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ORIGINAL AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT, dated this day of 71 fb.l...r--rr • 199'5 and between the City of Moscow, Idaho, a municipal corporation of the State of Idaho (hereinafter, 'City') and CH2MHILL, Inc., (hereinafter, 'Consultant'): ARTICLE 1. PREAMBLE/PARTIES/SCOPE OF SERVICES It is specifically understood and agreed between Consultant and the City that the scope of services to be perfom1ed pursuant to this Agreement arc to be rendered in compliance with the Scope of Services (attached hereto as Exhibit A and incorporated herein by this reference) in cmmection with public improvements and concept development of Mountain View Road from Sixth Street to Street, (hereinafter, the "Project"). ARTICLE 2. COMPENSATION Consultant's compensation shall be a lump sum amount of THIRTY THOUSAND DOLLARS ($30,000.00). Such lump sum shall include all costs incurred by Consultant. ARTICLE 3. TERMS OF PAYMENT A. Invoices and Time of Payment: invoices will be issued by Consultant for all services perfom1cd under this Agreement. Invoices arc due and payable net 30 days. Upon completion of services enumerated in Article 1, the final payment of any balance will be due net 30 days upon receipt of fmal invoice. B. Interest: Interest at the rate of 1-1 1/2% per month, or that pem1itted by law if lesser, will be charged on all past-due amounts starting 30 days after date of invoice. Payments will first be credited to interest and then to principal. In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. If City fails to make payment in full to Consultant for services within 30 days of the date due for any uncontested bilLing. Consultant may, after giving 7 days' written notice to City, suspend services under this Agreement until paid in full, including interest. In the event of suspension of services, Consultant will have no liability to City for delays or damages caused City because of such suspension of services. AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES PAGE 1 95-84 ---PAGE BREAK--- ARTICLE 4. OBLIGATIONS OF CONSULTANT A. General: Consultant shall serve as the City's professional engineering representative under this Agreement, providing professional engineering consultation and advice and furnishing customary services incidental thereto, as specifically set out in Exhibit A. B. Standard of Care: The standard of care applicable to Consultant's services will be the degree of skill and diligence nom1ally employed by professional engineers or consultants pcrfom1ing the same or similar services at the time said services arc performed. Consultant will reperfonn any services not meeting this standard without additional compensation. C. Opinions of Cost, Financial Considerations, and Schedules: In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the Project, Consultant has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate Project cost or schedule. D. Access to Consultant's Accounting Records: Consultant will maintain accounting records, in accordance with generally accepted accounting principles and practices, to substantiate all invoiced amounts. These records will be available to City during Consultant's nonnal business hours for a period of I year after Consultant's final invoice for examination to the extent required to verify the direct costs (excluding established or standard allowances and rates) incurred hereunder. City may only audit accounting records applicable to a cost-reimbursable type compensation. E. Consultant's Insurance: Consultant will maintain throughout this Agreement the following insurance: a. Worker's compensation and employer's liability insurance as required by the state where the work is performed; b. 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 $1 ,000,000 combined single limits; c. 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 Consultant or of any of its employees, agents, or subcontractors, with $1,000,000 per occurrence and in the aggregate; d. Professional liability insurance of $1,000,000 per occurrence and in the aggregate. City will be named as an additional insured with respect to Consultant's liabilities hereunder in insurance coverage's identified in items and and Consultant and City each waive subrogation as to said policies. AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES PAGE2 ---PAGE BREAK--- ARTICLE 5. OBLIGATIONS OF CITY A. Owner-Furnished Data: City will provide to Consultant all data in City's possession relating to Consultant's services on the Project. Consultant will reasonably rely upon the accuracy, timeliness, and completeness of the infonnation provided by City. Consultant shall inform City if Consultant requires information beyond that already provided to Consultant by City, including information from any contractors or subcontractors. B. Access to Facilities and Property: City shall cause facilities to be accessible to Consultant as required for Consultant's performance of its services and will cause to be provided such labor and safety equipment as required by Consultant for such access. City shall cause to be performed, at no cost to Consultant, such tests of equipment, machinery, pipelines, and other components of such facilities as may be required in connection with Consultant's services, unless otheiWise agreed to. C. Timely Review: The Consultant shall render in writing decisions required by City in a timely