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MASTER AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND Z ENGINEERS, PLLC THIS MASTER AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND Z ENGINEERS, PLLC (hereinafter "Agreement"), shall become effective the _bi_ day of Aust 2017, between the City of Moscow, Idaho, a municipal corporation of the State ofld o 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and Z Engineers, PLLC, One Fifth Street, Suite 150, Wenatchee, Washington, 98801 (hereinafter "ENGINEERS"). INTRODUCTION WHEREAS, CITY has a need for professional engineering services, to be defined by individual Task Orders, which will set forth Specific Services, Time of Performance, and Payment; and WHEREAS, ENGINEERS are specially trained, experienced and competent to perform and have agreed to provide such Services; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the Parties agree as follows: TERMS AND CONDITIONS 1. Scope of Services: 1.1 Upon execution of this Master Agreement AND any associated Task Order(s) and receipt of CITY's written notice to proceed, ENGINEERS shall comply in all respects and perform and furnish to CITY all Services listed in any corresponding task order(s) incorporated herein by this reference, together with any amendments that may be agreed to in writing by the Parties. 1.2 All documents or materials acquired or produced by the ENGINEERS in conjunction with the Project shall become the property of, and be delivered to CITY, without any restrictions or limitations with respect to their further use thereof. All documents or materials prepared for CITY shall not be distributed by ENGINEERS, sub-engineers, their agents, representatives or employees, to any third party without the express written consent of CITY. Use of these documents by CITY on any other project, without written verification or adaptation by ENGINEERS for the specific purpose intended, will be at CITY's sole risk and shall be without liability or legal exposure to ENGINEERS. CITY shall indemnify and hold harmless ENGINEERS from all claims, damages, losses and expenses including attorney's fees arising out of or resulting from the use of such documents. Any verification or adaptation requested by CITY to ENGINEERS will entitle ENGINEERS to further compensation at rates to be agreed upon by CITY and ENGINEERS. MASTER AGREEMENT FOR ENGrNEERlNG SERVICES UNLIMITED CITY AND Z ENGrNEERS, PLLC (2017) ZDll-055 PAGE I OF 7 ---PAGE BREAK--- 1.3 ENGINEERS shall provide Services and work under this Agreement consistent with the requirements and standards established by applicable Federal, State and local laws, ordinances, regulations, and resolutions. ENGINEERS represent and warrant that ENGINEERS will perform work in accordance with generally accepted industry standards and practices for the profession or professions that are used in performance of this Agreement, and resulting task order( s) in effect at the time of performance of this Agreement, and associated task order( s Except for that representation and any representations made or contained in any proposal submitted by ENGINEERS and any reports or opinions prepared or issued as part of the work performed by ENGINEERS under this Agreement, ENGINEERS make no other warranties, either express or implied, as part of this Agreement. 1.4 Services and work provided by ENGINEERS at CITY' s request under this Agreement will be performed in a timely manner in accordance with a Schedule of Work, which the Parties hereto shall agree to. The Schedule of Work may be revised from time to time upon mutual written consent of the Parties. 2. Consideration 2.1 ENGINEERS shall perform the Services for a not-to-exceed total fee as outlined in any corresponding Task Order. 2.2 ENGINEERS shall provide CITY with a statement, as Services warrant, of fees earned and costs incurred for Services provided during the billing period, which CITY will pay within thirty (30) days of receipt of a correct invoice and approval by CITY. CITY will not withhold any Federal or State income taxes or Social Security Tax from any payment made by CITY to ENGINEERS under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of ENGINEERS. 2.3 Except as expressly provided in this Agreement and any corresponding Task Orders, ENGINEERS shall not be entitled to receive from CITY any additional consideration, compensation, salary, wages, or other type of remuneration for Services rendered under this Agreement, including, but not limited to, meals, lodging, transportation, drawings, renderings or mockups. Specifically, ENGINEERS shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, paid holidays or other paid leaves of absence of any type or kind whatsoever. 2.4 Any out-of-town travel required by individual Task Orders must be pre-approved by the Project Manager and included in such Task Orders. All travel expenses, if the Parties expressly agree, will be reimbursed at cost, per CITY's existing travel policy. Any requested travel related/meal reimbursement must be accompanied by itemized receipts. For the purposes of this Agreement and resulting task orders, travel between the ENGINEERS' offices and the Project site is not considered out-of-town travel. MASTER AGREEMENT FOR ENGINEERING SERVICES UNLIMITED CITY AND Z ENGINEERS, PLLC (2017) PAGE2 OF7 ---PAGE BREAK--- 3. Time of Performance: This Agreement shall become effective upon execution by both Parties, and shall automatically renew annually on October 1, 2019 for two additional one year periods unless sooner terminated in writing. 