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AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND WELCH, COMER & ASSOCIATES, INC. THIS AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND WELCH, COMER & ASSOCIATES, INC. (hereinafter "AGREEMENT") is made and entered into this day of Apri I , 2011, by and between the City of Moscow, Idaho, 206 East Third Street, Moscow, Iaaho, 83843, a municipal corporation of the State of Idaho (hereinafter "CITY"), and Welch, Comer & Associates, Inc., and Idaho corporation, 350 E. Kathleen Avenue, Coeur d'Alene, Idaho, 83815 (hereinafter "ENGINEER"). W I T N E S S E T H: The parties hereto wish to agree regarding the Scope of Work (hereinafter "The Project") as set forth below: WHEREAS, CITY wishes to hire ENGINEER to design code compliant lighting for the Street Stage 2 roadway improvement project; and WHEREAS, ENGINEER agrees to complete Scope of Work described herein within twenty (20) working days; and WHEREAS, performance of this work is essential to completion of the design of the CITY's Street Stage 2 roadway improvement project; and WHEREAS, Council agrees that ENGINEER is qualified and has the experience and wherewithal to complete the Scope of Work described herein; and WHEREAS, Council wishes to enter in to this Agreement with ENGINEER for services described hereinbelow; NOW THEREFORE, be it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION I ENGINEER shall furnish all of the following engineering services for The Project generally described as follows and more particularly described by task and title in Scope of Work below: Sufficient plan sheets and specifications to allow the construction of code compliant illumination of stairwells and appropriate modifications to the luminaire layout on the Street Stage 2 roadway improvement project. AGREEMENT FOR PROFESSIONAL SERVICES PAGE I OF7 CITY ANDWELCHCOMER-'A' STREET ILLUMINATION l.all. lD ---PAGE BREAK--- ENGINEER shall provide CITY all of the complete tasks as described in EXHIBIT attached hereto and incorporated fully into this AGREEMENT by reference. SCOPE OF WORK Design stairway illumination Coordinate with A vista to provide intersection illumination at the intersection of Street and Line Street. Incorporate Illumination plans into Street Stage 2 Plans Specs and Estimate (PS&E) submittal. Prepare construction documents for stairwell illumination: Prepare lighting and lighting control plans for seventeen (17) stairs on Street. Coordinate stair lighting fixture selection and verify selection with CITY. Prepare stairwell illumination Special Provisions specifications. Develop construction costs estimate for illumination. Coordinate with A vista to provide intersection illumination on A vista utility poles. Incorporate illumination plans into PS&E submittal documents. Incorporate illumination plans into plan set updating sheet numbers and index. Update the Roadway Summary Sheets to reflect illumination quantities. Update cost estimate to reflect illumination costs. Submit illumination plans, special provisions, and cost estimate with Street Stage 2 PS&E submittal. SECTION II: A. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between ENGINEER and CITY by the terms of this AGREEMENT. It is understood by the parties hereto that ENGINEER is an independent contractor and as such neither ENGINEER nor its employees, if any, are employees of CITY for purposes of tax, retirement system, or social security (FICA) withholding. B. Fees and conditions for ENGINEERING Services. The cost for ENGINEERING Services for The Project, as described in Scope of Work is a not-to-exceed sum of :five thousand five hundred eighty dollars ($5,580). Bills shall list the individual performing any work and a description of work performed by task and degree of completion. Bills shall be submitted on a basis to the CITY's Engineer for approval and payment. AGREEMENT FOR PROFESSIONAL SERVICES PAGE2 OF 7 CITY AND WELCH COMER- STREET ILLUMINATION ---PAGE BREAK--- Payment is due upon receipt of the ENGINEER's statement(s). If payment is not received in forty five (45) days of receipt of invoice, ENGINEER may charge interest at a rate of one percent (1 per month on any unpaid balances. SECTION III: A. Termination of AGREEMENT This AGREEMENT may be terminated by ENGINEER upon thirty (30) days written notice, should CITY fail to substantially perform in accordance with its terms through no fault of ENGINEER. CITY may terminate this AGREEMENT upon thirty (30) days written notice without cause and without further liability to ENGINEER, except for payment, as designated by Section III.E. All working drawings shall become the property of, and shall be surrendered to, CITY pursuant to Section III.O. Reuse of working drawings from The Project by the CITY shall be without liability or legal exposure to ENGINEER. B. Extent of AGREEMENT This AGREEMENT may be amended only by written instrument signed by both parties hereto. C. Data of Record CITY shall make available to ENGINEER all technical data of record in CITY's possession, including maps, surveys, water quality data and other information described in Scope of Work, to support this work. D. Qualified Estimates of Cost The estimates of cost for The Project herein are to be prepared by ENGINEER through exercise of their experience and judgment in applying presently available cost data; but it is recognized that 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 their cost estimates. Nothing in this paragraph shall serve to release or relieve ENGINEER from exercising the skill, care, and professional judgment exercised by similarly situated professional ENGINEER. 