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CONTRACT FOR INSPECTION SERVICES This Agreement is made between the Regents of the University ofldaho, a public corporation, state educational institution, and a body politic and corporate organized and existing under the Constitution and laws of the state ofldaho ("Institution"), and the City of Moscow, a municipal corporation of the State ofidaho ("City"). RECITALS A. The City Council of the City has deemed it in the public interest to contract for services provided by the Institution; and B. Institution is willing to provide certain services to the City. 1.0 Scope of Services TERMS 1.1 Institution agrees to perform snch professional services as are set forth in this Agreement with the standard of professional care and skill customarily provided in the performance of such services, and City agrees to pay Institution such amounts as are specified in this agreement, all upon the following terms and conditions: 1 .2 Services to be Provided. Institution agrees to provide the City with the following plumbing and electrical services: 1.2.1 Institution will provide the City with one qualified journeyman plumber and one qualified journeyman electrician for inspection services and other related serviCes. 1.2.2 Institution will provide electrical and plumbing inspection service by individuals qualified to conduct electrical and plumbing inspections in the State ofidaho who will devote time and effort to the performance of these duties in accordance with the Standards of the Electrical and Plumbing profession. Duties shall include, but are not limited to, electrical and plumbing inspections, plan review, related record keeping, and identification of code violations. 1.2.3 Institution shall provide approximately sixteen (16) hours of electrical inspections services and sixteen (16) hours of plumbing inspection services per week, normally in segments of approximately eight hours each. Plumbing and electrical inspectors will report to the City at 8:00 a.m., Pacific Time, on Tuesdays and Thursdays to provide inspections and consultations. They will remain through the day or until the last scheduled appointment. Dependent upon scheduled workload, Institution will also provide inspectors on Mondays, Wednesdays, and Fridays, to perform critical inspections re-inspection after failed Contract for Consulting Services Page 1 2002-38 ---PAGE BREAK--- inspection). Hours worked for the prior month shall be reported to the City's Community Development Director on or before the fifteenth (151h) day of each month. 1.2.4 When Institution workload schedules permit, the Institution will provide qualified journeyman for backup to the above electrician in emergency situations and to cover for sick and annual leave. Backup for the plumber will be provided by the City. In addition, when requested and if the Institution workload schedules permit, Facilities Services Complex personnel may assist in major plan review activities at published Institution rates (see Attachment 1.2.5 Plumbing and electrical inspectors shall each schedule regular office hours weekly in City Hall for brief consultations. In addition, the Institution will make a good faith effort to provide inspectors for critical, non-scheduled inspections subject, however, to prior Institution need for the personnel. Also, dependent on workload, the Institution will provide access to inspectors by telephone at the Facilities Services Complex to return call for short consultations and scheduling. 1.3 Institution's liaison overseeing the services provided under this Agreement is its Assistant Director of Management Services, who is located at University ofldaho, Department of Facilities Maintenance and Operations, Moscow, ID 83844-2281; Voice: (208) 885-7354; Fax: (208) 885-57 48. 1.4 The parties may from time-to-time extend the scope of services and deliverables or omit services and deliverables previously ordered, and the provisions of this Agreement shall apply to all such additions and omissions. All such additions and omissions must be in a writing executed by both parties in order to be effective. 2.0 City's Rights and Obligations. 2.1 The contact person for this program from the City will be the Community Development Director. 2.2 The City, as directed by its Community Development Director, will provide office space and a parking permit to the Institution. The City will also provide all secretarial support (scheduling, permits, coordination, meetings, telephone calls, etc.) and code books, forms, and other offices supplies (from City facility). 2.3 The City will be responsible for all costs (registration, travel, expenses, etc.) for training of the inspector in each position (ICBO Inspector or its equivalent). Persons in each of the two positions may attend training not to exceed ten (1 0) working days per year per position. The Institution will pay one-half of the cost of training a new Institution inspector in either of the positions when there is a change of personnel within two years of the initial training in a position. The City will not be responsible for license fees or training necessary for maintenance of the inspector's journeymen licenses. Contract for Consulting Services Page 2 ---PAGE BREAK--- 2.4 The City will be the sole recipient of all permit fees. 3.0 Fees and Expenses. 3.1 City agrees to pay Institution for personnel services as provided in the attached reimbursement schedule (Attachment Charges will be renegotiated before the end of each current fiscal year (June 30'h) and they will be consistent with Institution's Facilities Maintenance and Operations then current charge out rates. 3.2 Institution agrees that Institution is solely responsible for payment of income, social security, and other employment taxes due to the proper taxing authorities, and that City will not deduct such taxes from any payments to Institution hereunder. 3.3 Fees for services not within the scope of this Agreement shall be at an hourly rate to be negotiated by the parties. 4.0 Term. The services to be rendered by Institution under this Agreement shall commence not later than July I, 2002, and be completed by June 30, 2003, with annual adjustments beginning June 30'h of each year to reflect the charge out rate for the following year. This tenn may be extended beyond such completion date agrees to the extension in writing. 5.0 Institution's Capacity and Responsibilities. It is expressly understood that Institution is an independent contractor and not the agent, partner, or employee of the City. Institution and Institution's workers are not employees of the City and are not entitled to tax withholding, Workers' Compensation, unemployment compensation, or any employee benefits, statutory or otherwise. Institution shall carry all necessary workers' compensation insurance and make all necessary employment security contributions and tax withholdings regarding personnel it provides under this Agreement. 