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AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES REINA TED TO MOSCOW DOWNTOWN REVITALIZATION This Agreement for Professional Engineering Services Related to Moscow Downtown Revitalization. made and entered into this :t:df:_ day of. JUI!Ii!:, 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 Hodge & Associates, Inc., 405 South Washington Street, Moscow, Idaho, 83843 (hereinafter referred to as "ENGINEER"). W I T N E S S E T H: WHEREAS, CITY has been awarded a Community Development Block Grant by the Idaho Department of Commerce (hereinafter "Grant"); and WHEREAS, such Grant includes sidewalk improvement and/or replacement for areas around City Hall and the Moscow Police Department; development of a parking lot east of Jefferson between Second and Third Streets; Friendship Square reconstruction; and sidewalk renovation throughout the downtown business core in order to bring it into ADA Compliance (hereinafter "Project"); and WHEREAS, a selection panel formulated by the CITY selected the above-referenced ENGINEER to complete the Scope of Work identified herein; and WHEREAS, ENGINEER has prepared the Scope of Work which is attached hereto as Exhibit and WHEREAS, CITY wishes ENGINEER to complete the Scope of Work pursuant to this Agreement; NOW, THEREFORE, be it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION 1: SCOPE OF WORK A. ENGINEER Deliverables ENGINEER shall provide public outreach, design and engineering services for improvements identified and approved for the Moscow Downtown Revitalization Community Development Block Grant. The Project will include structural improvements to the portion of Fourth Street called Friendship Square, replacement of Friendship Square amenities, improvement of public walks and accessibility in selected areas throughout the downtown including, but not limited to, sidewalk improvement and/or replacement for areas around Moscow City Hall and Moscow Police Department, and improvements to the existing gravel parking lot located on Jefferson Street between Second Street and Third Street. ENGINEER will prepare base maps from electronic data provided by CITY. The City Works Department will provide topographical mapping of the existing gravel parking lot located at Third and Jefferson Streets and ENGINEER will provide topographical mapping of Friendship Square. ENGINEER will solicit and facilitate public input for the portion of the Project related to Friendship Square. The public input process will require presentations by ENGINEER to the City-appointed Steering Committee and to the City Council and Council Works/Public Finance Committee. PROFESSIONAL SERVICES AGREEMENT- HoDGE & Assoc. PAGE 1 OF5 2004-26 ---PAGE BREAK--- B. CITY Deliverables CITY shall provide to the ENGINEER in relationship to the Project all necessary documents, permits, permissions, and authorities to complete the Project as described herein and shall pay to the ENGINEER an amount not to exceed forty eight thousand eight hundred sixty two dollars ($48,862) as described hereinbelow for ENGINEER's performance of Scope of Work. SECTION II: A. 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, or social security (FICA) withholding. B. Fees and Conditions for Engineering Services I. Payment for services is provided in accordance with the cost described in the following Section II B 2. 2. Maximum Costs Section I - The cost for engineering services for Project as described in Section I, Scope of Work, is a not-to-exceed fee of forty eight thousand eight hundred sixty two dollars ($48,862) with payment based on Exhibit Scope of Work, which shall include all fixed fees (profit), overhead, and direct costs. Bills submitted to CITY by ENGINEER shall list individual performing work and description of work performed. Bills shall be submitted on a basis to the City Engineer for approval and payment. Payment is due upon receipt of ENGINEER's statement(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. SECTION III: A. 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 with thirty (30) days notice without cause and without further liability to ENGINEER except as designated by this section. In the event of termination, ENGINEER shall be paid for services performed to termination date, including direct expense and including a percentage of the fixed fee based upon the work completed. All working Drawings shall become the property of, and shall be surrendered to, CITY. PROFESSIONAL SERVICES AGREEMENT- HODGE & ASSOC. PAGE20F5 ---PAGE BREAK--- B. Extent of Agreement This Agreement may be amended only by written instrument signed by both parties hereto. C. Data of Record CITY shall make available to ENGINEER all technical data of record in CITY's possession, including maps, surveys, borings and other information described in Section I. B. to ENGINEER supporting this work. D. Qualified Estimates of Cost The estimates of cost for 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 Project construction costs will not vary 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. E