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AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN STRATA AND CITY OF MOSCOW, IDAHO THIS AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN STRATA AND CITY OF MOSCOW, IDAHO (hereinafter referred to as "AGREEMENT"), made and entered into this day of 6 b riA.-,( , 2012, by and between the City of Moscow, Idaho, 206 East Third Street, Moscow, Idaho, 83 43, a mumc1pal corporatwn of the State ofldaho (heremafter "CITY"), and STRATA, a professional services corporation, 1428 South Main Street, Moscow, Idaho, 83 843 (hereinafter "STRATA"). WI TN E S S E T H: The parties hereto wish to agree regarding the Scope of Services (hereinafter "THE PROJECT") as set forth below: WHEREAS, STRATA agrees to complete Scope of Services described herein as a part of its project to evaluate options for reconstructing the existing parking areas at Mountain View Park; and WHEREAS, STRATA will provide geotechnical exploration, laboratory testing and engineering evaluation to assist CITY with establishing a design and construction approach to help create an improved pavement section with respect to longevity and performance for a twenty (20) year design life; NOW THEREFORE, be it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: STRATA shall furnish all of the following engineering services for THE PROJECT as described by task and title in Scope of Services: SECTION I: SCOPE O F SERVICES STRATA shall provide CITY with all of the complete tasks described herein and as stated below. 1. Scope Of Services, General: Based on its understanding of THE PROJECT concept at this time, STRATA anticipates its services on THE PROJECT will consist of the following: Geotechnical Project Plan and Specification Review. STRATA will provide an engineer to review geotechnical related project plan and specification aspects for conformance with its geotechnical report recommendations. A letter summarizing STRATA's review and associated comments will be provided after completion of its review. AGREEMENT FOR PROFESSIONAL SERVICES- CITY AND STRATA PAGE I OF I I Z..ol2.· CIS ---PAGE BREAK--- Geotechnical Observation and Testing During Earthwork. STRATA will provide a project engineer or field professional to observe subgrade preparations prior to placing aggregate base for HMA paving. This will include observing and documenting cement/lime subgrade treatment for adherence to THE PROJECT specifications and geotechnical requirements. STRATA will also provide a field professional working under a professional geotechnical engineer's direction to perform observation and compaction testing services during site grading operations, backfilling utility trenches and structural fill placements. Compaction testing will be performed as required by THE PROJECT specifications and the geotechnical report. STRATA's personnel will sample on-site and any imported materials used for backfill and transport these samples to its laboratory for appropriate testing. STRATA anticipates that its visits will be provided on a periodic basis through coordination with the contractor. HMA Testing. Project specifications regarding HMA construction are not developed yet, however STRATA has developed its scope based on its experience with previous City of Moscow paving projects. Therefore STRATA anticipates its services will include density testing using a nuclear densometer correlated with extracted HMA cores. STRATA will also take loose mix samples during paving for oil content, and gradation testing in its local laboratory. Laboratory Testing. STRATA anticipates soil testing (moisture-density relationship curve and sieve analysis) and HMA (core thickness & unit weight, oil content and gradation) will be required during construction. STRATA anticipates source or compliance testing for other materials (i.e. aggregates, cement, etc.) will not be required. Therefore, STRATA has not included these activities in its anticipated SCOPE OF SERVICES. 2. Scope Of Services, Detail: A. Coordinate exploration with Dig Line of Idaho, and City personnel to help reduce potential for damaging existing underground utilities during exploration. STRATA cannot be responsible for damage to unlocated existing subsurface utilities during exploration. B. Accomplish subsurface exploration at the site with truck-mounted soil boring equipment. STRATA proposes to accomplish five to six (5-6) soil borings (total) within the existing parking areas. Borings will extend five to ten feet (5 - 1 below the existing ground surface or to refusal on bedrock, debris or obstruction. Coring into refusal material will not be accomplished. C. Soil conditions in explorations will be visually described, classified and logged referencing the Unified Soil Classification System (USCS). Samples will be retained during exploration at various depths and locations for subsequent laboratory testing. Standard Penetration Tests (SPT) will be accomplished in soil borings at approximate two and one half to five foot (2ď- intervals. Explorations will be loosely backfilled AGREEMENT FOR PROFESSIONAL SERVICES· CITY AND STRATA PAGE20F II ---PAGE BREAK--- with site cuttings at the conclusion of exploration. Borings will receive a bentonite plug and a cold asphalt patch at the surface. D. STRATA will perform laboratory testing referencing ASTM International (ASTM) procedures to help estimate