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AGREEMENT FOR PROFESSIONAL WATER CONSERVATION SERVICES eement for Professional Water Conservation Services, made and entered into this of 2007, by and between the City of Moscow, Idaho, a municipal corporation of the State of Idah , East Third Street, Moscow, Idaho, 83843 (hereinafter referred to as "CITY"), and Palouse Clearwater Environmental Institute a 50l(C) 3 nonprofit corporation of the State of Idaho, 1040 Rodeo Drive, Moscow, Idaho, 83843(hereinafter referred to as "VENDOR"), W I T N E S S E T H: WHEREAS, CITY wishes to implement, within the parameters established by CITY, a Water Conservation Public Information and Education Program (PIE) (hereinafter referred to as "THE PROJECT"); and WHEREAS, it is CITY' s intent to hire VENDOR to complete THE PROJECT; NOW, THEREFORE, be it agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION I: SCOPE OF WORK A, VENDOR shall provide professional services for THE PROJECT as outlined in this Agreement (Attachment A) in accordance with the terms and conditions of this Agreement B, CITY Deliverables, CITY agrees to do this as part of special provisions: CITY shall provide the requested reasonable drawings, documentation, and information that shall allow VENDOR to complete the above Scope of Work The requested information shall cover historical water use and aquifer information, water quality, common customer complaints and issues, information and data standard to and in the water utility industry, individual customer information as needed and where appropriate (with customer consent), CITY shall provide, or shall allow VENDOR to take photos of facilities as needed, CITY shall also provide access to staff and management as needed for VENDOR to complete the tasks outlined in the Scope of Work, SECTION II: A, Compensation and Term, For the services performed pursuant to this Agreement, VENDOR shall be compensated in a stipulated sum not to exceed Twenty Thousand Dollars ($20,000) plus Reimbursable Expenses as described in this Agreement The term of this agreement shall be from date of signing until September 31, 2007 and can be renewed by mutual agreement of both parties for no more than three terms, The scope of work for renewed terms shall be developed by the VENDOR and the CITY to meet the current and anticipated conservation objectives of the CITY. The services performed pursuant to this agreement are contingent on City Council approval of funding in the FY 2008 Budget \VATER CO:\SER\' AT!O:\ PIE PAGL l OF 12 2007-02 ---PAGE BREAK--- B. Payment. Payment for services rendered by VENDOR shall be in accordance with the following: VENDOR shall submit invoices to CITY and VENDOR shall be compensated therefore for work completed and Reimbursable Expenses incurred during that period as otherwise provided herein. Payments for invoices prepared by VENDOR shall be due and payable net thirty (30) days by CITY. If CITY does not make payments to VENDOR in accordance witb this Agreement, VENDOR may suspend its services on the basis of non-performance on the part of CITY. When such progress payments are restored, VENDOR shall continue its services under this Agreement. C. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between VENDOR and CITY by the terms of this Agreement. It is understood by the parties hereto that VENDOR is an independent contractor and as such neither it nor its employees, if any, are employees of CITY for purposes of tax, retirement system, social security (FICA) withholding. D. Vendor's Accounting Records of VENDOR's additional services and Reimbursable Expenses pertaining to the PROJECT shall be kept on a recognized accounting basis acceptable to CITY and shall be available to CITY at CITY'S convenience. E. Termination of Agreement This Agreement may be terminated by VENDOR upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of VENDOR. CITY may terminate this Agreement upon thirty (30) days' written notice without cause and without further liability to VENDOR except as designated by this Agreement. All working documents and drawings shall become the property of, and shall be surrendered to CITY. F. Extent of Agreement This Agreement may be amended only by written instrument signed by all parties hereto. G. Data of Record CITY shall make available to VENDOR all technical data of record in CITY's possession, including maps, surveys, borings, and other information required by VENDOR relating to the PROJECT. H. Standards of Work VENDOR agrees that the performance of work described in this Agreement including attachments and exhibits and pursuant to this Agreement shall be done in a professional manner and shall conform to professional standards and VENDOR will use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. VENDOR shall perform services as expeditiously W X!1ÿR CO:\SERV ATlO:\ PfE PAGE 2 OF !2 ---PAGE BREAK--- as possible as is consistent with professional skill and care and the orderly progress of the work. VENDOR will prepare a detailed schedule for the performance of VENDOR's services, which schedule shall be adhered to by VENDOR. Unless approved by CITY, VENDOR shall not exceed the time limits established by the schedule, except for circumstances out of VENDOR's control. I. Insurance VENDOR will maintain through this Agreement the following insurances: I . Worker's compensation and employer's liability insurance as required by the State of Idaho. 