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AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO RESTROOM REMODEL AT MOSCOW POLICE STATION BETWEEN CITY OF MOSCOW, IDAHO AND SPRENGER CONSTRUCTION, INC. THIS AGREEMENT, made and entered into this Z. day of Uttvc£v, 2007, by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter referred to as "CITY"), and Sprenger Construction, Inc., P 0 Box 9869, Moscow, Idaho, 83843 (hereinafter referred to as "CONTRACTOR"). WITNESSETH: WHEREAS, CITY intends to remodel restroom at Moscow Police Station, Moscow (hereinafter referred to as "PROJECT") which PROJECT is more specifically described hereinbelow; and WHEREAS, CONTRACTOR agrees to perform the various professional services required and defined hereinbelow at Section I, Scope of Work, with a not to exceed amount of twenty four thousand six hundred seventeen dollars ($24,617); NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION 1: PROJECT Description: Remodeling the existing employee restroom at Moscow Police Station which is located in the west end of the building. PROJECT includes electrical, plumbing, and structural modifications to the restroom as well as a new concrete floor, to ADA standards. SECTION II: Scope of Work: The Scope of Work includes supplying new doors, electrical fixtures and wiring, lavatories, shower facility, ceiling fans, FRP wall covering, toilet partition, on-demand hot water heater, concrete for floor modifications and countertop. All work shall comply with ADA standards to the extent indicated on PROJECT plans and attached specifications. SECTION III: CONTRACTOR shall furnish the following serv1ces for PROJECT and for compensation described in Section IV of this Agreement: AGREEMENT FOR PROFESSIONAL SERVICES SPRENGER CONSTRUCTION, INC. PAGE 1 0F6 2007-04 ---PAGE BREAK--- 1. Product descriptions, specifications, and warranties for the following: a. Electrical fixtures including interior lights, occupancy sensors, and on-demand hot water heater; b. Plumbing fixtures including lavatories, valves, floor drains, shower hardware and piping; c. Specialty and other materials and equipment including grab bars, paint, mirrors, floor coating, and toilet partition. 2. Substantial completion is to be accomplished within sixty (60) days of Notice to Proceed. SECTION IV: Payment for Scope of Work: CITY shall pay to CONTRACTOR for Scope of Work, a total amount not to exceed twenty four thousand six huudred seventeen dollars ($24,617) unless otherwise provided for by amendment to this Agreement. SECTION V: A. Independent Contractor. The contracting parties warrant by their signature that no employer/employee relationship is established between CONTRACTOR and CITY by the terms of this Agreement. It is tmderstood by the parties hereto that CONTRACTOR 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. B. Other Considerations Regarding Fees and Costs. CONTRACTOR shall be paid upon CITY'S receipt of a bill for services rendered. C. CONTRACTOR shall, at CITY'S expense, obtain licenses and permits which may be required by local, State and Federal authorities. D. Living Wage. As a condition of this Agreement, Sprenger Construction, Inc. shall pay to all laborers, mechanics, subcontractors, employees, agents, and assigns who perform services for CITY pursuant to this Agreement, working full time, the living wage I minimum wage established by Resolution 2006-18 or as established by duly adopted Resolution of the Moscow, Idaho City Council, whichever is greater, during the pendency of this Agreement. AGREEMENT FOR PROFESS!ONAL SERViCES SPRENGER CONSTRUCTION, fNC. PAGE20F6 ---PAGE BREAK--- Such City living wage I minimum wage shall be that in effect on the date of execution of this Agreement. Failure to pay such living wage I minimum wage shall be considered to be a breach of this Agreement. Resolution 2006-18 is attached to this Agreement as Exhibit and made part of it by reference SECTION VI: A. Termination of Agreement. This Agreement may be terminated by CONTRACTOR upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of CONTRACTOR. CITY may terminate this Agreement upon thirty (30) days' written notice without cause and without further liability to CONTRACTOR except as designated by this section. In the event of termination, CONTRACTOR shall be paid for services performed to termination date, including direct expense and including a percentage of the fixed fee based upon the work completed. B. Extent of Agreement. This Agreement may be amended only by written instrument signed by both parties hereto. C. Data of Record. CITY shall make available to CONTRACTOR all technical data of record in CITY'S possession, including maps, surveys, borings, and other information required by CONTRACTOR relating to this work. D. Termination of PROJECT. If any portion of PROJECT covered by this Agreement shall be suspended, abated, abandoned, or terminated, CITY shall pay CONTRACTOR for the services rendered to the date of such suspended, abated, abandoned, or terminated work; the payment