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AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES FOR MOSCOW SKATE PARK PROJECT THIS AGREEMENT, made and entered into this day of 1999, by and between CITY OF MOSCOW, IDAHO, a municipal corporation of the State ofldabo (hereinafter referred to as "CITY"), and JSL ENGINEERING (hereinafter referred to as ENGINEER"). WITNESSETH WHEREAS, CITY has identified land within the City which is adjacent to the Eggan Youth Center which will be developed as a skate park; and WHEREAS, CITY wishes to develop the parcel of land adjacent to the Eggan Youth Center as a skate park for the City of Moscow (hereinafter referred to as the "PROJECT'); and WHEREAS, the PROJECT will proceed in Phases as identified herein; and WHEREAS, ENGINEER agrees to perform the various professional services required for the PROJECT as authorized; NOW, THEREFORE, in consideration of the mutual covenants and promises between the parties hereto, it is agreed as follows: SECTION I SERVICES TO BE PROVIDED BY ENGINEER ENGINEER shall furnish the following engineering services and design for each Phase as set out herein: Phase I: Base Drawings Task 1 - Field survev. Collect field data including existing utilities, physical features, ground elevations, etc. Task 2- Draw base map and topography. Compile data from field survey and draw a base map showing existing utilities, physical features and topography, etc. Phase II: Design Development Task 1 - Review schematic drawings and Citv standards. Review existing dravvings as provided by University ofldabo students and review standards and requirements for the projects as adopted by the City. Task 2 - Layout skate park and structures. From existing schematic design and comments by skaters association, develop a layout of the park showing general flow and size of individual structures. AGREEMENT FOR PROFESSIONAL ENGINEERING SERV1CES Page I gg-H ---PAGE BREAK--- Task 3-Grading design. Show how water drains off the park and how it is collected. Task 4 -Design of individual structures. Show size, material type, geometry and shape of each individual structure. Task 5 -Estimate of probable construction cost. For review and comment of design and probable construction cost. Design revisions accepted. Task 6- Meeting with skaters association. Phase III - Construction Drawings Task I - Skate park and curb lavout. Show final layout of park including curbing, site and orientation of park Task 2- Lavout of individual structures. Final layout of individual structures. Task 3 -Design of individual structures. Final design of individual structures. Task 4- Grading plan. Final grading plan showing final elevations and slope. Task 5 -Update probable construction cost. Task 6 -Specifications. Provide technical specifications for site clearing, excavation and backfill, aggregate materials, geotextile fabric, asphaltic concrete paving, concrete, reinforcement, steel, and other products as applicable. Phase IV- Construction Staking Task I - Sub-grade stakes. Provide survey grade stakes so that contractor can perform rough grading. Task 2- Blue tops. Provide survey grade stakes so contractor can perform backfilling and grading prior to placing asphaltic concrete. Task 3 - Curb and structures staking. Proßide survey stakes to show location of individual structures. Phase V- Construction Monitoring, Not to exceed three hours. SECTION II INDEPENDENT CONTRACTOR ENGINEER warrants by its signature that no employer-employee relationship is established between ENGINEER and CITY by the terms of this Agreement. It is understood by the parties hereto that ENGINEER is an independent contractor and as such neither it nor its employees, if any, are employees of AGREEMENT FOR PROFESSIONAL ENGINEERING SERVlCES Page 2 ---PAGE BREAK--- CITY for purposes of tax, retirement system, or social security (FICA) withholding, or for worker's compensation benefits. SECTION III ENGINEER'S COMPENSATION ENGINEER's compensation for services shall be a fixed price for the PROJECT and shall be as follows: Phase I Tasks I - 2 $1,260 Phase II Tasks I - 6 $1,495 Phase III Tasks I - 6 $4,305 Phase IV Tasks I- 3 $1,150 Phase V Task! $ 225 $8,435 CITY agrees to pay ENGINEER an amount of miscellaneous reimbursable expenses not to exceed Three Hundred Dollars ($300). The total cost of engineering services provided by ENGINEER for the PROJECT shall not exceed Eight Thousand Seven Hundred Thirty-Five Dollars 735). CITY agrees to pay ENGINEER for each Phase of services within thirty (30) days of the date a statement is submitted certifYing that such services have been completed. ENGINEER will submit application for payment upon completion of each Phase of the project Payments received after thirty (30) days may be subject to a finance charge of one and one-half percent of the amount due. SECTION IV TERMINATION OF AGREEMENT BY CITY It is agreed that ENGINEER's services are to be provided in each Phase as provided herein. ENGINEER agrees that CITY shall authorize ENGINEER to proceed with each Phase of the PROJECT prior to ENGINEER proceeding with such Phase. I . CITY and ENGINEER may make additions to ENGINEER's services by written mutual agreement CITY may omit work previously ordered, without penalty, by written instructions to ENGINEER. The provisions of this Agreement, with appropriate changes in compensation and schedule, shall apply to all additions and deletions. 