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AGREEMENT FOR PROFESSIONAL SERVICES FOR PAVEMENT MATERIAL EVALUATION SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND GEOPROFESSIONAL INNOVATION CORP. THIS AGREEMENT FOR PROFESSIONAL SERVICES FOR PAVEMENT MATERIAL EVALUATION SERVICES (hereinafter "this Agreement"), made and entered into this 18th day of MAY 2017, by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and GeoProfessional Innovation Corporation, 6 O'Donnell Road, Pullman, Washington, 99163 (hereinafter "CONTRACTOR"). W I T N E S S E T H: WHEREAS, CITY intends to enter into an Agreement for Pavement Material Evaluation Services, and which is defined further hereinbelow (hereinafter "the PROJECT"); and WHEREAS, CONTRACTOR agrees to perform the various professional services required for the PROJECT; NOW, THEREFORE, it is agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION I Scope of Work for Pavement Material Evaluation Services CONTRACTOR shall furnish the following services for the PROJECT as outlined in Attachment of this Agreement, which is adopted and incorporated herein and as described generally below: Provide Pavement Material Evaluation Services on two segments of Third Street in Moscow, Idaho. These segments are identified as follows: Segment 1 : Third Street, between South Monroe and South Hayes Streets Segment 2: Third Street, between Home and Line Streets Exploration Coordinate exploration with CITY. Exploration is anticipated to occur over a one to two (1 - 2) day period, consecutively. CONTRACTOR understands CITY will provide traffic control during exploratory work. PROFESSIONAL SERVICES AGREEMENT GEOPROFESSIONAL INNOVATION CORPORATION PAGE 1 OF6 "2.0ll- o4l ---PAGE BREAK--- SECTION II Schedule and Estimated Fee Coring and sampling activities are anticipated to begin within three business days after issuance of written authorization to proceed. CONTRACTOR will remain flexible to help accommodate CITY's schedule for traffic control and patching. Laboratory testing will be complete within ten (10) days following sampling. A final summary report of laboratory test results will be available approximately one week following completion of laboratory testing. CONTRACTOR will deliver results to CITY as they become available. The total cost to CITY for Pavement Material Evaluation Services as described in Section 1, shall be a lump sum fee in an amount not to exceed Five Thousand Four Hundred Fifty Dollars ($5,450). If CITY requires CONTRACTOR to subcontract traffic control, this fee will increase by One Thousand Two Hundred Fifty Dollars ($1,250). CONTRACTOR will not exceed this amount without prior written approval from CITY. SECTION III A. Independent Contractor CITY and CONTRACTOR hereto warrant by their signature that no employer/employee relationship is established between CITY and CONTRACTOR by the terms of this Agreement. It is understood by the parties hereto that CONTRACTOR 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. Termination of Agreement This Agreement may be terminated by CONTRACTOR upon thirty (30) days prior written notice, should CITY fail to substantially perform in accordance with its terms through no fault of CONTRACTOR. CITY may terminate this Agreement with thirty (30) days notice without cause and without further liability to CONTRACTOR except as designated by this Section. In the event of termination, CONTRACTOR shall be paid for services performed to termination date, including direct expense and including a percentage of the Fee set out in Section 2 of this Agreement, based upon the work completed. All materials related to the PROJECT which have been produced by CONTRACTOR as part of PROJECT services shall become the property of, and shall be surrendered to, CITY at or before such termination. C. Extent of Agreement This agreement may be amended only by written instrument signed by both parties hereto. D. Data of Record CITY shall make available to CONTRACTOR all technical data of record in CITY' s possession required by CONTRACTOR relating to this PROJECT. PROFESSIONAL SERVICES AGREEMENT GEOPROFESSIONAL INNOVATION CORPORATION PAGE3 OF6 ---PAGE BREAK--- 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 ofldaho. In the event oflitigation 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. L. Binding of Successors CITY and CONTRACTOR 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. M. 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. CONTRACTOR may not subcontract or assign their 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 CONTRACTOR 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 services hereunder. CONTRACTOR further covenants that, in performing this Agreement, it will employ no person who has any such interest. P. Non-Discrimination CONTRACTOR 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. PROFESSIONAL SERVICES AGREEMENT GEOPROFESSIONAL INNOVATION CORPORATION PAGE50F6