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 ENGINEER 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 the 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. AGREEMENT FOR PROFESSIONAL SERVICES PAGE30F7 CITY AND WELCH COMER-'A' STREET ILLUMINATION ---PAGE BREAK--- F. ENGINEER Errors and Omissions Insurance In performance of professional services, 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 ENGINEER's services. Should ENGINEER or any of ENGINEER's agents or employees be found to have been negligent in the performance of professional services from which CITY sustains damage to the fullest extent allowed by law, ENGINEER liability plus cost and fees of litigation shall be limited to One Million Dollars ($1,000,000). ENGINEER shall obtain Errors and Omissions insurance coverage in the amount of One Million Dollars ,000,000), and said insurance shall be held active for two year (minimum) period from the date of completion of The Project. CITY shall receive notice of any pending termination of said insurance within thirty (30) days of first notice to ENGINEER. G. ENGINEER Additional Insurance 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 ENGINEER shall cause CITY to be named as an additional insured under said policy. H. Indemnification ENGINEER agrees, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of ENGINEER in the performance of professional services under this AGREEMENT, to the extent that ENGINEER is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between ENGINEER and CITY. ENGINEER shall not be obligated to indemnify CITY for CITY's negligence. CITY agrees, to the fullest extent permitted by law, to indemnify and hold harmless ENGINEER against damages, liabilities and costs arising from the negligent acts of CITY in the performance of professional services under this AGREEMENT, to the extent that CITY is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between ENGINEER and CITY. I. 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. J. 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 AGREEMENT FOR PROFESSIONAL SERVICES PAGE4 OF 7 CITY AND WELCH COMER-' A' STREET lLLUMfNATION ---PAGE BREAK--- shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. K. Binding of Successors CITY and ENGINEER each bind themselves, their partners, subconsultants (if any), 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. L. Modifications 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. 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. M. Project Representatives The CITY and ENGINEER hereby designate their authorized representatives to act on their behalf with respect to the services and responsibilities under this AGREEMENT. The following designated representatives are authorized to receive notices, transmit information and make decisions regarding The Project on behalf of their respective parties, except as expressly limited herein. These representatives are not authorized to alter or modify the terms and conditions of this AGREEMENT, except as otherwise provided herein. For the CITY: Name: Les MacDonald Address: P. 0. Box 9203 Moscow, ID 83843 Telephone: (208) 883-7028 Facsimile: (208) 883-7033 E-mail Address: [EMAIL REDACTED] For the ENGINEER: Name: Matthew R. Gillis, P.E. Address: 350 E. Kathleen Avenue. Coeur d'Alene, ID 83815 E-mail Address: m!![EMAIL REDACTED] Telephone: (208) 664-9382 Facsimile: (208) 664-5946 In the event any changes are made to the authorized representatives or other information listed above, the CITY and ENGINEER agree to furnish each other timely, written notice of such changes. AGREEMENT FOR PROFESSIONAL SERVICES PAGES OF 7 CITY AND WELCH COMER-'A' STREET ILLUMINATION ---PAGE BREAK--- N. Conflict of Interest ENGINEER covenants that ENGINEER presently has no interest and will not knowingly acquire any interest, direct or indirect, in The Project which would conflict in any manner or degree with the performance of services hereunder. ENGINEER further covenants that, in performing this AGREEMENT, ENGINEER will employ no person who has any such interest. 0. Ownership and Publication of Materials Documents of service to The Project prepared by ENGINEER 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 documents 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. ENGINEER shall be permitted to retain copies including reproducible copies of the drawing specifications and other documents for information, reference and use on other work or for additions to this work. Such documents are not intended or represented to be suitable for reuse by other extensions of the work or any other work. Reuse of the documents shall be at the sole risk of CITY and without liability or legal exposure to ENGINEER. CITY shall indemnify and hold harmless ENGINEER from all claims, damages, losses and expense including attorney's fees arising out of or resulting from reuse of the documents. P. Non-discrimination ENGINEER 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, genetic information, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the date indicated above. ENGINEER CITY Welch, Comer & Associates, Inc. City of Moscow, Idaho By AGREEMENT FOR PROFESSIONAL SERVICES PAGE6 OF 7 CITY AND WELCH COMER-' A • STREET ILLUMINATION ---PAGE BREAK--- DATED this .rfctay of Apr{ ( , 2011 ACKNOWLEDGMENT STATE OF IDAHO ) ) ss. COUNTY OFı) On this 1 T« day of A'PetL , 2011, before me, a Notary Public in and for said State, appeared Phillip F. Boyd, known to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representative for Welch, Comer & Associates, Inc. SHARIE MacDONALD NOTARY PUBLIC STATE OF IDAHO -.JkfJ!Y:liL Notary Public for the a of Idaho Residing at Y L$ My commission expires L l { lCJ [lle AGREEMENT FOR PROFESSIONAL SERVICES PAGE 7 OF 7 CiTY AND WELCH COMER-' A. STREET ILLUMINATION ---PAGE BREAK--- EXHIBIT A DETAILED SCOPE OF WORK Street, Stage 2- City of Moscow Project No. STP-M-7564(004); Key No. 03546 1. Project Description CITY: City of Moscow ENGINEER: Welch Comer Engineers PROJECT: Supplemental for design of illumination for Street Stage 2. 1. Design stairway illumination 11. Coordinate with A vista to provide intersection illumination at the intersection of Street and Line Street. m. Incorporate Illumination plans into Street Stage 2 Plans Specs and Estimate (PS&E) submittal. 2. Design Phase Services Prepare construction documents for stairwell illumination: Prepare lighting and lighting control plans for seventeen (17) stairs on Street. Coordinate stair lighting fixture selection and verify selection with CITY. Prepare stairwell illumination Special Provisions specifications. Develop construction costs estimate for illumination. Coordinate with A vista to provide intersection illumination on A vista utility poles. Incorporate illumination plans into PS&E submittal documents. Incorporate illumination plans into plan set updating sheet numbers and index. Update the Roadway Summary Sheets to reflect illumination quantities. Update cost estimate to reflect illumination costs. Submit illumination plans, special provisions, and cost estimate with Street Stage 2 PS&E submittal. EXHIBIT