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AGREEMENT FOR PROFESSIONAL WATER CONSERVATION EDUCATIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND PALOUSE-CLEARWATER ENVIRONMENTAL INSTITUTE THIS AGREEMENT FOR PROFESS'JONAL WATER CONSERVATION EDUCAJf:ONAL V . (hereinafter referred to a 'AGREEM ·NT), made and entered into this 3f day of 2012, by and between the City of Mo cow, Idaho, a municipal corporation of the State of Idafio, 206 East Third Street, Mo cow Idaho 83843 (hereinafter referred to as "CITY"), and Palouse Clearwater Environmental Institute, a 501 ( c nonprofit corporation of the State of Idaho, I 040 Rodeo Drive, Moscow, Idaho, 83843 (hereinafter referred to as "VENDOR"). W I T N E S S E TH: WHEREAS, CITY wishes to continue, within the guidelines established by CITY, a Water Conservation Public Infonnation and Education Program (PIE) (hereinafter referred to as "the PROJECT"); and WHEREAS, it is CITY's intent to hire VENDOR to continue the PROJECT; NOW, THEREFORE, be it agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION I: SCOPE OF WORK A VENDOR shall provide professional services for the PROJECT as outlined in Attachment (Scope of Work) to this AGREEMENT and in accordance with the terms and conditions of this AGREEMENT. B. CITY Deliverables. CITY agrees as part of special provlSlons, that CITY shall provide the requested reasonable drawings, documentation, and infonnation that shall allow VENDOR to complete the above Scope of Work. The requested infonnation shall cover historical water use and aquifer infonnation, water quality, common customer complaints and issues, information and data standard to and in the water utility industry, individual customer infonnation as needed and where appropriate (with customer consent). CITY shall provide, or shall allow VENDOR to take photographs of people and facilities as needed. CITY shall also provide access to staff and management as needed for VENDOR to complete the tasks outlined in the Scope of Work. SECTION II: A Compensation and Tenn. For the services perfonned pursuant to this AGREEMENT, VENDOR shall be compensated in a stipulated sum not to exceed Fifteen Thousand Dollars ($15,000) to include Reimbursable Expenses as described in this AGREEMENT. The tenn of this AGREEMENT shall be from date of signing until September 30, 2013. The Scope of Work for renewed tenns shall be developed by VENDOR and CITY to meet the current and anticipated conservation objectives of CITY. B. Non-Appropriation WATER CONSERVATION PIE PAGE 1 OF 10 2ciZ·l1<6 ---PAGE BREAK--- Notwithstanding any other provision of this AGREEMENT, VENDOR shall not be obligated for perfonnance hereunder or by any provision of this AGREEMENT unless and until CITY and VENDOR obtain appropriate funds for this AGREEMENT in the respective CITY's and VENDOR's budget for fiscal year 2013. In the event that funds are not appropriated for this AGREEMENT, then this shall tenninate sixty (60) days following the closing date of the last fiscal year for which funds were appropriated for CITY and/or VENDOR unless other funding for the VENDOR is obtained. The party to this AGREEMENT which does not receive a monetary allocation shall notify the other party in writing of any such non-allocation of funds at the earliest possible date. C. Fees and Conditions for VENDOR Services 1. Payment for services is provided in accordance with the cost described in Attachment B, Budget/Itemized Cost Estimate. 2. Maximum Costs Bills shall list individual perfonning work and description of work perfonned. Bills shall be submitted on a basis to CITY for approval and payment. Payment is due upon receipt of VENDOR's statement(s). 3. CITY and VENDOR may mutually agree to re-allocate task funding providing the "not to exceed price" described in Section II. A. is unchanged. D. Qualified Estimates of Cost The estimates of cost for the PROJECT herein are to be prepared by VENDOR through exercise of their experience and judgment in applying presently available cost data but it is recognized that VENDOR has no control over cost of labor and materials, or over competitive bidding procedures and market conditions so that they cannot warrant the PROJECT. Nothing in this paragraph shall serve to release or relieve VENDOR from exercising the skill, care, and professional judgment exercised by similarly situated professional organizations. E. Payment. Payment for services rendered by VENDOR shall be in accordance with the following: VENDOR shall submit invoices to CITY and VENDOR shall be compensated therefore for work completed and Reimbursable Expenses incurred during that period as otherwise provided herein. Payments for invoices prepared by VENDOR shall be due and payable net thirty (30) days by CITY. If CITY does not make payments to VENDOR in accordance with this AGREEMENT, VENDOR may suspend its services on the basis of non-perfonnance on the part of CITY. When such progress payments are restored, VENDOR shall continue its services under this AGREEMENT. F. Vendor's Accounting WATER CONSERVATION PJE PAGE 2 OF 10 ---PAGE BREAK--- Records of VENDOR's additional services and Reimbursable Expenses pertaining to the PROJECT shall be kept on a recognized accounting basis acceptable to CITY and shall be available to CITY at CITY'S convenience. G. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between VENDOR and CITY by the terms of this AGREEMENT. It is understood by the parties hereto that VENDOR is an independent contractor and as such neither it nor its employees, if any, are employees of CITY for purposes of tax, retirement system, social security (FICA) withholding. H. Tennination of AGREEMENT This AGREEMENT may be tenninated by VENDOR upon thirty (30) days' written notice, should CITY fail to substantially perfonn in accordance with its tenns through no fault of VENDOR. CITY may tenninate this AGREEMENT upon thirty (30) days' written notice without cause and without further liability to VENDOR except as designated by this AGREEMENT. All working documents and drawings shall become the property of, and shall be surrendered to CITY. I. Extent of AGREEMENT This AGREEMENT may be amended only by written instrument signed by all parties hereto. J. Data of Record CITY shall make available to VENDOR all technical data of record in CITY's possession, including maps, surveys, borings, and other infonnation required by VENDOR relating to the PROJECT. K. Standards of Work VENDOR agrees that the perfonnance of work described in this AGREEMENT including attachments and exhibits and pursuant to this AGREEMENT shall be done in a professional manner and shall confonn to professional standards and VENDOR shall use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. VENDOR shall perfonn services as expeditiously as possible as is consistent with professional skill and care and the orderly progress of the work. VENDOR shall prepare a detailed schedule for the perfonnance of VENDOR's services, which schedule shall be adhered to by VENDOR. Unless approved by CITY, VENDOR shall not exceed the time limits established by the schedule, except for circumstances out of VENDOR's control. L. Insurance VENDOR will maintain through this AGREEMENT the following insurances: I. Worker's compensation and employer's liability insurance as required by the State ofldaho. WATER CONSERVATION PIE PAGE 3 OF 10 ---PAGE BREAK--- 2. Comprehensive automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including on-site and off-site operations, and owned, non-owned, or hired vehicles, with one million dollars ,000,000) combined single limits; 3. Commercial general liability insurance covering claims for injuries to members of the public or damage to property of others arising out of any covered negligent act or omission of VENDOR or of any of its employees, agents, or subcontractors, with one million dollars ,000,000) per occurrence and in the aggregate; 4. Errors and Omissions insurance in the amount of one million dollars ($1,000,000). CITY shall be a certificate holder and shall receive notice of any pending tennination of said insurance at least thirty (30) days prior to such tennination. CITY shall be named as an additional insured with respect to VENDOR'S liabilities hereunder in insurance coverage's identified in items and and VENDOR and CITY each waive subrogation as to said policies. M. Indemnity and Hold Harmless I. VENDOR waives any and all claims and recourse against CITY including rights of contribution for loss or damage to persons or property arising from, or growing out of, or in any way connected with or incident to VENDOR's perfonnance of this AGREEMENT, except for liability arising out of the negligence of CITY or its officers, agents or employees. 2. VENDOR agrees to indemnify and hold hannless CITY and its officers, agents and employees against all liabilities and damages of any nature whatsoever resulting from any injury or damages sustained by any person(s) or property resulting from any negligent act, error or omission of VENDOR or its agents, employees, subcontractors or consultants. This indemnity and hold hannless AGREEMENT shall not be limited by reason of the specification of any particular insurance coverage required under the terms of this AGREEMENT. 3. It is understood and agreed that this AGREEMENT does not contemplate handling of, or design services including use of, asbestos or any hazardous material or any toxic substance. Therefore, CITY agrees to hold hannless, defend and indemnity VENDOR for all claims, lawsuits, expenses or damages arising from or related to the handling, use, treatment, purchase, sale, storage or disposal of asbestos, asbestos products or any hazardous material or any toxic substance (or hazardous materials or toxic substances in general) other than for VENDOR's sole negligence. N. 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, as detennined by a court or through alternate dispute resolution. 0. 