECT AS GENERALLY DESCRIBED IN THIS AGREEMENT.
1. SCOPE OF SERVICES
Services provided under this Agreement shall be as further described in Attachment 1, Scope
of Services.
2. SCHEDULE
The schedule of the professional services to be performed shall conform to the Schedule set
forth in Attachment 2. Any deviations from the Schedule shall be approved by the authorized
City representative. The City agrees that the Consultant is not responsible for delays arising
from a change in the scope of services, a change in the scale of the Project or delays resulting
from causes not directly or indirectly related to the actions of the Consultant.
3. COMPENSATION
In consideration of the professional services provided herein, the City agrees to pay the
Consultant the following sum pursuant to the Schedule of Fees set forth in in Attachment
3:
A. The Consultant shall invoice the City monthly for services, any reimbursable expenses
and any approved amendments to this Agreement, based upon services actually
completed at the time of the invoice. Final payment shall be due and payable within 30
days of the City's acceptance of Consultant's submission of final deliverables in
accordance with the Scope of Services.
B. In consideration of the compensation paid to the Consultant, the Consultant agrees to
perform all professional services to the satisfaction of the City by performing the
professional services in a manner consistent with that degree of care and skill ordinarily
exercised by members of Consultant's profession currently practicing under similar
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circumstances. If the performance of this Agreement involves the services of others or the
furnishing of equipment, supplies, or materials, the Consultant agrees to pay for the same
in full.
4. INSURANCE
A. Consultant understands and agrees that Consultant shall have no right of coverage
under any and all existing or future City comprehensive, self or personal injury
policies. Consultant shall provide insurance coverage for and on behalf of Consultant
that will sufficiently protect Consultant or Consultant' representative(s) in connection
with the professional services which are to be provided by Consultant pursuant to this
Agreement, including protection from claims for bodily injury, death, property
damage, and lost income. Consultant may satisfy any of the requirements in
paragraphs B. through D. with any combination of self-insured retention or
commercial insurance coverage. Consultant shall provide worker's compensation
insurance coverage for Consultant and all Consultant's personnel. Consultant shall file
applicable insurance certificates or confirmation of self-insured retentions with the
City, and shall also provide evidence of the following additional coverage.
B. The Consultant shall provide evidence of comprehensive general liability coverage
and contractual liability insurance by an insurance company licensed to do business in
the State of Iowa in the limits of at least $1,000,000 each personal injury accident
and/or death; $1,000,000 general aggregate personal injury and/or death; and
$1,000,000 for each property damage accident. The evidence shall designate the City
as an additional insured, and that it cannot be canceled or materially altered without
giving the City at least thirty (30) days written notice by registered mail, return receipt
requested.
C. The Consultant shall also provide evidence of automobile liability coverage in the
limits of at least $1,000,000 bodily injury and property damage combined. The
evidence shall designate the City as an additional insured, and that it cannot be
cancelled or materially altered without giving the City at least thirty (30) days written
notice by registered mail, return receipt requested.
D. The Consultant shall provide evidence of professional liability insurance, by an
insurance company licensed to do business in the State of Iowa, in the limit of
$1,000,000 for claims arising out of the professional liability of the Consultant.
Consultant shall provide City written notice within five (5) days by registered mail,
return receipt requested of the cancellation or material alteration of the professional
liability policy.
E. Failure of Consultant to maintain any of the insurance coverages set forth above shall
constitute a material breach of this Agreement.
5. NOTICE
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Any notice to the parties required under this agreement shall be in writing, delivered to the
person designated below, by United States mail or in hand delivery, at the indicated address
unless otherwise designated in writing.
FOR THE CITY: FOR THE CONSULTANT:
Name: City of Waukee Name: Black Hills Energy
Attn: John Gibson Attn: Evan Petersen
Title: Director of Public Works Title: Operations Manager
Address: 230 W. Hickman Road Address: 1205 SW 37th Street
City, State: Waukee, IA 50263 City, State: Grimes IA 50226
6. GENERAL COMPLIANCE
In the conduct of the professional services contemplated hereunder, the Consultant shall
comply with applicable state, federal, and local law, rules, and regulations, technical
standards, or specifications issued by the City. Consultant must qualify for and obtain any
required licenses prior to commencement of work, including any professional licenses
necessary to perform work within the State of Iowa.
7. STANDARD OF CARE
Services provided by the Consultant under this Agreement shall be performed in a manner
consistent with that degree of care and skill ordinarily exercised by members of the same
profession currently practicing under similar circumstances.
