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Mr. Les McDonald, P.E. Public Works Director City of Moscow 206 East Third Street Moscow, Idaho 83843 Dear Les: November 26, 2007 Proposal: MP07118 RE: PROPOSAL Soil Profile Inventory Third Street Pedestrian Bridge Moscow Idaho We are providing this proposal to perform a soil profile inventory for the proposed pedestrian bridge to be located at the existing eastern termination of Third Street in Moscow, Idaho. The purpose of the soil profile inventory will be to explore subsurface soil conditions in the vicinity of the proposed bridge project and provide the soil type( s) along with other geologic information such that a bridge manufacturer or contractor can use the information for the design of a foundation system. At the time of this proposal, this scope does not need to adhere to state or federal guidelines for design or exploration. STRATA is not tasked with a geotechnical evaluation of the results of exploration or laboratory analyses. The following summarizes our exploration and laboratory testing scope of services based on this understanding. PROPOSED CONSTRUCTION Third Street presently does not extend east, across Paradise Creek to intersect with Mountain View Road. We understand a citizens advisory committee is attempting to secure funds for a pedestrian bridge that with span the narrow creek. The type of bridge system is unknown and will be evaluated and supplied by contractor or bridge manufacturer capable of providing foundation and structural design of a system than may consist of a precast concrete structure. Some paving and site work is expected to transition into the existing pedestrian path along Mountain View Road. Stream flow hydrology, rip-rap design and site surveying will be performed by the City or possibly the bridge designers. SCOPE OF SERVICES To develop our geotechnical scope of services, we have discussed the project parameters and reviewed our preliminary scope with you. Based on our understanding of the proposed construction, our understanding of the limited soil profile inventory you have requested, we anticipate the following scope of services: 1. Perform a visual reconnaissance of Third Street in the vicinity of the planned bridge to review site surface conditions, existing drainage patterns and roadway alignment. Coordinate exploration locations with a utility locating company and the City of Moscow to help reduce the potential for damage to existing utilities. It will be necessary for www.stratageotech.com 1428 South Main Street. Moscow, Idaho 83843 P.[PHONE REDACTED] F.[PHONE REDACTED] 2007-50 ---PAGE BREAK--- Third Street Pedestrian Bridge Proposal No. MP07118 Page2 private property owners to identify any private utilities on the site. Locating companies will not identify private utilities, and damage to such facilities will be the existing property owner's responsibility. 2. Excavate 2 exploratory borings in the vicinity of the proposed bridge. Boring locations will be established, one at each side of the proposed bridge location pending site access and utility locations. An alternative for up to 4 borings at each corner of the Third Street termination is provided in the Schedule and Estimated Fees section of this proposaL Borings will be above the ordinary high water line and outside of delineated wetland boundaries. We understand traffic control and access permits ar not required by the City for working in the public right-of-way. Exploratory borings will extend 20 to 30 feet below the existing ground surface or to refusal on bedrock, debris, or obstruction. Rock coring will not be performed. Borings will be loosely backfilled at the conclusion of exploration. Borings will be plugged with bentonite at the surface and patched with asphalt, if necessary. Boring locations will not be landscaped or compacted. Soil encountered in the borings will be visually classified with reference to the Unified Soil Classification System (USGS). Soil profiles will be logged. The depth to groundwater, if encountered, will be recorded. Soil samples will be obtained at 5-foot-intervals. 3. Select disturbed and relatively undisturbed soil samples will be tested in our laboratory to evaluate some of the engineering properties of the soiL Laboratory tests will be accomplished with reference to ASTM procedures and may include, but are not limited to, in-situ moisture content, Atterberg limits, grain-size distribution, consolidation potential, and shear strength assessed via triaxial shear path (ASTM 04767). We have inlcuded 1 consolidation test and 1 triaxial shear path test in our fee estimate for this project. 4. Based on the subsurface soil conditions encountered during field evaluation and laboratory test results, boring logs will be drafted illustrating the soil profile in the locations explored. If an electronic topographic survey of the area is provided, STRATA will utilize it to draft an illustrative cross section showing the site surface and subsurface profile in the vicinity of the planned bridge. 