4. Independent Contractor: 4.1 In all matters pertaining to this Agreement, ENGINEERS shall be acting as an independent contractor, and neither ENGINEERS nor any officer, employee or agent of ENGINEERS will be deemed an employee of CITY. Except as expressly provided in Exhibit ENGINEERS have no authority or responsibility to exercise any rights or power vested in CITY. The selection and designation of the personnel of CITY in the performance of this Agreement shall be made by CITY. 4.2 ENGINEERS shall determine the method, details and means of performing the work and Services to be provided by ENGINEERS under this Agreement. ENGINEERS shall be responsible to CITY only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to CITY's control with respect to the physical action or activities of ENGINEERS in fulfillment of this Agreement. 5. Indemnification and Insurance: ENGINEERS shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses and other costs including litigation costs and attorney's fees, arising out of, resulting from, or in connection with the negligent acts and/or errors or omissions by ENGINEERS, its servants, agents, officers, employees, guests, and business invitees, and not caused by or arising out of the tortuous conduct of CITY or its employees. ENGINEERS shall maintain, and specifically agree that ENGINEERS will maintain, throughout the term of this Agreement, liability insurance in the minimum amounts as follow: General Liability One Million Dollars ($1,000,000) per incident or occurrence, Professional Liability/Professional errors and omissions One Million Dollars ($1,000,000) aggregate, Automobile Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence, and Workers' Compensation Insurance, in the statutory limits as required by law. CITY shall be named as an additional insured on both General Liability and Automotive policies. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless CITY; and if CITY becomes liable for an amount in excess of the insurance limits, herein provided, ENGINEERS covenant and agree to indemnify and save and hold harmless CITY from and for all such losses, claims, actions, or judgments for damages or injury to persons or property and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the negligent performance of this Agreement by ENGINEERS or ENGINEERS' officers, employees, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property. ENGINEERS shall MASTER AGREEMENT FOR ENGINEERlNG SERVICES UNLlMITED CITY AND Z ENGlNEERS, PLLC (20 l 7) PAGE 3 OF 7 ---PAGE BREAK--- provide CITY with a Certificate of Insurance, or other proof of insurance evidencing ENGINEERS' compliance with the requirements of this paragraph and file such proof of insurance with CITY at least ten ( 10) days prior to the date ENGINEERS begin performance of its obligations under this Agreement. In the event the insurance minimums are changed, ENGINEERS shall immediately submit proof of compliance with the changed limits. Evidence of all insurance shall be submitted to CITY Engineer with a copy to CITY' s Finance office, and the City Clerk, 206 East Third Street, P 0 Box 9203, Moscow, Idaho, 83843. 6. Notices: Any and all notices required to be given by either of the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: ENGINEERS Z Engineers, PLLC Brian Ziesmer, P.E. One Fifth Street, Suite 150 Wenatchee, WA 98801 (509) 888-9364 [EMAIL REDACTED] City of Moscow Les MacDonald 206 East Third Street P 0 Box 9203 Moscow, ID 83843 (208) 883-7028 Either Party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 7. Assignment: It is expressly agreed and understood by the Parties hereto, that ENGINEERS shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of CITY. 8. Discrimination Prohibited: In performing the Services required herein, ENGINEERS shall not unlawfully discriminate in violation of any Federal, State or local law, rule or regulation against any person on the basis of race, color, religion, gender, pregnancy, national origin, ancestry, age, marital status, veteran status, disability, sexual orientation, genetic information, or any other basis prohibited by Federal, State or local law. 9. Reports and Information: 9 .1 At such times and in such forms as CITY may require, there shall be furnished to CITY such statements, records, reports, data and information as CITY may request pertaining to matters covered by this Agreement. 9.2 ENGINEERS shall maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of five years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photostatic, photographic and every other means ofrecording upon any MASTER AGREEMENT FOR ENGINEERING SERVICES UNLIMITED CITY AND Z ENGINEERS, PLLC (2017) PAGE4 OF 7 ---PAGE BREAK--- tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof. 10. Audits and Inspections: At any time during normal business hours and as often as CITY may deem necessary, there shall be made available to CITY for examination, all of ENGINEERS' records with respect to all matters covered by this Agreement. ENGINEERS shall permit CITY to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 11. Publication, Reproduction and Use of Material: No material produced in whole or in part under this Agreement shall be subject to copyright in the United States or in any other country. CITY shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. 