matmer. E. Prompt Notice: City will give prompt written notice to Consultant whenever City observes or becomes aware of any development that affects the scope or timing of Consultant's services, or of any defect in the work of Consultant. F. Litigation Assistance: The Scope of services does not include costs of Consultant for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by City. All such services required or requested of Consultant by City, except for suits or claims between the parties to this Agreement, will be reimbursed as mutually agreed, and payment for such service shall be in accordance with Article 3, unless and until there is a fmding by a court or arbitrator that Consultant's sole negligence caused City's damage. G. Changes: City may make or approve changes within the general scope of services in this Agreement. If such changes affect Consultant's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this Agreement. H. Services of Consultant: Unless this Agreement is modified or tenninated, City will have all services specified in this Agreement perfonned by Consultant, employing Consultant's standard form and content of drawings, subject to City's review and approval. ARTICLE 6. GENERAL LEGAL PROVISIONS A. Authorization to Proceed: Execution of this Agreement by City will be authorization for Consultant to proceed with the work, unless otheiWise provided for in this Agreement. AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES PAGE3 ---PAGE BREAK--- B. Termination: This Agreement may be tem1inated for convenience on 30 days' written notice, or for cause if either party fails substantially to perfom1 through no fault of the other and does not commence correction of such nonperfom1ance within 5 days of written notice and diligently complete the correction thereafter. On tennination, Consultant will be paid for all authorized services perfonned up to the tennination date plus tem1ination expenses, such as, but not limited to, reassignment of personnel, subcontract tennination costs, and related close-out costs. C. Suspension, Delay, or Interruption of Work: City may suspend, delay, or interrupt the services of Consultant for the convenience of City. In the event of said suspension. delay, or interruption, an equitable adjustment in the Project's schedule, commitment and cost of Consultant's personnel, and Consultant's compensation will be made. D. No Third-Party Beneficiaries: This Agreement gives no rights or benefit<; to anyone other than City and Consultant and has no other third-party beneficiaries. E. Indemnification: a. Consultant agrees to indemnify City from any claims. damages, losses and costs, including, but not limited to attorney's fees and litigation costs. arising out of claims by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of Consultant, Consultant's employees, affiliated corporations, officers, and subcontractors in connection with the Project. b. City agrees to indemnify Consultant from any claims, damages, losses and costs, including, but not limited to attorney's fees and litigation costs, arising out of claims by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of City, City's employees, or agents in connection with the Project. F. Assignment: This is a personal services agreement. Consultant shall not have the power to or will assign any of the duties or rights or any claim arising out of or related to this Agreement, whether arising in tort, contract or otherwise, without the written consent of the City. Any unauthorized assignment is void and unenforceable. These conditions and the entire Agreement are binding on the heirs, successors, and assigns of the parties hereto. G. Jurisdiction and Venue: The laws of the State of Idaho shall govern the validity of this Agreement, its interpretation and pcrforn1ance, and any other claims related to it. Venue shall be proper only in the District Court of the Second Judicial District In and For the County ofLatah, State ofldaho. H. Severability and Survival: If any of the provisions contained in this Agreement arc held for any reason to be invalid, illegal, or unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES PAGE4 ---PAGE BREAK--- Limitations of liability, indemnities, and other express representation..<; shall survive tennination of this Agreement for any cause. I. Contract Documents: Contract documents arc limited to the sealed and signed hard copies and referenced attachments. J. Reuse of Project Documents: All reports, drawings, specifications, documents, and other deliverables of Consultant, whether in hard copy or in electronic fonn, are instruments of service for this Project, whether the Project is completed or not. Reuse on another project, change, or alteration by City or by others acting though or on behalf of City of any such instruments of service without the written pem1ission of Consultant will be at City's sole risk. City agrees to indemnify Consultant and Consultant's officers, employees, subcontractors and affiliated corporations from all claims, damages, losses, and costs, including, but not limited to, litigation expenses and attorney's fees arising out of or related to such unauthorized reuse, change or alteration. K. Limitation of Liability: To the maximum extent pennitted by law, Consultant's liability for City's damages for any cause or combination of causes will not, in the aggregate, exceed ONE MILLION DOLLARS (S I ,000,000.00) for Consultant's uninsured