8. INDEPENDENT CONTRACTOR
Consultant understands and agrees that the Consultant and Consultant's employees and
representatives are not City employees. Consultant shall be solely responsible for payment of
salaries, wages, payroll taxes, unemployment benefits, or any other form of compensation or
benefit to Consultant or Consultant's employees, representatives or other personnel
performing the professional services specified herein, whether it be of a direct or indirect
nature. Further, it is expressly understood and agreed that for such purposes neither
Consultant nor Consultant's employees, representatives or other personnel shall be entitled to
any City payroll, insurance, unemployment, worker's compensation, retirement, or any other
benefits whatsoever.
9. NON-DISCRIMINATION
Consultant will not discriminate against any employee of applicant for employment because
of race, color, sex, national origin, religion, age, handicap, or veteran status. Consultant will,
where appropriate or required, take affirmative action to ensure that applicants are employed,
and that employees are treated, during employment, without regard to their race, color, sex,
or national origin, religion, age, handicap, or veteran status. Consultant will cooperate with
the City in using Consultant's best efforts to ensure that Disadvantaged Business Enterprises
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are afforded the maximum opportunity to compete for subcontracts of work under this
Agreement.
10. HOLD HARMLESS
Consultant agrees to indemnify and hold harmless the City, its officers, agents, and
employees from any and all claims, settlements and judgments, to include all reasonable
investigative fees, attorney's fees, and court costs for any damage or loss which is due to or
arises from a breach of this Agreement, or from negligent acts, errors or omissions in the
performance of professional services under this Agreement and those of its sub consultants or
anyone for whom Consultant is legally liable.
City agrees to indemnify and hold harmless the Consultant, its officers, agents, and
employees from any and all claims, settlements and judgments, to include all reasonable
investigative fees, attorney’s fees, and court costs for any damage or loss which is due to or
arises from any act of negligence of the City, its employees, or its agents.
11. ASSIGNMENT
Consultant shall not assign or otherwise transfer this Agreement or any right or obligations
therein without first receiving prior written consent of the City.
12. APPROPRIATION OF FUNDS
The funds appropriated for this Agreement are equal to or exceed the compensation to be
paid to Consultant. The City's continuing obligations under this Agreement may be subject to
appropriation of funding by the City Council. In the event that sufficient funding is not
appropriated in whole or in part for continued performance of the City's obligations under
this Agreement, or if appropriated funding is not expended due to City spending limitations,
the City may terminate this Agreement without further compensation to the Consultant. To
the greatest extent allowed by law, the City shall compensate Consultant as provided in
Section 18(6) of this Agreement.
13. AUTHORIZED AMENDMENTS TO AGREEMENT
A. The Consultant and the City acknowledge and agree that no amendment to this
Agreement or other form, order or directive may be issued by the City which requires
additional compensable work to be performed if such work causes the aggregate amount
payable under the amendment, order or directive to exceed the amount appropriated for
this Agreement as listed in Section 3, above, unless the Consultant has been given a
written assurance by the City that lawful appropriation to cover the costs of the additional
work has been made.
B. The Consultant and the City further acknowledge and agree that no amendment to this
Agreement or other form, order or directive which requires additional compensable work
to be performed under this Agreement shall be issued by the City unless funds are
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available to pay such additional costs, and the Consultant shall not be entitled to any
additional compensation for any additional compensable work performed under this
Agreement. The Consultant expressly waives any right to additional compensation,
whether in law or equity, unless prior to commencing the additional work the Consultant
was given a written amendment, order or directive describing the additional compensable
work to be performed and setting forth the amount of compensation to be paid, such
amendment, order or directive to be signed by the authorized City representative. It is the
Consultant's sole responsibility to know, determine, and ascertain the authority of the
City representative signing any amendment, directive or order.
14. OWNERSHIP OF CONSULTING DOCUMENTS
All sketches, tracings, plans, specifications, reports, and other data prepared under this
Agreement shall become the property of the City; a reproducible set shall be delivered to the
City at no additional cost to the City upon completion of the plans or termination of the
services of the Consultant. All drawings and data shall be transmitted in a durable material,
with electronic files provided when feasible to do so. The Consultant's liability for use of the
sketches, tracings, plans, specifications, reports, and other data prepared under this
Agreement shall be limited to the Project.
15. INTERPRETATION
No amendment or modification of this Agreement shall be valid unless expressed in writing
and executed by the parties hereto in the same manner as the execution of the Agreement.