5. Our field and laboratory evaluation will be summarized in a brief summary letter outlining the exploration methods and conditions encountered. Four copies of the letter will be provided with exploratory boring logs. The above scope of services does not include an environmental assessment, a wetlands study, surveying, or and engineering evaluation of foundations, walls, earthwork or other components of construction. Should information of this type be required, please contact us for a revised proposaL SCHEDULE AND ESTIMATED FEES Based on the described scope of services, we propose to perform the soil profile inventory on a lump sum basis for $4,870 for 2 exploratory borings. If additional subsurface information is desired, 2 additional borings (4 total) can be provided for a total lump sum fee for the soil profile Inventory of $6,650. The scope of services for the soil profile inventory and the associated fees are based on our understanding of the proposed construction and our understanding of the desired geotechnical investment at this time. OREGON www.stratageotech.com ---PAGE BREAK--- Third Street Pedestrian Bridge Proposal No. MP07118 Page 3 Our scope of exploration and laboratory services will be performed under the terms and conditions attached to this proposal as a professional agreement for services. Please review the attached General Conditions for Geotechnical Engineering Services. If the scope of services described herein and the attached terms and conditions are acceptable, please initial, sign, and return one copy to our office for our records. The signed General Conditions will serve as our authorization to proceed. We are prepared to initiate exploration the week of December 2, 2007 provided we receive authorization by November 29, 2007. Provided exploration is completed the scheduled week, our drafting and summary letter including laboratory testing can be accomplished by December 20, 2007. Verbal results and draft logs can be provided within a week of exploration. In order to accomplish this schedule, we will need ready access to an electronic site plan and topographic survey of the project area at the time exploration is accomplished. We appreciate the opportunity to present this proposal and look forward to working with you on this project If you have any questions or need more information, please give me a call. AJA/nl Sincerely, STRATA, Inc. A Ab Andrew J. Abrams, P.E. Project Engineer A A. v Travis J. Wambeke, P.E. Principal Engineer Attachment: General Conditions for Geotechnical Engineering Services UTAH www.stratageotech.com ---PAGE BREAK--- Project No./Proposal Date MP07118/ November 26, 2007 Project Name Third Street Pedestrian Bridge STRATA, INC. GENERAL CONDITIONS FOR GEOTECHNICAL ENGINEERING SERVICES Client Name City of Moscow, c/o Mr. les McDonald, P.E. Project Location Moscow. Idaho " " SCOPE OF SERVICES. STRATA Geotechmcal Engmeenng and Matenals Tesl!ng, Inc. (heremafter STRATA) shall perform the scope of services detailed in the proposal attached to these General Conditions. This Agreement may only be amended in writing and with the consent of both parties. STRATA can provide different levels of comprehensiveness in our services, for a corresponding increase or decrease in our fees. By signing the Agreement, Client acknowledges that it has reviewed STRATA's scope of services and agrees that it is reasonable and acceptable for the Project. STANDARD OF CARE. STRATA will perform our services using the customary care and skill employed by competent professionals performing similar services under similar circumstances in the project area, subject to any limitations or exclusions contained in our proposal or the scope of our services under this Agreement. STRATA is not responsible for the work or services performed by others, nor are we responsible for the safety of any persons or property, other than the safety of our own employees. STRATA does not warrant or guarantee our services. CLIENT RESPONSIBILITIES. Client will identify a representative who will be responsible for communications with STRATA and will be authorized to act fully on client's behalf. Before STRATA commences our services Client agrees to provide: a description of this Project; the location and a description of the property; access to the property; and the specific location of any underground utilities, structures, and known or suspected hazardous materials. If Client does not own the property, client agrees to provide timely written authorization from the appropriate party for STRATA to access the property and complete STRATA's scope of services. STRATA is not responsible for damage to underground utilities or structures which were not identified or otherwise made known to STRATA prior to us beginning the services. INVOICES AND PAYMENT. STRATA will invoice for services in accordance with the terms of our proposal or on a basis. All invoices are due on receipt and will be assessed a late payment charge of 1.5% per month if not paid within 30 days of the invoice date. If STRATA is not paid when due, we may suspend or terminate all services and Client will return to STRATA all copies of any reports, plans, specifications or other documents prepared by STRATA under this Agreement and will not rely on these documents