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AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES FOR BICYCLE AND PEDESTRIAN TRAIL THIS AGREEMENT, made and entered into this day of 1997, by and between CITY OF MOSCOW, IDAHO, a municipal corporation f the State of Idaho (hereinafter referred to as the "CITY"), and DAVID EVANS AND ASSOCIATES, INC. (hereinafter referred to as the "ENGINEER") WITNESSETH WHEREAS, the CITY intends to construct a non-vehicular and pedestrian path from the Idaho/Washington state line to Perimeter Drive in the City of Moscow as part of the Palouse Trail and pursuant to Request for Proposal for Engineering Services for Construction of Bicycle and Pedestrian Trail (hereinafter referred to as the "PROJECT"); and WHEREAS, the ENGINEER agrees to perform the various personal professional services required for the design of the PROJECT and/or construction monitoring of the PROJECT as authorized; NOW, THEREFORE, it is agreed that for and in consideration of the mutual covenants and promises between the parties hereto as follows: SECTION I SERVICES TO BE PROVIDED BY ENGINEER The ENGINEER shall furnish the following engineering services and design for each Phase as set out herein Phase 1: Design Development Task 1 - Project Orientation. Project kickoff meeting with Moscow Parks and Recreation staff, collect and review existing information pertaining to design, including WSDOT design plans, highway and railroad plans, property boundary maps, aerial photos, topographic maps, planning and public input documents. Identify permit and approval requirements and associated timelines. Schedule weekly meetings. Task 2 - Site Inventory and Analysis. Conduct a site inventory to identify environmental features, views, vegetation, hazards, intrusions, opportunities and constraints. Document with photographs and field notes. Field survey alignment as required to provide existing information adequate for design. Locate existing AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page 1 97-I6 ---PAGE BREAK--- railroad tracks sufficient to file a record of survey. Preparation of record of survey is not included in this scope of services. Prepare base maps in AutoCAD format. Task 3 - Program Definition. Meet with Moscow Parks and Recreation staff to review and finalize program elements. Coordinate, as requested through Moscow Parks and Recreation, with WSDOT, Whitman County, Pullman, Washington State University, and University ofldaho (The Palouse Trail Committee). Prepare up to two conceptual alternatives to aid in consideration of trail amenities. Prepare up to two conceptual alternatives to consider trailhead location, layout, facilities, and amenities. Further design development of the trailhead is not included in this scope of work, but may be added at a future date. Phase II - Design Task I - Preliminary Design. Prepare preliminary drawings for trail design to include plans, typical sections, and construction details in accordance with applicable standards which may include City of Moscow, University of Idaho, WSDOT, and AASHTO. Prepare technical specifications outline and preliminary cost estimate. Provide preliminary plans for CITY and appropriate agency review. Task 2 - Final Design. Incorporate review comments into final design drawings. Prepare technical specifications according to applicable standards and update final cost estimate. Submit for final review and approvaL Task 3 - Construction Documents. Provide final construction drawings and technical specifications for the bid package to the CITY who will assemble and issue for bid. Provide assistance with bid questions Phase III - Construction Management Task I - Pre-Construction. Provide assistance with pre-construction conference and review and approval of submittals. Task 2 - Construction. Provide a minimum of two site visits during construction. Provide on-call telephone consultation to assist City staff. Task 3 - Post-Construction. Conduct one preliminary and one final inspection. Prepare punch lists as needed. Provide reproducible as-built drawings following construction completion. AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page 2 ---PAGE BREAK--- SECTION II INDEPENDENT CONTRACTOR The ENGINEER warrants by its signature that no employer-employee relationship is established between the ENGINEER and the CITY by the terms of this Agreement. It is understood by the parties hereto that the ENGINEER is an independent contractor and as such neither it nor its employees, if any, are employees of the CITY for purposes of tax, retirement system, or social security (FICA) withholding, or for worker's compensation benefits. SECTION III ENGINEER'S COMPENSATION ENGINEER's compensation for services shall be a fixed price for each Phase or Task and shall be as follows Phase I Design Development $5,238 Phase II Design $6,927 Phase III Construction Management $3,516 Expenses $200 The CITY agrees to pay