Termination of Project If any portion of Project covered by this Agreement shall be suspended, abated, abandoned or terminated, CITY shall pay ENGINEER for the services rendered to the date of such suspended, abated, abandoned or terminated work; the payment to be based, insofar as possible, on the amounts established in this Agreement or, where the Agreement cannot be applied, the payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties as to the percentage of the work completed. F. ENGINEER's Errors and Omissions Insurance In performance of professional services, ENGINEER will use that degree of care and skill ordinarily exercised under similar circumstances by members of the engineering profession; and no other warranty, either expressed or implied, is made in connection with rendering ENGINEER's services. Should ENGINEER or any of ENGINEER's agents or employees be found to have been negligent in the performance of professional services from which CITY sustains damage, ENGINEER has obtained Errors and Omissions Insurance in the amount of Five Hundred Thousand Dollars ($500,000), and said insurance shall be held active for a two year (minimum) period from the date of completion of Project. CITY shall receive notice of any pending termination of said insurance within five days of first notice to ENGINEER. G. ENGINEER's Additional Insurance ENGINEER shall maintain Automobile Insurance and Statutory Workmen's Compensation Insurance coverage, Employer's Liability, and Comprehensive General Liability Insurance coverage. The Comprehensive General Liability Insurance shall have a minimum limit of Five Hundred Thousand Dollars ($500,000) per claim and One Million Dollars ($1,000,000) aggregate, and ENGINEER shall cause CITY to be named as an additional insured under said policy. PROFESSIONAL SERVICES AGREEMENT- HOOGE & ASSOC. PAGE30F5 ---PAGE BREAK--- H. Indemnification ENGINEER agrees, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of ENGINEER in the performance of professional services under this Agreement, to the extent that ENGINEER is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between ENGINEER and CITY. ENGINEER shall not be obligated to indemnify CITY for CITY's sole negligence. l. 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. J. 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. K. 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 partner, successors, assigns and legal representatives of such other parties with respect to all covenants of this Agreement. L. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties concerning 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. M. 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. N. Conflict of Interest ENGINEER covenants that they presently have no interest and will not acquire any interest, direct or indirect, in Project which would conflict in any manner or degree with the performance of services hereunder. ENGINEER further covenants that, in performing this Agreement, they will employ no person who has any such interest. PROFESSIONAL SERV!CES AGREEMENT- HODGE & ASSOC. PAGE40F5 ---PAGE BREAK--- 0. Ownership and Publication of Materials. All reports, information, data and other materials prepared hy 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. P. 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. ENGINEER Hodge & Associates, Inc. DATED this[£_ day of CITY City of Moscow, Idaho , 2004. ACKNOWLEDGMENT STATE OF IDAHO ) ss. COUNTY OF LATAH ) PROFESSIONAL SERVICES AGREEMENT- HODGE & ASSOC. PAGE50F5 ---PAGE BREAK--- A 8 NO. SERVICE DESCRIPTION 1 r+ RATE + A BASE DATA INVESTIGATION Review City base map info. Verify existing conditions on site (mark areas in the field for removal - review w/ City representative) i- Create base maps SUBTOTAL HOURS 1t SUBTOTAL FEES it B SCHEMATIC DESIGN -IT Meet with Advisory Committee ii Schematic design ii; Review avail. data & program -Tif Pre-design meeting with Client Develop alternative themes fa Budget analysis and cost estimate Ts Meet with Advisory Committee Meet withPub!ic Works Committee SUBTOTAL HOURS ! SUBTOTAl FEES PRELIMINARY CONSTRUCTION .1.i B DOCUMENTS Break-up project limits into A preliminary plan set Identify franchise utilities on base .22. map where information is available Identify items to be replaced on base .11. map Obtain product data for selected .22. replacements Propose items for those not already .22. selected as followed: Hardscape design/paving in Friendship Square * Bo!!ards Banner poles Drinking fountain 34 Plant materia! at parking lot " Tree grates or pavers -fr Catch basin grates it Benches and trash receptacles jt Review selected items with Client Prepare preliminary construction drawings Prepare draft specifications 4 Construction cost estimate Meet with Advisory Committee Meet with and submit preliminary CO's to Client * Present to City Council SUBTOTAL HOURS SUBTOTAL FEES FINAL CONSTRUCTION c DOCUMENTS Revise construction documents per ..itl. c!lent review Revise technical specifications per client review _g Respond to review comments 52 Final cost