This is a completely integrated Agreement and contains the entire agreement of the parties;
any prior written or oral agreements shall be of no force or effect and shall not be binding
upon either party. The laws of the State of Iowa shall govern and any judicial action under
the terms of this Agreement shall be exclusively within the jurisdiction of the district court
for Dallas County, Iowa.
16. COMPLIANCE WITH FEDERAL LAW
To the extent any federal appropriation has or will be provided for the Project, or any federal
requirement is imposed on the Project, Consultant agrees that Consultant will comply with all
relevant laws, rules and regulations imposed on City and/or Consultant necessary for receipt
of the federal appropriation. Consultant shall provide appropriate certification regarding
Consultant's compliance.
17. SOLICITATION AND PERFORMANCE
A. The Consultant warrants that it has not employed or retained any company or person,
other than a bona fide employee working for the Consultant, to solicit or secure this
Agreement, and that the Consultant has not paid or agreed to pay any company or person
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other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or
contingent fee.
B. The Consultant shall not engage the services of any person or persons in the employ of
the City at the time of commencing such services without the written consent of the City.
18. SUSPENSION AND TERMINATION OF AGREEMENT
A. The right is reserved by the City to suspend this Agreement at any time. Such suspension
may be effected by the City giving written notice to the Consultant, and shall be effective
as of the date established in the suspension notice. Payment for Consultant's services
shall be made by the City for services performed to the date established in the suspension
notice. Should the City reinstate the work after notice of suspension, such reinstatement
may be accomplished by thirty (30) days written notice within a period of six (6) months
after such suspension, unless this period is extended by written consent of the Consultant.
B. Upon ten (10) days written notice to the Consultant, the City may terminate the
Agreement at any time if it is found that reasons beyond the control of either the City or
Consultant make it impossible or against the City's interest to complete the Agreement. In
such case, the Consultant shall have no claims against the City except for the value of the
work performed up to the date the Agreement is terminated.
C. The City may also terminate this Agreement at any time if it is found that the Consultant
has violated any material term or condition of this Agreement or that Consultant has
failed to maintain workers' compensation insurance or other insurance provided for in
this Agreement. In the event of such default by the Consultant, the City may give ten (10)
days written notice to the Consultant of the City's intent to terminate the Agreement.
Consultant shall have ten (10) days from notification to remedy the conditions
constituting the default.
D. In the event that this Agreement is terminated in accordance with paragraph C of this
section, the City may take possession of any work and may complete any work by
whatever means the City may select. The cost of completing said work shall be deducted
from the balance which would have been due to the Consultant had the Agreement not
been terminated and work completed in accordance with contract documents.
E. The Consultant may terminate this Agreement if it is found that the City has violated any
material term or condition of this Agreement. In the event of such default by the City, the
Consultant shall give ten (10) days written notice to the City of the Consultant's intent to
terminate the Agreement. City shall have ten (10) days from notification to remedy the
conditions constituting the default.
19. TAXES
The Consultant shall pay all sales and use taxes required to be paid to the State of Iowa on
the work covered by this Agreement. The Consultant shall execute and deliver and shall
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cause any sub-consultant or subcontractor to execute and deliver to the City certificates as
required to permit the City to make application for refunds of said sales and use taxes as
applicable. The City is a municipal corporation and not subject to state and local tax, use tax,
or federal excise taxes.
20. SEVERABILITY
If any portion of this Agreement is held invalid or unenforceable by a court of competent
jurisdiction, the remaining portions of this Agreement shall continue in full force and effect.
21. MISCELLANEOUS HEADINGS
Title to articles, paragraphs, and subparagraphs are for information purposes only and shall
not be considered a substantive part of this Agreement.
22. FURTHER ASSURANCES
Each party hereby agrees to execute and deliver such additional instruments and documents
and to take all such other action as the other party may reasonably request from time to time
in order to effect the provisions and purposes of this Agreement.
23. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall
constitute an original document, no other counterpart needing to be produced, and all of
which when taken together shall constitute the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized officers or agents on the day and year first above written.
CONSULTANT CITY OF WAUKEE
By: ________________________________ By: __________________________
Name: _____________________________ William F. Peard, Mayor
Title: ______________________________
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ATTACHMENT 1
SCOPE OF SERVICES
The work to be performed by the Consultant under this agreement shall encompass and include
detailed work, services, materials, equipment and supplies necessary to complete analysis and
design for the project.