2. Comprehensive automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including on-site and off-site operations, and owned, non owned, or hired vehicles, with one million dollars ,000,000) combined single limits: 3. Commercial general liability insurance covering claims for injuries to members of the public or damage to property of others arising out of any covered negligent act or omission of VENDOR or of any of its employees, agents, or subcontractors, with one million dollars ,000,000) per occurrence and in the aggregate; 4. Errors and Omissions insurance in the amount of one million dollars ($1,000,000). CITY shall be a certiftcate holder and shall receive notice of any pending termination of said insurance at least thirty (30) days prior to such termination. CITY shall be named as an additional insured with respect to VENDOR'S liabilities hereunder in insurance coverage's identified in items and and VENDOR and CITY each waive subrogation as to said policies. J. Indemnity and Hold Harmless 1. VENDOR waives any and all claims and recourse against CITY including rights of contribution for loss or damage to persons or property arising from, or growing out of, or in any way connected with or incident to VENDOR's performance of this Agreement, except for liability arising out of the negligence of CITY or its officers, agents or employees. 2. VENDOR agrees to indemnify and hold harmless CITY and its officers, agents and employees against all liabilities and damages of any nature whatsoever resulting from any injury or damages sustained by any person(s) or property resulting from any negligent act, error or omission of VENDOR or its agents, employees, subcontractors or consultants. This indemnity and hold harmless Agreement shall not be limited by reason of the specification of any particular insurance coverage required under the terms of this Agreement. 3. It is understood and agreed that this Agreement does not contemplate handling of, or design services including use of, asbestos or any hazardous material or any toxic substance. Therefor, CITY agrees to hold harmless, defend and indemnity VENDOR for all claims, lawsuits, expenses or damages arising from or related to the handling, use, treatment, purchase, sale, storage or disposal of asbestos, asbestos products or any hazardous material or any toxic substance (or hazardous materials or toxic substances in general) other than for VENDOR's sole negligence. PIE PAGE 3 Or 12 ---PAGE BREAK--- K. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, as determined by a court or through alternate dispute resolution. L. 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. M. Binding of Successors CITY and VENDOR each bind themselves, their partners, successors, assigns, and legal representatives to the other parties to this Agreement and to the partners, successors, assigns, and legal representatives of such other parties with respect to all covenants of this Agreement. N. City's Representatives CITY shall each designate a representative authorized to act in behalf of CITY. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. The representative of CITY is Tom Scallorn, Water Manager. 0. Conflict of Interest VENDOR covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the PROJECT, which would conflict in any manner or degree with the performance of its services hereunder. VENDOR further covenants that, in performing this Agreement, it will employ no person who has any such interest. P. Special Provisions l. Ownership and Publication of Materials. All reports, information, data, and other materials prepared by VENDOR pursuant to this Agreement shall be the property of CITY, which shall be the exclusive and unrestricted authority to release, publish, or otherwise use them, in whole or in part. All such materials 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. It is mutually understood that any alterations made to documents without VENDOR's direction shall void VENDOR's liability under this subsection. 2. Disclosure of Materials. It is expressly understood by CITY and VENDOR that all reports, information, data and other materials prepared by VENDOR pursuant to this Agreement, may be subject to disclosure under Idaho Code Title 9, Chapter 3, commonly known as the Idaho Public Writings Law. WAHORCO:>:SERYXHOþ PIE PACE40F 12 ---PAGE BREAK--- 3. Non-Discrimination. VENDOR 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, or national origin. 4. Americans With Disabilities Act. With specific respect to design requirements of the Americans with Disabilities Act of 1990 (ADA), CITY understands that legal interpretation of ADA is not a design professional issue to be addressed by VENDOR and, accordingly, CITY agrees to waive any action against VENDOR and agrees to indemnify and defend VENDOR against any claim arising out of legal interpretation of the ADA other than for VENDOR's sole negligence. Q. Fees and Conditions for VENDOR Services l. Payment for services is provided in accordance with the cost described in ATTACHMENT B, BUDGET/WORK HOUR ESTIMATE. 