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J·U·B 1 J-U-8 ENGINEERS, Inc. SF330 Code J-U-8 ENGINEERS, Inc. AGREEMENT FOR PROFESSIONAL SERVICES PM Initials fNGINEr,FIS • SUR\IfYORS • PLf,NNERS J-U·B Project No.: 20-1066- THIS AGREEMENT entered into this 20th day of 2005, between the City of Moscow, hereinafter referred to as the "CLIENT" and J-U-8 ENGINEERS, Inc., an Idaho Corporation of Boise, Idaho, hereinafter referred to as WITNESSETH: WHEREAS the CLIENT intends to: Construct new activity f1elds along West Palouse River Drive. hereinafter referred to as the "Projecf'; NOW, THEREFORE, the CLIENT and J-U-8, in consideration of their mutual covenants herein, agree as set forth below: MUTUAL RESPONSIBILITIES: This Agreement is based upon a mutual obligation of good faith and fair dealing between the parties in its pertormance and enforcement Accordingly, the CUE NT and J-U-8, with a positive commitment to honesty and integrity, agree that each will assist in the other's perfonnance; that each will avoid hindering the other's performance; that each will work d!!igently to fulfill its obligations; and that each will cooperate in the common endeavor of the Agreement CLIENT INFORMATION AND RESPONSIBILITIES The CUE NT wil! provide to J-U-8 criteria and full informaf10n as to CLIENT's requirements for the Project, including design objectives and constraints, space, capacity and pertormance requirements, flexibility and expandability, and any budgetary !imitations; and furnish copies of design and construction standards, rules and laws which CLIENT or others will require to be included in the drawings and specifications upon which J-U-8 can rely for completeness and accuracy. The CUENT will furnish to J-U-8 all data, documents, and other items in CLIENT's possession, or reasonably obtainable by CLIENT, including, without limitation, borings, probings and subsurtace explorations, hydrographic surveys, laboratory tests and inspections of samples, materials and equipment; appropriate professional interpretations of all of the foregoing; environmental assessment and impact statements, surveys of record, property descriptions; zoning, deed and other land use restrictions, rules and laws; and other special data or consultations, all of which J-U-8 may use and rely upon in pertorming Services under this Agreement. The CLIENT shall designate a representative with authority to bind the CLIENT. The CLIENT will obtain, arrange and pay for all advertisements for bids, permits and licenses required by local, state, province or federal authorities, and all land, easement, rights-of-ways and access necessary for J-U-8's Services and Project construction. In addition, the CLIENT will furnish to J-U-8: Information as required PROJECT REPRESENTATIVES The CLIENT and J-U-8 hereby designate their authorized representatives to act on their behalf with respect to the serv'1ces 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. For the CLIENT: 1. Name City of Moscow Address Roger Blanchard, Proj Mgr P.O. Box 9203 Moscow, ID 83843 Work telephone (208) 883-7085 Home telephone FAX telephone E-mail address (208) 883-7093 [EMAIL REDACTED] Special provisions or limitations: Alternate contact is Dwight Curtis, Parks & Recreation Director For J-U-B: 1. Name Cory Baune, PE Address 114 Thain Road Lewiston, ID 83501 Work telephone (208) 746-9010 Home telephone FAX telephone Esmail address (208) 746-9926 [EMAIL REDACTED] Special provisions or limitations: Page; of 4 2005-77 ---PAGE BREAK--- J-U-B ENGINEERS, Inc. TERMS AND CONDITIONS GENERAL J-U-8 shall provide for the CLIENT professional Services as set forth herein. The Services will be performed in accordance wlth generally accepted professional practices for the intended use of the Project. J-U-B MAKES NO OTHER WARRANTY EITHER EXPRESSED OR IMPLIED. The CLIENT acknowledges and agrees that legal requirements governing the Project may be subject to various and possibly contradictory interpretations: and, J-U-8 will therefore use its reasonable professional efforts and judgment to interpret such requirements. J-U-B shall not be responsible for acts or omissions of any party involved in the Project other than their own, including but not limited to failure of a third party to follow J-U-S's recommendations; the means, methods, techniques, sequences or procedures of construction selected by CLIENT or third parties; safety programs and precautions selected by third parties; compliance with laws, rules, regulations, ordinances, codes, orders or authority by CLIENT and third parties; and any contact or action of the CLIENT or others with third parties. CLIENT therefore indemnifies and holds J-U-B harmless from the actions and omissions of CLIENT and third parties involved in the Project. J-U-B shall not be required to sign any documents, no matter by whom requested, that would result in J-U-S's having to certify, guarantee or warrant the existence of conditions whose existence J-U-8 cannot ascertain. The CLIENT also agrees not to make resolution of any dispute with J-U-8 or payment of any amount due to J-U-B in any way contingent upon J-U-8 signing any such certification. In soil investigation work and in determining subsurface conditions for the Project, the characteristics may vary greatly between successive test points and sample intervals. J-U-8 will coordinate this work in accordance with generally accepted practice of the professional Services being provided and makes NO OTHER WARRANTIES EXPRESSED OR IMPLIED. or as to the professional advice furnished by others. Resetting of survey and/or construction stakes shall constitute Additional Services. CONSTRUCTION PHASE SERVICES Unless otherwise agreed, J»U-B's Services under this Agreement wi!! be considered to be complete and final upon completion of the Services described herein. Unless otherwise agreed, it is understood and agreed that J-U-B's Services under this Agreement do not include Project observation, review