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 ofldaho, in and for the County of Latah. P. Binding of Successors WATER CONSERV ATlON PIE PAGE 4 OF 10 ---PAGE BREAK--- CITY and VENDOR each bind themselves, their partners, successors, assigns, and legal representatives to the other parties to this AGREEMENT and to the partners, successors, assigns, and legal representatives of such other parties with respect to all covenants of this AGREEMENT. Q. City's Representatives CITY shall each 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. The representative of CITY is Nichole Baker, Water Conservation Program Coordinator. R. Conflict oflnterest VENDOR covenants that it presently has no interest and shall not acquire any interest, direct or indirect, in the PROJECT, which would conflict in any manner or degree with the perfonnance of its services hereunder. VENDOR further covenants that, in performing this AGREEMENT, it shall employ no person who has any such interest. S. Special Provisions I . Ownership and Publication of Materials. All reports, infonnation, data, and other materials prepared by VENDOR pursuant to this AGREEMENT shall be the property of CITY, which shall be 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. It is mutually understood that any alterations made to documents without VENDOR's direction shall void VENDOR's liability under this subsection. 2. Disclosure of Materials. It is expressly understood by CITY and VENDOR that all reports, infonnation, data and other materials prepared by VENDOR pursuant to this AGREEMENT, may be subject to disclosure under Idaho Code Title 9, Chapter 3, commonly known as the Idaho Public Writings Law. 3. Non-Discrimination. VENDOR 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. 4. Americans With Disabilities Act. With specific respect to design requirements of the Americans with Disabilities Act of 1990 (ADA), CITY understands that legal interpretation of ADA is not a design professional issue to be addressed by VENDOR and, accordingly, CITY agrees to waive any action against VENDOR and agrees to indemnify and defend VENDOR against any claim arising out of legal interpretation of the ADA other than for VENDOR's sole negligence. T. Ownership and Publication of Materials. All reports, information, data and other materials prepared by VENDOR 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 WATER CONSERVATION PIE PAGE50Fl0 ---PAGE BREAK--- 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. U. PROJECT Confidentiality: Maintaining confidentiality of the PROJECT infonnation, including sensitive infonnation about CITY and its critical water facilities, is a vital aspect of the PROJECT. All PROJECT communications and reports for the PROJECT shall be handled in a professional manner. After the PROJECT, VENDOR shall return to CITY all documents obtained from CITY or generated during the course of this PROJECT. CITY may modify this approach prior to finalizing the PROJECT contract documents, if so desired. V. 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. VENDOR 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 tenns and conditions of this AGREEMENT as if named specifically herein. W. Non-discrimination. VENDOR 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 WITNE S WHEREOF, the parties hereto have set their hand this I day of 2012. PALOUSE-CLEARWATER ENVIRONMENTAL INSTITUTE Judy Brown Business Manager WATER CONSERVATION PIE CITY OF MOSCOW PAGE 6 OF 10 ---PAGE BREAK--- STATE OF IDAHO ) ) ss. COUNTYOF LATAH ) ACKNOWLEDGMENT On this 31 day of Avt IILS...i- , 2012, before me, a Notary Public in and for said State, appeared Judy Brown, Bwf ness Manager, known to me to be the person named above and acknowledged that he/she executed the foregoing AGREEMENT for Professional Services as the duly authorized representative for Palouse-Clearwater Environmental institute. WATER CONSERVATION PIE ary Residing at _ My commission PAGE 7 OF 10 ---PAGE BREAK--- ATTACHMENT SCOPE OF WORK Product 1: Quarterly Newsletter Summary: Design a quarterly four page newsletter highlighting current City water issues. Task 1: Quarterly Newsletter Timeline: Published mid-month of January 201 3, April 2013, July 201 3, and October 2013. The final draft will be sent to the printer the first week of the month in which a newsletter is scheduled to be published. Work Plan: • Two months prior to date of print, PCEI will meet with Nichole Baker and/or other appropriate City officials to come up with a list of topics and issues to be covered in the newsletter. • PCEI staff will research those generated topics and issues, coordinating with the City and other relevant organizations to develop a bank of infonnation and resources. This infonnation will be organized according to topic, and maintained on the PCEI network. All resources will be available to the City upon request. • PCEI staff will develop the content and layout of a four ( 4) page newsletter, including all images, illustrations, and text. The Adobe suite of desktop publishing applications, including InDesign, Illustrator, and Photoshop will be used to develop the content and layout. • PCEI staff will send via electronic mail, one electronic copy of the draft newsletter in Adobe PDF fonnat to the City Water Department office the first week of December 2012 for the newsletter to be published January 201 3, the first week of March 201 3 for the newsletter to be published