estimate MOSCOW DOWNTOWN REVIT AUZA TION DESIGN ENGINEERING SERVICES PROPOSAL 4M6-04 Revised 6-11-04 Revised 6-14-04 c I 0 E I F G I PRINCPL ENG.!LA EIT CAOD 2-MAN SURV 110 80 60 60 110 0 8 0 18 0 8 22 0 2 0 33 142 2 66 2 H I J SUB TOTAL TOTAL 35 0 $ 1,720 0 $ 3,580 8 $ 14,035 Prepared by Hodge & Associates, lnc. Page 1 of 2 ---PAGE BREAK--- i ' Meet with and submit complete bid package to Client Prepare final bid package Present to City Council SUBTOTAL HOURS SUBTOTAL FEES 0 BIDDING PHASE Bid advertisement Pre-bid conference Contractor clarification Bid opening/tabulation Analysis and recommend award Issue Notice to Proceed SUBTOTAL HOURS SUBTOTAL FEES E CONSTRUCTION PHASE Pre-construction conference Review submittals Construction staking {estimated) Construction inspection (15 visits) Inspection reports Substantial Completion inspection Punch list Final Acceptance inspection Project closeout As-constructed drawings SUBTOTAL HOURS SUBTOTAL FEES F TOTAL HOURS PRIME CONSULT ANT FIXED FEE SUBCONSULTANT FEES {cost G plus 10%) Electrical consultant (see attached breakdown) Testing fees {estimated fee attached- dependent on actual number of tests required) H REIMBURSABLE$ Printing Photographs Long distance telephone SUBTOTAL TOTAL CONSULT ANT FEES J EXTRA SERVICES Unscheduled meetings Construction period longer than three calendar months Topographical survey for Friendship Square MOSCOW DOWNTOWN REV IT AUZA T!ON DESIGN ENGINEERING SERVICES PROPOSAL 4-6-04 Revised 6-11-04 Revised 6-14-04 7.5 23 0 26 10 0 0 6 55 4 4 51.5 238 6 114 0 2 $ 4,620 0 3 $ 1,455 24 2 $ 8,250 26 15 $ 33,660 500 50 50 $ 600 $ 47,862 1, Prepared by Hodge & Associates, Inc. Page 2 of 2 ---PAGE BREAK--- Owner: CITY OF MOSCOW Design Professional: HODGE & ASSOCIATES Exhibit A Idaho Community Development Block Grant (ICDBG) Agreement Attachment between City of Moscow and Design Professional 1) Time of Perfom1ance The Design Professional's schedule for preparing and delivering shall be as follows: L Draft Bidding Documents and Drawings for review by applicable regulatory agencies and Owner within 180 calendar days of the execution of the agreement between the Owner and Design Professional. 2) Design within Funding Limitations The Design Professional shall perform services required under this Agreement in such a manner so as to cause an award of a Construction Contract(s) that does not exceed $492,298. This fixed limit shall be called the Maximum Construction Contract Cost The amount may be increased by the Owner, but only with written notice to the Design Professional. If the increase results in a change to the scope of work, an amendment to this Agreement will be required. The Design Professional and the Owner may mutually agree to decrease the Maximum Construction Contract Cost, but only by signing a written amendment to this Agreement. Should bids for the Construction Contract(s) exceed the Maximum Construction Contract Cost, the Owner has the right to require the Design Professional to perform redesigns, modify the drawing and specification as necessary, assist in the second bidding process as for the first bidding, to cause an award of the Construction Contract within the Maximum Construction Contract Cost without additional compensation or reimbursement. * total construction cost estimate plus I 0% contingency 3) Documents Incorporated by Reference The Owner's application to the Department for ICDBG funding, dated November 21, 2003, and addendum dated March 5, 2004, and all applicable federal and state statutes and regulations are incorporated into this contract. 4) Presentation to Idaho Economic Advisory Council The reasonable expenses of travel costs and presentation materials incurred by the Design Professional for the Economic Advisory Council presentation are considered reimbursable expenses not to exceed the maximum amount of$1,000. 5) Ownership of Document. All drawings, specifications, studies, and other material prepared under this contract shall be the property of the Owner and at the termination or completion of the Design Professional's services shall be delivered to the Owner. The Design Professional shall have no claim for further employment or additional compensation as a result of exercise by the Owner of its full rights of ownership. It is understood, however, that the Design Professional does not represent such data to be suitable for re-use on any other project or for any other purpose. If the Owner re-uses the subject data without the Design Professional's written verification, such reuse will be at the sole risk of the Owner without liability to the Design Professional. 