6.0 Suspension or Termination of Contract. Either party may tenninate this Agreement for any reason upon one-hundred-twenty ( 120) days notice. In addition, Institution reserves the right to terminate this Agreement in the event that qualified employees are not available to perform these services. This Agreement may only be modified by mutual agreement of the parties in writing. Annual charge out rate modifications will be submitted by the Institution to the City and will be attached to the Agreement when approved. 7.0 Attorneys' Fees In the event of any controversy, claim or action being filed or instituted between the parties to this Agreement to enforce the terms and conditions of this Agreement or arising from Contract for Consulting Services Page 3 ---PAGE BREAK--- the breach of any provision hereof, the prevailing party will be entitled to receive from the other party all costs, damages, and expenses, including reasonable attorneys' fees, incurred by the prevailing party, whether or not such controversy or claim is litigated or prosecuted to judgment. The prevailing party will be that party who was awarded judgment as a result of trial or arbitration, or who receives a payment of money from the other party in settlement of claims asserted by that party. 8.0 Indemnification and Hold Harmless. City agrees to indemnify, defend, and hold harmless the state of Idaho and Institution and its governing board, officers, employees, and agents from and against any and all costs, losses, damages, liabilities, expenses, demands, and judgments, comi costs and attorney's fees, which may arise in connection with any act or omission of the Institution or its agents or employees, or that arise in connection with any act or omission of the City or its agents or employees, in any way related to the perforn1ance of services under this Agreement. The City will purchase and maintain comprehensive general liability insurance errors and omission coverage) in the amounts of $500,000 Combined Single Limits. 9.0 Notice. Any notice under this Agreement shall be in writing and be delivered in person or by public or private courier service (including U.S. Postal Service Express Mail) or certified mail with return receipt requested or by facsimile. All notices shall be addressed to the parties at the following addresses or at such other addresses as the parties may from time to time direct in writing: the Institution: Vice President for Finance and Administration University ofidaho P.O. Box 443145 Moscow, ID 83844-3145 Phone: (208) 885-6174 Fax: (208) 885-5504 with a copy to: Assistant Director of Management Services University of!daho P.O. Box 442281 Moscow, ID 83844-2281 Phone: (208) 885-7354 Fax: (208) 885-5748 Contract for Consulting Services Page 4 ---PAGE BREAK--- the Consultant: Community Development Director City of Moscow P.O. Box 9203 Moscow, ID 83843 Phone: (208) 883-7008 Fax: (208) 883-7033 Any notice shall be deemed to have been given on the earlier of: actual delivery or refusal to accept delivery, the date of mailing by certiiied mail, or the day facsimile delivery is verified. Actual notice, however and from whomever received, shall always be effective. 1 0.0 Entire Agreement; Modification. This Agreement (and its attachments, if any) constitutes the entire understanding between the parties with respect to the subject matter hereof and may not be amended except by an agreement signed by Consultant and an authorized representative of Institution. 11.0 Severability. The terms of this Agreement are severable such that if any term or provision is declared by a court of competent jurisdiction to be illegal, void, or unenforceable, the remainder of the provisions shall continue to be valid and enforceable. 1 2.0 Governing Law; Forum. This Agreement shall be governed by and construed under the laws of the state of Idaho. 13.0 Paragraph Headings. The paragraph headings in this Agreement are inserted for convenience only and shall not be construed to limit or modify the scope of any provision of this Agreement. 14.0 Non-Waiver. Contract for Consulting Services Page 5 ---PAGE BREAK--- The delay or failure of either party to exercise any of its rights under this Agreement for a breach thereof shall not be deemed to be a waiver of such rights, nor shall the same be deemed to be a waiver of any subsequent breach, either of the same provision or otherwise. 15.0 Assignment. Consultant may not assign the rights or delegate the obligations under this Agreement without Institution's prior written consent. I 6.0 Accounting; Audit. For a period of three years following completion of the services called for hereunder, Institution or its authorized representatives shall be afforded access at reasonable times to Consultant's accounting records relating to the services set forth herein in order to audit all charges for the services. 17.0 Equal Opportunity. Consultant agrees not to discriminate against any employee or applicant for employment in the performance of this Agreement, with respect to tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment, because of race, sex, color, religion, disability, status as a veteran, national origin or ancestry. Breach of this covenant may be regarded as a material breach of this agreement. 18.0 Representations and Warranties. Consultant represents and warrants the following: that it is financially solvent, able to pay its debts as they mature, and possessed of sufficient working capital to provide the equipment and goods, complete the services, and perform its obligations hereunder; that it is able to furnish any of the plant, tools, materials, supplies, equipment, and labor required to complete the services required hereunder and perform all of its obligations hereunder and has sufficient experience and competence to do so; that it is authorized to do business in Idaho, properly licensed by all necessary governmental and public and quasi-public authorities having jurisdiction over it and the services, equipment, and goods required hereunder, and has or will obtain all licenses and pern1its required by law; and that it has familiarized itself with the local conditions under which this agreement is to be performed. 19.0 Compliance with Rules, Regulations, and Instructions. Consultant shall follow and comply with all rules and regulations of the University and the reasonable instructions of University personnel. The University reserves the right to require the removal of any worker it deems unsatisfactory for any reason. Contract for Consulting Services Page 6 ---PAGE BREAK--- IN WITNESS WHEREOF, the City, by and through its Mayor and City Clerk, and the Institution, by and through its Vice President for Finance and Administration, have executed this Agreement to be effective the and year set forth herein. !Jrs// Chris Bainbridge, City Clerk Date: ·7;rJ Contract for Consulting Services Page 7 INSTITUTION: The Regents of the University of Idaho CITY: City of Moscow ---PAGE BREAK--- CONTRACT FOR INSPECTION SERVICES ATTACHMENT A Plumbing/Electrical Inspectors Billing Rates Fiscal Year 2003 (July 1, 2002 to June 30, 2003) Contract Rates: Plumbing Inspector Electrical Inspector Contract for Consulting Services Page 8 $40.00 per hour $40.00 per hour