Resolution - 1992 - 07 - Approve Water Contract And First Amendment Between City & Engineering Management & Maintenance Inc. - 05/26/1992
RESOLUTION
92- 7
A RESOLUTION APPROVING THE WATER SERVICE CONTRACT AND FIRST
AMENDMENT THERETO, BETWEEN THE CITY OF EAGLE AND
ENGINEERING MANAGEMENT AND MAINTENANCE, INC.,
DATED MAY ~~, 1992 AND AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE THE SAME
WHEREAS, the City of Eagle desires to enter into a contract
with Engineering Management and Maintenance, Inc. for the
management and maintenance of the City's domestic water system.
NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF EAGLE, IDAHO, THAT:
section 1: The City Council hereby approves the Water
Service Contract, between the City of Eagle and Engineering,
Management and Maintenance, Inc., dated May~, 1992, a copy of
which Agreement is attached hereto as Exhibit A and incorporated
herein by this reference, for the management and maintenance of the
City's domestic water system. The City Council hereby authorizes
the Mayor and city Clerk to execute and attest, respectively, an
agreement in substantially the same form as the Water Service
Contract on behalf of the City.
section 2: This Resolution shall be in full force and effect
immediately upon its adoption and approval.
DATED this o?~ day of May, 1992.
City of Eagle
::a~~
Mayor -
Attest:
/~
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RECEIVED ,;I1,f •- 4 1992
WATER SERVICE CONTRACT
THIS AGREEMENT, dated May, 1992, is entered into between the
CITY OF EAGLE, an Idaho municipal corporation, whose address is
City Hall, P. O. Box 477, Eagle, Idaho 83616 ("Owner"), and
ENGINEERING, MANAGEMENT AND MAINTENANCE, INC., an Idaho
corporation, whose address is 10487 Overland Road, #116, Boise,
Idaho 83709 ("EM2, Inc.").
1. The Owner is, or is about to become, the owner of the
domestic water system presently constructed, and as to be expanded
in the future, to serve the Lexington Hills and Echo Creek
Subdivisions in Eagle, Idaho, and which may be extended to serve
other subdivisions, in which case the service provided for herein
to Lexington Hills and Echo Creek Subdivisions shall be provided to
other subdivisions served by the Owner on the same terms and
conditions ("Water Service Area"). The domestic water system
(hereinafter called the "Water System") presently consists of
well(s), pumps, pump houses and related appurtenances, water
distribution systems and appurtenances. The location of the Water
System is depicted on the attached Exhibit A and Exhibit B.
2. EM2, Inc. agrees to perform the following services under
this agreement promptly and in a good and workmanlike manner:
a. Meters: To furnish and install water meters for
the individual lots on request of the Owner, said
meters to become a part of the Water System and the
property of the Owner upon installation thereof.
b. Normal Operation and Maintenance: To perform all
services and furnish all necessary materials and
equipment in connection with the normal operation
and maintenance of the Water System, including
periodic inspections and preventive maintenance of
the Water System, meter reading, billing, record
keeping, reporting and submission of water samples
to health laboratories on a monthly or other
required periodic basis, and to do all other things
necessary to comply with applicable federal, state
or local health authority requirements in
connection with the operation of a domestic water
system, including but not limited to the operating,
testing and reporting requirements of state and
federal law applicable to public drinking water
systems.
3. Owner agrees to pay EM2, Inc. for services and materials
to be performed or furnished by or under the supervision of EM2,
Inc. in accordance with the following schedule:
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a. For Normal. Maintenance and Operations: A $3.00 per
month per customer fee or charge plus mileage or
$100.00 per month, for all customers served under
this contract, plus mileage at $0.20 per mile,
whichever is greater. EM2, Inc. shall mail �r
deliver, no more frequently than once per month, an
invoice for all charges incurred by Owner under the
terms of this Service Contract. The invoice shall
be due within 30 days of its delivery. Along with
the invoice, EM2, Inc. shall deliver a monthly
statement of all customers served, the amount of
mileage and the date the mileage was incurred.
b. Meters: EM2, Inc. will furnish, install, and
maintain all water meters. The cost to furnish and
install a water meter is $120.00, which EM2, Inc.
will include in the monthly invoice to the Owner.
c. Extra Work: Major pump work will be performed by a
qualified pump repair company with the actual
charges of the pump repair company billed to the
Owner according to the terms and conditions
contained in Paragraph 3.a. EM2, Inc. will take
reasonable steps to ensure that such costs are
competitive, considering all relevant
circumstances. EM2, Inc. will be paid for hours of
supervision of extra work only when requested by
the Owner to be on site while such repairs are
under way. Major breaks and repair shall be
charged at, the lesser of, cost plus 15%, or at the
hourly rates as shown:
Before
estimate of
provided to
$20.00 per hour
$15.00 per hour
$20.00 per hour
$15.00 per hour
$ 5.00 per hour
$12.00 per hour
EM2, Inc. supervision
Laborer
Backhoe*
Dump Truck*
Pickup*
Compressor and related tools
Items marked with an *, i.e.: include insurance,
fuel and other necessary incidentals.
