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PROFESSIONAL SERVICES AGREEMENT FOR SANITARY SEWER IMPROVEMENTS DESIGN BETWEEN TERRAGRAPHICS ENVIRONMENTAL ENGINEERING, INC. AND CITY OF MOSCOW, IDAHO THIS PROFESSIONAL SERVICES AGREEMENT FOR SANITARY SEWER IMPOVEMENTS DESIGN, (hereinafter "Agreement"), is made and entered into this 2. day of June. , 2009, by and between the City of Moscow, Idaho, 206 East Third Street, Moscow, Idaho, 83843, a municipal corporation of the State of Idaho (hereinafter "CITY'"), and Terragraphics Environmental Engineering, Inc., 121 South Jackson, Moscow, Idaho, 83843 (hereinafter ''CONSULT ANT"). WITNESS ETH: WHEREAS, CITY desires to have Engineering Design Services performed for the design of sanitary sewer improvements described hereinbelow, (hereinafter "PROJECT''); and WHEREAS, CONSULT ANT has represented and by entering into this Agreement now represents, that CONSULT ANT is in full compliance with the statutes of the State of Idaho for registration of professional engineers and that all personnel to be assigned to the work required under this Agreement are fully qualified to perform the work to which they will be assigned in a competent and professional manner; and WHEREAS, CONSULT ANT desires to do the work set forth in this Agreement upon the tenns and conditions set forth hereinbelow; NOW, THEREFORE, be it agreed that, for and in consideration of the terms, conditions, covenants, and perfonnances contained hereinbelow, the parties hereto agree as follows: SECTION I: SCOPE OF WORK A. PROJECT Description The objective of this PROJECT is to provide engineering consulting services generally consisting of the engineering design of the replacement of thirteen hundred (1 ,300) lineal feet of small diameter sanitary sewers and associated work. CITY intends to bid the work for construction for 2009 construction season. PROJECT covers four geographic locations including: • Kenneth between Lynn and Logan: MH H20-5 east to H20-6. Replace five hundred feet (500') of six inch diameter clay sewer pipe. Replace t1ush tank at east end with manhole. Add manhole approximately at midpoint. • 6111 and Lynn: MH H18-2 south to Hl8-3. Burst or replace three hundred feet (300') of six inch diameter clay sewer pipe. • N011h end of Brent Dr.: MH F 13-8 South to F13-9- Replace two hundred sixty two feet (262 of six inch diameter clay sewer pipe. • 8111 and Hayes: MH 119-4 -north replace two hundred fifty seven feet (257') of six inch diameter clay sewer pipe and install new manhole at end of line. PROFESSIONAL SERVICES AGREEMENT- CITY I TERRAGRAPHICS PAGE I 0F9 ---PAGE BREAK--- During the PROJECT execution, CONSULT ANT shall provide supporting infonnation as may be pertinent and necessary, or as may be requested by CITY, in order for CITY to pass critical judgment on the design features of the work. CONSULT ANT shall make such minor changes, amendments, or revisions in the details of the work as may be required by CITY provided that they are within the Scope Of Work and are requested prior to final review by CITY. This item does not constitute an ''Extra Work'' item. When alternates are being considered, CITY shall have the right of selection. B. Tasks by CONSULTANT 1. Management 1.1 Manage the design process, communicate progress to CITY, and complete quality and control measures. 1.2 Prepare invoices and status reports. 1.3 Attend coordination meetings with the CITY to discuss the design package. 2. Design 2.1 Participate in one design coordination meeting with CITY staff to confirm PROJECT understanding and obtain relevant design infonnation. 2.2. Obtain and review background design information and walk alignment with CITY staff. 2.3 Prepare fifty percent (50%) design. 2.4 Conduct one two hour design review work session at CITY office with CITY staff. 2.5 Prepare ninety percent (90%) design and bid documents. 2.6 Produce quantity take off and itemize items for bid schedule. 2.7 Prepare Engineer's opinion of probable construction cost at sixty percent (50%) and Bid phase. 2.8 Prepare and fumish drawings and specifications. 2.9 CONSULTANT shall submit one copy of final bid package to CITY. 3. Bidding 3.0 Review Contractor questions during bidding period and assist CITY in responses. 4. Construction 4.1 None. C. Tasks by CITY 1 . Management 1.1 CITY will attend coordination meeting with CONSULT ANT to discuss design package, PROJECT schedule. 2. Design 2.1 CITY will provide base drawings as available. PROFESSIONAL SERVICES AGREEMENT- CiTY/ TERRAGRAPIIIC'S PAGE2 0F9 ---PAGE BREAK--- 2.2 CITY will provide CITY Standard specifications including general conditions, standard fom1at and similar documents for inclusion into the Bid package to be assembled by the CONSULTANT. 2.2. CITY will as as possible review design submittals and questions. 