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AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES RELATED TO THE CATWALK ANALYSIS PROJECT BETWEEN CITY OF MOSCOW, IDAHO AND RIM ROCK CONSULTING, INC. THIS AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES RELATED TO THE CATWALK ANALYSIS PROJECT BETWEEN CITY OF MOSCOW, IDAHO AND RIM. ROCK CONSULTING, INC. (hereinafter "Agreement"), is made and entered into this day of bte tMb.i¥', 2012, by and between the 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 Rim Rock Consulting, Inc., H5 Sffi:H'l, 'I Sf!feet Ste. 3, Moscow, Idaho, 83843 (hereinafter .referred to as "ENGINEER"). IZ4 w z, W I T N E S S E T H: WHEREAS, CITY desires to accomplish the above referenced PROJECT which consists of contracting for professional engineering services to determine the capacity of the Northwest Water Reservoir (located generally at Residence Street in Almon Asbury Lieuallen Park) to safely withstand existing and future appurtenant loads imposed and allowed under leases by assorted communications companies (hereinafter "PROJECT"); and WHEREAS, CITY Public Works Department has selected the above-referenced ENGINEER to complete the Scope of Work identified herein; and WHEREAS, ENGINEER has prepared the Scope of Work which is incorporated into this Agreement; and WHEREAS, CITY wishes ENGINEER to complete the Scope of Work pursuant to this Agreement; NOW, THEREFORE, be it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION I: SCOPE OF WORK A. ENGINEER Deliverables ENGINEER shall be responsible for an inventory of all equipment added (on-site survey); locating each piece of equipment (non-uniform loading); locating and categorizing connections of the catwalk to tower; determining the original walkway design criteria; obtaining CITY input for present and future uses on the STRUCTURE. ENGINEER shall gather all necessary field data to develop a detailed drawing of the reservoir, the catwalk, and all attached equipment. ENGINEER shall prepare a technical PROFESSIONAL SERVICES AGREEMENT- RIM ROCK CONSULTING PAGElOF7 2012 ·16GJ ---PAGE BREAK--- memo which shall include all calculations, drawings, current load analysis and recommendations on location and magnitude of current and any future loading limits, all as further defmed in Attachment Design Meetings. ENGINEER shall meet with CITY staff to review ENGINEER's findings. B. Analysis and Surveying ENGINEER shall perform all analysis and surveying for a time and materials "not-to exceed" amount, as set out in Section II.B.2. of this Agreement. C. CITY Deliverables CITY shall provide to ENGINEER, in relationship to the PROJECT, all available documents, permits, permissions, and authorities to complete the PROJECT as described. CITY shall sign off on final documents, after approval by CITY Public Works Director. SECTIOND: A. Independent Contractor The contracting parties warrant by their 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 CITY for purposes of tax, retirement system, or social security (FICA) withholding. B. Fees and Conditions for Engineering Services 1. Payment for all services described in this Agreement is provided in accordance with the cost described in Section II.B.2. of this Agreement 2. The cost for engineering services for PROJECT as described in Section I, Scope of Work, is a time and materials "not-to-exceed" amount of seven thousand two hundred eighty dollars ($7,280) with payment based on Exhibit Scope of Work, which shall include all fees (profit), overhead, and direct costs. 3. Bills submitted to CITY by ENGINEER shall list individual performing work and description of work performed. Bills shall be submitted on a basis to CITY Engineer for approval and payment. 4. Payment is due upon receipt of ENGINEER's statement(s). 5. Payment of the time and materials "not-to-exceed" amount of seven thousand two hundred eighty dollars ,280). 6. CITY and ENGINEER may mutually agree to re-allocate task funding, providing the fixed "not-to-exceed" price described in Section II.B.2. of this Agreement is unchanged. PROFESSIONAL SERVICES AGREEMENT-RIM ROCK CONSULTING PAGE20F7 ---PAGE BREAK--- SECTION III: A. Termination of Agreement This Agreement may be terminated by ENGINEER upon thirty (30) days written notice, should CITY fail to substantially perform in accordance with its terms through no fault of ENGINEER. CITY may terminate this Agreement with thirty (30) days notice without cause and without further liability to ENGINEER except as designated by this section. In the event of termination, ENGINEER 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. All working Drawings shall become the property of, and shall be surrendered to, CITY. 