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PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement is entered into this J !J day of , 2003 by and between City of Moscow, Idaho, 206 East Third Street, Moscow, I ho, 83843 (hereinafter referred to as "CITY"), and Walter M. Steed & Associates, Project Administration, 1345 Ridgeview Drive, Moscow, Idaho, 83843, (hereinafter referred to as "ADMINISTRATOR"). WITNESSETH: WHEREAS, CITY has made application to the Idaho Department of Commerce (hereinafter referred to as" Department"), for the receipt of grant funds under the Idaho Community Development Block Grant (CDBG) Program for an infrastructure improvement project by CITY (hereinafter referred to as "PROJECT'); and WHEREAS, CITY desires to engage ADMINISTRATOR to render certain services related to the application and administration of PROJECT; and WHEREAS, CITY has complied with provisions for soliciting of administrators as cited in OMB Circular A-102; and WHEREAS, in order to assure effective management of PROJECT, it is deemed to be in the best interests of CITY to enter into an Agreement with ADMINISTRATOR as hereinafter provided; NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. EMPLOYMENT OF ADMINISTRATOR. CITY agrees to engage ADMINISTRATOR, and ADMINISTRATOR agrees to provide the following services in order to provide for the administration and management of Project for CITY as approved by the Department. 2 EMPLOYEE-EMPLOYER RELATIONSHIP. The parties to this Agreement warrant by their signatures that no employer-employee relationship is established between ADMINISTRATOR and CITY by the terms of this Agreement. It is understood by the parties hereto that ADMINISTRATOR is an independent contractor and as such neither it nor its employees, if any, are employees of CITY for any purposes, including tax, retirement system, or social security (FICA) withholding, legal liability and workers compensation. 3. ADMINISTRATOR'S INSURANCE. ADMINISTRATOR warrants that it has ob tained and will maintain at its expense for the duration of this Agreement, statutory workers' compensation coverage for its principals and employees for the services to be performed hereunder. PROFESSiONAL SERVICES AGREEMENT f"ITV AA<.e,.,.r.IćJ AĆ!M TCCI C'TCCf"\ R Ae>¢Af'II\.TCC' ---PAGE BREAK--- 4. LIAISON. CITY's designated liaison with ADMINISTRATOR is Brant Kucera. ADMINISTRATOR's designated liaison with CITY is Walter M. Steed. 5. EFFECTIVE DATE AND TIME OF PERFORMANCE. This Agreement takes effect on the date and time first written above and services to be performed by ADMINISTRATOR commence upon receipt of a Notice to Proceed and will be completed upon PROJECT close out. 6. SCOPE OF SERVICES. ADMINISTRATOR will perform the following services: a. Responding to all inquiries from the Idaho Department of Commerce regarding the grant application and writing any necessary addendum to formally respond to those concerns; b. Assisting with preparation for and presentation of the project to the Department of Commerce Advisory Committee in Boise; c. Completing Federal and State environmental review, written reports, checklists, and legal notices required to assure compliance with environmental requirements; d. Drafting management plans and contracts, as required, for review and approval by CITY; e. Establishing and maintaining project files and preparation of all doc umentation and reports required for administration of the CDBG; f. Assisting CITY and its project engineer in writing construction contracts in preparation for bidding; g. Assisting in preparation for and participation in receipt of bids; h. Reviewing all proposed PROJECT expenditures to ensure their propriety and proper allocation to PROJECT budget; 1. Participating in pre-construction and periodic construction progress meetings; j. Serving as the designated Labor Standards Officer and assuring compliance with all applicable labor standards requirements through on site wage interviews and review of contractor weekly payroll reports; k. Assuring compliance with all applicable civil rights requirements, including preparation of an equal employment plan and fair housing resolution; PROFESSIONAL SERVICES AGREEMENT ---PAGE BREAK--- I. Making on-site visits and attending City Council or other public meetings as necessary to provide PROJECT status reports and representing PROJECT; m. Preparing in a timely manner all required performance reports and close out documents and assisting CITY with the determination of applicable audit requirements; n. Assisting CITY with procedures for implementation and compliance with all requirements of Section 504 of the Rehabilitation Act of 1973; and o. Providing construction administration services to assist CITY in coordinating all project activities of CITY, its engineer and contractor, and in complying with all regulations of the Department and the CDBG for PROJECT It is understood and agreed by the parties that the services of the ADMINISTRATOR do not include any of the following: the disbursement or accounting of funds distributed by CITY's financial officers, legal advice, fiscal audits, or assistance with activities not related to PROJECT 7. COMPENSATION. Based on a rate of Seventy Five Dollars ($75) per hour, CITY will pay ADMINISTRATOR a sum not to exceed Forty Five Thousand Dollars ($45,000) plus reimbursement at cost for sales tax and printing of the Addendum, which shall not be increased or decreased without written agreement by both parties per Section 9 hereinbelow. CITY agrees to pay said billings as set forth in the attached Exhibit which by this reference is made a part hereof. In the event of termination pursuant to paragraph 10 below, CITY shall pay ADMINISTRATOR for work completed prior to termination, prorated as to any tasks partially completed, less applicable set-off or damage amounts. 