or use them in any fashion, including not bringing suit against STRATA. CHANGED CONDITIONS. If, after execution of this agreement, STRATA discovers conditions or circumstances not anticipated by us, we will notify Client of the changed condition. Client agrees to negotiate an appropriate modification to this Agreement, including an appropriate modification to STRATA's fees. If STRATA and Client cannot agree on a revised scope of services or fee, either party may terminate this Agreement as set forth in Termination and Suspension. HAZARDOUS MATERIALS. STRATA services are limited to geotechnical engineering and do not include any investigation, detection, evaluation, or assessment of Hazardous Materials. Accordingly, our reports will not include any interpretations, recommendations, findings, conclusions or opinions regarding Hazardous Materials. Client agrees to defend, indemnify and hold STRATA harmless from any claims, liability, loss or damage that arise from, or are alleged to arise from, Hazardous Materials. "Hazardous Materials" includes but is not limited to, any toxic, noxious, poisonous, radioactive or irritating material, chemical or gas, and includes biological materials such as bacteria, viruses, fungi, spores and mold, and the emissions from biological materials. CERTIFICATIONS. STRATA will not execute any certification unless the exact form of such certification has been approved by STRATA in writing prior to execution of this Agreement. Any certification by STRATA is only an expression of our professional opinion based on the service STRATA has performed for Client and is not a guarantee or warranty of any fact, condition or result. SAMPLES. If STRATA provides in-house laboratory testing, we will preserve unused or remnant samples for 30 days after we issue the results of our testing, and unless otherwise agreed, will dispose of any non-contaminated materials thereafter. Samples contaminated with Hazardous Materials shall be removed and lawfully disposed of by Client. RELATIONSHIP OF THE PARTIES. STRATA will perform our services as an independent consultant with our employees under our sole direction and control. STRATA will have the full power, discretion, and authority to select the means, manner, and method of completing our services for individual Projects without detail, control, or direction. STRATA may subcontract for the services of others without obtaining Client's consent where STRATA deems it necessary or desirable to complete our scope of services. NON-SOLICITATION. The client /contractor agrees that during the term of this contract and for a period of two years after termination of this contract, for any reason, client/contractor shall not directly or indirectly, induce or encourage, or attempt to induce or encourage or otherwise counsel, advise, ask or offer any person who is, at the time, employed by STRATA, to leave the employ of STRATA, or to accept employment with another employer, including but not limited to client/contractor, or to become an independent contractor, or to offer employment to or hire such person. The parties agree that it would be impractical and very difficult to determine the amount of actual damages caused by a breach of this non solicitation provision. Therefore, the parties agree that in the event it is established that there has been a violation of the non-solicitation provision, the client/contractor shall pay to STRATA, as liquidated damages and not as a penalty, the sum of fifteen thousand dollars ($15,000.00) for each breach. • Revised 6/05 STRa.Ta. ---PAGE BREAK--- The parties agree that these liquidated 1ges represent reasonable compensation to STf T A for the loss which would be incurred by it due to any such breach, and nothing in\ . provision is intended to limit STRATA's right td dk and/or obtain injunctive or other relief as may be appropriate. SITE DISTURBANCE. In the normal course of our exploratory services, STRATA may cause some surface and subsurface disturbance. Restoration of the property is not included in STRATA's scope of services unless specifically included in the proposaL INDEMNITY. STRATA agrees to indemnify and hold Client harmless from and against claims, suits, liability, damages, and expenses, (including reasonable attorneys' fees) to the extent solely caused by STRATA's negligent performance of services under this Agreement. Client agrees to defend and indemnify STRATA against any and all claims, demands, suits, etc except as specifically provided herein. TERRORIST ACTIVITY. Client understands and agrees that STRATA is not responsible for damages to persons, property or economic interests arising from Terrorist Activity. Client will indemnify and hold STRATA harmless against all third-party claims for such damages that arise from, or are alleged to arise from, Terrorist Activity. The term "Terrorist Activity" means any deliberate, unlawful act that any authorized governmental official declares to be or to involve terrorism, terrorist activity, or acts of terrorism; or that involves the use or threat of force, violence, or harm to·. promote or advance a political, ideological, or religious cause or