General Description & Scope –
Black Hills Energy (BHE) will notify the IUB, design, assist the City of Waukee with the bid, and selection
of a 3rd Party Contractor, ensure the city acquires the required materials, and oversee/manage the actual
construction and relocation of the 4200 ft of 8” Transmission line due to the new road being built between
Horizon Point Drive and the DRS located north of Southeast Olsen Road on Alice’s Road in Waukee IA.
This line will be designed and constructed to the requirements noted in the DOT CFR Part 192
regulations to maintain an 800# transmission line MAOP. All work is to be completed by April 15th, 2018
unless other arrangements are made with the City of Waukee.
Permitting/Design Phase –
BHE will notify the IUB of the project, while it is not required to modify the permit, the IUB has advised that
we need to file a notification on their EFS of the work being completed.
BHE Operational, Regulatory, & Legal review to ensure compliance.
Design/Provide Construction Drawings of the project for the contractors to use in the
bidding/constructing the new line.
BHE will:
Develop detailed design of the 8” pipeline route from the starting point of the road project at
Horizon Point Drive to the inlet of the DRS located north of Southeast Olsen Road on Alice’s
Road in Waukee IA.
The route of the 8” pipeline will be located to the furthest west point possible in the city ROW
along Alice’s Road – the route will be staked by the City of Waukee prior to the actual
construction.
Provide engineering design and drawings for tapping, stopping, purging, and relocation of the
lines in accordance with DOT and IUB requirements. The city of Waukee will provide the
electronic files of the CAD/Survey drawings.
Provide complete material list and specifications for necessary components of pipeline.
Provide all specifications, schematics, and drawings required for construction bid packets.
Pre-Bid Meeting - BHE will participate by:
Inviting no fewer than 6 reputable contractors to bid the project
Assist with the Pre-Bid Meeting/Explaining the project to contractors
Bid’s will be requested with a total project and unit price logic
Assist with receiving the Bids/Respond to/manage all questions/concerns – ensure all contractors
receive all information
Analyze Bids/make a recommendation to the City of Waukee, discuss the logic used with the
recommendation to ensure the city of Waukee is in agreement with the choice
Construction Phase –
This construction phase includes the entire natural gas transmission system from Horizon Point Drive and
the DRS located north of Southeast Olsen Road on Alice’s Road in Waukee IA and will allow the City of
Waukee to maintain a 800# MAOP on this transmission line.
Project Management – Hourly Rate – For all work after the Permitting/Design Specification/Contractor
Selection is completed.
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o Ensuring contractor/sub-contractors/have proper certifications
o Ensuring proper all materials used meet the proper standards
o Coordinating all phases of the project/troubleshooting any issues
o Monthly Reporting/regular communications with the city of Waukee up to the start of construction –
Weekly meetings when the project starts with the 3rd Party Contractor, BHE Inspector, and the City of
Waukee to ensure a smooth project.
o Pre-Construction Meeting – (Inspector & Contractor costs will start during this phase)
Plan for/host pre-construction meetings with all parties involved in the project – Contractors –
Engineers – other utilities – inspectors to lay out expectations/reporting requirements/etc.
Actual Construction – City of Waukee is responsible for all material/contractor/permitting costs – Black
Hills Energy will provide:
o Project Inspector– hourly rate
o Welding Inspector– hourly rate
Pipeline Startup/Pressurization Meeting – This phase will include the pigging, purging, and pressurizing of
the system with natural gas.
Ensure all required work has been completed/required documentation is in hand before we
pressurize the system
Develop and ensure the startup plan is followed properly to ensure all works as designed
Close Project –
Ensure all phases are complete
AsBuilt documentation provided to the city of Waukee
Items specifically not included:
1. Any easements required outside of the ROW including surveying and any landowner payments.
2. Firm design price is based on no deviations from route noted, pipe specifications, or dates
required.
3. Does not include any services for the maintenance or operation of any pipeline or pipeline
facilities – that agreement will be created separately.
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ATTACHMENT 2
PROJECT SCHEDULE
The time of completion of the scope of services under this Agreement shall be as follows:
Work to be completed at a mutually agreed upon time based on design completion, material and
contractor availability, but before April 15th of 2018.
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ATTACHMENT 3
SCHEDULE OF FEES
Permitting/Design Phase –
Fixed price of $75,000. This will be billed when the Contract is signed with the successful bidder.
Construction Phase –
BHE will provide the following resources for an hourly rate as needed:
Project Manager - $175 an hour
Project Inspector - $125 per hour
Welding Inspector - $125 per hour