April2013, the first week of June 2013 for the newsletter to be published July 2013, and the first week of September 2013 for the newsletter to be published October 2013. • After City receipt of the first draft, PCEI staff will discuss the needed changes with City personnel, and generate a second draft of the newsletter. The second draft of the newsletter will be returned to the city (in the same fonn discussed above) for further review. • After City receipt of the second draft, PCEI staff will discuss any further needed changes with City personnel. Several draft versions are allowed as amendments are made. • The final version of the January 201 3, April 201 3, and July 201 3 newsletter will be returned to the City in electronic fonn, including an Adobe PDF version and an InDesign package ready for printing no later than the first week of the actual month in which they will be published. • The final version of the October 2013 newsletter must be submitted to the City by September 29111, 2013 for timely billing purposes. • Prepare and submit quarterly invoices. The final invoice to be turned in to the City by September 2811 , 2013. Product II: School-based Education Program Summary: Conduct classroom visits to promote City of Moscow's water conservation message forK- 12'11 grade. WATER CONSERVATION PTE PAGE 8 OF TO ---PAGE BREAK--- Task 1: Classroom Visits (43 total classrooms, 49 visits) Timeline: Ongoing throughout 2012-2013 school year. Work Plan: • PCEI will request to attend the staff meetings or schedule individual meetings as appropriate for each K-12 school in Moscow within one month of the onset of each academic year to announce the availability of the water conservation curriculum, and the ability and qualifications of PCEI staff to deliver the constituent lessons. • The brochure outlining the curriculum and illustrating the connection to local curricula, state achievement standards, and the City of Moscow water conservation message will be reevaluated and adjusted as necessary. The updated as needed brochure will be provided to teachers, staff, and administrator at the meetings discussed above. • Teachers will be able to schedule programs by phone, mail, electronic mail, or via PCEI's online program request mechanism. (http://www.pcei.org/education/program request.htm) • PCEI's Education Program maintains a database that holds significant information about each educational program delivered by PCEI staff or volunteers. This database will include a section for tracking each program delivered, including the date, school, grade level, teacher, number of students reached, staff contact hours, volunteer contact hours, and the status of evaluation receipt. • PCEI will utilize its existing feedback and evaluation instruments to solicit feedback on each program. This feedback will mainly come from teachers, but student feedback will also be solicited. • PCEI will visit a minimum of five different public and/or private schools within the Moscow City limits. • PCEI will include the City of Moscow water conservation message with each visit and pass out free shower timers when they can be provided by the City. • All classroom visiting instructors shall be a certified educator for the State of Idaho or equivalent through experience. • PCEI will provide materials needed for the planned lessons. WATER CONSERVATION PIE PAGE90FI0 ---PAGE BREAK--- ATTACHMENT "B"BUDGET I ITEMIZED COST ESTIMATE P B d t rOJeCt u 1ge Task One: Quarterly Newsletter Estimated Hours: Contract Hourly Total Not to Exceed Rate* Education Program Manager 240 $36.00 $8,640.00 Total $8,640.00 Task Two: School-Based Education Estimated Hours: Contract Hourly Total Programs Not to Exceed Rate Education Program Manager 67 $36.00 $2,412.00 AmeriCorps Educators 252 $13.62 $3,432.24 Supplies and printing $355.00 Transportation ($.50/mile) $1 00.00 Total $6,299.24 Task One and Two Total $14,939.24 Level of Effort I Itemized Cost Contract Hours Rate per (1 Hours Task One: Quarterly Newsletter Hour* person) (Total) Total Cost Education Program Manager - Researching, designing, and editing 4 newsletters $36.00 240 240 $8,640.00 TOTAL $8,640.00 Contract Hours Task Two: School-Based Education Programs Rate per (1 Hours 49 classroom visits Hour* person) (Total) Total Cost Education Program Manager - Attending staff meetings, corresponding with teachers, scheduling lessons, reviewing evaluations, maintaining database, creating brochure for teachers $36.00 12 12 $432.00 - Buying supplies $36.00 5 5 $180.00 -Prepping, teaching in the classroom, cleaning up $36.00 50 50 $1,800.00 AmeriCorps Environmental Educators -Prepping, teaching in the classroom, cleaning up (average 32 lessons per person: 2-3 teachers per lesson) $13.62 84 252 $3,432.24 Classroom supplies: Edible Aquifer and Natural Filters materials $275.00 Printing: 800 copies at $.10 per copy $80.00 Transportation: $.50 a mile $100.00 TOTAL $6,299.24 *Contract Hourly Rates include personnel salary, benefits (health and liability insurance, taxes), and organizational expenses incurred to support that staff person. 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