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PROFESSIONAL SERVICES CONTRACT BETWEEN CITY OF MOSCOW, IDAHO AND WALTER M. STEED AND ASSOCIATES This Professional Services Contract is entered into this 22 day of September 2006 by and between the City Of Moscow, Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter referred to as "CITY") and WALTER M. STEED & ASSOCIATES, PROJECT ADMINISTRATION, 1345 Ridgeview Drive, Moscow, Idaho, 83843 (hereinafter referred to as "ADMINISTRATOR"), W I T N E S S E T H : WHEREAS, CITY will make application to Idaho Commerce & Labor (hereinafter referred to as the "Department"), for the receipt of grant funds under the Rural Community Block Grant (RCBG) Program for an improvement project by CITY (hereinafter referred to as the "Project"); and WHEREAS, CITY desires to engage ADMINISTRATOR to render certain services related to the application and administration of the above RCBG Project; and WHEREAS, CITY has complied with provisions for soliciting of grant administration services; and WHEREAS, in order to assure effective management of the above Project, it is deemed to be in the best interests of CITY to enter into an agreement (hereinafter "Contract") with ADMINISTRATOR as hereinafter provided; NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. EMPLOYMENT OF ADMINISTRATOR. CITY agrees to engage the ADMINISTRATOR, and ADMINISTRATOR agrees to provide the services set out in Scope of Services hereinbelow in order to provide for the administration and management of the RCBG Project for CITY as approved by the Department. 2. EMPLOYEE-EMPLOYER RELATIONSHIP. The parties hereto warrant by their signature that no employer-employee relationship is established between ADMINISTRATOR and CITY by the terms of this Contract. It is understood by the parties hereto that ADMINISTRATOR is an independent contractor and. as such, neither it nor its employees, if any, are employees of CITY for any purposes, including tax, retirement system, or social security (FICA) withholding, legal liability and workers compensation. 3. LIAISON. CITY's designated liaison with ADMINISTRATOR is Bill Belknap. Assistant Citv Supervisor. ADMINISTRATOR's designated liaison with CITY is Waiter M. Steed. 2006-32 ---PAGE BREAK--- 4. EFFECTIVE DATE AND TIME OF PERFORMANCE. This Contract takes effect on the date and time first written above and services to be performed by ADMINISTRATOR commence upon receipt of a Notice to Proceed and will be completed upon Project close out. 5. SCOPE OF SERVICES. ADMINISTRATOR will perform the following services: a. Responding to all inquiries from Department regarding the grant application and writing any necessary addendum to formally respond to those concerns; b. Assisting with preparation for and presentation of the Project to the Department's Governor's Advisory Committee; c. Completing environmental review, written reports, checklists, and legal notices required to assure compliance with environmental requirements; d. Drafting management plans and contracts, as required, for review and approval by CITY; e. Establishing and maintaining Project files and preparation of all documentation and re ports required for administration of the RCBG; f. Assisting CITY and its Project engineer in writing contracts in preparation for bidding; g. Assisting in preparation for and participation in receipt of bids; h. Reviewing all proposed Project expenditures to ensure their propriety and proper alloca tion to the Project budget; 1. Participating in pre-construction and periodic construction progress meetings; J. Making on-site visits and attending City Council or other public meetings as necessary to provide Project status reports and represent the Project; k. Preparing in a timely manner all required performance reports and close-out documents and assisting CITY with the determination of applicable audit requirements; L Providing construction administration services to assist CITY in coordinating all Project activities of CITY, its engineer and contractor. and in complying with all regulations of the Department and the RCBG for the Project. It is understood and agreed by the parties that the services of ADMINISTRATOR shall not in clude any of the following: the disbursement or accounting of funds distributed by CITY's fi nancial officers, legal advice, fiscal audits, or assistance with activities not related to the RCBG Project. 6. For completion of services described hereto. CITY shall pay ADMINISTRATOR a sum equal to twenty ·'Exhihit attached thousand dollars ---PAGE BREAK--- ($25,000) plus applicable sales tax. Such payment shall not be increased or decreased without written agreement by botb parties per Section 8 below or upon termination of this Contract per Section 9 below. CITY agrees to pay all billings in the time and in the manner as set forth in the attached Exhibit which by tbis reference is made a part hereof. 7. CONFLICT OF INTEREST. ADMINISTRATOR covenants that ADMINISTRATOR presently has no interest and will not acquire any interest, direct or indirect, in the RCBG Project, which would conflict in any manner or degree with the performance of ADMINISTRATOR's services hereunder. ADMINISTRATOR further covenants that, in performing this Contract, ADMINISTRATOR will employ no person who has any such interest. 8. MOD !FICA TION AND ASSIGNABILITY OF CONTRACT. This Contract contains the entire agreement between the parties regarding tbe Project, and no statements, promises, or inducements made by either party, or agents of either party, which are not contained in the written Contract, are valid or binding. This Contract may not be enlarged, modified or altered except- upon written agreement signed by both parties hereto. 