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AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES FOR CITY OF MOSCOW LINEAR PARK/NEIGHBORHOOD PARK MASTER PLAN DEVELOPMENT /l . THIS AGREEMENT, made and entered into this day of , 1 997, by and between CITY OF MOSCOW, IDAHO, a municipal corporation of 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 has recently acquired several parcels of land which will be used to enhance the linear park and neighborhood park systems within the community; and WHEREAS, the CITY wishes to define, implement, and facilitate a master plan process which will include significant public input and be developed by a qualified consultant pursuant to Request for Proposal for Consulting Services for Master Plan Development of a Segment of a Linear Park/Neighborhood Park for the City of Moscow (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, in consideration of the mutual covenants and promises between the parties hereto, it is agreed 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: Project Development Task 1 - Project Kickoff. Initial meeting with City of Moscow Parks and Recreation staff and Linear Park Task Force to establish communication lines, collect available information pertaining to the site, and schedule project meetings. Task 2 - Site Inventory and Analysis. Conduct a site inventory to identify environmental features, visual aesthetics, view sheds, and vegetation. Document with field notes and photographs. Review information provided regarding access, AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page 1 97-30 ---PAGE BREAK--- microclimates, ex1stmg utilities, soils, topography, hydrology, wetlands, flood plain, and adjacent land uses. Prepare site analysis map or maps identifying opportunities and constraints for public review. Task 3 - Goals and Objectives. Meet with City of Moscow Parks and Recreation staff and Linear Park Task Force to review planning work to date and validate assumptions and concepts. Assist with defining site development goals and objectives consistent with the Linear Park System 1 995 Recommendations and the Parks and Recreation Plan, 1 989 Update. Prepare goals and objectives lists for public view. Task 4 - Program Definition. Participate in one meeting and one public workshop or meeting to present site inventory and analysis information and goals and objectives. Provide opportunity for the public to confirm work to date and identify and prioritize program elements to be included in the master plan. Prepare a summary of meetings. Task 5 - Preliminary Concepts. Prepare up to three preliminary concepts as options for site development based on the combined results of the previous tasks. Provide to Parks staff and Task Force for review and comment prior to public review. Task 6 - Public Meeting. Participate in one public meeting or open house to present the preliminary concepts. Provide the public opportunity to compare and comment on the concepts toward the goal of formulating the preferred concept. Provide worksheets, maps, and questionnaires to facilitate input. Summarize public input for Parks staff and Task Force review. Task 7 - Preliminary Master Plan. Develop a preliminary master plan as the preferred concept, based on public input and Parks staff and Task Force validation. Prepare preliminary cost estimates for Parks staff and Task Force review and comment. Finalize for public presentation. Task 8 - Public Meeting. Participate in presentation of the preliminary master plan in a public meeting or open house. Provide comment sheets and document public response. Provide summary if public comments for future use in final master plan preparation. 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 AGREEMENt FOR PROFESSIONAL ENGINEERING SERVICES Page 2 ---PAGE BREAK--- 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 the PROJECT and shall be as follows: Phase I Design Development (tasks 1-8) $12,990 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 one Phase as provided herein. The ENGINEER agrees that the CITY shall authorize ENGINEER to proceed with the PROJECT prior to ENGINEER proceeding with such PROJECT. I. 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 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 the PROJECT, 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. AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page 3 ---PAGE BREAK--- SECTION V CHANGES TO BE IN WRITING This Agreement may be amended only by written instrument signed by both parties hereto. 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. 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 AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page4 ---PAGE BREAK--- 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 ,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. 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. AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page 5 ---PAGE BREAK--- 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. 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. AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page6 ---PAGE BREAK--- 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: I. Re-design any or all of the facilities or re-design any component previously approved by the CITY. 2. Assist or extend services as a result of strikes, walkouts, and other labor disputes; and including acts relating to settlement of minority group problems. 3. Provide all other specialty consulting or other miscellaneous services not enumerated in this Agreement and as may be required by the CITY. 4. 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. AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page 7 ---PAGE BREAK--- 5. Prepare documents for and appear before courts and boards on matters of litigation related to the PROJECT. 6. 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. 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 arc 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 AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page 8 ---PAGE BREAK--- 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. (Printed Signature) as duly authorized agent for David Evans and Associates, Inc. THE CITY: CITY OF MOSCOW, IDAHO Paul C. Agidius Mayor ATTEST: ACKNOWLEDGMENT On this 1 997, before me, a Notary Public in and for said State, appeared duly authorized agent for David Evans and Associates, Inc., known to me to be the person named above and acknowledged to me that he/she executed the foregoing document. Notary Public in and for the State of Washington Residing at M br rfv;r My Commission Expire:¥. t4Cr\':'{r\: I AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES Page9 ---PAGE BREAK--- NOTICE OF PERSONAL SERVICES CONTRACT NOTICE IS HEREBY GIVEN that Moscow, Idaho agreement with park/neighborhood has entered into a David Evans and park master plan services shall be a fixed price for $12,990. the City Council of the City of professional engineering services Associates, Inc. for linear development. Compensation for Phase 1 of the project shall be The personal services contract is on file in the business office at the City Hall Annex, 122 East Fourth and is available for inspection during regular business hours. The above notice is published as required by Idaho Code 59-514 this 25th day of August, 1997. Elaine Russell, City Clerk, Cf.JJC/ICCCFO Publish: August 25, 1997 pubcont. doc. ---PAGE BREAK--- Affidavit of Publication STATE OF IDAHO County of Latah Mary Shiel Legal Clerk being first dulv sworn. on oath, depw.cs and sa\ s: Th'at she is the printt:'r of Mos{ow-Pu!lman Daih News, a newspaper of general , cirnJ!dtion. printed and published daily except Sundav at \foscow, Latah CountY, Idaho, · in compliance with SenimCs 60-106. 60-107, and 60-IOR of the Idaho Code and tht• amendments thereto; that the Hot ice of \\'hich the annexed is a fulL true and correct printed copy was published in the regular and entire issues of said newspaper and not in a supplenwnt thc!Tio, upon the follo\\·ing dates; the same being the dates