some of the index soil properties which it can correlate to soil design characteristics, such as subgrade modulus and shrink/swell potential. At this time, STRATA estimates its laboratory testing will include, but is not limited to: In-situ moisture content Atterberg limits Grain size distribution Proctor moisture-density relationships California Bearing Radio E. STRATA will perform engineering analysis for the pavement reconstruction based on its field and laboratory test results to prepare asphalt pavement section design recommendations. Our geotechnical design efforts will culminate in plan sheets that illustrate the recommended pavement section, provide material and construction specifications and delineate appropriate testing and oversight during construction. STRATA's deliverables will presume CITY will accomplish all contract and permit document preparations, and that the contractor will provide its own survey control to delineate construction requirements. Demolition Geotextile applications Cement stabilization applications Over-excavation requirements Sub grading Aggregate base section thickness Asphalt pavement section thickness Material characteristics Site surface drainage Additional recommend services F. Soil/Cement Mix Design for Sub grade Stabilization STRATA will provide a soil/cement mix design to be used for establishing cement subgrade stabilization specifications. STRATA will accomplish laboratory testing to provide a soil/cement mix design referencing ASTM procedures. Specifically, STRATA will accomplish the following laboratory tests as part of its soil/cement mix design service: ASTM D558 Standard Test Methods for Moisture-Density (Unit Weight) relations of soil/cement mixtures. ASTM D559 Standard Test Methods for Wetting and Drying compacted soil I cement mixtures. ASTM D560 Standard Test Methods for Freezing and Thawing compacted soil I cement mixtures. ASTM D 1633 Standard Test Methods for Compressive Strength of Molded soil I cement cylinders. AGREEMENT FOR PROFESSIONAL SERVICES- CITY AND STRATA PAGE3 OF II ---PAGE BREAK--- Upon completing the soil cement mix design, STRATA will provide recommendations for cement additive mixing rates, mixing depth, resulting compressive strength and compaction requirements. STRATA's soil/cement mix design test results will be summarized in its plan drawings provided to CITY as described in scope item I.2.E. above. G. Cement subgrade Stabilization Specification Preparation STRATA will provide specifications for soil cement sub grade stabilization for use by CITY on THE PROJECT. These specifications will outline STRATA's recommended materials, equipment and procedures to accomplish cement subgrade stabilization referencing its soil cement mix design. H. Construction Material Testing and Inspection Project plans and specifications are not available at this time; therefor, STRATA relied upon its experience with City of Moscow paving projects, and recent cement subgrade treatment activities in Moscow. This preliminary testing and inspection scope is described herein along with STRATA's preliminary fee estimate. I. Construction Testing and Consultation Preliminary Scope of Service Project, Scope of Services is described herein other than items under subsections entitled CITY Responsibility and listed in Section II. of this AGREEMENT. SECTION II. CITY shall provide STRATA the following: Client Responsibilities. CITY will identify a representative who is responsible for communications with STRATA and is authorized to act fully on client's behalf. Before STRATA commences our services, CITY agrees to provide: a project description; the property location and a description; property access; and ( 4) the specific location of any underground utilities, structures, and known or suspected hazardous materials. STRATA is entitled to reasonably rely on all information provided by CITY. STRATA is not responsible for damage to underground utilities or structures which were not identified or otherwise made known to STRATA prior to beginning STRATA's services. SECTION III. A. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between STRATA and CITY by the terms of this AGREEMENT. It is understood by the parties hereto that STRATA are independent contractor and as such neither they nor their 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. Payment for services is provided as follows: See, also, Appendix AGREEMENT FOR PROFESSIONAL SERVICES- CiTY AND STRATA PAGE40F II ---PAGE BREAK--- Scope Base Geotechnical Scope; Soil Cement Mix Design Cement Subgrade Treatment Specifications Construction Material Testing & Consultation C. Invoices and Payment. Estimated Fee $2,975 $3,450 $1,250 $5,839 STRATA will invoice for services in accordance with the terms of STRATA's proposal or on a basis. All invoices are due on receipt and will be assessed a late payment charge of one point five percent per month is not paid within thirty (30) days of the invoice date. If STRATA is not paid when due, STRATA may suspend or terminate all services and CITY agrees to return to STRATA all copies of any reports, plans, specifications or other documents prepared by STRATA under this Agreement and will not rely on these documents or use them in any fashion, including not bringing suit against STRATA. STRATA retains all rights to claim against performance bonds, lien project property and other measures to receive payment for services rendered. SECTION IV. A. Termination of AGREEMENT This AGREEMENT may be terminated by STRATA upon thirty (30) days written notice, should CITY fail to substantially perform in accordance with its terms through no fault of STRATA. CITY may terminate this AGREEMENT upon thirty (30) days written notice without cause and without further liability to STRATA except for payment as designated by Section III.E. All working drawings shall become the property of, and shall be surrendered to, CITY pursuant to Section III.O. Reuse of working drawings from THE PROJECT by CITY shall be without liability or legal exposure to STRATA. 