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IDAHO DEPARTMENT OF WATER RESOURCES NON-ELECTRIC DEMONSTRATION PROGRAM JURISDICTION CONTRACT CONTRACT #DWR-91-03-21-102-47 GENERAL PROVISIONS This Contract entered into between the IDAHO DEPARTMENT OF WATER RESOURCES and the CITY OF MOSCOW is made in reference to the following facts: RECITALS A. The Idaho Department of Water Resources has received moneys from designated petroleum violation funds from the U. S. Department of Energy. The ruling in United States vs. Exxon Corporation, 561 Supp. 816 D. C. March 25, 1983, J. Flannery) , provided for the distribution of these funds to the states under the procedures and standards of the Warner Amendment, Sec. 155, of the Further Continuing Appropriations Act, 1982 (PL. 97-377, 86 Stat. 1830 ( 1982) . B. The Idaho Department of Water Resources desires to implement, in part, the intent of the Warner Amendment through creating and funding a Non-Electric Residential Energy Conservation Standards Demonstration Project. The goal of this project is to provide Idaho jurisdictions energy-efficient and cost-effective non-electric residential energy standards for new construction. c. The Idaho Department of Water Resources and the Contractor desire to cooperate in implementing, in part, the project referred to in Recital B. by the execution of this Contract. Page 1 of 8 ---PAGE BREAK--- IN CONSIDERATION OF PROMISES STATED, THE PARTIES AGREE AS FOLLOWS: 1. Definitions A. The term "Department" or the acronym "IDWR" means the Idaho Department of Water Resources, 1301 North Orchard, Statehouse, Boise, Idaho, 83720, by and through its authorized representatives. B. The term "Contractor" means the City of Moscow, 122 E. 4th street, Moscow, Idaho, 83843, by and through its authorized representatives. c. The term "Standards" means the Non-Electric Residential Energy Conservation Standards, developed by tpe Idaho Department of Water Resources, which provides energy-efficient and cost effective non-electric energy standards for new homes. D. The acronym "EEM" means the Energy-Efficient Mortgage. E. The term "Jurisdiction" means the government of a county or municipality which is a general purpose government established under Idaho law and serving all residents of a political subdivision below the state level. F. The acronym "NWEC" means the Northwest Energy Code. 2. Designation of Contract Coordinator A. The Department's Contract Coordinator shall be Tom Connelly, who shall be the Department's representative for administration of this Contract. B. The Contractor's Contract coordinator shall be Gib Myers. Page 2 of 8 ---PAGE BREAK--- 3. Statement of Purpose The purposes of the Contract are: A. To revise the Contractor's current NWEC standards to incorporate energy-efficient and cost-effective energy standards for new single-family houses within Idaho that are not heated electrically. B. To codify the new standards as an energy code addendum which Idaho jurisdictions can voluntarily adopt and enforce. c. To demonstrate the new Standards by providing assistance to the City of Moscow in implementing the Standards. 4. Scope of Work A. Contractor Responsibilities The Contractor shall provide all personnel, expertise, materials, and equipment required to provide and complete the following professional services pursuant to the terms of this contract. 1. Task 1. With assistance from the Department, revise local NWEC standards so non-electric heated houses are covered under the NWEC. The new Standards shall be written in a suitable format for adoption as a local energy code addendum to the NWEC. 2. Task 2. Promote and publicize the Standards throughout its jurisdiction in an effort to adopt the Standards as a local building code. Page 3 of 8 ---PAGE BREAK--- Specific activities to be completed are: a) Conduct information meetings for interested trade groups such as builders, lenders, Realtors, appraisers; b) Conduct at least one public hearing meeting to consider adoption of the Standards. 3. Task 3. Provide, within its jurisdiction, shelter industry technical assistance on the Standards. 4. Task 4. Perform inspections, within its jurisdiction, on up to 20 homes built to the Standards. 5. Task 5. Record insights, experiences, lessons learned, and recommendations regarding the project and resulting effects in a final report to the Department, and for other Idaho jurisdictions' use. limited to: The final report shall include, but is not 1) An overview of all activities; 2) An evaluation of the effectiveness of project activities related to project goals and objectives; 3) Lessons learned; 4) Recommendations for modifications and addi tiona! activities required to improve project effectiveness. B. Department Responsibilities The Department shall: 1. Task 1. Make available to the Contractor for its promotiQnal activities data from actual monitoring of Residential Page 4 of 8 ---PAGE BREAK--- Gas Demonstration Project homes which document the energy use of non-electric houses built to the RGDP standards. 