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AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN STRATA AND CITY OF MOSCOW, IDAHO THIS AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN STRATA AND CITY OF MOSCOW IDAHO (hereinafter referred to as "AGREEMENT'), made and entered into this C day of 2012 by and between the City of Moscow Idaho, 206 East Third Street Moscow Idaho, 83843 a municipal corporation of the State of Idaho (hereinafter "CITY"), and STRATA, a professional services corporation, 6 O'Donnell Road, Pullman, Washington, 99163 (hereinafter "STRATA"). WI T N E S S E T H: The parties hereto wish to agree regarding the construction material testing services on the College Street Reconstruction project (hereinafter "THE PROJECT") as set forth below: WHEREAS, STRATA agrees to complete Scope of Services described hereinbelow as a part of its project to provide construction material testing services on the College Street Reconstruction project; and NOW THEREFORE, be it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: STRATA shall furnish all of the following professional services for THE PROJECT as described by task and title in Scope of Services: SECTION I: SCOPE OF SERVICES STRATA shall provide CITY with all of the complete tasks described herein and as stated below. A. Scope Of Services: Based on STRATA's understanding of THE PROJECT and interactions with the CITY, STRATA anticipates its services on THE PROJECT will consist of the following: 1. Earthwork density testing and observation. STRATA will provide a field professional to conduct nuclear density testing for subgrade preparation, aggregate base course, and utility trench backfill. STRATA will sample on-site and imported materials used for base course and transport these samples to its laboratory for Proctor testing. Per the Material Testing Frequency Matrix, STRATA will conduct density testing for every three hundred (300) lineal feet of roadway and walkway subgrade and base course. Utility trench backfill will be tested once per one hundred (100) lineal feet on each lift. STRATA's visits will be periodic and coordinated by either City or its general contractor. STRATA understands that sieve analysis, fractured face, and sand equivalent tests will not be required at this time. AGREEMENT FOR PROFESSIONAL SERVICES- CITY AND STRATA PAGE 1 OF 9 ---PAGE BREAK--- 2. Concrete sampling and testing. During concrete placement events, STRATA will provide a field professional certified by the American Concrete Institute (ACI) to sample and test fresh concrete. STRATA'S field services will include on-site testing for concrete slump, temperature, air content, and casting compressive strength test cylinder specimens during each concrete placement event. After initial curing on-site, STRATA personnel will pick up and transport test specimens to their laboratory for testing. Testing will be conducted for every five ( 5) concrete truck loads or once per day, whichever is more frequent. 3. Hot-mixed asphalt testing. Referencing the Material Testing Frequency Matrix, STRATA anticipates the HMA contractor will provide their own quality control density testing and that the CITY will not require independent density testing. If required, STRATA can provide a field professional for nuclear density testing or HMA sampling for oil content and extraction gradation using the unit rates outlined in their fee estimate. 4. Other Services. a. Daily field reports will be generated while STRATA's staff is on site. These reports will be typed at STRATA's office and transmitted weekly to CITY. After PROJECT completion, STRATA will provide a final PROJECT binder which summarizes STRATA's reports, test results, and observations and include all published documents. b. Items found in non-compliance with THE PROJECT requirements will be brought to CITY's immediate attention. STRATA's PROJECT manager will review the daily progress reports to monitor items requiring re-inspection and the hours involved in these re-inspections. These items will be documented and this information will be forwarded to CITY periodically for appropriate action and tracking. STRATA's services will be provided when requested by the CITY or the appropriate subcontractors. STRATA requires at least twenty four (24) hours advance notice to accommodate CITY's testing requests. Short notice or weekend testing requests will result in additional fees and possible schedule constraints. SECTION II. CITY shall provide STRATA the following: Client Responsibilities. CITY will identify a representative who is responsible for communications with STRATA and is authorized to act fully on client's behalf. Before STRATA commences their services, CITY agrees to provide: a PROJECT description; the property location and a description; property access; and the specific location of any underground utilities, structures, and known or suspected hazardous materials. STRATA is entitled to reasonably rely on all information provided by CITY. STRATA is not responsible for damage to underground utilities or structures which were not identified or otherwise made known to STRATA prior to beginning STRATA's services. AGREEMENT FOR PROFESSIONAL SERVICES- CITY AND STRATA PAGE2 OF 9 ---PAGE BREAK--- SECTION III. A. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between STRATA and CITY by the terms of this AGREEMENT. It is understood by the parties hereto that STRATA is an independent contractor and as such neither STRATA nor its employees, if any, are employees of CITY for purposes of tax, retirement system, or social security (FICA) withholding. B. Fees and conditions for Consulting Services. Payment for STRATA provision of all services set out in SECTION I: Scope of Services of the not-to-exceed amount of five thousand four hundred fifty four and fifty one hundredths dollars ($5,454.50). The general calculation for payment for services is as shown in Appendix C. Invoices and Payment. STRATA will invoice for services in accordance with the terms of STRATA's proposal or on a basis. All invoices are due on receipt and will be assessed a late payment charge of one point five percent per month is not paid within thirty (30) days of the invoice date. STRATA retains all rights to claim against performance bonds, lien project property and other measures to receive payment for services rendered. SECTION IV. A. Termination of AGREEMENT This AGREEMENT may be terminated by STRATA upon thirty (30) days written notice, should CITY fail to substantially perform in accordance with its terms through no fault of STRATA. CITY may terminate this AGREEMENT upon thirty (30) days written notice without cause and without further liability to STRATA except for payment as designated by Section III.C. All working drawings shall become the property of, and shall be surrendered to, CITY. Reuse of working drawings from