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 STRATA all technical data of record in CITY's possession, including maps, surveys, water quality data and other information described in Scope of Services, to support this work. D. Qualified Estimates of Cost The estimates of cost for THE PROJECT herein are to be prepared by STRATA through exercise of their experience and judgment in applying presently available cost data; but it is recognized that STRATA have no control over cost of labor and materials, or over competitive bidding procedures and market conditions so that they cannot warrant THE PROJECT construction costs will not vary from their cost estimates. Nothing in this AGREEMENT FOR PROFESSIONAL SERVICES - CITY AND STRATA PAGES OF II ---PAGE BREAK--- paragraph shall serve to release or relieve STRATA from exercising the skill, care, and professional judgment exercised by similarly situated professional STRATA. E. Changed Conditions. If, after executing this Agreement, STRATA discovers conditions or circumstances not anticipated by STRATA, STRATA will notifY CITY of the changed condition. CITY agrees to negotiate an appropriate modification to this Agreement, including an appropriate modification to STRATA's fees. If STRATA and CITY cannot agree on a revised Scope of Services or fee, either party may terminate this Agreement as set forth in Termination and Suspension. F. Hazardous Materials. STRATA's services are limited to geotechnical engineering and do not include investigation, detection, evaluation, or assessment of hazardous materials. Accordingly, STRATA's reports will not include any interpretations, recommendations, findings, conclusions or opinions regarding hazardous materials. CITY agrees to defend, indemnify and hold STRATA harmless from any claims, liability, loss or damage that arise from, or are alleged to arise from, hazardous materials. "Hazardous Materials" includes but is not limited to, any toxic, noxious, poisonous, radioactive or irritating material, chemical or gas, and includes biological materials such as bacteria, viruses, fungi, spores and mold, and the emissions from biological materials. G. Certifications. STRATA will not execute any certification unless the exact form of such certification has been approved by STRATA in writing prior to execution of this Agreement. Any certification by STRATA is only an expression of our professional opinion based on the service STRATA performed for CITY and is not a guarantee or warranty of any fact, condition or result. H. Termination of THE PROJECT If any portion of THE PROJECT covered by this AGREEMENT shall be suspended, abated, abandoned or terminated, CITY shall pay STRATA 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. I. STRATA Errors and Omissions Insurance In performance of professional services, STRATA 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 STRATA's services. Should STRATA or any of STRATA's agents or employees be found to have been negligent in the performance of professional services from which CITY sustains damage, STRATA will have obtained Errors and Omissions AGREEMENT fOR PROFESSIONAL SERVICES- CilY AND STRATA PAGE6 OF II ---PAGE BREAK--- 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 THE PROJECT. CITY shall receive notice of any pending termination of said insurance within thirty (30) days of first notice to STRATA. J. STRATA Additional Insurance STRATA 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 ,000,000) aggregate, and STRATA shall cause CITY to be named as an additional insured under said policy. K. Indemnification STRATA 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 STRATA in the performance of professional services under this AGREEMENT, to the extent that STRATA is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between STRATA and CITY. STRATA shall not be obligated to indemnify CITY for CITY's negligence. CITY agrees, to the fullest extent permitted by law, to indemnify and hold harmless STRATA against damages, liabilities and costs arising from the negligent acts of CITY in the performance of professional services under this AGREEMENT, to the extent that CITY is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between STRATA and CITY. L. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the terms and conditions of this AGREEMENT, the recovery of reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit, shall be in accordance with Idaho State statute M. 