2. Task 2. Provide technical assistance, as requested by the Contractor, on the standards, plan checks, site inspections, and building methodology. 5 . Reporting A. The Contractor shall deliver the final report, referred to in Section 4.A.5., by June 30, 1991. 6. Compensation and Invoices A. The parties agree that this Contract is a fixed-price contract. B. The Contractor shall submit to the Department invoices for the completed services outlined in Section 4, Tasks 1-5, of this contract. All invoices shall contain the billing date, Contractor's name, address, telephone number, this Contract number, amount due, and period of service. C. The Department shall pay and the Contractor shall accept six-thousand dollars ( 000) for services satisfactorily completed under this Contract. D. The Department shall pay the Contractor said amount in two installments: 1) The Department shall pay the first installment in the sum of three thousand dollars ($3,000) following the Department's receipt and approval of an adequate invoice per Section 6. B. of this Contract, the successful negotiation and execution of this Contract, and completion of Tasks 1 and 2 Page 5 of 8 ---PAGE BREAK--- required in Section 4. A. of this Contract. The Department shall make every effort to approve and provide payment within thirty days of receipt of documents as outlined in this section. 2) The Department shall pay the second installment in the sum of three thousand dollars ($3,000) following the Department's receipt and approval of an adequate invoice per Section 6.B. of this Contract; completion of Tasks 3, 4, and 5 of Section 4. A. , and receipt and approval of the final report required in Section 5. of this Contract. The Department shall make every effort to approve and provide payment within thirty days of receipt and approval of the invoice and supporting documents. 7. Terms This Contract shall take effect at the time of execution and shall continue in effect until June 30, 1991, unless terminated earlier in accordance with the provisions of Section IV and V of the "Standard Contract Provisions." 8. General Terms and Conditions The Contractor shall abide by all terms and conditions contained in the Idaho Department of Water Resources, Energy Division "Standard Contract Provisions," attached hereto as Attachment A and incorporated herein by this reference. 9. Federal Provisions The Contractor shall abide by all federal provisions contained in the Idaho Department of Water Resources, Energy Division "Standard Federal Provisions" attached hereto as Attachment B and incorporated herein by this reference. Page 6 of 8 ---PAGE BREAK--- 10. Selection Procedure This Contract is for follow-up work to a previous Residential Gas Demonstration Project (RGDP) contract with the Contractor, IDWR-89-03-21-102-28. The selection procedure remains the same as was used for contracting with Idaho jurisdictions at that time under the RGDP, giving first priority to NWEC jurisdictions. 11. Duplicate originals This contract is executed in duplicate. Each of the two documents with an original signature of each party shall be an original. /Ill /Ill Page 7 of 8 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties have executed this Contract #DWR-91-03-21-102-47 on the date following their respective signatures. STATE OF IDAHO CITY OF MOSCOW DEPARTMENT OF WATER RESOURCES 82-6000227 Federal Tax I.D. Number June 25, 1991 Date Date APPROVED AS TO FORM Ranae Sande'fs Purchasing Officer Homan ty Attorney General D partment of water Resources Page 8 of 8 Date Date Date ---PAGE BREAK--- March, 1991 IDAHO DEPARTMENT OF WATERRES OURCES ENERGY DIVISION STANDARD CONTRA CT PROVISIONS I. DEFINITIONS ATTACHMENT A A. "Project Coordinator" shall mean that person appointed by the Department to administer this Contract on behalf of the Department and the term includes, except as otherwise provided in this Contract, an authorized representative of the Project Coordinator acting within the limits of his authority. B. "Subcontractor" shall mean one, not in the employment of the Contractor, who is performing all or part of those services under this Contract under a separate contract with the Contractor. The terms "subcontractor" and "subcontractors" mean subcontractor(s) in any tier. II. PROJECT COORDINATION A. All communications given to a party's Project Coordinator shall be as binding as if given to the party. B. The Department's Director or anyone authorized to act on his behalf, may change the Department's Project Coordinator at any time by written notice served on the Contractor. The Contractor may change its Project Coordinator by prior written notice served on the Department. C. The Contractor's Project Coordinator shall be the Contractor's representative for administration of this Contract and shall have full authority to act on behalf of the Contractor, unless specified otherwise in the main body of the Contract. III. LIMITATIONOF PROGRAM FUNDS A. The contractor acknowledges that the Department cannot obligate funds prior to obtaining funding approval. B. The Department certifies that state or