9. TERMINATION OF CONTRACT. This Contract may be terminated as follows: Termination due to loss of funding. This Contract may terminate, in whole or in part, at the discretion of CITY, in the event Department does not fund the grant, or once funded, terminates payments under tbe RCBG, so as to prevent CITY from paying ADMINISTRATOR with RCBG funds. Iu this event, CITY shall give ADMINISTRATOR advance written notice which sets forth tbe effective date of the termination and explains that the termination is due to non-funding of tbe RCBG program grant. Grant funds notwithstanding, services provided by the ADMINISTRATOR until the effective date of such termination shall be payable by CITY. Termination for cause. If either party determines that the other party to this Contract has failed to comply with tbe terms and conditions of the Contract, tbe party making such determination may tem1inate this Contract in whole or in part at any time before the date of completion after first giving notice, in writing, to that party of any or all deficiencies claimed. The notice will be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected within a reasonable period to be specified in the notice, the notifying party may, with no further notice, declare this Contract to be terminated. ADMINISTRATOR wiil thereafter be entitled to receive payment for those services reasonably performed to the date of termination less the amount of rea sonable damages suffered by CITY from ADMINISTRATOR by reason of ADMINISTRATOR's failure to comply with this Contract. (ii) Notwithstanding the above. ADMINISTRATOR is not relieved of liability to for damages sustained by by virtue of any breach of this Contract ADMINISTRATOR, and CITY may withhold any payments to ---PAGE BREAK--- ADMINISTRATOR for the purpose of set-off until such time as the exact amount of damages due CITY from ADMINISTRATOR is determined. 10. DOCUMENTS INCORPORATED BY REFERENCE. CITY's application to the Department for RCBG funding, dated September 18, 2006 and all applicable federal and state statues and regulations are incorporated into this Contract by this reference and are binding upon and shall be complied with by ADMINISTRATOR. 11. NONDISCRIMINATION. ADMINISTRATOR shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental handicap, or national origin. 12. OWNERSHIP AND PUBLICATION OF MATERIALS. All reports, information, data, and other materials prepared by ADMINISTRATOR pursuant to this Contract shall be the property of CITY and the Department which has the exclusive and unrestricted authority to release, publish or otherwise use, in whole or in part under this Contract and shall not be subject to copyright or patent in the United States or in any other country without the prior written approval of CITY and the Department. 13. REPORTS AND INFORMATION. ADMINISTRATOR shall maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this Contract and such other records as may be deemed necessary by CITY to assure proper accounting for all Project funds, both federal and non-federal shaw>. These records will be made available for audit purposes to CITY or its authorized representative, and shall be retained for three years after the expiration of this Contract unless permission to destroy them is granted by CITY. 14. ACCESS TO RECORDS. It is expressly understood that ADMINISTRATOR's records relating to this Contract shall be available during normal business hours for inspection by CITY, Department and, when required by law, representatives of the State of Idaho. 15. CONSTRUCTION AND VENUE. This Contract shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, venue is the 2nd Judicial Court in and for the County of Latah, State of Idaho. 16. INDEMNIFICATION. ADMINISTRATOR waives any and all claims and recourse against CITY, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to ADMINISTRATOR's negligent performance of this Contract except for liability arising out of concunent or sole negli gence of CITY or its officers, agents or employees. Further, ADMINISTRATOR shall in demnify, hold harmless, and defend CITY against any and all claims, demands, damages, costs, expenses or liability arising out of ADMINISTRATOR's negligent performance of this Contract except for liability arising out of the concunent or sole negligence of CITY or its officers, agents or employees. ---PAGE BREAK--- 17. LEGAL FEES. In the event either party incurs legal expenses to enforce the terms and conditions of this Contract, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. 18. SPECIAL WARRANTY. ADMINISTRATOR warrants that nothing of monetary value has been given, promised or implied as remuneration or inducement to enter into this Contract. ADMINISTRATOR further declares that no improper personal, political or social activities have been used or attempted in an effort to influence the outcome of the competition, discussion or negotiation leading to the award of this Contract. Any such activity by ADMINISTRATOR shall make this Contract null and void. 19. NOTICE TO PARTIES. Service of any notice permitted or required under the terms of this Contract shall be deemed complete upon the depositing of the same in the United States mails by the notifying party, by certified or registered mail, addressed to the notified party at the address set forth above, or at such other address as either shall hereafter in writing to the other designate, or by causing such notice to be served personally upon the liaison for the notified party as set forth in Section 3 above. 