to be based, insofar as possible, on the amounts established in this Agreement or, where the Agreement cannot be applied, the payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties as to the percentage of the work completed. E. CONTRACTOR'S Additional Insurance. CONTRACTOR 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 Five Hundred Thousand Dollars ($500,000) per claim and One Million Dollars AGREEMENT FOR PROFESSIONAL SERViCES SPRENGER CONSTRUCTiON, INC. PAGE30F6 ---PAGE BREAK--- ($1,000,000) aggregate, and CONTRACTOR shall cause CITY to be named as an additional insured under said policy. F. Indemnification. CONTRACTOR 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 CONTRACTOR'S performance of this Agreement, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. Further, CONTRACTOR shall indemnify, hold harmless, and defend CITY against any and all claims, demands, damages, costs, expenses, or liability arising out of CONTRACTOR'S performance of this Agreement, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. If CITY is determined to be solely negligent by a final decision in a court of law and such sole negligence by CITY directly results in judgment(s), costs, and/or expenses to CONTRACTOR, then CITY shall reimburse CONTRACTOR for the portion of such judgment(s), costs and/or expenses attributed to CITY as a result of such determination of CITY'S sole negligence. G. 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, whether the same are incurred with or without suit. H. 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. I. Binding of Successors. CITY and CONTRACTOR 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. J. Modification and Assignability of Agreement. This Agreement contains the entire agreement between the parties, 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. CONTRACTOR may not AGREEMENT FOR PROFESSIONAL SERViCES SPRENGER CONSTRUCTION, !NC. PAGE40F6 ---PAGE BREAK--- subcontract or assign its rights (including the right to compensation) or duties ansmg hereunder without the prior written consent and express authorization of CITY. Any such consultant, subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. CONTRACTOR may use the services of independent contractors to perform portions of its obligations under this Agreement. Services performed by independent subcontractors will be billed to CITY by CONTRACTOR at actual cost plus ten percent (10%) but payment to such subcontractors shall not be in addition to the not-to-exceed amount of this Agreement. The liability of CONTRACTOR arising from the work of its subcontractors shall be limited to proceeds available from its subcontractor's insurance(s) to the extent permitted by law. K. 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. L. Conflict of Interest. CONTRACTOR covenants that it presently has no interest and will not acquire any interest, direct or indirect, in PROJECT which would conflict in any manner or degree with the performance of its services hereunder. CONTRACTOR further covenants that, in performing this Agreement, it will employ no person who has any such interest. M. Changes in Regulations. CONTRACTOR 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. In the event that CONTRACTOR is requested or directed to perform work, or amend work previously accomplished, due to unforeseen or tmanticipated changes or additions to current laws or regulations, such work shall be deemed a change in Scope of Work and shall be cause to amend Section III 2. of this Agreement in respect to maximum cost by mutually agreeable amounts commensurate with the change in conditions. N. Non-Discrimination. CONTRACTOR shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed. political ideals, sex, sexual orientation, age, marital status, physical or mental handicap, or national origin. AGREEMENT FOR PROFESSIONAL SERViCES SPRENGER CONSTRUCTiON, INC. PAGE50F6 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. CONTRACTOR Sprenger Construction, Inc. ' By: ?rJyiJ 9 Sr:- . Michael J. Spreng e STATE OF IDAHO ) ) ss: County of Latah ) CITY City of Moscow, Idaho By: lit /t1AaJt¥ Nancy ney, Mayor V On this 2.8-fday of , 2007, before me, the undersigned, a Notary in and for said State, personally aeared Michael J. Sprenger, known to me to be the person whose name is subscribed to the foregoing Agreement and acknowledged to me that he executed the same in his capacity as Manager, an authorized representative of Sprenger Construction, Inc. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabo1ĥe written. \\11! !1;11 , • • • . 1\fA, , • • • • • vw.