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AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES This Agreement for Professional Engineering Services, made and entered into this _ day of May , 2004, by and between the City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter referred to as "CITY"), and ABSG Consulting Inc., a corporation of the State of New York, 310 South Main, Suite 300, Salt Lake City, Utah, 84101, (hereinafter referred to as "ENGINEER"). W IT N E S S ETH: WHEREAS, CITY wishes to determine, within the parameters established by CITY, what the vulnerability is to Moscow City Water supplies and what emergency response plan is appropriate to ensure that CITY could respond to those man-made (terrorist) vulnerabilities identified (hereinafter referred to as "THE PROJECT"); and WHEREAS, it is CITY's intent to hire ENGINEER to complete THE PROJECT; NOW, THEREFORE, be it agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION 1: SCOPE OF WORK ENGINEER shall provide professional services for THE PROJECT as outlined in this Agreement in accordance with the terms and conditions of this Agreement. ENGINEER's services shall consist of the following: Task 1 - Vulnerability Assessment (hereinafter "VA") Planning and Threat Assessment: Task 1 shall commence with a kickoff meeting to be held with CITY's Core VA team. The key staff, including senior management, should be involved in the kickoff meeting to assist in establishing the overall PROJECT schedule and key milestones. This task shall also include a planning workshop where all of the necessary planning clements of THE PROJECT shall be completed. The planning workshop shall be conducted on the same day as the kickoff meeting and shall he accomplished in one day or less. The planning workshop shall include data gathering of CITY's existing documentation that can be utilized in completing the VA. ENGINEER shall provide CITY with a document request list in advance of the planning workshop to expedite this process of data gathering. At the end of the planning workshop the following shall have heen accomplished: 1. The key facilities shall have been ranked against CITY's mission and objectives for their water system; 2. The design basis threat (DBT) to be used in evaluating all key water facilities shall be established and shall address both the insider and outsider threats for water contamination, physical attack, and cyber attack: 3. The consequences of the DBT shall be established along with metrics for determining the relative risk ranking of the water facilities. AGREEMENT FOR PROFESSIONAL SERVICES SECURITY VULNERABILITY ASSESSMENT PAGE 1 OF 2004-21 ---PAGE BREAK--- Task 2 - Facility Characterization/System Effectiveness: Task 2 shall partially rely on existing CITY documentation and interviews of key CITY staff with knowledge of the various key water facilities. The ENGINEER plans on coordinating with key CITY staff during this task. [t is anticipated that the ENGINEER's key members shall only need to spend a maximum of two days in the field as a follow-up to look at specific features at the various water facilities. The SCAD A System shall be inspected separately and shall require no more than one ( 1) day for the site inspection and interviews. CITY shall either provide photos or allow the ENGINEER to take photos during the field inspections in order to allow the site characterization to continue after the time of the field inspections. The site characterization task shall confirm CITY's existing security systems effectiveness. Task 3 - Risk Analysis And Risk Reduction Measures: Task 3 shall take the results of Tasks 1 and 2 and incorporate them into a risk analysis of the current state of each of the existing water facilities. Then security countermeasures and mitigation measures shall be explored to reduce the overall existing risk at each facility. The ENGINEER shall use its extensive experience to identify cost effective countermeasures and mitigation measures for this purpose. ENGINEER shall also look at the operational security countermeasures and mitigation measures that arc typically much less expensive than traditional physical security system enhancements. Once the risk reduction measures have been identified ENGINEER shall provide order of magnitude cost estimates for each risk reduction measures' implementation. ENGINEER shall also provide a CITY capital improvement plan template for CITY to use in progranm1ing the risk reduction measures over a reasonable planning period of five to ten (10) years. Task 4 - Draft Report Preparation And Delivery: Task 4 shall take the information collected, documented, and analyzed in Tasks 1 through 3 and develop a draft VA Report meeting EPA requirements. ENGINEER shall generate this draft VA Report by using a combination of RAM-W and the VSAT tool, which may allow