the ENGINEER for all services within thirty (30) days of the date a statement is submitted certifYing that such services have been completed. SECTION IV TERMINATION OF AGREEMENT BY CITY It is agreed that the ENGINEER's services are to be provided in separate Phases as provided herein. The ENGINEER agrees that the CITY shall authorize ENGINEER to proceed with each Phase or Task of the work prior to ENGINEER proceeding with such Phase or Task 1. The CITY and ENGINEER may make additions to the ENGINEER's services by written mutual agreement. The CITY may omit work previously ordered, without penalty, by written instructions to the AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page 3 ---PAGE BREAK--- hereto. ENGINEER. The provisions of this Agreement, with appropriate changes in compensation and schedule, shall apply to all additions and deletions. 2. It is further agreed that at any time, during any Phase, including work in progress, the CITY may direct the ENGINEER in writing to halt work, and may do so without penalty, subject only to the ENGINEER's right to compensation for work performed up to the date of receipt of such written notice. In the event of such notice to halt work, the ENGINEER's compensation shall be calculated on a time and materials basis. SECTION V CHANGES TO BE IN WRITING This Agreement may be amended only by written instrument signed by both parties SECTION VI QUALIFIED ESTIMATES OF COST The estimates of cost for the PROJECT herein are to be prepared by the ENGINEER through exercise of their experience and judgment in applying presently available cost data; but it is recognized that the ENGINEER has no control over cost of labor and materials or over competitive bidding procedures and market conditions so that they cannot warrant the PROJECT construction costs will not vary from the ENGINEER's cost estimates as a result of these described factors. Nothing in this paragraph shall serve to release or relieve the ENGINEER from exercising the skill, care and professional judgment exercised by similarly situated professional engineers. SECTION VII THE CITY'S RESPONSIBILITY FOR LICENSE AND PERMIT COSTS The CITY shall pay for all costs for obtaining licenses and permits which may be required by local, state and federal authorities. AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page4 ---PAGE BREAK--- SECTION VIII INSURANCE I . ENGINEER's Errors and Omissions Insurance In performance of professional services, the 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 the ENGINEER's services. Should the ENGINEER or any of the ENGINEER's agents or employees be found to have been negligent in performance of professional services from which the CITY sustains damage, the 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 one year (minimum) period from the date of completion of the PROJECT The CITY shall receive notice of any pending termination of said insurance. 2. The ENGINEER's Additional Insurance The 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 the ENGINEER shall cause the CITY to be named as an additional insured under said policy. ENGINEER shall furnish the CITY with policies or certificates of insurance to demonstrate that they have procured such insurance and that the CITY has been named as an additional insured therein. Such policies or certificates shall contain the following provision: "It is agreed that the City of Moscow, Idaho is added as additional insured under this policy and the coverage provided hereunder shall be primary insurance and not contributing with any other insurance available to the City of Moscow, Idaho, under any other third party liability policy. It is further agreed that the 'other insurance' condition of this policy is amended to conform therewith." Such policies or certificates of insurance shall contain the covenant of the insurance carrier that thirty (30) days written notice shall be given to the City of Moscow, Idaho, prior to modifications, cancellations or reduction in coverage of such insurance. AGREEI\1ENT FOR PROFESSIONAL ENGINEERING SERVICES Page 5 ---PAGE BREAK--- SECTION IX INDEMNIFICATION The ENGINEER shall indemnifY, hold harmless, and defend the CITY, its subcontractors, agents, employees, heirs, and assigns against any claims, demands, suits, actions or proceedings of any kind of or by anyone for damages to property or injuries to or death of any person or persons, which arise solely as a result of the ENGINEER's negligent acts, errors or omissions in connection with this Agreement. The CITY shall indemnifY, hold harmless, and defend the ENGINEER, its agents, employees, heirs, and assigns against any claims, demands, suits, actions or proceedings of any kind of or by anyone for damages to property or injuries to or death of any person or persons, which arise solely as a result of the CITY's negligent acts or omissions in connection with this Agreement. SECTION X 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 