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AGREEMENT FOR PROFESSIONAL SERVICES FOR COMPREHENSIVE WATER SYSTEM PLAN BETWEEN CITY OF MOSCOW, IDAHO AND HDR ENGINEERING, INC. THIS AGREEMENT FOR PROFESSIONAL SERVICES FOR COMPREHENSIVE WATER SYSTEM PLAN (hereinafter "this Agreement"), made and entered into this day of July, 2009, 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 HDR ENGINEERING, INC., a corporation of the State of Nebraska, licensed to conduct business in the State of Washington with offices at 2805 Saint Andrews Loop, Suite A, Pasco, Washington, 99301 (hereinafter "CONSULT ANT"). W IT N E S S E T H: WHEREAS, CITY intends to develop a Comprehensive Water System Plan (CWSP) intended to meet water system planning necessary to satisfy Idaho Department of Environmental Quality (DEQ) guidelines for projected system growth, State Funding programs, and responsible stewardship of the public system and which is defined further hereinbelow (hereinafter "the PROJECT"); and WHEREAS, CONSULT ANT 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 1 Scope of Work for Consulting Services CONSULTANT shall furnish the following consulting services for the PROJECT as outlined in Attachment of this Agreement, which is adopted and incorporated herein and as described generally below: Preparation of a Comprehensive Water System Plan (hereinafter "CWSP") in accordance with the detailed Scope of Services and consistent with Idaho Department of Environmental Quality and State ofldaho codes and regulations. SECTION2 A. Fees and Conditions for Consulting Services Maximum Costs for Basic Consulting Services Under Section 1 of this Agreement. The total cost to CITY for Consulting Services for the PROJECT as described in Section 1, shall be an amount not to exceed two hundred twenty three thousand dollars ($223,000) for work performed by CONSULTANT as shown in Attachment of this Agreement. In no PROFESSIONAL SERVICES AGREEMENT- PAGE I OF5 2.-o6q.q9 ---PAGE BREAK--- case shall the amount paid to CONSULTANT for work described in Section 1 be more than two hundred twenty three thousand dollars ($223,000). SECTION3 A. Independent Contractor CITY and CONSULTANT hereto warrant by their signature that no employer/employee relationship is established between CITY and CONSULTANT by the terms of this Agreement. It is understood by the parties hereto that CONSULTANT 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 CONSULTANT upon thirty (30) days prior written notice, should CITY fail to substantially perform in accordance with its terms through no fault of CONSULTANT. CITY may terminate this Agreement with thirty (30) days notice without cause and without further liability to CONSULTANT except as designated by this Section. In the event of termination, CONSULT ANT shalt 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 Deliverables, whether partially or fully completed, related to the PROJECT produced by CONSULTANT as part of PROJECT services shall become the property of, and shall be surrendered to, CITY at or before such termination. However, the CITY agrees that all deliverables provided or prepared by the CONSULTANT are intended for the purposes of this Agreement only and any reuse or modification of the Deliverables by the CITY or others for any other project or purpose shall be at the CITY's or other's sole risk and without liability to the CONSULTANT. CONSULTANT may retain copies of all deliverables for its records. 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 CONSULTANT all technical data of record in CITY's possession required by CONSULTANT relating to this PROJECT. E. Termination of the PROJECT If any portion of the PROJECT covered by this Agreement shall be suspended, abated, abandoned or terminated, CITY shall pay CONSULT ANT 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 this 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. PROFESSIONAL SERVICES AGREEMENT· PAGE20F 5 ---PAGE BREAK--- F. CITY's Responsibility for Special Costs and Rights-of-Way CITY shall pay for all costs for obtaining licenses and permits that may be required by local, State, and Federal authorities; and shall be responsible for securing necessary land, easements, and rights-of-way, where applicable. G. CONSULT ANT's Professional Liability Insurance In performance of professional services, CONSULTANT will use that degree of care and skill ordinarily exercised under similar by members of the consulting profession; and no warranty, either expressed or implied, is made in connection with rendering CONSULTANT's services. Should CONSULTANT or any of CONSULT ANT's agents or employees be found to have been negligent in the performance of professional services from which CITY sustains damage, CONSULTANT has obtained Professional Liability Insurance in the amount of One Million Dollars ($1,000,000), and said insurance shall be held active for a two year (minimum) period from the date of completion of the PROJECT. CITY shall receive notice of any pending termination of said insurance within five days of first notice to CONSULTANT. H. CONSULT ANT's Additional Insurance CONSULTANT shall maintain automobile insurance and statutory workers' 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 CONSULTANT shall cause CITY to be named as an additional insured under said policy. I. Indemnification CONSULTANT agrees, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liability and costs arising from the negligent acts of CONSULTANT in the performance of professional services under this Agreement, to the extent that CONSULTANT is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between CONSULTANT and CITY. CONSULTANT shall not be obligated to indemnify CITY for CITY's own negligence. 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 of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall PROFESSIONAL SERVICES AGREEMENT- PAGE3 OF5 ---PAGE BREAK--- be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. L. Binding of Successors CITY and CONSULT ANT 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. CONSULTANT 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 CONSULTANT 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. CONSU LTANT further covenants that, in performing this Agreement, it will employ no person who has any such interest. P. Non-Discrimination CONSULT ANT 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. Q. Payment of City Established Living Wage I Minimum Wage Required. As a condition of this Agreement, HDR shall pay to all laborers, mechanics, subcontractors, employees, agents, and assigns who perform services for City pursuant to this Agreement, working full time, the living wage I minimum wage established by Resolution 2006-18 or as established by duly adopted Resolution of the Moscow, Idaho City Council, whichever is greater, during the pendency of this Agreement. PROFESSIONAL SERVICES AGREEMENT- PAGE40F5 ---PAGE BREAK--- Such City living wage I minimum wage shall be that in effect on the date of execution of this Agreement. Failure to pay such living wage I minimum wage shall be considered to be a breach of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. CONSULTANT HDR Engineering, Inc. DATED this 3/ day of c)u/ t/ J CITY City of Moscow, Idaho ATTEST: , 20 oCJ. ACKNOWLEDGMENT STATE oF WaJ h/nJ /t;11 County of frZ?nlc./ i /J ) ) ss: ) On this 3 f day of Ju,/ t1 , 20 !Jt?f, before me, a Notary Public in and for said State, appeared Roy Cross, known ct6 me to be the person named above d acknowledged that he executed the foregoing as the duly authorized represe ve of HD . PROFESSIONAL SERVICES AGREEMENT- PAGE5 OF5