for coupling with the CITY's GIS System. Three hard copies of the draft VA Report shall be delivered hy ENGINEER to CITY for CITY's review and comments. It is anticipated that CITY shall need a maximum of two weeks for its review and to provide ENGINEER with any comments for incorporation into the final VA Report. Task 5 -Final Report: ENGINEER shall review CITY's draft VA Report comments and discuss with CITY as appropriate. The ENGINEER shall incorporate the connnents received from CITY on the draft VA Report into a final VA Report. Two hard copies and one electronic copy of this final VA Report shall be submitted by ENGINEER to CITY along with ENGINEER's certification to CITY that the VA Report was completed in compliance with EPA requirements. The final report and certifications shall be submitted by ENGINEER to CITY by June 20, 2004. Task 6- Emergency Response Plan (Hereinafter "ERP") Update: The ERP updates for CITY's water system shall be prepared in accordance with the findings set out in the completed VA as well as with "best practices" for a water system ERP. ENGINEER shall provide proper sample certification documents for certification of completion of the ERP to CITY for submission to the EPA by CITY requested date of July 31, 2004. AGREEMENT FOR PROFESSIONAL SERVICES SECURITY VULNERABILITY ASSESSMENT PAGE 2 OF ---PAGE BREAK--- ENGINEER shall provide updates to the existing ERP for CITY's Water Utility in accordance with EPA requirements. The ERP shall first be reviewed against the findings of the Vulnerability Assessment to insure all VA recommendations are incorporated into the ERP updates. CITY's ERP experts shall review physical, operational, and procedural elements of the existing plan. EPA is requiring that water utilities address at a minimum the following six incident response procedures (IRPs): I. Water contamination event either actual or suspected within the water system; 2. Water contamination event that occurs during a major event July celebration); 3. Water contamination event reported to the water utility by the medical community; 4. Significant physical attack on a water system facility; 5. Significant physical attack to a water treatment facility; and 6. Cyber attack of the water system SCAD A system attack). ENGINEER shall assist CITY in addressing all of the above IRPs during a half-day ERP workshop meeting with the appropriate CITY representatives. Next, the draft ERP updates shall be prepared by ENGINEER for review by CITY and a coordination meeting shall be held with the Local Emergency Planning Committees (LEPCs) to meet EPA's ERP update coordination requirement. This coordination could be accomplished using the Optional Validation TTX task described hereinbelow rather than the LEPC coordination meeting. After coordination with the LEPC has occurred, either with the coordination meeting or Optional Validation TTX, the final ERP updates shall be prepared and submitted by ENGINEER to CITY. Finally, ENGINEER shall provide CITY with a sample ERP Certification letter that can be completed by CITY and submitted to EPA for compliance with the Bio-Terrorism Act of 2002. Optional Task - Develop and Hold ERP Validation Table-Top Exercise (TTX). If Optional Task is chosen, it will either replace Task 6G or be added to Task 6 for the additional compensation set out in Exhibit A. EPA requires water utilities to coordinate to the extent possible with their LEPCs. This coordination can be accomplished in several different ways. ENGINEER has assisted many utilities in coordinating with their LEPCs for emergency response to both natural and man-made hazards. CITY could meet with each of the different emergency responder representatives individually, hold a meeting with all of the emergency responder representatives at the same time, or hold a Validation Table Top Exercise (TTX) to validate CITY's updated ERP with all the emergency responder representatives. ENGINEER has found the most successful way to accomplish the required coordination is through the Validation TTX. The Validation TTX entails preparation of realistic scenarios that are presented to the emergency responder representatives and allows for testing of CITY's updated ERP to insure everyone that needs to be involved in a given emergency response is included and that proper notifications and channels of communication have been established. The Validation TTX typically is scheduled for a little more than a half day (four ( 4) to six hours) with the LEPCs and also involves key CITY staff representing not only the water utility, but also other CITY utilities Police, Fire, Power, etc.). Task 7- Project Management And Quality Control: The purpose of this task is to assure good management of THE PROJECT to provide CITY with a VA and ERP update on schedule deadlines of June 20, 2004 (see task 5) and July 31, 2004 (see