2. It is further agreed that at any time during the PROJECT, including work in progress, CITY may direct ENGINEER in writing to halt work, and may do so without penalty, subject only to ENGINEER's right to compensation for work performed up to the date of receipt of such written notice. In the event of such notice to halt work, ENGINEER's compensation shall be calculated on a time and materials basis. AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page 3 ---PAGE BREAK--- SECTIONV CHANGES TO BE IN WRITING This Agreement may be amended only by written instrument signed by both parties hereto. SECTION VI QUALIFIED ESTIMATES OF COST The estimates of cost for the PROJECT herein are to be prepared by ENGINEER through exercise of its experience and judgment in applying presently available cost data; but it is recognized that ENGINEER has no control over cost of labor and materials or over competitive bidding procedures and market conditions so that it cannot warrant the PROJECT construction costs will not vary from ENGINEER's cost estimates as a result of these described factors. Nothing in this paragraph shall serve to release or relieve ENGINEER from exercising the skill, care and professional judgment exercised by similarly situated professional engineers. SECTION VII CITY'S RESPONSIBILITY FOR LICENSE AND PERMIT COSTS CITY shall pay for all costs for obtaining licenses and permits which may be required by local, state and federal authorities; however, parties agree that ENGINEER without cost to CITY, shall provide complete construction drawings sufficient to obtain a building permit for construction of the PROJECT. SECTION VIII INSURANCE I. ENGINEER's Errors and Omissions Insurance In performance of professional services, ENGINEER 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 ENGINEER's services. Should ENGINEER or any of ENGINEER's agents or employees be found to have been negligent in performance of professional services from which CITY sustains damage, ENGINEER has obtained errors and omissions insurance in the amount of Two Hundred Fifty Thousand Dollars ($250,000), and said insurance shall be held active for a one year (minimum) period from the date of completion of the PROJECT. CITY shall receive notice of any pending termination of said insurance. 2. ENGINEER's Additional Insurance ENGINEER 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 Two Hundred Fifty Thousand Dollars ($250,000) per claim and Two Hundred Fifty Thousand Dollars ($250,000) AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page 4 ---PAGE BREAK--- aggregate, and ENGINEER shall cause CITY to be named as an additional insured under said policy. ENGINEER shall furnish CITY with policies or certificates of insurance to demonstrate that they have procured such insurance and that CITY has been named as an additional insured therein. Such policies or certificates shall contain the following provision: "It is agreed that CITY of Moscow, Idaho is added as additional insured under this policy and the coverage provided hereunder shall be primary insurance and not contributing with any other insurance available to the City of Moscow, Idaho, under any other third party liability policy. It is further agreed that the 'other insurance' condition of this policy is amended to conform therewith." Such policies or certificates of insurance shall contain the covenant of the insurance carrier that thirty (30) days written notice shall be given to the City of Moscow, Idaho, prior to modifications, cancellations or reduction in coverage of such insurance. SECTION IX INDEMNIFICATION ENGINEER shall indemnify, hold harmless, and defend CITY, its subcontractors, agents, employees, heirs, and assigns against any claims, demands, suits, actions or proceedings of any kind of or by anyone for damages to property or injuries to or death of any person or persons, which arise solely as a result of ENGINEER's negligent acts, errors or omissions in connection with this Agreement. CITY shall indemnify, hold harmless, and defend ENGINEER, its agents, employees, heirs, and assigns against any claims, demands, suits, actions or proceedings of any kind of or by anyone for damages to property or injuries to or death of any person or persons, which arise solely as a result of CITY's negligent acts or omissions in connection with this Agreement. SECTION X 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 related costs and expenses, whether the same