THE PROJECT by CITY shall be without liability or legal exposure to STRATA. B. Extent of AGREEMENT This AGREEMENT may be amended only by written instrument signed by both parties hereto. C. Data of Record CITY shall make available to STRATA 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. AGREEMENT FOR PROFESSIONAL SERVICES- CITY AND STRATA PAGE3 OF 9 ---PAGE BREAK--- D. Qualified Estimates of Cost The estimates of cost for THE PROJECT herein are to be prepared by STRATA through exercise of their experience and judgment in applying presently available cost data; but it is recognized that STRATA 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 STRATA from exercising the skill, care, and professional judgment exercised by similarly situated professional STRATA. E. Changed Conditions. If, after executing this Agreement, STRATA discovers conditions or circumstances not anticipated by STRATA, STRATA will notify CITY of the changed condition. CITY agrees to negotiate an appropriate modification to this Agreement, including an appropriate modification to STRATA's fees. If STRATA and CITY cannot agree on a revised Scope of Services or fee, either party may terminate this Agreement as set forth in Termination and Suspension. F. Hazardous Materials. STRATA's services are limited to geotechnical engineering and do not include investigation, detection, evaluation, or assessment of hazardous materials. Accordingly, STRATA's reports will not include any interpretations, recommendations, findings, conclusions or opinions regarding hazardous materials. CITY agrees to defend, indemnify and hold STRATA harmless from any claims, liability, loss or damage that arise from, or are alleged to arise from, hazardous materials. "Hazardous Materials" includes but is not limited to, any toxic, noxious, poisonous, radioactive or irritating material, chemical or gas, and includes biological materials such as bacteria, viruses, fungi, spores and mold, and the emissions from biological materials. G. Certifications. STRATA will not execute any certification unless the exact form of such certification has been approved by STRATA in writing prior to execution of this Agreement. Any certification by STRATA is only an expression of our professional opinion based on the service STRATA performed for CITY and is not a guarantee or warranty of any fact, condition or result. H. Termination of THE PROJECT If any portion of THE PROJECT covered by this AGREEMENT shall be suspended, abated, abandoned or terminated, CITY shall pay STRATA 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. AGREEMENT fOR PROFESSIONAL SERVICES- CITY AND STRATA PAGE40F 9 ---PAGE BREAK--- I. STRATA Errors and Omissions Insurance In performance of professional services, STRATA 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 STRATA's services. Should STRATA or any of STRATA's agents or employees be found to have been negligent in the performance of professional services from which CITY sustains damage, STRATA will have obtained Errors and Omissions Insurance in the amount of One Million Dollars ($1,000,000), and said insurance shall be held active for a 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 STRATA. J. STRATA Additional Insurance STRATA 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 STRATA shall cause CITY to be named as an additional insured under said policy. K. Indemnification STRATA agrees, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of STRATA in the performance of professional services under this AGREEMENT, to the extent that STRATA is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between STRATA and CITY. STRATA 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 STRATA 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 STRATA and CITY. L. 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 same are incurred with or without suit, shall be in accordance with Idaho State statute M. 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. AGREEMENT FOR PROFESSIONAL SERVICES- CITY AND STRATA PAGE5 OF 9 ---PAGE BREAK--- N. Binding of Successors CITY and STRATA 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 of this AGREEMENT. 0. 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. STRATA may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of the CITY. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this AGREEMENT as if named specifically herein. P. PROJECT Representatives CITY and STRATA 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. CITY: Name: Les MacDonald, P.E. Address: P 0 Box 9203 Moscow,Idaho 83843 E-mail Address: lmacdonald@ci. moscow.id.us STRATA: Name: Travis J. Wambeke P.E. Address: 6 O'Donnell Rd Pullman, Washington 99163 E-mail Address: [EMAIL REDACTED] Work Telephone: (208) 883-7028 Fax Telephone: (208) 883-7033 Work Telephone: (509) 339-2000 Fax Telephone: (509) 339-2001 In the event any changes are made to the authorized representatives or other information listed above, CITY and STRATA agree to furnish each other timely, written notice of such changes. Q. Conflict of Interest STRATA 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 AGREEMENT FOR PROFESSIONAL SERVICES- CITY AND STRATA PAGE6 OF 9 ---PAGE BREAK--- degree with the performance of services hereunder. STRATA further covenants that, in performing this AGREEMENT, STRATA will employ no person who has any such interest. R. Ownership and Publication of Materials Documents of service to THE PROJECT prepared by STRATA 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. STRATA 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 STRATA. CITY shall indemnify and hold harmless STRATA 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 Sections 9-337 through 9-351). S. Non-discrimination STRATA 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. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the date indicated above. STRATA City of Moscow, Idaho B SMaCDOl1ald,i.R Public Works Director DATED this\'-\ day of 2012 AGREEMENT FOR PROFESSIONAL SERVICES- CITY AND STRATA PAGE 7 OF 9 ---PAGE BREAK--- STATE OF IDAHO ) ) ss. COUNTY OF k01.A:lln ) ACKNOWLEDGMENT On this !0-t'\A day of Se'f?kvV\b.eJ' , 2012 before me a Notary Publjc in and for said State, appeared Travis J. Wambeke, Principal Engineer, known to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representatiyy 1 or STRATA. \ \ Y'.'i GAt:, 11t,. . . . . • . . Qo ' · . . } :.NOT" @ : ·J:l3y A - - - · - Notary Pub · the tate fldaho Residing at IO4Col1- !Ztf., V\osc.o-w, td01o 83&-zf·B My commission expires 0/15/20 I 2 I I ACKNOWLEDGMENT COUNTY OF ) ) ss. ) On this day o , 2012, before me, a Notary Public in and for said State, app?ared Les MacD>, PUbliCWOrks Director, known to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representative for City of Moscow, Idaho. AGREEMENT FOR PROFESSIONAL SERVICES- CITY AND STRATA PAGE 8 OF 9