liability. This paragraph shall take precedence over any conflicting article of this Agreement. ARTICLE 7. ATTACHMENTS, SCHEDULES, AND SIGNATURES This Agreement, including its attachments and schedules, constitutes the entire agreement, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. The following attachments and schedules are hereby made a part of this Agreement: Exhibit A, Scope of Services. Approved and Accepted the date first above written. City of Moscow: Mayor Paul C. Agidms ATTEST: Elaine Russell, cit;efk AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES PAGES ---PAGE BREAK--- EXHIBIT A SCOPE OF WORK CH2M HILL and Perron Collaborative (Consultant) team members met with Moscow City Staff and representative City Council members on November 2 and 3, 1995 to obtain an understanding of the specific issues and concerns to be addressed in the development of concepts for Mountain View Road improvements. This scope of work to provide a Developed Concept for improvements to Mountain View Road between Sixth Street and F Street is based on these discussions and review of existing information. The Consultant will lead the project team to provide the specific services and deliverables herein described, provide project status updates, and monitor project performance during the course of this project. This scope is based on receipt of a Notice to Proceed on Tuesday, November 7, 1995; and completion with the presentation of the Developed Concept to the City Council on Monday, December 18, 1995. Subsequent additional tasks, if required, may be negotiated by written change order. The tasks to be accomplished with this scope of work are to be completed in a very short time frame and with extensive, consistent and timely coordination between the City of Moscow staff and the Consultant. Therefore, this scope assumes the City will designate a project coordinator, available to coordinate and assist the Consultant in execution of all tasks. NOVEMBER 6, 1995 - The Consultant will prepare a letter of introduction to all property owners and residents adjacent to the project corridor advising them of the design concept development and of property owner/residents' workshops to be held to present design options and concepts and receive their input. NOVEMBER 7, 1995- The City wil place the letter provided by the Consultant on City letterhead and mail the letters to identified property owners and residents. NOVEMBER 6 through NOVEMBER 10, 1995 - The Consultant will review all existing documentation previously prepared for this project. City of Moscow staff will provide copies of any documents required by the consultant. Specific identified required documents include: electronic copy of previously developed alternative concepts on ---PAGE BREAK--- computer disk, in Autocad version 12 format; engineering files containing design and cost estimating information for previously developed alternatives; mylar of the aerial photography of the project corridor at 1" = 40' scale; traffic engineering data such as current plat maps for the project corridor; and current maps of existing water, sanitary sewer, power, gas, storm sewer, telephone and any other utilities for the project corridor. Additional information services not yet determined to date may also be required. The Consultant will follow up introduction letters mailed by the City by contacting property owners and residents adjacent to Mountain View Road by telephone when possible (the list of property owners and residents names, phone numbers and addresses will be provided by the City staff). City staff will assist the Consultant, as requested, with follow-up contacts to the introductory letters. The Consultant will field review existing site conditions to evaluate potential conflicts of the proposed street improvements with existing visible utilities, structures, and other significant existing facilities. A visual assessment of the corridor area will be conducted. The Consultant will prepare at least four cross-section options for the project corridor. Design options will address the roadway width, placement of sidewalk and bike lanes/route, and possible landscaping treatment. As this project is funded partially with Federal Enhancement Funds administered through the Idaho Transportation Department, design options will be discussed with Idaho Transportation Department personnel for conformance with State and Federal requirements. The Consultant will arrange to notify the media for all general public workshops to be conducted, and will provide letters to notifY stakeholders' groups of the meetings, to be mailed by the City staff no later than November 9, 1995. City staff will identify individual names of persons to be designated as project "Proponents" as well as individuals and organizations who are stakeholders. The Consultant, with assistance from City staff, as requested, will conduct follow-up telephone calls with members of stakeholders' groups to encourage their attendance at the meetings (groups, names, and phone numbers will be provided by City staff). The Consultant will arrange for all meeting places. This scope assumes any costs associated with the rental of meeting locations will be provided by the City. Property owners'/residents' workshops will be held in the immediate project area; general public workshops will each be held in several public locations where high volumes of pedestrian traffic can be expected U. of I. Student