federal funds are presently available and authorized for expenditure to pay the portion of contract costs which will accrue during the current state or federal fiscal year or applicable grant period. C. The Contractor agrees that all obligations of the Department, including the continuance of payments under this Contract, are contingent upon the availability and continued appropriation of funds. In no event shall the Department be liable for any payments in excess of approved or appropriated funds available for this project. IV. TERMINATIONFOR CONVENIENCE A. The Department may terminate for its convenience this Contract in whole or in part. In such event, the Department shall serve a written Notice of Termination on the Contractor. Notice of Termination shall be served by deposit in the United States mail, certified mail, return receipt Page 1 of 4 ---PAGE BREAK--- requested, with proper postage affixed. Notice of Termination shall be deemed served upon its receipt by the Contractor. B. The Contractor shall not incur after the date of service of the Notice of Termination any noncancellable obligations, except as authorized in the written Notice of Termination. C. A Notice of Termination shall be effective for professional and other services authorized in the Contract on the date of service of Notice of Termination. D. If a termination for the convenience of the Department is effected, an equitable adjustment in the payments authorized in this Contract shall be made. Such adjustments shall provide for payment to the Contractor for services rendered prior to the effective date of termination of the Contract and for all noncancellable obligations incurred prior to receipt of a Notice of Termination. E. The Department shall exercise its rights under this section only if one of the following events occurs: 1. Sponsoring federal agencies terminate funding for this Contract. When possible, and when agreed upon, this Contract may be modified to accommodate a reduction in funds. 2. Federal laws or regulations are modified in such a way that the services under this Contract are no longer authorized. F. In the event of termination, the Contractor shall submit a Final Report detailing all completed work on service required by this Contract. V. TERMINATIONFOR DEFAULT A. In addition to any termination of this Contract in accordance with Paragraph IV hereof, the Department may terminate this Contract in whole or in part because of the failure of the Contractor to fulfill its obligations. Upon receipt of such termination by the Department, the Contractor shall immediately discontinue all services affected. Oral notice of termination by the Department is effective when given. In the case of oral notice, the Department shall confirm with written Notice of Termination by deposit in the United States mail, certified mail, return receipt requested. B. If a termination for default is effected, an equitable adjustment in the payments authorized in this Contract shall be made. Such adjustments shall provide for payment to the Contractor for services rendered prior to the effective date of termination of the Contract and for all noncancellable obligations incurred prior to receipt of a Notice of Termination. C. The rights and remedies of the Department provided in this Contract are in addition to any other rights and remedies provided by law or under this Contract. VI. INDEMNIFICATION The Contractor agrees to indemnify and hold harmless the Department, the State of Idaho, and sponsoring federal agencies and their employees, from all liability and expense on account of claims, suits and costs growing out of or connected with negligent acts, errors, or omissions by the Contractor or its employees if any, provided, however, that the Department and sponsoring federal agencies shall not be relieved hereby from liability for their own negligence and that of their employees. Page 2 of 4 ---PAGE BREAK--- VII. TAXES The Contractor, with respect to its employees and those of its subcontractors, if any, shall pay, indemnify and save the Department harmless from the payment of all taxes and contributions imposed by federal and state laws with respect to said employees and their remunerations, including all interest and penalties payable under said laws as the result of noncompliance therewith. VIII. WORKER'S COMPENSATION INSURANCE The Contractor warrants that worker's compensation insurance is purchased for all employees of the Contractor engaged in the performance of this Contract and shall provide the Department with a Certificate of Insurance to verify the same within 15 days of the execution of the Contract. The Contractor shall notify the Department's Project Coordinator within five days of any change in the status of the Contractor's worker's compensation insurance. IX. RELATIONSHIP OF THE PARTIES A. The parties intend to create by the terms of this Contract the relationship of independent contractor between the Department and Contractor. B. The parties do not intend to create by the terms of this Contract the relationship of