Other equipment shall be at agreed rates, which
shall not exceed competitive rates.
any work is undertaken under Paragraph 3.c., an
the costs of repair shall be obtained by EM2, Inc. and
the Owner for its approval. In the event the estimated
costs of repair exceeds Five Thousand'Dollars ($5,000) for service
work or Ten Thousand Dollars ($10,000) for repair, maintenance or
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materials, the work shall then be competitively bid in accordance
with the state laws governing municipal competitive bidding.
4. All prices in this Water Service Contract, including the
price to furnish and install water meters, shall be subject to
change by EM2, Inc. annually on the anniversary date of this Water
Service Contract. In the event EM2, Inc. desires to change any fee
or charge under this Water Service Contract, it shall give written
notice to the Owner of its desire to do so, at least sixty (60)
days prior to the anniversary date of the Water Service Contract.
In the event the Owner fails to give written notice of its approval
of the fees or charges to be changed by EM2, Inc., for the
following year, on or before the anniversary date of this Water
Service Contract, the Water Service Contract shall expire without
any additional notice at the expiration of its term.
5. EM2, Inc., at its sole expense, shall provide and
maintain comprehensive general liability insurance, naming the
Owner as an additional insured, in the amount of One Million
Dollars ($1,000,000) for injuries, including wrongful death or
property damage or other loss as a result of any one occurrence or
accident. The policy shall provide that the Owner is to 'receive
notice of intent by the insurance company to cancel or of any
substantial modification to the policy, at least twenty (20) days
in tpe advance of such cancellation or modification. In addition,
the insurance policy shall provide that the Owner is to receive
annual proof of renewal of such insurance not less than ten (10)
days before expiration.
6. This Water Service Contract is for an initial term of one
year from the date of execution herein by the Owner and EM2, Inc.
The Water Service Contract is automatically renewable for an
additional one-year terms, provided that Owner has given written
approval to the fees and charges to be charged by EM2, Inc. for the
following year, as further described in Paraaraoh 4. This Water
Service Contract may be terminated without cause by either party
upon written notice given at least sixty (60) days in advance of
the effective termination date, provided, however, that EM2, Inc.
agrees to provide continued operation and maintenance of the Water
System for a reasonable time, considering all of the circumstances,
notwithstanding termination of this contract or failure or refusal
of either party to agree to a renewal or extension of the contract.
7. The parties agree that EM2, Inc. is an independent
contractor, and the Owner is the Principal, and that nothing herein
contained shall be construed to create a joint venture, partnership
or other similar relationship which might subject either party to
liability for the debts or obligations of the other. Each party
agrees to indemnify and hold harmless the other party against any
and all liabilities, losses, damages, costs or expenses, including
reasonable legal fees as a result of any claims, causes of action,
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judgments and damages of any kind arising out of work performed
under this Water Service Contract that they might sustain, caused
in whole or part by any negligent or wrongful acts or omissions on
the part of the indemnifying party or any employee or agent of said
party.
8. EM2, Inc. agrees to bill the owners of lots in Lexington
Hilts and Echo Creek Subdivisions and others as may be added from
time to time by Owner ("Water Customers") as soon as reasonably
possible after EM2, Inc. obtains the information necessary to do
so, monthly, at the same time each month, for the water customer's
water service charges for the preceding month. EM2, Inc. will
deposit Water Customer payments into a designated City of Eagle
account within forty-eight (48) hours after receipt. EM2, Inc.
agrees to provide a monthly accounting to Owner, showing all
payments received by EM2, Inc., the Water Customer's name, account
number, property address, amount of water used and the amounts owed
by each water customer. Owner and EM2, Inc. agree to determine the
content and form of the monthly reports. The Owner will collect
the hook-up fees charged to water customers. EM2, Inc. shall bill
the Owner monthly for any and all charges that it is entitled to
receive under this Water Service Contract.
9. The Owner shall establish and advise EM2, Inc. of the
scheduled water service charges to the water service customers and
the City Ordinances affecting water use and any rules and
regulations relating to water services.
