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AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES RELATED TO WATER CONSERVATION EDUCATION This A&>reement for Professional Engineering Servic¿;s Related to Water Conservation Education, made and entered into this l_ day of Avtf , 2004, by and between the City of Moscow, Idaho, a municipal corporation of the State o Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter referred to as "CITY"), and Palouse-Clearwater Environmental Institute, 112 West Fourth Street, Suite I, Moscow, Idaho, 83843, (hereinafter referred to as "PCEI"). W I T N E S S E T H: WHEREAS, CITY wishes to develop Water Conservation Education for the City of Moscow, Idaho pursuant to Scope of Work and Schedule herein (hereinafter referred to as "Project"); and WHEREAS, PCEI agrees to perform Scope of Work described hereinbelow; 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. PCEI agrees to perform each element of the following: I. COMMUNITY-BASED EDUCATION PROGRAM. Summary: Design a two page newsletter highlighting current CITY water issues; design and deliver presentations to community groups; staff education booth at community events; make home visits to demonstrate best water conservation practices; design and distribute educational materials; distribute conservation devices. Task I: Newsletter Timeline: Publish end of month September 2004. a. Develop content of two page newsletter in consultation with CITY staff. b. Edit newsletter I graphics. c. First draft thirty (30) days prior; to CITY for review and comments; second draft twenty (20) days prior; to CITY for review and comments; final draft to printer ten (I 0) days prior. d. Print eight hundred (800) copies of newsletter and deliver to CITY for distribution to ratepayers. AOREE\1ENT fOR PROFESSIONAL SERVICES WATE:R ('ONSERV:\T!ON EDL'CAT!ON PV>F.!OF7 2004-33 ---PAGE BREAK--- Task 2: Community Group Presentations and Community Event Booth Timeline: One presentation given; booth displayed at one to two (1-2) events. a. Develop PowerPoint presentation in consultation with CITY staff. b. Update presentation content regularly to reflect current issues. c. Develop large PowerPoint poster in consultation with CITY staff - poster displayed at community event booth. d. Develop brochure, fact sheet(s), web pages in consultation with CITY staff to be distributed at community presentations and events. e. Target existing community groups as presentation audiences. f. Host one "evening public forum" with invited guest speakers. g. Target popular community events/destinations where a display booth is appropriate, and schedule display space. h. Distribute water conservation devices and educational materials at community presentations and events. Task 3: Home and Business Visits Timelines: Scheduled as needed- on demand service. a. Develop content/topics for home and business visits m consultation with CITY. b. Advertise availability of home and business consultations for water conservation on radio and in print. c. Schedule visits with homeowners and business owners as requested to demonstrate bet water conservation practices in the home. d. Distribute water conservation devices and educational materials. II. SCHOOL-BASED EDUCATION PROGRAM Summary: Develop a series of K-6 lesson plans focused on water resources and water conservation. Task I: Lesson Plan Development a. Develop lesson plan content in consultation with CITY staff. b. First draft to CITY for review and comments; second draft to CITY for review and comments; final draft ready for classroom delivery. AGREE\1E:\T FOR PROFFSS!O;..iAL SERVICES WATER CONSFR\'ATJON EDlXATJON PAGE20F7 ---PAGE BREAK--- B. ESTIMATED HOURS AND COSTS BY TASK Products and Tasks Estimated Hours Estimated Cost I. Community Based Education Program Task I - Newsletter 82 $ 2,265 Task 2 - Community Group Presentations and 50 1,394 Community Event Booth Task 3 - Home and Business Visits 45 1,255 II. School Based Program Task I - Lesson Plan Development 74 2,056 Total 251 $6,970 The estimated costs cover Project staff time and estimated administrative costs only. SECTION II: A. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between PCEI and CITY by the tenus of this Agreement. It is understood by the parties hereto that PCEI 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 services is provided in accordance with the cost described m the following Section II B 2. 2. Maximum Costs Section I - The cost for engineering services for Project as described in Section I, Scope of Work is an amount not to exceed seven thousand dollars ($7,000) with pay.ment based on hourly rates provided hereinbelow which shall include all fixed fees (profit) and overhead; and direct costs. Bills submitted to CITY by PCEI shall list individual perfonning work and description of work performed. Bills shall be submitted on a basis to the CITY Engineer for approval and payment. Payment is due upon receipt of PCEI's statement(s). 