8. CONFLICT OF INTEREST ADMINISTRATOR covenants that ADMINISTRATOR presently has 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 ADMINISTRATOR's services hereunder. ADMINISTRATOR further covenants that, in performing this )Qreement, ADMINISTRATOR will employ no person who has any such interest 9. MOO!FICATION AND ASSIGNABILITY OF AGREEMENT This Agreement contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party, which are not contained in the written Agreement, are valid or binding. This Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. ADMINISTRATOR may not subcontract or assign his rights (including the right to compensation) or duties arising hereunder without the prior written consent of CITY and Department Any sub-contractor or assignee will be bound by all of the terms and conditions of this Agreement PROFESSIONAL SERVICES AGREEMENT f"'1TV A>.\1\/t;l TĄO A <:!Tt:cr. R 1\.C!C't"'lt'IATC:C' ---PAGE BREAK--- grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 13. SECTION 109 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974. ADMINISTRATOR 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 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 1975 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. 14. SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968. ADMINISTRATOR will ensure that to the greatest extent feasible opportunities for training and employment arising in connection with this CDBG assisted Project will be extended to lower income PROJECT area residents. Further, ADMINISTRATOR will, to the greatest extent feasible, utilize business concerns located in or substantially owned by residents of PROJECT area, in the award of contracts and purchase of services and supplies. 15. MINORITY BUSINESS ENTERPRISE Consistent with the provisions of Executive Order 11246 and OMB Circular A-102, Attachment 0, ADMINISTRATOR will take affirmative steps to assure that minority businesses are used when possible as sources of supplies, equipment, construction and services. Additionally, ADMINISTRATOR must document all affirmative steps taken to solicit minority businesses and forward this documentation along with the names of the minority sub-contractors and suppliers to the local government CDBG recipients upon request. 16. NONDISCRIMINATION. ADMINISTRATOR 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. 17. OWNERSHIP AND PUBLICATION OF MATERIALS. All reports, information, data, and other materials prepared by ADMINISTRATOR pursuant to this Agreement are to be the property of CITY and the Department which have the exclusive and unrestricted authority to release, publish or otherwise use, in whole or part under this Agreement and shall not be subject to copyright or patent in the United States or in any other country without the prior written approval of CITY and the Department PROFESSIONAL SERVICES AGREEMENT ą r'IC"r"A\AI \J\1/l.l TtO 1>.4 āecr. R l\.ccr.t"!ATCC ---PAGE BREAK--- 18. REPORTS AND INFORMATION. ADMINISTRATOR will maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary by CITY to assure proper accounting for all PROJECT funds, both Federal and non-Federal shares. These records will be made available for audit purposes to CITY or its authorized representative, and will be retained for three years after the expiration of this Agreement unless permission to destroy them is granted by CITY. 19. ACCESS TO RECORPS. It is expressly understood that ADMINISTRATOR's records relating to this Agreement will be available during normal business hours for inspection by CITY, Department, the U.S. Department of Housing and Urban Development, the U.S Comptroller General, and, when required by Jaw, representatives of the State of Idaho. 20. CONSTRUCTION AND VENUE. This Agreement will be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, venue is the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. 21. INDEMNIFICATION. ADMINISTRATOR waives any and all claims and recourse against CITY, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to ADMIN!STRA TOR's negligent performance of this Agreement except for liability arising out of concurrent or sole negligence of CITY or its officers, agents or employees. Further, ADMINISTRATOR will indemnify, hold harmless, and defend CITY against any and all claims, demands, damages, costs, expenses or liability arising out of ADMINISTRATOR's negligent performance of this Agreement except for liability arising out of the concurrent or sole negligence of CITY or its officers, agents or employees. 22. LEGAL 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. 23. SPECIAL WARRANTY. ADMINISTRATOR warrants that nothing of monetary value has been given, promised or implied as remuneration or inducement to enter into this Agreement. ADMINISTRATOR further declares that no improper personal, political or social activities have been used or attempted in an effort to influence the outcome of the competition, discussion or negotiation leading to the award of this Agreement. Any such activity by ADMINISTRATOR shall make this Agreement null and void. 24. NOTICE TO PARTIES Service of any notice permitted or required under the terms of this Agreement shall be deemed complete upon the depositing of the PROFESSIONAL SERVICES AGREEMENT f"'C<"'r>IA! AĀH"\ \1\/Al TCO A ll ATt:C ---PAGE BREAK--- same in the United States mails by the notifying party, by certified or registered mail, addressed to the notified party at the address set forth above, or at such other address as either shall hereinafter in writing to the other designate, or by causing such notice to be served personally upon the liaison for the notified party as set forth in paragraph 4 above. 