2. Maximum Costs Bills shall list individual performing work and description of work performed. Bills shall be submitted on a basis to CITY for approval and payment. Payment is due upon receipt of VENDOR's statement(s). 3. CITY and VENDOR may mutually agree to re-allocate task funding providing the "not to exceed price" described in Section II A is unchanged. R. PROJECT Confidentiality: Maintaining confidentiality of PROJECT information, including sensitive information about CITY and its critical water facilities, is a vital aspect of THE PROJECT. All PROJECT communications and reports for THE PROJECT shall be handled in a professional manner. After THE PROJECT, VENDOR shall return to CITY all documents obtained from CITY or generated during the course of this THE PROJECT. CITY may modify this approach prior to finalizing THE PROJECT contract documents, if so desired. S. Qualified Estimates of Cost The estimates of cost for THE PROJECT herein are to be prepared by VENDOR through exercise of their experience and judgment in applying presently available cost data; but it is recognized that VENDOR has no control over cost of labor and materials, or over competitive bidding procedures and market conditions so that they cannot warrant THE PROJECT. Nothing in this paragraph shall serve to release or relieve VENDOR from exercising the skill, care, and professional judgment exercised by similarly situated professional organizations. WATER CO:\SERVAT!O'\ PIE PACE 5 OF 12 ---PAGE BREAK--- T. Modification 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 tbe parties hereto. VENDOR 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 CITY. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. U. Ownership and Publication of Materials. All reports, information, data and other materials prepared by VENDOR 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 materials 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. V. Non-discrimination. VENDOR 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, or national origin. W xn!R Co;..;sERVATJOs PIE PAGL60F 12 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. VENDOR CITY PalousE5;learwater Environmental Institute City of Moscow, Idaho STATE OF Idaho ) ss. County of Latah ) ACKNOWLEDGMENT On this day of , 2007, before me, a Notary Public in and for said State, appeared V, 1/IA, t: , known to me to be the person named above and acknowledged that he/she executed the foregoing document as the duly authorized representative for Palouse Clearwater En · mental Institute (PCEI), with authority to bind PCEI to the terms of this Agreement. WATER Co'\.SFRVATlO:\ PIE PAGE70F !2 ---PAGE BREAK--- ATTACHMENT A SCOPE OF WORK Product I: Community-based Education Program Summary: Design a quarterly four-page newsletter highlighting current city water issues; design and deliver presentations to community groups; set up and staff education booths at community events; design/distribute educational materials; distribute conservation devices. Task 1: Quarterly Newsletter Timeline: Published end of month January 2007, April2007, July 2007, and October 2007. Organizational Qualifications: PCEI has an existing computer infrastructure of fast networks, cutting-edge Macintosh and PC workstations, and up-to-date software. Our staff are trained and experienced in the use of the most popular desktop publishing, image editing, and other productivity software. PCEI has a long history of designing quality newsletters, including our quarterly "Environmental News" membership newsletter (with a circulation of over 1500) and the City of Moscow's ''Water Matters" newsletter. Work Plan: • Two months prior to date of print, PCEI will meet with Tom Scallorn and/or other appropriate city officials to come up with a list of topics and issues to be covered in the newsletter. • PCEI staff will research those generated topics and issues, coordinating with the City and other relevant organizations to develop a bank of information and resources. This information will be organized according to topic, and maintained on the PCEI network. All resources will be available to the City upon request. • PCEI staff will develop the content and layout of a four-page newsletter, including all images, illustrations, and text. The Adobe suite of desktop publishing applications, including lnDesign, Illustrator, and Photoshop will be used to develop the content and layout. • PCEI staff will deliver five color copies of the draft newsletter and one electronic copy in Adobe PDF format to the City Water Department office 30 days before the scheduled printing date. • Ten days after City receipt of the first draft, PCEI staff will discuss the needed changes with City personnel, and generate a second draft of the newsletter. The second draft of the newsletter will be returned to the city (in the same form discussed above) for fmther review within five days of receipt of the originally requested edits. • Ten days after City receipt of the second draft, PCEI staff will discuss any further needed changes with City personnel. Within five days of this discussion, the final version of the newsletter will be returned to the city in electronic form, including an Adobe PDF version and an InDesign package ready for printing. Task 2: Community Group Presentations and Community Event Booths Timeline: One presentation to a