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PROFESSIONAL SERVICES AGREEMENT FOR WATER DISTRIBUTION IMPROVEMENTS DESIGN BETWEEN TERRAGRAPHICS ENVIRONMENTAL ENGINEERING, INC. AND CITY OF MOSCOW, IDAHO THIS PROFESSIONAL SERVICES AGREEMENT FOR WATER DISTRIBUTION EMENTS DESIGN, (hereinafter "Agreement"), . is made and entered int . o this _Lf3__ day of k, 2007, by and between the City of Moscow. Idaho, 206 East Third Street, Moscow, Idaho, 8 , municipal corporation of the State of Idaho (hereinafter "CITY"), and Terragraphics Environmental Engineering, Inc., 121 South Jackson, Moscow, Idaho, 83843 (hereinafter ''CONSULT ANT'). W I T N E S S E T H : WHEREAS. CITY desires to have Engineering Design Services performed for the design of a replacement water main and a new water main to be located in North Main Street as part of a highway improvement project A008(835), (hereinafter "Project") being constructed by the Idaho Transportation Department (hereinafter "lTD"); and WHEREAS, CONSULTANT has represented and by entering into this Agreement now represents, that CONSULTANT 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 the 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 the Agreement upon the terms and conditions set forth below in this Agreement; NOW, THEREFORE, be it agreed that, for and in consideration of the terms, conditions, covenants, and performances 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 approximately one thousand nine hundred feet (I,900') of ten inch (10") diameter water main along Main Street from Street to Morton Street together with five hundred fifty five feet (555') of new eight inch diameter main in North Main Street and Brent Drive in the vicinity of the Brent Drive I Main Street intersection. The design is for inclusion in an lTD Main Street renovation project scheduled for the 2008 construction season. During the project execution, CONSULT ANT shall provide supporting information 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. CONSULTANT 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. PROFESSIONAL SERVICES AGREEMENTQ (!TY / PAGEl OF 7 2007-36 ---PAGE BREAK--- B. Tasks by CONSULT ANT I. Management I. 1 Manage the design process, communicate progress to CITY, and complete quality and control measures. 1.2 Prepare invoices and status reports. I .3 Attend one initial coordination meeting with CITY and lTD to discuss the design package. Prepare brief memo and clarify submittal dates, review responsibility, and similar roles and responsibilities between CONSULT ANT, CITY and lTD. 2. Design Participate in four ( 4) design coordination meetings with lTD and CITY. 2.1 2.2. 2.3 2.4 Obtain and review background infonnation and walk alignment with CITY staff. Prepare thirty percent (30%) design. Conduct one two hour design review work session at CITY office with CITY staff. Prepare sixty percent ninety percent (90%) design and bid documents. Produce quantity take off and itemize items for lTD bid schedule. 2.5 2.6 2.7 Prepare Engineer's opinion of probable construction cost at sixty percent (60%) and Bid phase. Obtain JDEQ approval of the design plans and specifications, as required. 2.8 2.9 Prepare and furnish drawings in accordance with applicable CITY. JDEQ and lTD standards; to be furnished to lTD in lTD format. 2.10 Coordinate the preparation of the drawings and specifications with lTD. 3. Bidding 3.0 Review Contractor questions during bidding period and assist CITY and lTD m responses. 4. Construction 4.1 Conduct four ( 4) field visits with CITY staff during construction to review critical locations. 4.2 Contractor's RFI's, approved equal requests and material submittals with CITY and lTD and provide recommendations. C. Tasks by others I. Management 1.1 CITY will assist CONSULTANT's coordination of plan and specification approvals with lTD. 2. Design 2.1 CITY will provide base drawings as available. 2.2. CITY will as as possible review design submittals and questions. PROFESSIONAL SERVICES AGREEMENT- CITY/ TERRAGRAPI-!!CS PACL2 0F7 ---PAGE BREAK--- 3. Bidding 3.1 Bidding process by lTD. 3.2 CITY to attend pre-construction meetings and answer contractor questions regarding project. 4. Construction 4.1 All construction management services by lTD. 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 warrant 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 CONSULTANT 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. I. Payment for consulting services for this Project as described in Section I, Scope of Work, shall be a cost plus fixed fee with a not to exceed limit of Thirty-Four Thousand Six Hundred and Four Dollars ($34,604), 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 performing the work and applicable hourly rates and shall include all fixed fees (profit), overhead and direct costs; all in accordance with the Fee Schedule attached as Exhibit 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. CONSULTANT's acceptance of payment constitutes a waiver of any claims for payment not including the partial payment request. SECTION Ill: A. Termination of Agreement PROFESSIONAL SERVICES AGREEMENTT (JTY i TERRAGRAPI-IJCS PAGF 3 Or 7 ---PAGE BREAK--- This Agreement may be terminated by CONSULT ANT upon thirty (30) days written notice, should CITY fail to substantially perform in accordance with its tenns through no fault of CONSULTANT. 