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AGREEMENT FOR PROFESSIONAL SERVICES FOR SITE SURVEY OF 1912 MOSCOW HIGH SCHOOL WITNESSETH: WHEREAS, OWNER intends to contract with a professional organization for a site survey of the 1912 Moscow High School located at 410 E. Third Street in Moscow, Idaho (hereinafter referred to as the "PROJECT"); and WHEREAS, SURVEYOR agrees to perform the various professional services required for the site survey of the PROJECT; and NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows SECTION 1: SCOPE OF WORK SURVEYOR shall provide professional services for the PROJECT as outlined in this Agreement in accordance with the terms and conditions of this Agreement SURVEYOR'S services consist of the following Surveys describing physical characteristics, legal limitations and utility locations for the site of the existing Moscow 1912 High School, and a written legal description of the site. Boundaries of the survey will be as per attached Exhibit "An The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. The Project benchmark is the monument located on E. Third Street The developed plans shall be completed on AutoCAD Release Number 14 or a compatible electronic format Agreement for Professional Services for Site Snrvey of 1912 Moscow High School Page I of 8 99-52 ---PAGE BREAK--- SECTION II: CHANGES IN THE WORK (Change Orders) OWNER and SURVEYOR may make additions to the Scope of Work by written agreement. OWNER may omit work previously ordered, without penalty, by written instructions to SURVEYOR The provisions of this Agreement, with appropriate changes in SURVEYOR'S compensation and PROJECT schedule, shall apply to all additions and omissions. It is further agreed that the PROJECT is to be completed as described herein, and that OWNER shall retain the right to direct SURVEYOR to halt work, including any work in progress, at any time, without penalty, subject only to SURVEYOR'S right to compensation for work performed on the PROJECT up to the date SURVEYOR is directed by OWNER to halt work. SECTION III: INDEPENDENT CONTRACTOR The contracting parties warrant by their signature that no employer/employee relationship is established between SURVEYOR and OWNER by the terms of this Agreement. It is understood by the parties hereto that SURVEYOR is an independent contractor and as such neither it nor its employees, if any, are employees of OWNER for purposes of tax, retirement system, social security (FICA) withholding. SECTION IV: COMPENSATION For services performed pursuant to this agreement of the PROJECT, SURVEYOR shall be compensated a lump sum amount of Four Thousand Fifty Four and No One-Hundredths Dollars ($4,054 00). SECTION V: PAYMENT Payment for services rendered by SURVEYOR shall be in accordance with the following SURVEYOR shall submit a final bill for services performed under this Agreement at the time of completion. Payments for invoices prepared by SURVEYOR shall be due and payable net 30 days. SECTION VI: REIMBURSABLE EXPENSES Reimbursable expenses shall be paid in addition to the compensation for Scope of Work in this Agreement and any additional services and shall include actual expenditures made by SURVEYOR, its employees or its professional consultants in the interests of the PROJECT for the expenses listed below Agreement for Professional Services for Site Survey of 1912 Moscow High School Page 2 of 8 ---PAGE BREAK--- A If authorized in advance in writing by OWNER, expense of transportation and living when traveling in connection with the PROJECT; long distance telephone calls and telegrams; and fees paid for securing of approval of authorities having jurisdiction over the PROJECT. B. If authorized in advance in writing by OW1'-.'ER, SURVEYOR'S cost of reproducing documents in the interest of the PROJECT, as well as postage and shipping costs in the interest of the PROJECT. SECTION VII: TERMINATION OF AGREEMENT This Agreement may be terminated by SURVEYOR upon thirty (30) days' written notice, should OWNER fail to substantially perform in accordance with its terms through no fault of SURVEYOR. OWNER may terminate this Agreement upon thirty (30) days' written notice without cause and without further liability to SURVEYOR except as designated by this Agreement. All working drawings shall become the property of, and shall be surrendered to, OWNER. SECTION VIII: EXTENT OF AGREEMENT This Agreement may be amended only by written instrument signed by both parties hereto SECTION IX: DATA OF RECORD OWNER shall make available to SURVEYOR all technical data of record in OWNER'S possession, including maps, surveys, and other information required by SURVEYOR relating to this work SECTION X: TERMINATION OF PROJECT If any portion of the PROJECT covered by this Agreement shall be suspended, abated, abandoned, or terminated, OWNER shall pay SURVEYOR for the services rendered to the date of such suspended, abated, abandoned, or terminated work SECTION XI: OWNER'S RESPONSIBILITY FOR SPECIAL COSTS AND RIGHTS OF-WAY OWNER shall pay for all costs for obtaining licenses and permits that may be required by local, state, and federal authorities; and shall be responsible for securing necessary land, easements, and rights-of-way where applicable. Agreement for Professional Services for Site Survey of 1912 Moscow High School Page 3 of 8 ---PAGE BREAK--- SECTION XII: STANDARDS OF WORK SURVEYOR agrees that the performance of work described in this Agreement and pursuant to this Agreement shall be done in a professional manner and shall conform to professional standards and SURVEYOR will use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. SURVEYOR shall perform services as expeditiously as possible as is consistent with professional skill and care and the orderly progress of the work If not specifically agreed on, upon the request of OWNER, SURVEYOR will submit for OWNER'S approval a schedule for the performance of SURVEYOR'S services, which schedule shall be adhered to by SURVEYOR. After approval by OWNER, SURVEYOR shall not exceed the time limits established by the schedule. SECTION XIII: SURVEYOR'S INSURANCE SURVEYOR will maintain through this Agreement the following insurances A. Worker's compensation and employer's liability insurance as required by the State of Idaho. B. 