community group given quarterly; booth displayed at 4-6 annual events. Two annual "evening public forums" (one regarding indoor water conservation measures and regulations (January), one regarding information about local aquifers with a conservation message. (November). WATER CO:\SLRVATIO'\ PIE PAGEB0Fl2 ---PAGE BREAK--- Organizational Qualifications: PCEI has connected people, place, and community in Moscow for the past 20 years. During that time, the organization has developed a broad network of relationships with government agencies, NGOs, local schools, community organizations, and citizens. The connections and familiarity with groups and individuals in Moscow over the past 20 years will aid in our identification of appropriate events and individuals to target for presentations. PCEI has established itself as a credible grassroots organization capable of mobilizing people and providing technical support for individuals and community groups to become involved in solving environmental problems. As the clearinghouse for information on local and regional issues, we receive over l ,000 requests per year for technical assistance. Work Plan: • PCEI staff will continue to develop and refine presentations developed previously for the PIE, to be used as the basis for presentations to various community groups and organizations. This presentation will detail the City's water conservation policies and efforts, and provide recommendations for conserving water. This presentation will be adapted to suit the needs and requests of community groups. Content will be developed in consultation with the City, and the final product will be provided to the City prior to community presentation. PCEI staff will coordinate with the City in order to determine appropriate groups and venues for the aforementioned presentations. One presentation will be scheduled, developed, planned, delivered, and evaluated each quarter. • PCEI will staff a water conservation information booth at four to six events per year. PCEI staff will coordinate with the City to determine the appropriateness of existing materials and displays for the booth; updates, revisions, and upgrades will be completed by PCEI. The venue for each information booth session will be determined through consultation with the City. • One new brochure and one new fact sheet will be developed for distribution at the aforementioned public information events. These materials will be completed by April 28, 2007, with the development process being facilitated through consultation with the City. • PCEI staff will facilitate an "evening public forum" providing information about City water conservation policies, and tips for water conservation throogh indoor measures and devices. The event will take place in January 2007, or at a time TBD by both parties in the contract period. • Presentations and information booth events will also serve as venues for water conservation device and educational material dispersal to the general Moscow citizenry. At these events, recipients of such materials must be Moscow residents and provide their address and phone number on a tracking form, to insure that materials are being distributed to City clients. • Content for the presentation and information booth will be updated and revised as needed, reflecting changes in City water conservation policy, technology, and other variables. Product II: School-based Education Program Summary: Refine existing framework of lesson plans and curricula for use in Moscow Schools, grades K-12, develop 10 new lesson plans, and conduct classroom visits to promote Moscow's Water Conservation Plan. Release water conservation curriculum to public and private schools. Continue a summer student activity program and a fall water awareness event. Task l: Lesson plans and curricula Timeline: Continuous evaluation and refinement of curriculum through adaptive management practices. Wxn;R Co'\SERVAT!os PIE PAGE90F 12 ---PAGE BREAK--- Organizational Qualifications: PCEI served over 2,000 students during the 2005-2006 school year. These students learned about a great variety of environmental science and conservation topics. PCEI staff has developed dozens of lesson plans in accordance with various curricula and the Idaho State Achievement Standards. PCEI has already developed thirteen water conservation lesson plans for K -12 students - one for each grade and is ready to further develop the City's Water Conservation Curriculum. Work Plan: PCEI staff will continue to refine and develop the existing water conservation curriculum developed for the City in Phase I and II of this project. This curriculum will be developed through combining the goals and objectives of the Moscow Water Conservation Plan with the Idaho State Achievement Standards for relevant grade levels. An outline will be generated illustrating the topics and issues to be addressed via each lesson, along with a list of the relevant Idaho State Achievement Standards addressed. For each grade from Kindergarten to ninth grade, one lesson plan focusing on water conservation will be developed. These lesson plans will be released with 13 previously developed lesson plans to private and public schools in Moscow via the WWW following approval by the City. Each lesson will be printed on City of Moscow