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, CONSULT ANT 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 CONSULTANT all reasonably available technical data relative to the design of the Project in CITY's possession. D. Qualified Estimates of Cost The estimates of cost for Project herein are to be prepared by CONSULTANT through exercise of their experience and judgment in applying presently available cost data:. but it is recognized that CONSULT ANT has no control over long-term cost of labor and materials and market conditions and, as such, CONSULTANT cannot warrant 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 CONSULTANT from exercising the skill, care, and professional judgment exercised by a similarly situated vendor. E. Termination of Project If any portion of Project covered by this Agreement shall be suspended, abated, abandoned or tenninated, CITY shall pay CONSULTANT 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. F. CONSULTANT's Liability Insurance. In perfonnance of professional services, CONSULTANT will use that degree of care and skill ordinarily exercised under similar circumstances by members of the maintenance profession; and no other warranty, either expressed or implied, is made in connection with rendering CONSULTANT services. Should CONSULTANT or any of CONSULTANT's agents or 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 termination of said insurance within five days of first notice to CONSULTANT. G. CONSULTANT's Additional Insurance CONSULTANT shall maintain Automobile Insurance and Statutory Workmen's Compensation Insurance coverage, Employer's Liability, and Comprehensive General Liability Insurance PROFESSIONAL SFRV!CLS AGREEMENT- (JTY TERRAGRAPiliCS PAGE40r 7 ---PAGE BREAK--- 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 CONSULTANT shall cause CITY to be named as an additional insured under said policy. H. Indemnification CONSULTANT 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 CONSULT ANT in the performance 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 CONSULTANT and CITY. CONSULTANT shall not be obligated to indemnify CITY for CITY's sole negligence. CONSULTANT agrees to indemnify and to hold CITY harmless 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. I. 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. J. 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 ldaho, in and for the County of Latah. K. 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. L. 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 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. M. 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. PROFESSIONAL SLRV!CES AGREEMENTU CJTY / PAGE 5 0F7 ---PAGE BREAK--- N. Conflict of!nterest CONSULTANT covenants that CONSULTANT 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, CONSULTANT will employ no person who has any such interest. 0. Ownership and Publication of Materials. All reports, infonnation, data and other materials prepared by CONSULTANT 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. P. 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. Q. Pavment 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 2006-18 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 tbat 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 terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to the Agreement. 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 tennination of the Agreement for any eause. SLRV!CES AUREEMENT >CITY/ TERRAGRAP!l!CS PAGL6 Or 7 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. CITY CONSULTANT City of Moscow, Idaho Terragraphics Environmental Engineering, Inc. ;J DATED this day of, 2007. STATE OF IDAHO COUNTY OF LATAH ) ) ss. ) ACKNOWLEDGMENT On this day of _&:J.4a,tW'!d!,M,L , 2007, before me, a Notary Public in and for said State, appeared re rid:. thbmas , known to me to be the person named above and acknowledged that he/she executed the foregoin document as the duly authorized representative for Terragraphics Environmental Engineering, Inc. SERVTCES AGREfP\-1EKf- CJTY! TERRAGRAPI!ICS PAGE 7 OF 7 ---PAGE BREAK--- TerraGraphics Fee Schedule City of Moscow -Water Distribution Improvements Design September 17, 2007 EXHIBIT A The following table presents the allocated hours and direct costs to complete the work. This estimate does not inciLde a contingency for work not scoped or changes. I I Project Management Contract admin.stranon 2 4 Coordmation witn iTO, DEC, C;ly, UNities Scbr" 2 0 0 II Oe$ign Design meetings 4 20 Plans aM Spectficattons " 120 8 Cost estimate " 5 PubiiC and councilinfomJation 2 Scblolol 14 158 B 8 111 Bidding Respond to questions dunng bidding period B 2 S11blolol 0 5 0 2 IV Construction Engmeer f•eid v1S!l 4 Respond to contractor question/addenda B 0 12 0 0 Total Hours 10 195 8 10 S2J92 $20,790 $680 $750 Total Cost incl all OH $34,064 Total Direct Costs $540 Total Fee$= ' I " $100 0 0 " $100 53082 4 120 $350 5 $350 $28510 106 B 0 0 0 0 so $900 0 0 $2,022 1<8 8 12 $500 $8.732 $320 $600 $540 $343'104