employer and employee. X. ASSIGNMENT OF BENEFITS AND DELEGATION OF DUTIES A. The Contractor shall not delegate any duties under this Contract or assign any benefits, including any moneys due or to become due hereunder, without the prior written consent of the Department. B. In the event a delegation of duties or an assignment of benefits is approved by the Department, the Contractor agrees to bind every such delegate or assignee to comply with the terms and conditions of this Contract. XI. WAIVER.MODIFICATION OR AMENDMENT No waiver, modification, or amendment of this Contract or of any covenants, conditions or limitations herein contained shall be valid unless in writing duly executed by both parties and the parties further agree that the provisions of this section may not be waived, modified, or amended except as herein set forth. XII. COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the Department shall have the right to annul this Contract without liability or in its discretion to deduct from the price of consideration, or other wise recover, the full amount of such commission, percentage, brokerage, or contingent fee. Page 3 of 4 ---PAGE BREAK--- XIII. RIGHTS IN DATA A. The Contractor agrees that all data, plans, drawings, specifications, reports, operating manuals, notes and other written documents produced in the performance of this Contract or in contemplation thereof, are subject to the rights of the Department and of the sponsoring federal agencies set forth in this paragraph. B. The Department and sponsoring federal agencies shall have the right to reproduce, publish and use all such documents or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any of such documents are copyrightable, the Contractor may copyright the same, except that, as to any such document which is copyrighted by the Contractor, the Department and sponsoring federal agencies reserve a royalty-free, non-exclusive, and irrevocable license to reproduce, publish and use such documents or any part thereof, and to authorize others to do so. C. The Department agrees to identify the Contractor or designate appropriate authorship, on all materials reproduced and published associated with the work performed under this Contract. XIV. RETENTION OF RECORDS AND ACCESS TO FACILITIES. PREMISES AND RECORDS A. The Contractor shall establish and maintain project budget accounts and records for work and services required by this Contract in accordance with generally accepted accounting principles and practices. Records shall be retained by the Contractor throughout the term of this Contract and for a period of three years following final settlement. B. At all reasonable times during the term of this contract and for a period of three years following fmal settlement, the Department, State of Idaho, sponsoring federal agencies, the Controller General and their authorized representatives shall have access at the Contractor's offices to records of the Contractor related to the services performed under this Contract for the purposes of inspection, audit and copying by the Department, State of Idaho, sponsoring federal agency, the Comptroller General, and their authorized representatives. In addition, the Contractor is required to comply with the requirements of the federal "Single Audit Act of 1984." The State's Legislative Auditor shall notify the Contractor of the Single Audit requirements upon completion of the Contractor's fiscal year. XV. ENTIRE AGREEMENT This Contract sets forth all the covenants, proviswns, agreements, conditions and understandings between the parties, and there are no covenants, provisions, agreements, conditions or understandings, oral or written, between them other than are herein set forth. XVI. EFFECT OF SECTION HEADINGS The section headings appearing in this Contract are not to be construed as interpretations of the text but are inserted for convenience and reference only. XVII. GOVERNING LAW This Contract shall be governed as to validity, construction and performance by the laws of the State of Idaho. The venue of any action brought by any parties to this Contract shall be in a State of Idaho District Court or the United States District Court for the District of Idaho. Page 4 of 4 ---PAGE BREAK--- IDAHO DEPARTMENT OF WATER RESOURCES ENERGY DIVISION STANDARD FEDERAL PROVISI ONS (For Contracts Funded by Grants & Cooperative Agreements With The U.S. Department of Energy or Bonneville Power Administration) ATTACHMENT B I. The Contractor understands and agrees that the moneys provided by the Department are received as described in the Recital A and that federal law restricts the use of said moneys. II. The Contractor agrees to comply with all applicable federal and state laws including, but not limited to, the following: A. DOE regulation 10 CFR 1040 (relating to Civil Rights Law Compliance). The signing of this Contact is intended to act as the written subrecipient assurance form as required in the Applicant Assurance of Compliance with the Department of Energy Regulation 10 CFR 1040 form. In accordance with