of the contractor's performance, or any other construction phase services, and the CLIENT assumes all responsibility for interpretation of the documents associated with the Project and for construction observation or review, and indemnifies J-U-8 from and waives any claims against J-U-8 that may be in any way connected thereto or arise therefrom. It is further understood and agreed that J-U-B does not have control over, and neither the professional activities of J-U-8 nor the presence of J-U-8 at the Project site shall give J-U-8 control over contractor(s) work nor shall J-U-8 have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by contractor{s for safety precautions and programs incident to the work of the contractor(s) or for any failure of contractor(s) to comply with laws, rules, regulations, ordinances, codes or orders applicable to contractor(s) furnishing and performing their work or providing any health and safety precautions required by any regulatory agencies. Accordingly, J-U-8 can neither guarantee the performance of the construction contracts by contractor(s} nor assume responsibility of contactor(s) failure to furnish and perform their work in accordance with the contract documents. The CLIENT agrees that the general contractor shall be solely responsible for jobsite safety, and warrants that this intent shall be carried out in the CLIENT's contract with the general contractor. The CLIENT also agrees that the CLIENT, J-U»B and J¼U-B's subconsultants shaH be indemnified by the general contractor in the event of general contractor's failure to assure jobsite safety and shall be made additional insureds under the genera! contractor's policies of general !lability insurance. OPINIONS OF COST Since J-U-8 has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s methods of determining prices, or over competitive bidding or market conditions, J-U»B's opinions of probable total Project costs and construction, if any, are to be made on the basis of J-U-B's experience and qualifications, and represent J-U-S's best judgment as an experienced and qualified professional engineer, familiar with the construction industry; but J-U-8 cannot and does not guarantee that proposals, bids or actual total project or construction costs will not vary from opinions of probable cost prepared by J-U-8. If the CLIENT wishes greater assurance as to total project or construction costs, CLIENT shaH employ an independent cost estimator. J-U-S's services to modify the Project to bring the construction costs within any limitation established by the CLIENT will be considered Additional Services and paid for as such by the CLIENT. REUSE OF DOCUMENTS All documents and magnetic media and other communication or information formats ("Documents"), prepared or furnished by J-U-8 pursuant to this Agreement are instruments of service with respect to the Project and shall remain the property of J-U-8 whether or not the Project is completed. Although CLIENT may make and retain copies of Documents for information and reference in connection with use on the Project by CLIENT, J-U-B shall retain aU common law, statutory and other reserved rights, including the copyright thereto, and the same shall not be reused without J-U-8's written consent. Any reuse without written consent by J-U-8, or without verification or adoption by J-U-8 for the specific purpose intended by the reuse, will be at CLIENT's sole risk and without liability or legal exposure to J-U-8. The CLIENT shall indemnify and hold J-U-8 harmless from any claims, damages, losses and expenses arising out of or resulting from such reuse. Copies of Documents that may be relied upon by CLIENT are limited to the printed copies (also know as hard copies) that are signed or sealed by J-U-8. Fi!es in electronic media format of text, data, graphics, or of other types that are furnished by J-U-8 to CLIENT are only for convenience of CLIENT. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. Because data stored in electronic media format can deteriorate or be modified inadvertently or othetwise without authorization of the data's creator, the CLIENT agrees that it will perform acceptance tests or procedures within 60 days. after which the CLIENT shall be deemed to _ have accept½d the data thus transferred. Any errors detected within the 60-day acceptance period wil! be corrected by J-U-8. J-U-8 shall not be responSible to mamta1n documents stored in electronic media format after acceptance by CLIENT. When transferring documents in electronic media format, J-U-8 makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by J-U-8 at the beginning of this Project. TIMES OF PAYMENTS J-U-8 shall submit statements for Services rendered and tor expenses incurred, which statements are due on presentation. CLIENT shall make prompt payments. If CLIENT fails to make any payment in full within ten (10) days after receipt of J-U-8's stateme¾t, t%e.amounts due J-U-8 wiii accrue interest at the rate of 1% per month from said tenth day. If the CLIENT fails to make payments when due ?r ¿$herw1se IS 1n breach of this Agreement, J-U-8 may suspend performance of Services upon five days notice to the CLIENT. J-U-8 shall have no l1ab1hty whatsoever to the CLIENT for anv costs or damages as a result of such suspension caused by any breach of the Agreement by the CLIENT. Upon cure of breach or payment in fu!l by the CLIENT within thirty (30) days of the date breach occurred or payment is dÀe, J-U-8 shai! Áesume Services under the Agreement, and the time schedule and compensation shall be equitably adjusted to compensate for the penod of ÂuspeÃs1Än plus _ any other reasonable t1me and Å expense necessary for J-UÆB to resume performance. 1f the CLIENT fails to make payment as prov1dea _ her _ em th1rty (30) days after suspenston O• Services. such failure shall constitute a materia! breach of this Agreement and shall be cause for termmat1on of this Agreement by J-U-8. Paqe 3 of 4