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. N. Binding of Successors CITY and STRATA each bind themselves, their partners, subconsultants (if any), 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. AGREEMENT FOR PROFESSIONAL SERVICES- CITY AND STRATA PAGE7 OF II ---PAGE BREAK--- 0. Modifications and Assignability of AGREEMENT This AGREEMENT contains the entire agreement between the parties concerning THE 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. STRATA 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 the CITY. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this AGREEMENT as if named specifically herein. P. Project Representatives CITY and STRATA hereby designate their authorized representatives to act on their behalf with respect to the services and responsibilities under this AGREEMENT. The following designated representatives are authorized to receive notices, transmit information and make decisions regarding THE PROJECT on behalf of their respective parties, except as expressly limited herein. These representatives are not authorized to alter or modify the terms and conditions of this AGREEMENT, except as otherwise provided herein. CITY: Name: Les MacDonald Address: P 0 Box 9203 Moscow, Idaho, 83843 E-mail Address: [EMAIL REDACTED] STRATA: Name: Andrew J. Abrams, P.E. Address: 1428 South Main Moscow, Idaho, 83843 E-mail Address: Name: Travis J. Wambeke, P.E. Address: 1428 South Main Moscow, Idaho, 83843 E-mail Address: Work Telephone: (208) 883-7028 Fax Telephone: (208) 883-7033 Work Telephone: (208) 882-1006 Fax Telephone: (208) 883-4750 Work Telephone: (208) 882-1006 Fax Telephone: (208) 883-4750 In the event any changes are made to the authorized representatives or other information listed above, CITY and STRATA agree to furnish each other timely, written notice of such changes. Q. Conflict of Interest STRATA covenant that they presently have no interest and will not knowingly acquire any interest, direct or indirect, in THE PROJECT which would conflict in any manner or degree with the performance of services hereunder. STRATA further covenants that, in AGREEMENT FOR PROFESSIONAL SERVICES- CITY AND STRATA PAGE 8 OF I I ---PAGE BREAK--- performing this AGREEMENT, STRATA will employ no person who has any such interest. R. Ownership and Publication of Materials Documents of service to THE PROJECT prepared by STRATA 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 documents 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. STRATA shall be permitted to retain copies including reproducible copies of the drawing specifications and other documents for information, reference and use on other work or for additions to this work. Such documents are not intended or represented to be suitable for reuse by other extensions of the work or any other work. Reuse of the documents shall be at the sole risk of CITY and without liability or legal exposure to STRATA. CITY shall indemnify and hold harmless STRATA from all claims, damages, losses and expense including attorney's fees arising out of or resulting from reuse of the documents. The parties understand and agree that all documents related to THE PROJECT shall be subject to disclosure pursuant to the Idaho Public Records Law (Idaho Code Sections 9-33 7- 9-351 S. Non-discrimination STRATA 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, genetic infotmation, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the date indicated above. STRATA City of Moscow, Idaho St DATED thisč day 2012 AGREEMENT FOR PROFESSIONAL SERVICES- CITY AND STRATA PAGE 9 OF II ---PAGE BREAK--- STATE OF IDAHO ) ) ss. COUNTY OF l-P.1p.r\ ) ACKNOWLEDGMENT On this r:;-tr\ day of sB¥-vP.f2.Y , 2012, before me, a Notary Public in and for said State, appeared Travis J. Wambeke, Principal Engineer, known to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized . \\\111/fl representative for ST(Tv\.f\'( op . %Q / ' 0 k f NOrA,; = : : = . llu : " Notar 8Lrc . · E . ' • • • • • • ' f oi: Residing at IDSo Lot--r 12D., 100SWW ID My commission expires 12- ' " " , STATE OF IDAHO ) ) ss. COUNTY OF ) ACKNOWLEDGMENT 1&1!3' On this v day of , 2012, before me, a Notary Public in and for said State, appeared Les MacDonald, Pub!· orks Director, known to me to be the person named above and acknowledged tqat he executed the foregoing document as the duly authorized representative for City of Moscow, Idaho. , K. Notary Public fortfieStat .f · · . . · · · : 4-1- Residing at l* S ,oTAr,- ! 2 : r l My commission e ires lao- I - . - . : j : h . . ' # . . · ·a i n 1tt 1111/JIIJI\\\\\\ AGREEMENT FOR PROFESSIONAL SERVICES- CITY AND STRATA PAGE IOOF II ---PAGE BREAK--- APPENDIX A PRoFESSIONAl StR\IICfS CoRPORArtoN q.-ou + Geotechnical Engineer Project Administrator w Letter Preparation eld Professional -Subgrade PreparationfTreatment srm1atE1s 3 VISitS at 5 to 7 hours each ield Profes sional -Structural Fill Placement /es 5 VISits at 3 to 4 hours each IP rn Engineer-Subg rad e Treatment te 1 VISit at 6 hours Nuclear Densometer halt Oil Content/Gradation ore Density and Thickness Equipment ertime/Short Notice Request Surcharge ditional Report Transmittals (if reqwred) AGREEMENT FOR PROFESSIONAL SERVICES- CITY AND STRATA 2 18 17 6 13 3 0 0 0 6 4 2 3 2 6 0 0 $95 hours @ $45 ESTIMATED SUBTOTAL hours @ $42 $ 840 00 hours @ $42 $ 756.00 hours @ $42 $ 714 00 hours @ $95 $ 570 00 days @ $25 325 00 each @ $135 405 00 each @ $140 each @ $90 @ $145 each @ $42 $ 252 00 days @ $25 $ 100.00 each @ $150 $ 300 00 @ $55 $ @ hours @ $45 $ hours @ $35 $ 210 00 hours @ $20 $ each @ $50 $ each @ $300 ESTIMATED SUBTOTAL PAGE I I OF II