· x - • ·•OTA.Rv - - • . ' • - . - - - AGREEMENT FOR PROFESSIONAL SERV!CES SPRENGER CONSTRUCTION, INC. Notary Pu Residing at My commission expires: 16 • I PAGE60F6 ---PAGE BREAK--- RESOLUTION NO. 2006-18 A RESOLUTION OF THE CITY OF MOSCOW, A MUNICIPAL CORPORATION OF THE STATE OF IDAHO, ESTABLISHING A POLICY TO REQUIRE THAT THE CITY PAY TO ITS CITY EMPLOYEES NOT LESS THAN A LIVING WAGE I MINIMUM WAGE AND ESTABLISHING A POLICY TO REQUIRE CONTRACTORS WITH THE CITY TO PAY TO THEIR LABORERS, MECHANICS, SUBCONTRACTORS, EMPLOYEES, AGENTS, AND ASSIGNS THE CITY-ESTABLISHED LIVING WAGE I MINIMUM WAGE; PROVIDING THIS RESOLUTION TO BE EFFECTIVE UPON ITS PASSAGE AND APPROVAL. WHEREAS, more than one hundred (100) cities and counties throughout the United States have established a living wage for their communities; and WHEREAS, one of the purposes of establishing such wage is to assist is employees in obtaining and maintaining a reasonable standard of living; and WHEREAS, City employees and persons contracting with the City are supported by tax dollars from the community which tax dollars should reflect the values of the community; and WHEREAS, it is the desire of the Council to use City funds to promote the creation of a livable wage which, in tum, is designed to increase the ability of City employees and those who contract with the City to obtain sustenance, decrease the amount of poverty, and to reduce the amount of tax payer funded social services within the community; and WHEREAS, as an extension of this City value, the Council wishes to contract with only those persons and/or entities who will pay at least the City-established living wage I minimum wage to their laborers, mechanics, subcontractors, employees, agents, and assigns who perform services on such City contracts; and WHEREAS, an additional intent of the City, through this Resolution, is to require that a clause be placed in all appropriate contracts of the City to require the establishment and payment of such City-established living wage I minimum wage; and WHEREAS, the Council invites and encourages all employers in the community to establish employee compensation that reflects a wage that can cover basic living expenses; NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council of the City of Moscow, Idaho as follows: I. City to pay its employees the City-established living wage I minimum wage. A. The City hereby adopts, as a permanent and continuing policy of the City, a City living wage I minimum wage to be paid to each and every employee, as established by the following formula, unless specifically exempted by this Resolution: RESOLUTiON 2006E18- CITY-ESTABLISHED L!VlNG/M!N!MCM WAGE PAGE I 0F3 ---PAGE BREAK--- The current Federal minimum wage rate or a specific living wage I minimum wage established by separate Resolution of the Council, whichever is greater. B. This policy applies to every covered, non-exempt Fair Labor Standard Act (FLSA) worker, as those terms are defined in the FLSA, who works forty ( 40) hours or more per week for the City of Moscow, Idaho but this policy shall not apply to part-time and/or seasonal City employees. C. Nothing in this policy is intended to or shall be considered to alter the employment status of any City employee who is exempt from hourly calculation of wage according to FLSA rules and regulations. D. Nothing in this policy is intended to or shall act as an alteration of any guidelines or standards established by City of Moscow Personnel Policies. II. Contractors to pay City-established living wage I minimum wage. A. Unless exempted by Section II.B of this Resolution, all who contract with the City shall pay to all of their laborers, mechanics, subcontractors, employees, agents, and assigns who perform services for the City on such a contract, employed full time, at least the City living wage I minimum wage established in Section I. A of this Resolution. B. Exemption from payment of the City established living wage I mm1mum wage pursuant to this policy shall be only as follows: l . Where the contracting business employs fewer than ten (10) full time employees; 2. When the contracting business is a non-profit organization or institution; 3. Where the contract is primarily for the provision of goods; 4. Where the services contract has a total value reasonably expected to be less than twenty five thousand dollars ($25,000); or 5. Where a specific exemption from this policy is granted by a majority vote of the Council. C. The following clause shall be added to any contract the City makes with any and all contractors: Payment of City Established Living Wage I Minimum Wage Required. As a condition of this Agreement, (name of contractor) shall pay to all laborers, mechanics, subcontractors, employees, agents, and assigns who perform services for City pursuant to this Agreement, working full time, the living wage I minimum wage established by Resolution 2006- _ or as established by duly adopted Resolution of the Moscow, Idaho City Council, whichever is greater, during the pendency of this Agreement. Such City living wage I minimum wage shall be that in effect on the date of execution of this Agreement. RESOLUTION 2006-I8- CITY-ESTABLISHED LlV!NG!\11NlMUM WAGE PAGE20F3 ---PAGE BREAK--- Failure to pay such living wage I minimum wage shall be considered to be a breach of this Agreement. PASSED AND APPROVED by the Mayor of the City of Moscow. Idaho, this :z..tĦ day of ktK , zoo6. , y':/i RESOU.JT!ON 2006C 18- CITY-EST A BUSHED W /\GE PAGE30F.l