are incurred with or without suit. SECTION XI 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 ofldaho, in and for the County of Latah. AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page5 ---PAGE BREAK--- SECTION XII BINDING OF SUCCESSORS CITY and ENGINEER each bind themselves, their partners, 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. SECTION XIII MODIFICATION AND ASSIGNABILITY OF AGREEMENT This Agreement contains the entire agreement between the parties with respect to 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. ENGINEER 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. SECTION XIV CITY'S REPRESENTATIVES CITY shall 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. SECTION XV CONFLICT OF INTEREST ENGINEER 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. ENGINEER further covenants that, in performing this Agreement, it will employ no person who has any such interest. SECTION XVI SERVICES REQUIRING SUPPLEMENTAL AUTHORIZATION The services outlined hereinafter shall only be provided by ENGINEER when requested and authorized in writing by CITY. Such authorization shall also state the negotiated amount and method of compensation by CITY. When authorized to proceed, ENGINEER will: I. Provide or contract for soils or compaction testing required as part of the PROJECT prior to or during the construction of the PROJECT. AGREEMENT FOR PROFESSIONAL ENGINEERING SERV1CES Page6 ---PAGE BREAK--- 2. Redesign any or all of the facilities or redesign any component previously approved by CITY 3. Assist or extend services as a result of strikes, walkouts, and other labor disputes; and including acts relating to settlement of minority group problems. 4. Provide all other specialty consulting or other miscellaneous services not enumerated in this Agreement and as may be required by CITY. 5. Meet with representatives of the various agencies involved in the PROJECT in excess of meetings stipulated elsewhere in this Agreement when requested to do so by CITY 6. Prepare documents for and appear before courts and boards on matters of litigation related to the PROJECT. 7. Provide additional services as may be required in the event of delinquency or insolvency of the contractor, suspension of work, damage to the construction site by fire, flood or other natural disaster. Provide assistance as may be required in the event of strikes, walkouts or other acts of trade or labor unions. SECTION XVII CHANGES IN REGULATIONS ENGINEER is to perform its work under the current federal, state and local laws and regulations in full force and effect at the date of this Agreement. SECTION OWNERSHIP AND PUBLICATION OF MATERIALS All reports, information, data, and other materials prepared by ENGINEER 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. SECTION XIX NONDISCRIMINATION ENGINEER shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sexual orientation, gender, age, maritaJ status, physical or mentaJ handicap, or national origin. ENGINEER will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, gender, sexual orientation, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. ENGINEER agrees to post in conspicuous places, available to employees and applicants AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page 7 ---PAGE BREAK--- for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. ENGINEER: JSL ENGINEERING = (Printed Signature) as duly authorized agent for JSL Engineering ATTEST STATE OF Idaho ) )ss COUNTY OF Latah ) CITY ACKNOWLEDGMENT On this 3rd day of 1999, before me, a Notary Public in and for said State, appeared John Lovrovich . as duly authorized agent for JSL Engineering, known to me to be the person named above and acknowledged to me that he/she executed the foregoing document. ·1 /7 ! J C. ltJ:" I h-4- • 0 t:uv--Jn i/1!!1! Notary Public in and for the State of I(ihllO Residing at Mosc..ow My Commission Expires: _9_8 _2 _ o _ o _3 _ AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page 8 ---PAGE BREAK--- RIDER Performance/Payment To be attached to and form a part oL_. , PRF8423342 Bond, . W 2Q.QDissued by the FmEL!TY AND DEPOSIT COMPANY OF MARYLAND, as Surety, 011 behalf of Kenaston Corporation , as Principal, in the penal sum oL,,Eighty:::Nine,,,Tho.usand ,,S,eYen,,,Hundrad Twent.y,Two and,,Do!iars ,,.8,9,,..7.22.D0v), 00/100-- In consideration of the premium charged for the attached bond, it i.s hereby agreed that the attached bond be amended as follows: The Bond Number is changed to: PRF8423347 Provided, However, that the attached bond shall be subject to all its agreements, limitations and conditions except as herein expressly modified, and further that the liability of the Surety under the attached bond and the attached bond as amended by this rider shall not be cumufative. This rider shall become effective as of the J.?.t Signed, scaled and dated thls 14th ATTEST: j tz;;·r . . , I FIDELITY AND DEPO IT COMPA,. MARYLAND AccEPTED: lll23