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 $1,000,000 combined single limits; C Commercial general liability insurance covering claims for injuries to members of the public or damage to property of others arising out of any covered negligent act or omission of SURVEYOR or of any of its employees, agents, or subcontractors, witb $1,000,000 per occurrence and in the aggregate; D. Errors and Omissions insurance in the amount of Two Hundred Fifty Thousand Dollars ($250,000), and said insurance shall be beld active for a one year (minimum) period from the date of completion of the PROJECT OWNER 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. OWNER will be named as an additional insured with respect to SURVEYOR'S liabilities hereunder in insurance coverage's identified in items and and SURVEYOR and OWNER each waive subrogation as to said policies. SECTlON XIV: INDEMNITY AND HOLD HARMLESS A. SURVEYOR waives any and all claims and recourse against OWNER, 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 SURVEYOR'S performance of this Agreement, except for liability arising out of the sole negligence of OWNER or its officers, agents or employees. Agreement for Professional Services for Site Survey of !912 Moscow High School Page 4 of 8 ---PAGE BREAK--- B. SURVEYOR agrees to indemnify and hold harmless OWNER 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 asserted negligent act, error or omission of SURVEYOR or its agents, employees, subcontractors or consultants. This indemnity and hold harmless agreement shall not be limited by reason of the specification of any particular insurance coverage required under the terms of this Agreement SECTION XV: 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. SECTION XVI: 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 ofldaho, in and for the County of Latah. SECTION XVII: BINDING OF SUCCESSORS OWNER and SURVEYOR 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 SECTION XII : NO PRECLUSION Nothing in the Agreement precludes or is intended to preclude SURVEYOR from being awarded work on other aspects or Phases of the renovation of the former I 912 Moscow High School located at 410 E. Third Street, Moscow, Idaho. SECTION XIX: MODIFICATION AND ASSIGNABILITY OF AGREEMENT This Agreement contains the entire agreement between the parties for topographic survey services related to the renovation of the 1912 Moscow High School, 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. SURVEYOR 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 OWNER Any such consultant, subcontractor or assignee Agreement for Professional Services for Site Survey of 1912 Moscow High School Page 5 of 8 ---PAGE BREAK--- shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. SECTION XX: OWNER'S REPRESENTATIVES OWNER shall designate a representative authorized to act in behalf of OWNER. 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. SECTION XXI: CONFLICT OF INTEREST SURVEYOR 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 performance of its services hereunder. SURVEYOR further covenants that, in performing this Agreement, it will employ no person who has any such interest. SECTION XXII: CHANGES IN REGULATIONS SURVEYOR is to perform its work under the current federal, state, and local laws and regulations in full force and effect at the date of this Agreement. In the event that SURVEYOR is requested or directed to perform work, or amend work previously accomplished, due to unforeseen or unanticipated changes or additions to current laws or regulations, such work shall be deemed a change in scope of the work and shall be cause to amend this Agreement in respect to maximum cost by mutually agreeable amounts commensurate with the change in conditions. SECTION XXIII: SPECIAL PROVISIONS A Ownership and Publication of Materials. All reports, information, data, and other materials prepared by SURVEYOR pursuant to this Agreement shall be the property of OWNER, which shall be 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 OWNER. B. Non-Discrimination. SURVEYOR shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sexual orientation, gender, age, marital status, physical or mental handicap, or national origin. SURVEYOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, gender, sexual orientation, or national origin Such action shall include, but not be limited to, the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. agrees Agreement for Professional Services for Site Survey of 1912 Moscow High School Page 6 of 8 ---PAGE BREAK--- to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer ·setting forth the provisions of this nondiscrimination clause. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. SURVEYOR HODGE & ASSOCIATES, INC / I I r; fi , I By r1k, \J Lfrd v L