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AGREEM ENT FOR PROFESSIONAL MAINTENAN CE SERVICES Tills Agreement For Pqofe,srional Maintenance Services, (hereinafter referred to as "Agreement"), made and entered into this ·day of rJ IT'/ , 2003, by and between the City of Moscow, Idaho, a municipal cosoration of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter referred to as "CITY"), and Specialty Pump Services, 4712 South Thor, Spokane, Washington, 99223 (hereinafter referred to as "VENDOR"). W IT N E S S ETH: WHEREAS, VENDOR agrees to perform Scope of Work described in this Agreement hereinbelow: CITY Professional Maintenance Service Project (hereinafter referred to as "Project"). CITY needs VENDOR to perform services related to Project. VENDOR has experience to perform Project. 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 VENDOR shall furnish all labor, parts and associated components necessary for completing CITY's well maintenance needs as described in CITY's Request for Proposal entitled Service Agreement for All CITY Domestic Wells: 2, 3, 6, 8, 9 and Cemetery , dated June 6, 2003. A. The services include the following: B. I. Remove the pump from one ( 1) well, as scheduled with CITY. 2. Transport motors for wells 2, 3, and 6 to be tested and serviced in Spokane, Washington as needed. 3. Motors from wells 8 and 9 to be tested and serviced as needed by a shop qualified to service submersibles which contain mercury seals or Byron Jackson Submersibles. 4. Pumps from all wells dismantled locally in a vendor's shop and rebuilt or replaced. CITY realizes the time needed to service each well is variable and will often be unique to a specific well or location. 5. VENDOR shall prepare and present a cost estimate for each Project each year of this Agreement prior to the budget year of such year of the Agreement. 6. VENDOR shall provide assistance and/or technical support in the service or repair of high level boosters and/or sewer lift pumps. I. VENDOR shall provide all parts, labor, subcontractors and incidentals necessary to extract and reinstall the various well components associated with each site. 2. VENDOR shall be bonded and licensed to work in the State of Idaho consistent with public works contracting requirements as specified in State ofldaho law. C. This Scope of Work shall encompass a complete well service cycle for wells 2, 3, 6, 8, 9 and Cemetery and is presumed to remain in force for a minimum period of five ( 5) years. AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES- SPECIALTY PUMP PAGE 1 0F6 2003-47 ---PAGE BREAK--- SECTION II: A. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between VENDOR and CITY by the terms of this Agreement. It is understood by the parties hereto that VENDOR 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 Maintenance Services I. Payment for services is provided in accordance with the cost described in the following Section II B 2. 2. Project Compensation: The cost for services for Project (as described in Section I Scope of Work hereinabove) shall be determined separately for each year of this Agreement, with payment based on actual services provided and as estimated annually. Each annual estimate shall include all fixed fees, profit, overhead, and direct costs. VENDOR should include the following minimum detail with each yearly estimated annual Project cost: a. b. c. d. e. f. g. h. 1. J· k. L m. n. o. p. q. 3. A. Pull and install turbine pumps Pull and install submersible pumps Pull and repair vertical hollow shaft motors Trouble shoot electrical equipment Rebuild vertical turbine pumps Rebuild short coupled vertical turbine Rebuild centrifugal booster pumps Stock or supply spare parts for vertical turbine pumps Provide trouble shooting for pump problems, at no charge Repack seals Provide 24 hour emergency service Provide technical support for bearings, seals, couplers, etc. Pull and install sewer lift pumps Provide vibration analysis Provide consulting for energy efficiency Provide pickup and delivery Authorized dealer for Flow Serve (Byron Jackson) NON-PROJECT COMPENSATION: CITY agrees to pay VENDOR for the non Project maintenance services at the rate of sixty dollars ($60) per hour for all time spent in performing non-Project maintenance services, except for repair of a failed well. CITY agrees to pay VENDOR seventy five cents (0.75¢) per mile per vehicle for time spent in transporting equipment to and from CITY offices. VENDOR will bill CITY on a basis at the end of each month, and CITY will pay for such services in accordance with regular payment practices. The billings or invoices of VENDOR must indicate the exact time spent in performing the services correct to the one-tenth ( 1/!0) hour. CITY agrees to pay VENDOR for all materials and repair items reasonably used in repairing the equipment in a sum equal to the cost to VENDOR plus thirty percent VENDOR shall furnish paid invoices for such materials to CITY prior to receiving payment and shall use reasonable diligence in parts acquisition. AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES- SPECIALTY PUMP PAGE20F6 ---PAGE BREAK--- B. For repair reasonably related to a failed well, CITY agrees to pay VENDOR non Project maintenance services at the rate of two hundred dollars ($200) per hour, which includes two of VENDOR's employees and all equipment and labor related to such repair. SECTION III: A. Termination of Agreement This Agreement may be terminated by VENDOR upon thirty (30) days written notice, should CITY fail to substantially perform in accordance with its terms through no fault of VENDOR. CITY may terminate this Agreement with thirty (30) days notice without cause and without further liability to VENDOR except as designated by this section. In the event of termination, VENDOR 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 VENDOR all technical data of record in CITY's possession, including maps, surveys, borings and other information related to Project in order to assist VENDOR in performing the Scope of Work described hereinabove. D. Qualified Estimates of Cost The estimates of cost for Project herein are to be prepared by VENDOR through exercise of their experience and judgment in applying presently available