3. CITY and PCEI may mutually agree in writing to re-allocate task funding. AGRfcEME1\T FOR PROFESS!O:-.iAL SERVICES W X!TR CONS!'R\'Xf!ON Em 'C-\T!ON PAGE30F7 ---PAGE BREAK--- SECTION Ill: A. Termination of Agreement This Agreement may be terminated by PCEl upon thirty (30) days written notice, should CITY fail to substantially perform in accordance with its terms through no fault of PCEJ. CITY may tenninate this Agreement with thirty (30) days notice without cause and without further liability to PCEI except as designated by this section. In the event of termination, PCEI shall be paid for services performed to tennination 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 PCEI all technical data of record in CITY's possessiOn, including maps, surveys, borings and other information described in Section I. B. to PCEI supporting this work. D. Qualified Estimates of Cost The estimates of cost for Project herein are to be prepared by PCEI through exercise of their experience and judgment in applying presently available cost data; but it is recognized that PCEI has no control over cost of labor and materials, or over competitive bidding procedures and market conditions so that they cannot warrant Project construction costs will not vary from their cost estimates as a result of these described factors. Nothing in this paragraph shall serve to release or relieve PCEI from exercising the skill, care, and professional judgment exercised by similarly situated profession engineers. E. Termination of Project If any portion of Project covered by this Agreement shall be suspended, abated, abandoned or terminated, CITY shall pay PCEI 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. PCEI's Errors and Omissions Insurance In performance of professional services, PCEI will use that degree of care and skill ordinarily exercised under similar circumstances by members of the engineering AGRCE\1EI'T FOR PROFESSIONAL SERVICES WATER Co:-.:SERY Xr!ON EDU-AT!OÀ PAGE 4 OF 7 ---PAGE BREAK--- profession; and no other warranty, either expressed or implied, is made in connection with rendering PCEI's services. Should PCEI or any of PCEI's agents or employees be found to have been negligent in the performance of professional services from which CITY sustains damage, PCEI has obtained Errors and Omissions Insurance in the amount of One Million Dollars ($1,000,000), 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 PCEI. G. PCEI's Additional Insurance PCEI 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 1 ,000,000) aggregate, and PCEI shall cause CITY to be named as an additional insured under said policy. H. Indemnification PCEI 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 PCEI in the performance of professional services under this Agreement, to the extent that PCEI is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between PCEI and CITY. PCEI shall not be obligated to indemnify CITY for CITY's sole negligence. I. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the tenns 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 Idaho, in and for the County of Latah. K. Binding of Successors CITY and PCEI 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. AGREE\J!·ST FOR SER\'I{'ES WATER CO'-.:SER\'Xr!O:\ EDl'CXf!ON PMJE50F7 ---PAGE BREAK--- 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. PCEI 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. PCEI 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 PCEI at actual cost plus ten percent (I but payment to such subcontractors shall not be in addition to the not-to-exceed amount of this Agreement. The liability of PCEI 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. 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. N. Conflict oflnterest PCEI covenants that they presently have no interest and will not acquire any interest, direct or indirect, in Project which would cont1ict in any manner or degree with the performance of services hereunder. PCEI further covenants that, in performing this Agreement, they will employ no person who has any such interest. 0. Ownership and Publication of Materials. All reports, information, data and other materials prepared by PCEI 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. PCEI 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. Ani!f?iPf} document as the duly authorized representative for Palouse-Clearwater Environmenti[{-.MHw¾ • • • • • • ! • • • " 0 . tQ#A . - N ; .f?y . - LiC AGREEMENT fOR PROFESSIONAl SFRV!CES WXrER CONSERVATION Em -CATION PAGE 7 OF 7