10. Notices to be given under this Water Service Contract
shall be in writing and be delivered in person or by public or
private courier service (including U.S. Postal Service Express
Mail) or registered or certified mail or by facsimile. Any notice
given by registered or certified mail shall be sent with return
receipt requested. All notices shall be addressed to the parties
at the following addresses or at such other addresses as the
parties may from time to time direct in writing.
OWNER:
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J
'J
The City of Eagle
City Hall
P. O. Box 477
Eagle, ID 83616
(208) 939-6813
FAX: (208) 939-6827
4
Any
delivery
regular,
delivery
With a copy to:
EM2, INC.:
Mona Dobaran Mack
City Attorney
Davis Wright Tremaine
702 West Idaho St., Suite 700
Boise, ID 83702
(208) 338-8215
FAX: (208) 338-8299
Keith Stokes
President
Engineering, Management and
Maintenance, Inc.
10487 Overland Rd., #116
Boise, ID 83709
(208) 376-4145; (208) 375-1130
(No FAX)
notice shall be deemed to have been given on (a) actual
or refusal, (b) the day of mailing, if delivery is by
registered or certified mail, or (c) the day facsimile
is verified.
11. EM2, Inc. agrees to act as custodian of those records,
files, computer records, invoices and statements which EM2, Inc.
prepares or obtains while acting under this Water Service Contract
as it pertains to the Owner's Water System ("Records"), which such
Records shall belong to and are the sole property of the Owner.
EM2, Inc. agrees to turn over the Records to the Owner upon demand.
EM2, Inc. further agrees to make available to the Owner, all
Records and computer programs, for inspection purposes, relating
the Water System which are the subject of the Water Service
Contract, during regular business hours, provided Owner gives EM2,
Inc. forty-eight (48) hours notice in advance of Owner's desire to
make such inspection.
12. EM2, Inc. agrees to comply with all of the Owner's
Ordinances, rules and regulations pertaining to the ownership,
management operation and supervision of its domestic water system
and to act as an agent for the Owner and further to act at the
Owner's discretion.
13. EM2, Inc. agrees to collect delinquent accounts according
to the terms and conditions of the Owner's Ordinances, rules and
regulations pertaining to the domestic water system, including
collection of amounts owed through small claims court.
14. EM2, Inc. agrees to send a representative to all meetings
of the Owner's City Council, when its attendance is requested by
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the Owner, and the Owner agrees to pay EM2, Inc. the fee herein
provided for supervision, in Paraaraph 3.a, plus mileage.
15. EM2, Inc. agrees to contact Digline and establish EM2,
Inc. as the Owner's representative for the Water System in those
areas that the Owner is providing water service, designated as the
Water Service Area. EM2, Inc. further agrees to respond to calls
concerning the location of water lines and mark their location as
required by Digline. The fees payable to EM2, Inc. for services
provided under this paragraph shall be as follows:
a) the initial contact and establishment of EM2, Inc. as the
Owner's representative with Digline, as well as any
ongoing administrative matters with Digline, shall be
included in the basic service provided by EM2, Inc. to
the Owner and this shall be included in the base fee
contained in Paragraph 3.a.
b) EM2, Inc. shall be reimbursed for any costs it incurs as
a result of acting as the Owner's representative plus
15%. EM2, Inc. shall obtain prior written approval for
all expenses related to acting as the 'Digline
representative over $100 from the Owner.
c) The Owner agrees to pay EM2, Inc. the fee for
supervision, as contained in Paraaraph 3.c, for all work
that EM2, Inc. performs in identifying and marking water
lines as required by Digline.
16. The Owner reserves the right, by providing thirty days
advance written notice to EM2, Inc., to reassign the billing and
collection responsibilities under this Water Service Contract, to
any party or entity that is so desires. EM2, Inc. shall within a
reasonable period of time after any such reassignment, review its
fee structure and reduce the fee charged to the Owner to reflect
this reassignment of responsibilities under the Water Service
Contract.
17. This Water Service Contract constitutes the entire
agreement between Owner and EM2, Inc., and there are no other
representations or promises between them other than those expressly
stated or provided for herein.
18. Time is of the essence of this Water Service Contract.
19. In the event any action is filed to enforce this Water
Service Contract, or for damages arising out of any default in the
performance of this Water Service Contract, the prevailing party
shall be entitled to recover reasonable attorney fees and all costs
incurred in connection with such action.
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DATED: 5 'A6'?- OWNER: CITY OF E LE
Attest:
C erk
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DATED: t-://3-- 9 /—
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El ,Attest:
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Seicreta•y
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7
Mayor
ENGINEERING, MANAGEMENT
AND MAINTENAN 4 INC. •
Keith Stokes, resident