objective; influence, disrupt, or interfere with a government; intimidate, coerce, or frighten the general public; or disrupt or interfere with any segment of a national economy. LIMITATION OF LIABILITY. Client agrees to limit STRATA's total aggregate liability to Client and all third parties arising from any alleged negligent acts, errors or omissions, such that the total aggregate liability of STRATA, including but not limited to attorney's fees and costs, shall not exceed the greater of $25,000 or STRATA's total fee for the services rendered on this Project. If Client wishes to increase this limitation amount, we can negotiate a higher limit in exchange for an appropriate increase in fee to reflect the change in risk allocation. Client further agrees to make this limitation of liability a part of any contract with all consultants or contractors hired by you, and to require any such consultant or contractor and its subconsultants and/or subcontractors to include an identical limitation of STRATA's liability for any damages suffered by such consultant, contractor, subconsultant, or subcontractor. Client and STRATA agree that neither will be liable to the other for any consequential or incidental damages. SURVIVABIUTY. The indemnity obligations and the limitations of liability established under this Agreement shall survive the expiration or termination of this Agreement. If STRATA provides additional services under this Agreement or any amendment to it, this Agreement's indemnity obligations and limitation of liability will apply to all such services. NO JOINT AND SEVERAL LIABILITY. STRATA shall not be jointly or severally liable for any damage of any kind or nature, including loss or damage of any kind to land or any structures or other improvements planned, designed, constructed or remodeled on the property which is the subject of this Agreement, or for any personal injury, including death, arising out of or resulting from any struclural plan, design or construction, or the remodeling of any structure placed on the property which is the subject of this Agreement, unless said loss or damage or injury is the direct and proximate result of the sole negligence of STRATA. TERMINATION A'ND SUSPENSION. Client or STRATA may terminate or suspend this Agreement upon seven days written notice delivered personally or by certified mail to the other party. In the event of termination, other than caused by a material breach of this Agreement by STRATA, Client shall pay for all of STRATA's services performed through the date of termination, and for any necessary services and expenses incurred in connection with the termination of this Project. STRATA shall not be liable to Client for any failure or delay in performance due to circumstances beyond STRATA's controL DISPUTE RESOLUTION. No action may be instituted or prosecuted in any court related to any dispute arising from or in connection with this Agreement unless the party wishing to institute such action first demands in writing, and participates in good faith, in a non-binding facilitated mediation of the dispute. Each party will pay its own costs and fees of mediation, and the fees and costs of the mediator shall be shared equally between the parties. The mediation shall be conducted by a mutually agreed to mediator selected by the parties from the roster of civil mediators approved by the Idaho Supreme Court. In the event the parties cannot reach agreement on an approved mediator, either part may petition the District Court of the Fourth Judicial District in Ada County, Idaho for the appointment of a qualified and approved mediator. A respondent's refusal to mediate relieves the other party from the mediation requirement. CONTROLLING LAW. The laws of the State of Idaho govern the interpretation and enforcement of this Agreement, and the venue for any legal dispute shall be in Boise, Ada County, Idaho. INTEGRATION SEVERABILITY. The attached proposal and these General Conditions reflect the entire Agreement between STRATA and Client. If any portion of the Agreement is found to be void, such portion shall be stricken and the Agreement shall be reformed to as closely approximate the stricken portions as the law allows. OWNERSHIP OF DOCUMENTS. Provided STRATA is paid in full, we grant Client a non-exclusive license to use the Drawings, Specifications, Reports or other documents prepared by STRATA for this Project. STRATA owns the Drawings, Specifications, Reports and other documents, or copies of any of these documents. Client will defend, indemnify and hold STRATA harmless from and against any action or proceeding brought by third parties that obtain the document from the Client, either directly or indirectly, and in any manner, use or rely on the documents without STRATA's prior written consent. ACCEPTANCE OF GENERAL CONDITIONS AND AUTHORIZATION TO PROCEED: If Client gives verbal authorization to proceed and does !fbje<; to the Genera19od}li9ns outlined above within 7 days, Client agrees to be bound by these terms. / _ - · , I ' r 1 / 1 - ' r- ' fi Signature l I IJ:/liJ/1'' Title: 1\v\ ft";_ - - - ti' Date:/: - v J Revised 6/05 • STFta.Ta. , ' 'I lnitialS:;-,4 \