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 ENGINEER all technical data of record in CITY's possession, including maps, surveys, borings and other information described in Section I. B. of this Agreement. D. Termination of PROJECT If any portion of PROJECT covered by this Agreement shall be suspended, abated, abandoned or terminated, CITY shall pay ENGINEER 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. 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 the performance of professional services from which CITY sustains damage, ENGINEER has obtained Errors and Omissions Insurance in the amount of Five Hundred Thousand Dollars ($500,000), and said insurance shall be held active for a two year (minimum) period from the date of completion of PROJECT. CITY shall receive notice of any pending termination of said insurance within five days of first notice to ENGINEER. F. 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 Five Hundred Thousand Dollars ($500,000) per claim and One PROFESSIONAL SERVICES AGREEMENT- RIM ROCK CONSULTING PAGE3 OF7 ---PAGE BREAK--- Million Dollars ,000,000) aggregate, and ENGINEER shall cause CITY to be named as an additional insured under said policy. G. Indemnification ENGINEER agrees, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of ENGINEER in the performance of professional services under this Agreement, to the extent that ENGINEER is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between ENGINEER and CITY. ENGINEER shall not be obligated to indemnify CITY for CITY's sole negligence. H. 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. I. 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. J. 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. K. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties concerning 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. L. 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. M. Conflict of Interest ENGINEER covenants that they presently have no interest and will not acquire any interest, direct or indirect, in PROJECT which would conflict in any manner or degree PROFESSIONAL SERVICES AGREEMENT- RIM ROCK CONSUL TJNG PAGE40F7 ---PAGE BREAK--- with the performance of services hereunder. ENGINEER further covenants that, in performing this Agreement, they will employ no person who has any such interest. N. 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. 0. Non-discrimination. ENGINEER shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sex, age, marital status, physical or mental handicap, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. ENGINEER rum ck CoMlliting, IDe By&JMu2:! Duane Priest, PLS Vice-President CITY City of Moscow, Idaho DATED this day of 2012. STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) ACKNOWLEDGMENT On this \4-s,h day of ªt s: , 2012, before me, a Notary Public in and for said State, appeared Duane Priest, PLS, Vice President, known to me to be the person named PROFESSIONAL SER VlCES AGREEMENT-RIM ROCK CONSULTING PAGE 5 OF 7 ---PAGE BREAK--- above and acknowledged that he executed the foregoing document as the Vice-President and the duly authorized representative for Rim Rock Consulting . Notary Public for the State of Idaho Residing at YĂ㥠My commission expires 3- = -2 \ PROFESSiONAL SERVICES AGREEMENT-RIM ROCK CONSULTING PAGE60F7 ---PAGE BREAK--- EXHIBIT • Rim Rock Consulting, Inc. Pf\OFESSIONAl LAND SURVEYORS ENGINEERING SERVICES Kevin Lily City of Moscow PO Box9203 Moscow ld 8}813 Re: Catwalk Analysis Pr-oject -Cost Breakdown Dear Mr. Lilly, JOHN L. DUNN, PLS /101 WA / CFeds DUANE E. PRIEST, PlS /10, CA. NV, AZ J£FF FILLER, Ph.D., PE Upon evilluation of the Scope of Services for the Catwalk Analysis project Rim Rock Consulting has compiled the following cost breakdown: Discovery Phit:Se- }2 hours EfT, 7 hours PE - $3,025.00 for inventory all equipment added (an site survey), accurately loatte each piece of equipment (non-uniform loading). IOCilte and categorize connections of the catw..&k to tower, determine original walkway design c:ritefiito city staff input for presart and future uses. Engineering Îysis ·1-t hours EJT, 16 hours Draftsman, 6 hours PE- $3,)30.00 for code review(cumnt and future compiNmce), load cillk:ulations., wind/seismic loading (for current and fuhm! connec.tion analysis and CADD drawings. Reporting- 8 hours EfT, 3 hours PE- $925-00 -for compilation of engineering analysis wi1tt recommendations ;md reporting. llle total for the project is $]28a.oo. Rim Rock Consaiting welcomes any expitllSian of the worlt, as originally outlined, 4lt 1tte following rates: Draftsman- $6o.oo/hr, EIT- $65.ooJhr, PE- $135.oo/lv· As a cost savings effort Rim Rock Consulting offers ID enter a ··me and type agreement. We are dedicated to provicf...g the best value and quafity work, therefore, pl contad me if there ilre ill1)' darific:iltions or attentions. Tom Garrison, EfT Project Manager us South W:tshiº Street- Suit¸ 3 • Moscow, 10 83¹3 (zol) • (zo8) 09 PROFESSIONAL SERVICES AGREEMENT- RIM ROCK CONSULTING PAGE70F7