related costs and expenses, whether the same are incurred with or without suit. SECTION XI 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. SECTION XII BINDING OF SUCCESSORS The CITY and the 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 AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page6 ---PAGE BREAK--- SECTION XIII MODIFICATION 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, 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. The 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 the CITY Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. SECTION XIV CITY'S REPRESENTATIVES The CITY shall designate a representative authorized to act in behalf of the 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. SECTION XV CONFLICT OF INTEREST The ENGINEER 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 its services hereunder. The ENGINEER further covenants that, in performing this Agreement, it will employ no person who has any such interest. SECTION XVI SERVICES REQUIRING SUPPLEMENTAL AUTHORIZATION The services outlined hereinafter shall only be provided by the ENGINEER when requested and authorized in writing by the CITY Such authorization shall also state the negotiated amount and method of compensation by the CITY When authorized to proceed, the ENGINEER will AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page 7 ---PAGE BREAK--- I. Re-design any or all of the facilities or re-design any component previously approved by the CITY 2. Assist the CITY in resolving disputes over claims, bankruptcy, court proceedings or default of the contractor. 3. Assist the CITY as a result of fire, flood, acts of God, and similar causes through no fault of the ENGINEER 4. Assist or extend services as a result of strikes, walkouts, and other labor disputes; and including acts relating to settlement of minority group problems. 5. Provide all other specialty consulting or other miscellaneous services not enumerated in this Agreement and as may be required by the CITY 6. Work with archaeologists as may be required to avoid problems associated with archaeological findings within the PROJECT area. 7. Meet with representatives of the various agencies involved in the PROJECT in excess of meetings stipulated elsewhere in this Agreement when requested to do so by the CITY 8. Prepare documents for and appear before courts and boards on matters of litigation related to the PROJECT. 9. Provide additional services as may be required in the event of delinquency or insolvency of the contractor, suspension of work, damage to the construction site by fire, flood or other natural disaster. Provide assistance as may be required in the event of strikes, walkouts or other acts of trade or labor unions. SECTION XVII CHANGES IN REGULATIONS The ENGINEER is to perform its work under the current federal, state and local laws and regulations in full force and effect at the date of this Agreement. AGREEMEl'-.'T FOR PROFESSIONAL ENGINEERING SERVICES PageS ---PAGE BREAK--- SECTION XVIII OWNERSHIP AND PUBLICATION OF MATERIALS All reports, information, data, and other materials prepared by the ENGINEER pursuant to this Agreement shall be the property of the 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 the CITY SECTION XIX NONDISCRIMINATION The ENGINEER shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sexual orientation, gender, age, marital status, physical or mental handicap, or national origin The ENGINEER will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, gender, sexual orientation, or national origin. Such action shall include, but not be limited to, the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The ENGINEER agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. THE ENGINEER DAVID EVANS AND ASSOCIATES, INC. A'"u.d &f '50/kJ!;Tlt>!fj; (Printed Signature) as duly authorized agent for THE CITY CITY OF MOSCOW, IDAHO By /Lc Paul C. Agidius Mayor AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page 9 ---PAGE BREAK--- David Evans and Associates, Inc. ATTEST ATTEST City Clerk ACKNOWLEDGMENTS STATE OF {)JO,;:iht' )ss COUNTY OF ) On this ÔÕy of Qpt." I , 1997, before !1Je, a Notary Public in and for said State, appeared &'t:.h-.lUA'=[vtS1 duly authorized agent for David Evans and Associates, Inc., known to me to be the person named above and he/she executed the foregoing document. STATE OF IDAHO ) ) ss COUNTY OF LATAH ) Notary Public in and for the State of Washington Residing at My CommissiOEXpires: 'i-r<:J (j ! l On this day of . Y , 1997, before me a Notary Public in and for said State, appeared Paul C Agidius, known to me to be the Mayor of the City of Moscow, Idaho, and acknowledged to me that he executed the foregoing document. Notary Residing at My Commission Expires 2/0L:;L: Page 10 ---PAGE BREAK--- Affidavit of Publication STATE OF IDAHO County of Latah Mary Shiel Legal Clerk ss. being first dul) sworn, on oath.