this regulation, the Contractor agrees to comply with Title VI of the Civil Rights Act of 1964 (P.L. 88-352), including 42 U.S.C. Sec. 2000d, Sec. 504 of the Rehabilitation Act of 1973, as amended (P.L. 93-112), Title IX of the Higher Education Amendments of 1972, as amended (P.L. 93-568 and P.L. 94-482); Sec. 16 of the Federal Energy Administration Act of 1974, as amended (P.L. 93-275), Sec. 401 of the Energy Reorganization Act of 1974 (P.L. 93-438), the Age Discrimination Act of 1975 (P.L. 94-135), Title VIII of the Civil Rights Act of 1968 (P.L. 90-284), the Department of Energy Organization Act of 1977 (P.L. 95-91), the Energy Conservation and Production Act of 1976, as amended (P.L. 94-385) and all requirements imposed by or pursuant to, the Department of Energy Regulation 10 CFR 1040. The Contractor agrees, therefore, to assure that no person in the United States, shall, on the grounds of race, color, national origin, sex, age, or handicap, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity in which the Contractor received Federal assistance from the Department of Energy, through the Idaho Department of Water Resources. B. Requirements imposed by the Department or sponsoring federal agency concerning special requirements of law, program requirements, and other administrative requirements including but not limited to those found in OMB Circulars A-21, A-87, A-102, A-110, A-122, A-128, and A-133. C. Requirements contained in DOE regulations 10 CFR 600, Financial Assistance Rules, including 600.118conceming patents, inventions, and copyrights. The parties understand that 10 CFR 600.118 contains several alternate contract clauses. The parties intend to incorporate as if set out in full that clause contained in CFR 600.118, which by its terms applies to the type of contract entered into by the parties. D. As applicable, requirements contained in DOE Regulations 10 CFR 420 relating to the State Energy Conservation Program, 10 CFR 465 relating to Energy Extension Service, and 10 CFR 455, as amended, relating to grant programs for schools and hospitals. E. Requirements contained Executive Order 11246, (relating to Equal Employment Opportunity), as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (41 CFR Part 60). F. DOE regulation 10 CFR, Part 601, relating to lobbying. Page 1 of 2 ---PAGE BREAK--- G. DOE regulation 40 CFR, Part 248, relating as applicable to EPA restrictions on construction grants. H. In coordination with the Department, the National Historic Preservation Act (16 U.S.C. 470 et Executive Order 11593, the Historic and Archeological Data preservation Act of 1966 (16 U.S.C. 469, et (relating to identification and notification of properties suitable for the National Register of Historic Places; and mitigation of adverse effects upon such properties) and all federal regulations adopted under these provisions, including 36 CFR Part 800. I. Copeland "Anti-Kick Back" Act (18 U.S.C. 874) as supplemented in DOL Regulations (29 CFR, Part J. Davis-Bacon Act, as amended (P.L. 74-403, 40 U.S.C. 276a), and as supplemented by DOL regulations (29 CFR, Part 5) covered under page 1. K. Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by DOL Regulations (29 CFR, Part L. Clean Air Act of 1970 (42 U.S.C. 1857 tl and the Federal Water Pollution Act (33 U.S.C. 1251 tl as amended. M. Mandatory standards and policies relating to energy efficiency which are contained in the Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163). N. Minimum wage and maximum hours provisions of the Federal Fair Labor Standards Act, as applicable. 0. In connection with the performance of work under this agreement, the Contractor agrees not to employ any person undergoing sentence of imprisonment except as provided by Public Law 89-176, September 10, 1965 (18 U.S.C. 4082 and Executive Order 11755, December 29, 1973. P. No member of or delegate to Congress, or resident commissioner, shall be admitted to any share or part of this contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit. Q. The Contractor shall establish safeguards to prohibit employees from using their positions for a purpose that is, or gives the appearance of being, motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties. R. The Contractor shall assure that all publicity concerning the activities conducted under this grant or cooperative agreement program and publications prepared for use in the program acknowledges the Department and co-sponsorship by the funding agencies. S. The Contractor may publish the results of its work, subject to the patent and copyright provisions of this Contract. However, publications and reports prepared under this Contract shall acknowledge that the material was prepared for the Idaho Department of Water Resources, Energy Division, with funding provided by the U.S. Department of Energy. It shall also make the disclaimer that any opinions, fmdings, conclusions, or recommendations expressed in the report are those of the author(s) and do not necessarily reflect the views of the U.S. Department of Energy or IDWR." 2