Water Department letterhead, and will include the following sections: summary, vocabulary, Idaho State Achievement Standards addressed, objectives, materials, background, procedure, wrap-up, assessment/evaluation, and resources. Task 2: Schedule Classroom Visits (10 to 15 total) Timeline: Ongoing. Organizational Qualifications: PCEI staff members attend school staff meetings at the beginning of each academic year in order to advertise our programs. Special emphasis will be put on the City's Water Conservation Curriculum at these meetings, and the programs will be recommended to Moscow teachers. PCEI presently has an online program request form, program brochure, program scheduling system, and the general infrastructure necessary to efficiently schedule, deliver, and evaluate programs. Work Plan: • PCEI will request to attend the staff meetings of each K -12 school in Moscow within one month of the onset of each academic year to announce the availability of the water conservation curriculum, and the ability and qualifications of PCEI staff to deliver the constituent lessons. • The brochure outlining the curriculum and illustrating the connection to local curricula, state achievement standards, and the Moscow Water Conservation Plan will be reevaluated and adjusted as necessary. The new brochure will be provided to teachers, staff, and administrator at the meetings discussed above. • Teachers will be able to schedule programs by phone, mail, electronic mail, or via PCEI' s online program request mechanism. (http://www.pcei.org/education/program rcqucst.htm) • PCEI' s Education Program maintains a database that holds significant information about each educational program delivered by PCEI staff or volunteers. This database will be expanded to include a section for tracking each program delivered, including the date, school, grade level, teacher, number of students reached, staff contact hours, volunteer contact hours, and the status of evaluation receipt. • PCEI will utilize its existing feedback and evaluation to solicit feedback on each program. This feedback will mainly come from teachers, but student feedback will also be solicited. Task 3: Summer activity program and fall water awareness event WAWRCO:\SERV_\Tl01\ PIE PAGE IOOF !2 ---PAGE BREAK--- Timeline: Watershed festival October 3, 2006; Summer activity- July 2007. Organizational Qualifications: PCEI has a six-year history of planning, managing, and implementing summer programs and a fall watershed festival. The existing framework and events that PCEI facilitates each year would serve as ideal outlets for water conservation education because conservation is the underlying theme behind these events. PCEI' s staff has experience and aptitude in administering such programs. Each of these programs has been developed with a focus on inquiry-based learning, with students being required to investigate and critically think. Students will also be involved in service components such as trash clean up, tree plantings, and other beneficial activities that have a direct positive impact on local water quality. Work Plan: • PCEI conducts summer programming with the Moscow School District's Adventure Club, reaching about 120 students each summer. The second week in July, PCEI staff will conduct age-appropriate lessons in water conservation, drawn from the existing, PCEI-developed water conservation cutTicula with the Adventure Club students. Programs are to be held at Phillips Farm. These programs will be evaluated using the existing PCEI Education Program evaluation forms. • Each October, PCEI organizes a watershed festival for area 4'h-grade students. At this event, over !50 students learn about watershed concepts, including ground water and aquifers. Each discrete learning unit emphasizes on water conservation and ways that students can help to conserve. Teachers, students, parents, and volunteers are provided with evaluation forms to improve this event each year. W xrER CO'..:SERVATIOK P!E PAliE! l OF 12 ---PAGE BREAK--- ATTACHMENT B BUDGET/WORK HOUR ESTIMATE FY 2007 EXPENSES Item Amount A. Salaries I . Tom Lamar, Executive Director (.015 FTE [31 hours]) $750 2. Greg Fizzell, Education Coordinator (.07 FTE [l46 hours]) $2,530 3. Jake Smulkowski, Education/Outreach Assistant (.33 FTE [686 hours]) $9,920 Total Salaries $13,200 Fringe (.25 *Total Salaries) $3300 Total Personnel $16,500 B. Operating Expenses I. TravelN ehicle Maintenance $250 2. Laptop/Printing/Computer Supplies $750 Total Non-personnel $1,000 TOTAL Direct Costs $17,500 Organization Administration (14% of contracts) $2,500 TOTAL Project Cost $20,000 Work hour estimate given below reflects time projections for the work of Education/Outreach Assistants. Administrative positions are not included, but are required for supervision, technical assistance, and general administration. Product 1: Community-based Education Program Task l: Quarterly Newsletter 300 hours Task 2: Community Group Presentations and Event Booths 150 hours Subtotal: 450 hours Product II: School-based Education Program Task l: Lesson Plans and Curricula 233 hours Task 2: Schedule Classroom Visits 80 hours Task 3: Summer Activitv Program and Water Awareness Event 100 hours Subtotal: 413 hours Total: 863 hours W_-\TER CO'\SERVAT!O:--; PIE PAGE !20F !2