3. Bidding 3.1 Bidding process by CITY. 3.2 CITY to attend pre-construction meetings and answer contractor questions regarding PROJECT. 4. Construction 4.1 All construction management services by CITY. 4.2 CITY staff to answer design related questions by contractor during construction. 4.3 CITY will review material submittals. SECTION II: A. Independent Contractor The contracting parties wan·ant by their signature that no employer/employee relationship is established between CONSULTANT and CITY by the terms of this Agreement. It is understood by the parties hereto that CONSULT ANT 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 Services CONSULT ANT shall be paid by CITY for completed work or services rendered under this Agreement as provided for hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. 1. Payment for consulting services for PROJECT as described in Section I, Scope of Work, shall be an amount not to exceed limit of Thirteen Thousand Five Hundred Dollars ($13,500), with payment based upon the Fee Schedule attached as Exhibit 2. Bills submitted to CITY by CONSULT ANT shall include the classifications of the individuals perfonning the work and applicable hourly rates and shall include all fees (profit), overhead and direct costs. 3. Payments are subject to CITY review and approval and such payments, when approved by CITY, will be made within two weeks of CITY approval. 4. Each payment by CITY shall constitute full payment for labor, materials, supplies, equipment, and incidentals to the date of CONSULTANT's partial payment request. CONSULT ANT's acceptance of payment constitutes a waiver of any claims for payment not including the partial payment request. PROFESSIONAL SERVICES AGREEMENT- CITY I TERRAGRAPJIICS PAGE3 0r9 ---PAGE BREAK--- A. Performance Time SECTION I II: CONSULTANT shall deliver final drawings and specifications to CITY within sixty (60) calendar days from the date of this Agreement. B. Tennination of Agreement This Agreement may be terminated by CONSULT ANT upon thirty (30) days written notice, should CITY fail to substantially perform in accordance with its terms through no fault of CONSULT ANT. CITY may tenninate this Agreement with thirty (30) days notice without cause and without further liability to CONSULT ANT except as designated by this section. In the event of termination, CONSULTANT shall be paid for services perfonned to tem1ination date, including direct expense and including the percentage of the work completed. C. Extent of Agreement This Agreement may be amended only by written instrument signed by both parties hereto. D. Data of Record CITY shall make available to CONSULTANT all reasonably available technical data relative to the design of the PROJECT in CITY's possession. E. Qualified Estimates of Cost The estimates of cost for PROJECT herein are to be prepared by CONSULT ANT through exercise of their experience and judgment in applying presently available cost data; but it is recognized that CONSULTANT has no control over long-term cost of labor and materials and market conditions and, as such, CONSULTANT cannot wanant PROJECT costs will not vary from CONSULTANT's cost estimates as a result of these described factors. Nothing in this paragraph shall serve to release or relieve CONSULT ANT from exercising the skill, care, and professional judgment exercised by a similarly situated vendor. F. Tennination of PROJECT If any pmtion of PROJECT covered by this Agreement shall be suspended, abated, abandoned or tenninated, CITY shall pay CONSULT ANT 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 pa1ties as to the percentage of the work completed. G. CONSULTANT's Liability Insurance. In perf01mance of professional services, CONSULT ANT will use that degree of care and skill ordinarily exercised under similar circumstances by members of the maintenance profession; and no other wananty, either expressed or implied, is made in connection with rendering CONSULTANT services. Should CONSULTANT or any of CONSULTANT's agents or PROFESSIONAL SE RVICES AGREEMENT- CITY I TERRAGRAPHICS PAGE4 Or9 ---PAGE BREAK--- employees be found to have been negligent in the performance of professional services from which CITY sustains damage, CONSULTANT shall have obtained Liability Insurance in the amount of One Million Dollars ,000,000), 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 tennination of said insurance within five days of first notice to CONSULTANT. H. CONSULTANT's Additional Insurance CONSULTANT shall maintain Automobile Insurance and Statut01y 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, One Million Dollars ($1,000,000) aggregate, and CONSULT ANT shall cause CITY to be named as an additional insured under said policy. I. Indemnification CONSULT ANT agrees, to the fullest extent permitted by law, to indemnify and hold hannless CITY against damages, liabilities and costs arising from the negligent acts of CONSULT ANT in the perfonnance of professional services under this Agreement, to the extent that CONSULT ANT is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between CONSULT ANT and CITY. CONSULT ANT shall not be obligated to indenmify CITY for CITY's sole negligence. CONSULTANT agrees to indemnify and to hold CITY hannless for any loss or damage to the equipment while in the possession of the CONSULT ANT or its employees, subcontractors, agents, representatives, associates or assigns. J. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the tenus 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. K. 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. L. Binding of Successors CITY and CONSULTANT 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. M. 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. CONSULT ANT may not subcontract or assign its 1ights (including the right to compensation) or duties arising hereunder without the prior PROrESSIONAI SERVICES AGREEMENT- CnY I TERRAGRAPHICS PAGE 5 Or9 ---PAGE BREAK--- written consent and express authorization of CITY. Any such subcontractor or assignee shall be bound by all of the tenns and conditions of this Agreement as if named specifically herein. N. 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. 0. Conflict oflnterest CONSULTANT covenants that CONSULT ANT 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 services hereunder. CONSULT ANT further covenants that, in performing this Agreement, CONSULT ANT will employ no person who has any such interest. P. Ownership and Publication of Materials. All reports, infom1ation, data and other materials prepared by CONSULT ANT 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. Q. Non-discrimination. CONSULT ANT 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. U. Payment of CITY Established Living Wage I Minimum Wage Required. As a condition of this Agreement, CONSULT ANT shall pay to all laborers, mechanics, subcontractors, employees, agents, and assigns who perfonn 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. 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. R. Complete Agreement. This document and referenced attachments contain all covenants, stipulations and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modification of the tenns hereof shall be valid unless reduced to writing and signed by the parties as an amendment to the Agreement. PROfESSIONAL SERVICES AGREEMENT- CITY I TERRAGRAI'HICS PAGE 6 Or9 ---PAGE BREAK--- S. Severability and Survival If any of the provisions contained in this Agreement are held for any reason to be invalid, illegal, or unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. Limitations of liability, indemnities, and other express representations shall survive tem1ination of the Agreement for any cause. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. "J DATED this;}__ day of c}:'L , 2009. CITY City of Moscow, Idaho JULY 12 1887 PROFESSIONAL SERVICES AGREEMENT- CnY I TERRAURAPHICS CONSULTANT PAGE 7 OF 9 ---PAGE BREAK--- STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) ACKNOWLEDGMENT 3J-J J On this day of ' vi\S , 2009, before me, a Notary Public in and for said State, appeared Jeny Lee, known to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representatives for Tenagraphics Environmental Engineering, Inc. STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) Notary Public for the te of Idaho Residing at r: f.:l My commission expires f:J3/ 1/1) ,Ia 0 1 ·3 ACKNOWLEDGMENT On this ,3M day of , 2009, before me, a Notary Public in and for said State, appeared Ian von Lindem, own to me to be the person named above and acknowledged that he executed the foregoing docu 1ent as the duly authorized representatives for Tenagraphics Environmental Engineering, Inc. W\ \11111!11 /J tt/. RnGERS STU L R UV N .,Vt1Y s • O' O . P L M Q O ::rP p\)OP Q·R _ J K WX QM t)lTE '11!!/IJfll llll\\\\\ Notary Public for e State ofldaho Residing at My commissiOl1eXJ)ireC3///p J M 13 Exhibit i I PROFESSIONAL SERVICES AGREEMENT- CllY I PAGE 8 Or9 ---PAGE BREAK--- EXH\BIT FEE SCHEDULE City of Moscowfft>rragraphics Sewer Design Agreement Labor Rates: Clerical 1/lntern Asst Clerical II/ intern . Sr. Admin. Asst. I . Sr. Admin. Asst. II . Engineer II . Senior Engineer . Principal . Reimbursable Expenses Schedule: FAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8\12"x 11" Copies/Impression . Blue Print Copies . Reproducible Copies (Mylar) . Reproducible Copies (Paper) . Mileage (auto) . Field Truck Daily Charge . Mileage (Field Truck) . Field Survey Equipment . PROFESSIONAl. SERVICES AGREEMENT- CITY I TERRAGRAPHICS $ 39.42/hour $ 34.82/hour $ 44.84/hour $ 58.93/hour $ 76.51/hour $ 111.92/hour $ 1 11.92/hour $1.00/page $ 0.10/page $ 8.50/sq. ft. $ 8.50/sq. ft. $ 8.50/sq. ft. $ 0.445/mile $ 0.00/day $ 0.445/mile $ 500/day PAGE 9 OF 9