cost data; but it is recognized that VENDOR has no control over long term cost of labor and materials, and market conditions so that they cannot warrant Project. Repair costs will not vary from the cost estimates provided ninety (90) days prior to the start of Project as a result of these described factors. Nothing in this paragraph shall serve to release or relieve VENDOR from exercising the skill, care, and professional judgment exercised by similarly situated VENDOR. E. WARRANTY VENDOR warrants and represents that all repairs will be performed in a workmanlike manner, and VENDOR guaranties the repairs for a period of one year. If the equipment repaired becomes defective with regard to the item repaired within said period, VENDOR will again make the repair at no cost to CITY. F. Termination of Project If any portion of Project covered by this Agreement shall be suspended, abated, abandoned or terminated, CITY shall pay VENDOR 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. AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES - SPECIALTY PUMP PAGE30F6 ---PAGE BREAK--- G. MAINTENANCE VENDOR's Liability Insurance In performance of professional services, VENDOR 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 VENDOR services. Should VENDOR or any of VENDOR's agents or employees be found to have been negligent in the performance of professional services from which CITY sustains damage, VENDOR has obtained Liability 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 VENDOR. H. VENDOR's Additional Insurance VENDOR 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, One Million Dollars ($1,000,000) aggregate, and VENDOR shall cause CITY to be named as an additional insured under said policy. I. Indemnification VENDOR agrees, to the fullest extent permitted by law, to indemnity and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of VENDOR in the performance of professional services under this Agreement, to the extent that VENDOR is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between VENDOR and CITY. VENDOR shall not be obligated to indemnity CITY for CITY's sole negligence. VENDOR agrees to indemnify and to hold CITY harmless for any loss or damage to the equipment while in the possession of the VENDOR 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 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. 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 VENDOR 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. AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES- SPECIALTY PUMP PAGE40F6 ---PAGE BREAK--- 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. VENDOR 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. 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 of Interest VENDOR covenant that they presently have 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. VENDOR further covenant that, in performing this Agreement, they will employ no person who has any such interest. P. Ownership and Publication of Materials. All reports, information, data and other materials prepared by VENDOR 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. VENDOR 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. CITY MAINTENANCE VENDOR City of Moscow, Idaho >Specialty Pump Services. AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES- SPECIALTY PUMP PAGE50F6 ---PAGE BREAK--- ATTEST: DATED this day of I'J CiVF 2003. STATE OF IDAHO ) ) ss. COUNTYOFLATAH ) ACKNOWLEDGMENT On this \ day of NOv , 2003, before me, a Notary Public in and for said State, appeared .JcJL vv:tb J 'O;;,occ IJlknown to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representative for Specialty Pump Services. Agreement\ProfttsioHalSvc.Paint;Speda!tyPump; I {}..2003\pm I/ fl L' 9"r:, tY 7\ 4ic for the State of Icllo Res1dmg at H fJSL My commission expires / "'/vO ( AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES - SPECIALTY PUMP PAGE60F6 ---PAGE BREAK--- ACORD,. CERTIFICATi, OF LIABILITY INSURAN( . OP ID l4 DATE (MMIDDIYYYY) . SPECI-1 08/18/03 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Wheat & Associates Insurance HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O. Box 3548 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Spokane WA 99220-3548 ' Phone:[PHONE REDACTED] Fax:[PHONE REDACTED] · INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A American States Ins. Co. INSURER 8 S5ecialth Pum6 Services INSURER C 4 12 S T or S INSURER 0 Spokane WA 99223 INSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSRADD'L LTRINSRO TYPE OF INSURANCE POLICY NUMBER - Po%RiJfJmE Pgf\-1:Yi=b2=N LIMITS GENERAL LIABILITY : EACH OCCURRENCE s1, 000,000 A X COMMERCIAL GENERAL LIABILITY 01CE768552-4 03/28/03 03/28/04 DAMAGE TO "RENTED s200,000 PREMISES (Ea occurence) - - CLAIMS MADE X OCCUR MEO EXP I Any one person) _s10,000 - - PERSONAL & ADV INJURY s1,000,000 GENERAL AGGREGATE $ 2' 000 '000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS COMPiOP AGG $ 2' 000 '000 - PRO" POLICY JECT • LOC . _ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT A ANY AUTO 01CE768552-4 03/28/03 03/28/04 lEa acc1dent) $ 500' 000 ALL OWNED AUTOS BODILY INJURY s X SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY s X NON-OWNED AUTOS (Per acetdent' PROPERTY DAMAGE s ;Per acc1dent) GARAGE LIABILITY AUTO ONLY- EA ACCIDENT $ ANY AUTO OTHER THAN EAACC $ AUTO ONLY AGG $ EXCESS/UMBRELLA LIABILITY • : EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE ' RETENTION ' $ WORKERS COMPENSATION AND T8'3l 678:9s UE: EMPLOYERS' LIABILITY ANY PROPRIETORJPARTNERIEXECUTIVE E L EACH ACCIDENT ' OFFICER/MEMBER EXCLUDED" E L DISEASE • EA EMPLOYEE $ lf yes descnbe under SPECIAL PROVISIONS below . E L DISEASE " POUCY LIMIT $ OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT f SPECIAL PROVISIONS Operations of the named insured. Certificate holder is listed as an additional insured for any and all CERTIFICATE HOLDER The City of Moscow 120 W A Street Moscow ID 83843 ACORD 25 (2001/08) worked performed for them by our insured. MISCLEA CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXP!RA TION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 4Q5 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AuTH//D RE::NTA:E _LY v © ACORO CORPORATION 1988