Union, Palouse Mall, etc.). Each general public workshop will be conducted in at least two locations. City of Moscow personnel will stake the existing right-of-way (ROW) to define the extent of current City ownership. This will provide a frame of reference when discussing additional ROW requirements of various design options. This scope estimates the City will provide 120 hours of assistance to the Consultant to accomplish the tasks to be performed during this time period. ---PAGE BREAK--- NOVEMBER 13 through NOVEMBER 17, 1995- The Consultant will meet with the City staff and Committee to review opportunities and constraints identified from this work and to present the design options developed for the project corridor. Materials presented will include purpose and need for the project, cross-section drawings of each option, a perspective sketch showing the general appearance created by each option, example of a concept plan, and information on advantages and disadvantages of each option from a community-wide perspective. This includes consideration of issues of cost, pedestrian and bicycle safety, aesthetics, and relation to overall community design. These materials will also be presented in meetings to adjacent property owners and residents, and to the general public. The purpose of these meetings is to present design options and discuss how these options will be developed into alternative design concepts (combinations of design options) for the project corridor, and to receive comments and response. Identified project "Proponents" and City staff will assist in these presentations and discussions with stakeholders. This scope estimates 80 hours of assistance during this time period. NOVEMBER 20 through DECEMBER 1, 1995 - From input received from these workshops, the Consultant will develop a concept for the entire project corridor. This concept will propose the option(s) to be applied along the project corridor. The relationship of the concept to affected properties will be illustrated on a large-scale map/aerial photo. The rationale for the options will be provided. The concept will evaluate satisfaction of the purpose and need, cost, ROW impacts, aesthetics, safety, pedestrian, bicycle and vehicular mobility, congestion relief, and overall community design. This scope estimates 40 hours of assistance from City staff in development and evaluation of a concept. DECEMBER 4 through DECEMBER 8, 1995 - The development concept materials will be presented to the Committee for review and comment. Comments from the Committee will be incorporated as appropriate, and these exhibits will be utilized for a second workshop for property-owners/residents, and a second series of mobile general public workshops. Notification of these meetings will be provided as described above. The purpose of these meetings will be to present the preferred design concept for the project corridor and to receive input. Responses received in these meetings will be incorporated and presented to the Committee in a meeting for its consideration in selecting the preferred design concept. ---PAGE BREAK--- This scope assumed City staff and project nProponents" will conduct the majority of the public meetings (100 hours) and the Consultant will provide technicalncoachingn for these meetings, including a session to prepare the presentation for the workshops. DECEMBER 11 through DECEMBER 15, 1995- The preferred design concept will be "finalized" for presentation to the City Council. This scope includes 8 hours of input to the preferred design concept from City staff. DECEMBER 18, 1995- City staff and project "Proponents" will present the preferred design concept to the City Council. The Consultant will attend the Council meeting and provide technical input, as necessary. This scope assumes 8 hours for City Staff in preparation and presentation of the preferred design concept to the City Council. The following Deliverables will be provided by the Consultant:: 1. Concept Level Opinion of Probable Project Cost 2. Exhibits 1st Session II x 17 Purpose and Need Statement I I x I 7 Option 1 Section - 3-lane/curb & Gutter/bike lanes/sidewalk 1 1 x 17 Option 1 Advantages and Disadvantages 1I x 17 Option 1 Perspective 1 I x 1 7 Option 2 Section - Median Planting/landscaping Strip 1 1 x 1 7 Option 2 Advantages and Disadvantages 11 x 17 Option 2 Perspective 1 1 x 17 Option 3 Section - Separated Pathway 1 1 x I7 Option 3 Advantages and Disadvantages 1 1 x 17 Option 3 Perspective 1 1 x 17 Option 4 Section - Landscaping strip both sides ---PAGE BREAK--- 11 x 17 Option 4 Advantages and Disadvantages 11 x 17 Option 4 Perspective I I x 17 Community Benefits 22 x 34 (or larger) Site Analysis Example Concept Plan incorporating Options (per site analysis) 2nd session Same exhibits as first session 11 x 17 Hybrid Option Perspectives Proposed Concept Plan 3. Technical Memorandum (description of activities and process with written public comment forms included as appendices) The following information/services/support to be provided by City staff: Specific support is identified in each time period. Some of this support may be provided by City staff and/or project "Proponents" designated by the project team. A total of (City staff and project "Proponents") 356 hours are estimated to provide services and support. The actual number of hours required by City staff is not differentiated from those hours required of project "Proponents." mtview\ch2mexa\sr