20. SEVERANCE AND VALIDITY. In the event any provision of this Contract, or any part thereof, shall be determined by any court of competent jurisdiction to be invalid. void or otherwise unenforceable, the remaining provisions, or parts thereof, shall remain in full force and effect, and shall in no way be affected, impaired or invalidated thereby. Such remaining provisions shall be constmed in a manner most closely approximating the intention of the parties with respect to the invalid, void or unenforceable provision or part thereof. 21. BINDING EFFECT. This Contract shall be binding upon and inure to the benefit of the heirs, personal representatives, administrators and any consented-to successors and assigns of these parties. 22. OTHER PRINCIPLES OF CONSTRUCTION. Words in any gender shall be deemed to include the other genders; the singular shall be deemed to include the plural and vice versa; and the headings and paragraph titles are for guidance only and shall have no significance in the interpretation of this Contract. IN WITNESS WHEREOF. the parties hereto have executed this Contract on the day and year first above written. ---PAGE BREAK--- CITY OF MOSCOW Title: Mayor Date: q - b6 -o CO STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) W. M. STEED & ASSOCIATES Title: _ On this zgtiLday of , 2006, before me, a Notary Public in and for said State, appeared WaJ±i:fi'{. known to me to be the person named above and acknowledged that he/she executed the foregoing document as the duly authorized rĩesentative for W.M. Steed & Ass · I j { J I . ---PAGE BREAK--- EXHIBIT A Addendum Submission and Project Administration CITY shall pay the sum of twenty five thousand dollars (S25,000) and sales tax if applicable (total Compensation) upon ADMINISTRATOR's written request in accordance with the following schedule, unless such sum is subsequently changed by the agreement of both parties as described in Section 8 - Modifications and Assignability of Contract or unless this contract is terminated per Section 9. All payments made shall total not more, and not Jess, than the total amount of Compensation. The following schedule and the hours shown of the time required to perform services are estimates only and shall not govern billings or payments. SCHEDULE OF PAYMENTS: Task 1 Payment After Grant Award: For activities involved in writing the Environmental Review Record and preliminary activities involved in setting up the grant start-up activities, project file organization, accounting, work with CITY to explain grant requirements and other assistance and subject to Department issuing the "Notice of Removal of Grant Conditions and Release of Funds"), ADMINISTRATOR shall receive six thousand five hundred dollars ($6,500) paid in partial payment of total Compensation. Task 2 Payments During Pre-construction Period: For activities related to preparation of bid package; bid opening/award; assistance with execution of construction contract and conducting pre-con:;truction conference and pre-construction conference, ADMINISTRATOR shall receive six thousand dollars ($6,000) paid in partial payment of total Compensation. Task 3 Payments During Construction: For activities during the period for related to work with contractors and subcontractors monitoring Davis-Bacon; civil rights and other required compliance activities; project management; meeting attendance; maintaining communication among parties (i.e. CITY, Department, engineers. con tractors), and conducting project monitoring, as needed), ADMINISTRATOR shall receive ten thousand dollars 10,000) paid in partial payment of total Compensation. The total amount paid in progress payments as listed above shall not exceed ninety percent (90%) of the total compensation sum. Task 5: Final Pavmenr: Upon ADM!NISTRA TOR's written requisition, CITY shall pay the re maining two thousand five hundred dollars (S2,500) of compensation sum when close out documents are submitted to Commerce, excepting consultation, which may be required for audit, or as follow up on close out of the grant. ---PAGE BREAK--- During the Pre-construction and Construction period, of Tasks 2 and 3, the ADMINISTRATOR may submit invoices to CITY based on the percentage of each task completed to the time of invoice. TABLE OF ESTIMATED HOURS ALLOCATED BY TASK: The hours shown in the following table are estimates only as illustrative of the allocation of time to various tasks based on ADMINISTRATOR's experience and best good faith estimate. However, any forecast of future work on a Project of this type is not, and cannot be assumed to be, completely precise as the actual work in such matters is never predictable. In fact, the only sure prediction is that the actual work involved will result in more time allocated to some tasks than is predicted, while other tasks may take less time than predicted. These estimates are used only to provide a table of estimated hours by task and shall not govern the amount of billings or payments: For Project and grant administration after grant application submission Task 1 Assist CITY and Project engineer with final design Prepare environmental and regulatory environmental checklists Prepare Project management plan and assist CITY in implementation Establish Project files Est. Hours 10 15 5 5 Attend CITY meetings as needed to provide Project status reports 30 Task 2 Assist CITY and Project engineer with bid packages and biding 45 Task 3 Track Project progress and prepare reports 35 Review Project expenditures 3 5 Participate in meetings 45 Task 4 Prepare required close-out documentation and assist with determination of audit requirements Provide other services as needed TOTAL ESTIMATED HOURS Included reimbursable expenses (travel, telephone. copying, etc.) $775.00 50 10 285