task respectively allowing ample time for CITY to submit the VA to the EPA by June 30, 2004. Tbe ERP AGREEMENT FOR PROFESSIONAL SERVICES SECURITY VULNERABILITY ASSESSMENT PAGE30F}W ---PAGE BREAK--- shall be completed approximately sixty (60) days after tbe VA and shall require an additional two weeks in planning the Table Top Exercise, allowing ample time for CITY to send a letter to the EPA certifying that they have a plan to meet Federal requirements within six months of the submission of their Vulnerability Assessment To ensure this, ENGINEER shall provide PROJECT management services, and shall coordinate regularly with CITY staff to plan and review the progress of the work and maintain schedule and budget. The following are the facilities that ENGINEER shall assess in order to comply with the regulatory requirements: l. Pipes and constructed conveyances; 2. Physical barriers; 3. Water collection, pretreatment, treatment, storage and distribution facilities: 4. Electronic, computer, or other automated systems, which arc utilized by the public water system: 5. The use, storage, or handling of various chemicals; and 6. The operation and maintenance of such system. In addition to the above-mentioned items the EPA recommends that the following items should also be addressed in the SV A: l. Characterization of the water system, including its mission and objectives; 2. Identification and prioritization of adverse consequences to avoid; 3. Determination of critical assets that might be subject to malevolent acts that could result in undesired consequences; 4. Assessment of likelihood (qualitative probability) of such malevolent acts from adversaries; 5. Evaluation of existing countermeasures; and 6. Analysis of current risk and development of a prioritization plan for risk reduction. B. CITY De!iverables. CITY agrees to do this as part of special provisions: CITY shall provide the requested reasonable drawings, documentation, and information that shall allow ENGINEER to complete the above Scope of Work. The requested information shall cover facilities such as operational buildings, wells, tanks, control systems, and other key components of the Water Utility System. CITY shall provide, or shall allow ENGINEER to take, photos of the facilities. CITY shall also provide access to staff and management as needed for ENGINEER to complete the tasks outlined in the Scope of Work. SECTION II: A. Compensation (Note: CITY shall detennine whether to include optional task 6G or authorize only base scope of work with task 6D.) 1. For the services performed without Optional Task 60 of the PROJECT, as described in Exhibit A which is attached hereto and incorporated herein by this reference, the same as if fully transcribed and copied, pursuant to this Agreement, ENGINEER shall be compensated in a stipulated sum not to exceed Thirty Five Thousand Thirteen and Twenty Five One/Hundredths Dollars ($35,013.25) plus Reimbursable Expenses as described in this Agreement. AGREEMENT FOR PROFESSIONAL SERVICES SECURITY VULNERABILITY ASSESSMENT PAGE 4 OF ---PAGE BREAK--- 2. For the services performed with Optional Task 6G and without Task 6D of the PROJECT, as described in Exhibit A pursuant to this Agreement, ENGINEER shall be compensated in a stipulated sum not to exceed Forty One Thousand Nine Hundred Thirty Three and Twenty Five One/Hundredths Dollars ($41,933.25) plus Reimbursable Expenses as described in this Agreement. B. Payment. Payment for services rendered by ENGINEER shall be in accordance with the following: ENGINEER shall submit invoices to CITY and ENGINEER shall be compensated therefore for work completed and Reimbursable Expenses incurred during that period as otherwise provided herein. Payments for invoices prepared by ENGINEER shall be due and payable net thirty (30) days by CITY. If CITY does not make payments to ENGINEER in accordance with this Agreement, ENGINEER may suspend its services on the basis of non-performance on the part of CITY. When such progress payments arc restored, ENGINEER shall continue its services under this Agreement. C. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between ENGINEER and CITY by the terms of this Agreement. It is understood by the parties hereto that ENGINEER is an independent contractor and as such neither it nor its employees, if any, are employees of CITY for purposes of tax, retirement system, social security (FICA) withholding. D. Engineer's Accounting Records of ENGINEER's additional services and Reimbursable Expenses pertaining to the PROJECT shall be kept on a recognized accounting basis acceptable to CITY and shall be available to CITY at CITY'S convenience. E. Termination of Agreement This Agreement may be terminated by ENGINEER upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of ENGINEER. CITY may terminate this Agreement upon thirty (30) days' written notice without cause and without further liability to ENGINEER except as designated by this Agreement. All working drawings shall become the property of, and shall be surrendered to CITY. F. Extent of Agreement This Agreement may be amended only by written instrument signed by all parties hereto. G. Data of Record AGREEMENT FOR PROFESSIONAL SERVICES SECURITY VULNERABILITY ASSESSMENT PAGE 5 OF 2-+G ---PAGE BREAK--- CITY shall make available to ENGINEER all technical data of record in CITY's possession, including maps, surveys, borings, and other information required by ENGINEER relating to the PROJECT. H. Standards of Work ENGINEER agrees that the performance of work described in this Agreement including attachments and exhibits and pursuant to this Agreement shall be done in a professional manner and shall conform to professional standards and ENGINEER will use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. ENGINEER shall perform services as expeditiously as possible as is consistent with professional skill and care and the orderly progress of the work. ENGINEER will prepare a detailed schedule for the performance of ENGINEER's services, which schedule shall be adhered to by ENGINEER. Unless approved by CITY, ENGINEER shall not exceed the time limits established by the schedule, except for circumstances out of ENGINEER's control. I. Insurance ENGINEER will maintain through this Agreement the following insurances: I. Worker's compensation and employer's liability insurance as required by the State of!daho. 2. Comprehensive automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including on-site and off-site operations, and owned, non owned, or hired vehicles, with one million dollars ,000,000) combined single limits; 3. Commercial general liability insurance covering claims for injuries to members of the pnblic or damage to property of others arising out of any covered negligent act or omission of ENGINEER or of any of its employees, agents, or subcontractors, with one million dollars ,000,000) per occurrence and in the aggregate; 4. Errors and Omissions insurance in the amount of one million dollars ,000,000). CITY shall be a certificate holder and shall receive notice of any pending termination of said insurance at least thirty (30) days prior to such termination. CITY shall be named as an additional insured with respect to ENGINEER'S liabilities hereunder in insurance coverage's identified in items and and ENGINEER and CITY each waive subrogation as to said policies. J. Indenmity and Hold Harmless 1. ENGINEER waives any and all claims and recourse against CITY including rights of contribution for loss or damage to persons or property arising from, or growing out of, or in any way connected with or incident to ENGINEER's performance of this Agreement, except for liability arising out of the negligence of CITY or its officers, agents or employees. 2. ENGINEER agrees to indemnify and hold harmless CITY and its officers, agents and employees against all liabilities and damages of any nature whatsoever resulting from any injury or damages sustained by any person(s) or property resulting from any negligent act, error or omission of ENGINEER or its agents, employees, subcontractors or consultants. This indemnity and hold harmless Agreement shall not be limited hy reason of the AGREEMENT FOR PROFESSIONAL SERVICES SECURITY VULNERABILITY ASSESSMENT PAGE 6 OF §:to ---PAGE BREAK--- specification of any particular insurance coverage required under the terms of this Agreement. 3. It is understood and agreed that this Agreement docs not contemplate handling of, or design services including usc of, asbestos or any hazardous material or any toxic substance. Therefor, CITY agrees to hold harmless, defend and indemnity ENGINEER for all claims, lawsuits, expenses or damages arising from or related to the handling, use, treatment, purchase, sale, storage or disposal of asbestos, asbestos products or any hazardous material or any toxic substance (or hazardous materials or toxic substances in general) other than for ENGINEER's sole negligence. K. 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, as dctennined by a court or through alternate dispute resolution. L 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. M. Binding of Successors CITY and ENGINEER each bind themselves, their partners, successors, assigns, and legal representatives to the other parties to this Agreement and to the partners, successors, assigns, and legal representatives of such other parties with respect to all covenants of this Agreement. N. City's Representatives CITY shall each 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. The representative of CITY is Tom Scallorn, Water Manager. 