6) Act Superior Wherever provisions of the ICDBG Agreement Attachment are in conflict with the provisions of other forms of agreement or exhibits, the provisions of this attachment shall control and supersede. ---PAGE BREAK--- 7) Debarment The Design Professional by executing this contact certifies neither he/she nor any firm, corporation, partnership or association in which he/she has a substantial interest is designated as an ineligible firm by the Comptroller General of the United States pursuant to Section 5 .6(b) of the Regulations of the Secretary of Labor, Part 5 (29 CFR, Part 8) Reports and Information The Design Professional will maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this contract and such other records as may be deemed necessary by the Owner to ensure proper accounting for all project funds, both federal and non-federal shares. OThese records will be made available for audit purposes to the Owner or its authorized representative, and will be retained for three years after the expiration of this contract. 9) Access to Records It is expressly understood that the Design Professional's records relating to this contract will be available during normal business hours for inspection by the Owner, the Department, the U.S. Department of Housing and Urban Development, the U.S. Comptroller General, Office of Inspector General, and, when required by law, representatives of the State ofldaho. 1 0) Employee-Employer Relationship The contracting parties warrant by their signature that no employer-employee relationship is established between the contractor and the Owner by the terms of this contract. It is understood by the parties hereto that the Design Professional is an independent contractor and as such neither it nor its employees, if any, are employees of the Owner for purposes of tax, retirement system or social security (FICA) withholding. II) Design Professional's Insurance The Design Professional warrants that it has obtained, and will maintain at its expense for the duration of this Contract, statutory worker's compensation coverage, employer's liability and comprehensive general liability insurance coverage for its principals and employees for the services to be performed hereunder. The comprehensive general liability insurance shall have, at a minimum, a coverage limit of at least five hundred thousand ($500,000) per occurrence, and one million dollars ($1,000,000) aggregate. 12) Conflict ofinterest The Design Professional warrants that it presently has no interest and will not acquire any interest, direct or indirect, in the ICDBG project that would conflict in any manner or degree with the performance of its services hereunder. The Design Professional further covenants that, in performing this contract, it will employ no person who has any such interest. Should any conflict of interest, as defined by the ICDBG Administrative Rules, arise during the performance of this contract, it will be disclosed and managed according to the ICDBG rules. 13) Modification and Assignability of Contract This contract contains the entire agreement between the parties, and no statements, promises or inducements made by either party or agents of either party, that are not contained in the written contract, are valid or binding. This contract may not be enlarged, modified or altered except upon \Vritten agreement. The Design professional may not subcontract or assign its rights (including right to compensation) or duties arising hereunder without the prior written consent of the Owner and the Idaho Department of Commerce. Any subcontractor or assignee will be bound by all of the terms and conditions of the Agreement. 14) Section 109 of the Housing and Community Development Act of 1974 The Design Professional will comply with the following provision: No person in the United States may, on the grounds of race, color, national origin or sex, be excluded from participation in, be denied the ---PAGE BREAK--- benefits of or be subjected to, discrimination under any program or activity funded in whole or in part, with the funds made available under this title, Any prohibition against discrimination on the basis of age under the Age Discrimination Act of 197 5 or with respect to an otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 will also apply to any such program or activity, 15) Section 3 of the Housing and Urban Development Act of 1968 The Design Professional will ensure that, to the greatest extent feasible, opportunities for training and employment arising in connection with this ICDBG assisted project will be extended to lower income project area residents, Further, the Design Professional will, to the greatest extent feasible, utilize business concerns located in or substantially owned by residents of the project area in the award of contracts and purchase of services and supplies. 16) Minority Business Enterprise Consistent with the provisions of Executive Order 11246 and OMB Circular A-102, Attachment 0, the Design Professional will take affirmative steps to ensure minority businesses are used when possible as sources of supplies, equipment, and construction and services. Additionally, the Design Professional must document all affirmative steps taken to solicit minority businesses and forward this documentation along with the names of the minority subcontractors and suppliers to the Owner upon request. 17) Nondiscrimination The Design Professional will not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental handicap or national origin. Signed: DESIGN PROFESSIONAL: 'KJ 'V My Commission