25. SEVERANCE ANP VAL! PITY. In the event any provision of this Agreement, or any part thereof, shall be determined by any court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions, or parts thereof, shall remain in full force and effect, and shall in no way be affected, impaired or invalidated thereby. Such remaining provisions shall be construed in a manner most closely approximating the intention of the parties with respect to the invalid, void or unenforceable provision or part thereof. 26. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, administrators and any consented to successors and assigns of these parties. 27. OTHER PRINCIPLES OF CONSTRUCTION. Words in any gender shall be deemed to include the other genders; the singular shall be deemed to include the plural and vice versa; and the headings and paragraph titles are for guidance only and shall have no significance in the interpretation of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CITY OF MOSCOW W M. STEED & ASSOCIATES Title: ip""a"-1 ATTEST: Date: Date: PROFESSIONAL SERV'1CES AGREEMENT ---PAGE BREAK--- EXHIBIT A Addendum Submission and PROJECT Administration Based on work completed during the period, and upon ADMINISTRATOR's written request, CITY shall make the following payments to ADMINISTRATOR in an amount not to exceed Forty Five Thousand Dollars ($45,000) plus reimbursement for printing of the addendum and sales tax if applicable, per in Section 7- Compensation, and as detailed in the method described below, unless such sum is subsequently changed by the agreement of both parties as described in Section 9 - Modifications and Assignability of Agreement. The hours shown of the time required to perform services are estimates only and shall not govern billings or payments. Task 1 For activities involved in obtaining the grant, including, but not limited to, responding to inquiries by CITY and Department relative to the grant application and working with CITY to prepare and present to the Advisory Council, ADMINISTRATOR shall receive Six Thousand Dollars ($6,000) of compensation sum payable in four equal installments of One Thousand Five Hundred Dollars ,500) each billable at the first of subsequent months beginning with March 2003. Task 2 For work involved on the Environmental Review Record and preliminary activities involved in setting up the grant, including, but not limited to, start-up activities, project file organization, accounting, etc. and work with CITY to explain grant requirements and other assistance and subject to the Department issuing the "Notice of Removal of Grant Conditions and Release of Funds," ADMINISTRATOR shall receive Nine Thousand Dollars ($9,000). Task 3 For work including, but not limited to, work with engineer on preparation of bid package; bid opening/award; assistance with execution of construction contract and conducting pre-construction conference and pre-construction conference, ADMINISTRATOR shall receive Nine Thousand Dollars ($9,000). Task 4 During the construction period, including but not limited to: work with contractors and subcontractors to monitor Davis-Bacon; civil rights and all other required compliance activities; project management; meeting attendance; maintaining communication among parties, i.e. CITY, Department of Commerce, engineers, contractors, and others as needed; and conducting PROJECT monitoring, as needed, ADMINISTRATOR shall receive Sixteen Thousand Five Hundred Dollars ($16,500). The total amount paid in progress payments as listed above shall not exceed ninety percent (90%) of the total compensation sum. PROFESSIONAL SERVICES AGREEMENT f"'oTV r'\C \AlAI Tt::O lA þTC:t::f'\ II' ---PAGE BREAK--- Task 5 and Final Payment: Upon ADMINISTRATOR's written requisition, CITY shall pay the remammg Four Thousand Five Hundred Dollars ($4,500) of compensation sum when all services are completed, excepting consultation which may be required for audit, or as a part of close out of the grant. During the process of the work, for Tasks 3 and 4, ADMINISTRATOR may submit invoices to CITY for payment of work completed to date. The hours shown of the time required to perform services in the following table are estimates which have been used to establish the lump sum amount and shall not govern billings or payments. PROFESSIONAL SERVICES AGREEMENT f"'tTV AC f.Af'\CJ""r\\J\1 II tr"\ \1\lllt TCD l4 <:lTC:t:f'l R AC'Cf'V'I A TC:C ---PAGE BREAK--- For PROJECT and grant administration Estimated Hours Task 1 Respond to inquiries by CITY and Department relative to the grant application and submission of Addendum 25 Work with CITY to prepare for presentation to the Department 40 With CITY representatives, travel to Boise and make presentation before the Advisory Committee 30 Assist CITY and PROJECT engineer with final scope and design 30 Task 2 Prepare environmental and regulatory environmental checklists 25 Task 3 Prepare PROJECT management plan and assist CITY in implementation 10 Establish PROJECT files 10 Attend CITY meetings as needed to provide PROJECT status reports 60 Assist CITY and PROJECT engineer with bid packages and biding 35 Task 4 Track PROJECT progress and prepare reports 45 Review PROJECT expenditures 45 Serve as CITY's designated Labor Standards Officer 84 Participate in construction meetings 45 Task 5 Prepare required close-out documentation and assist with determination of audit requirements 50 Provide other services as needed TOTAL ESTIMATED HOURS 578 Included reimbursable expenses (travel, telephone, copying, etc.) $1,650.00 PROFESSIONAL SERVICES AGREEMENT f"ITV \/1.11\o TCO ĂTCC!"'I R 1\CCt"\f"I,.,TC:C