0. Conflict of lnterest ENGINEER covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the PROJECT, which would conflict in any manner or degree with the of its services hereunder. ENGINEER further covenants that, in perfonning this Agreement, it will employ no person who has any such interest P. Special Provisions L Ownership and Publication of Materials. All reports, information, data, and other materials prepared by ENGINEER pursuant to this Agreement shall be the property of CITY, which shall be the exclusive and unrestricted authority to release, publish, or otherwise usc them, in whole or in part. All snch 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. It is mutually understood that any alterations AGREEMENT FOR PROFESSIONAL SERVICES SECURITY VULNERABILITY ASSESSMENT PAGE 7 OF Z+-G ---PAGE BREAK--- made to documents without ENGINEER's direction shall void ENGINEER's liability under this subsection. 2. Disclosure of Materials. It is expressly understood by CITY and ENGINEER that all reports, information, data and other materials prepared by ENGINEER pursuant to this Agreement, may be subject to disclosure under Idaho Code Title 9, Chapter 3, commonly known as the Idaho Public Writings Law. 3. Non-Discrimination. ENGINEER 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. 4. Americans With Disabilities Act. With specific respect to design requirements of the Americans with Disabilities Act of 1990 (ADA), CITY understands that legal interpretation of ADA is not a design professional issue to be addressed by ENGINEER and, accordingly, CITY agrees to waive any action against ENGINEER and agrees to indemnify and defend ENGINEER against any claim arising out of legal interpretation of the ADA other than for ENGINEER's sole negligence. Q. Fees and Conditions for Engineering Services 1. Payment for services is provided in accordance with the cost described in Exhibit which is attached hereto and incorporated herein by this reference, the same as it fully transcribed and copied. 2. Maximum Costs Bills shall list individual performing work and description of work performed. Bills shall be submitted on a basis to CITY Public Works Director for approval and payment. Payment is due upon receipt of ENGINEER's statcment(s). 3. CITY and ENGINEER may mutually agree to re-allocate task funding providing the "not to exceed price" described in Section II B 2 is unchanged. R. PROJECT Confidentiality: Maintaining confidentiality of PROJECT infonnation, including sensitive information about CITY and its critical water facilities, is a vital aspect of THE PROJECT. ENGINEER has years of experience maintaining information security on numerous projects with the government and confidential clients. All PROJECT communications and reports for THE PROJECT shall be password protected and report distribution shall be numbered, and controlled, in hard copy only. After THE PROJECT, ENGINEER shall return to CITY all documents obtained from CITY or generated during the course of this THE PROJECT. CITY may modify this approach prior to finalizing THE PROJECT contract documents, if so desired. S. Qualified Estimates of Cost The estimates of cost for THE PROJECT herein are to be prepared by ENGINEER through exercise of their experience and judgment in applying presently available cost data; but it is recognized that ENGINEER has 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 shall not vary AGREEMENT FOR PROFESSIONAL SERVICES SECURITY VULNERABILITY ASSESSMENT PAGE 8 OF ---PAGE BREAK--- from their cost estimates as a result of these described factors. Nothing in this paragraph shall serve to release or relieve ENGINEER from exercising the skill, care, and professional judgment exercised by similarly situated profession engineers. T. Modification 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. ENGINEER 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. U. Ownership and Publication of Materials. All reports, information, data and other materials prepared by ENGINEER 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. V. Non-discrimination. ENGINEER 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. AGREEMENT FOR PROFESSIONAL SERVICES SECURITY VULNERABILITY ASSESSMENT PAGE 9 OF ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. ENGINEER ABSG Consulting Inc. STATE OF UTAH ) ) ss. County of Salt Lake ) CITY City of Moscow, Idaho ATTEST: ACKNOWLEDGMENT On this il"h day of VIAl! , 2004, before me, a Notary Public in and for said State, appeared ::TlVi n V V\JSP , known to me to be the person named above and acknowledged that he/she executed the foregoing document as the duly authorized representative for ABSG Consulting Inc., dba ABS Consulting, with authority to bind ABSG Consulting Inc. to the terms of this Agreement. AGREEMENT FOR PROFESSIONAL SERVICES SECURiTY VULNERABILITY ASSESSMENT Notary Public for the State of tltah Residing at 11- / td f v· l My conm1ission expires G-1 2. '7J;fX{: PAGE 10 OF 1Ql0