12. Compliance with Laws: In performing the scope of Services required hereunder, ENGINEERS shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 13. Public Information: Pursuant to Idaho Code Section 74-124, et seq., information or documents received from ENGINEERS may be open to public inspection and copying unless exempt from disclosure. ENGINEERS shall clearly designate individual documents as "exempt" on each page of such documents and shall indicate the basis for such exemption. CITY will not accept the marking of an entire document as exempt. In addition, CITY will not accept a legend or statement on one page that all, or substantially all, of the document is exempt from disclosure. ENGINEERS shall indemnify and defend the CITY against all liability, claims, damages, losses, expenses, actions, attorney fees and suits whatsoever for honoring such a designation or for ENGINEERS' failure to designate individual documents as exempt. ENGINEERS' failure to designate as exempt any document or portion of a document that is released by CITY, shall constitute a complete waiver of any and all claims for damages caused by any such release. 14. Changes: CITY may, from time to time, request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the amount of ENGINEERS' compensation, which are mutually agreed upon by and between CITY and ENGINEERS, shall be incorporated in written amendments to this Agreement. 15. Termination: 15.1 If, through any cause, ENGINEERS, ENGINEERS' officers, employees, or agents fail to fulfill in a timely and proper manner ENGINEERS' obligations under this Agreement, violate any of the covenants, agreements, or stipulations of this Agreement, falsify any record or document required to be prepared under this Agreement, engage in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement, or if the City Council determines that termination of this Agreement is in the best interest of CITY, CITY shall thereupon have the right to terminate this Agreement by giving written notice to MASTER AGREEMENT FOR ENGINEERING SERVICES UNLLMITED CITY AND Z ENGINEERS, PLLC (2017) PAGE 5 OF 7 ---PAGE BREAK--- ENGINEERS of such termination and specifying the effective date of said termination. ENGINEERS to be compensated for all work performed up to date of termination. ENGINEERS may terminate this Agreement at any time by giving at least sixty (60) days' notice to CITY. 15 .2 In the event of any termination of this Agreement, all finished or unfinished documents, data, and reports prepared by ENGINEERS under this Agreement shall, at the option of CITY, become CITY's property, and ENGINEERS shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. 15.3 Notwithstanding the above, ENGINEERS shall not be relieved ofliability to CITY for damages sustained by CITY by virtue of any breach of this Agreement by ENGINEERS, and CITY may withhold any payments to ENGINEERS for the purposes of set-off until such time as the exact amount of damages due CITY from ENGINEERS is determined. This provision shall survive the termination of this Agreement and shall not relieve ENGINEERS of ENGINEERS' liability to CITY for damages. 16. Construction and Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 17. Advice of Attorney: Each Party warrants and represents that, in executing this Agreement, it has received independent legal advice from its attomey(s) or the opportunity to seek such advice. 18. Entire Agreement: This Agreement contains the entire agreement of the Parties and supersedes any and all other agreements or understandings, oral of written, whether previous to the execution hereof or contemporaneous herewith. 19. Appropriations and Approval: Any and all obligations of CITY under this Agreement may be subject to annual approval and/or budgeting and appropriation by CITY. 20. Resulting Task Orders and Survival: All Task Orders resulting from this Agreement and executed by both Parties during the term of this Agreement will be bound to the terms and conditions of the Agreement until all tasks are completed and accepted by CITY, whether or not the Agreement is terminated or unless tasks are canceled via a change order. 21. Applicable Law: 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 ofldaho, in and for the County of Latah. Should any litigation be commenced between the Parties hereto concerning this Agreement, the prevailing Party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court. MASTER AGREEMENT FOR ENGINEERING SERVICES UNLIMITED CITY AND Z ENGINEERS, PLLC (2017) PAGE 60F 7 ---PAGE BREAK--- 22. Approval Required: This Agreement shall not become effective or binding until approved by the City of Moscow. Approved as to form Roderick Hall, City Attorney ACKNOWLEDGMENT STATE OF u I J) ) n A l- ) SS. COUNTY OF vn u L--