Full Text
AGREEMENT FOR PROFESSIONAL WATER CONSERVATION SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND PALOUSE-CLEARWATER ENVIRONMENTAL INSTITUTE THIS AGREEMENT FOR PROFESSIONAL WATER CONSERVATION SERVICES (hereinafter referred to as "AGREEMENT"), made and entered into this day of 02009, by and between the City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter referred to as "CITY"), and Palouse-Clearwater Environmental Institute, a 501(c)(3) nonprofit corporation of the State of Idaho, 1040 Rodeo Drive, Moscow, Idaho, 83843 (hereinafter referred to as "VENDOR"). W I T N E S S E T H : WHEREAS, CITY wishes to continue, within the guidelines established by CITY, a Water Conservation Public Information 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 A (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 that CITY shall provide the requested reasonable drawings, documentation, and information that shall allow VENDOR to complete the above Scope of Work. The requested information shall cover historical water use and aquifer information, water quality, common customer complaints and issues, information and data standard to and in the water utility industry, individual customer information 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 Term. For the services performed pursuant to this AGREEMENT, VENDOR shall be compensated in a stipulated sum not to exceed Twenty Thousand Dollars ($20,000) plus Reimbursable Expenses as described in this AGREEMENT. The term of this AGREEMENT shall be from date of signing until September 30, 20 I 0 and can be renewed by mutual agreement of both parties for subsequent one ( 1) year terms under the same conditions and for the same stipulated sum subject to sufficient appropriation for such AGREEMENT by CITY. The Scope of Work for renewed terms shall be developed by VENDOR and CITY to meet the current and anticipated conservation objectives of CITY. WATER CONSERVATION PlE PAGE I OF II ---PAGE BREAK--- B. Non-Appropriation Notwithstanding any other provision of this AGREEMENT, VENDOR shall not be obligated for performance 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 each fiscal year. In the event that funds are not appropriated for this AGREEMENT, then this shall terminate 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 performing work and description of work performed. Bills shall be submitted on a basis to CITY for approval and payment. Payment is due upon receipt of VENDOR's statement( 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 incuned 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-performance on the part of CITY. When such progress payments are restored, VENDOR shall continue its services under this AGREEMENT. WATER CONSERVATION PIE PAGE20FII ---PAGE BREAK--- F. Vendor's Accounting 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 pat1ies 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. Termination of AGREEMENT This AGREEMENT may be terminated by VENDOR upon thirty (30 ) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of VENDOR. CITY may terminate 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 sutTendered 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 information required by VENDOR relating to the PROJECT. K. Standards of Work VENDOR agrees that the performance of work described in this AGREEMENT including attachments and exhibits and pursuant to this AGREEMENT shall be done in a professional manner and shall conform 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 perform 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 performance 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 of Idaho. WATER CONSERVATION PIE PAGE) 01' II ---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 mill ion 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 ,000,000). CITY shall be a certificate holder and shall receive notice of any pending termination of said insurance at least thirty (30) days prior to such termination. 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 performance 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 harmless 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 harmless 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 harmless, 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 determined 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 of Idaho, in and for the County of Latah. WATER CONSERVATION PIE PAGE40Fll ---PAGE BREAK--- " ,I • • P. Binding of Successors CITY and VENDOR each bind themselves, their partners, successors, assigns, and legal representatives to the other parties to this AGREEMENT and to the pa1tners, 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 Specialist. R. Conflict of Interest 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 pe1formance 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 T. 1. 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 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, information, 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. AmeriĶans 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 neg I igence. 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 WATER CONSERVATION PIE PAGES OF l I ---PAGE BREAK--- 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. U. PROJECT Confidentiality: Maintaining confidentiality of the PROJECT information, including sensitive information 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 pmties 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 terms and conditions of this AGREEMENT as if named specifically herein. W. Non-discrimination. 2 0 0 9. 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. wJ bLt' IN WITNESS WHEREOF, the parties hereto have set their hand this Z day of -Mpt.eJ=Re¥, PALOUSE-CLEARWATER ENVIRONMENTAL INSTITUTE CITY OF MOSCOW A1 Greg F&zell Education Program Director WATER CONSERVATION PIE PAGE60FII ---PAGE BREAK--- STATE OF IDAHO ) ) ss. COUNTY OFLATAH ) ACKNOWLEDGMENT On this day of09, before me, a Notary Public in and for said State, appeared Greg Fizzell, Education Program Director, 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 Environmen WATER CONSERVATION PIE PAGE? Or-II ---PAGE BREAK--- ATTACHMENT A SCOPE OF WORK Product 1: Community-based Education Program Summary: Design a quarterly four page newsletter highlighting current City water issues; set up and staff education booths at community events; design/distribute educational materials; distribute conservation devices. Educate City employees and Water Department Open House guests through recycling and waste sorting program at Open House. Task I: Quarterly Newsletter Timeline: Published mid month of January 2010, April 2010, July 2010, and October 2010. 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 information and resources;'· This information 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 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 format to the City Water Department office the first week of December 2009 for the newsletter to be published January 2010, the first week of March 2010 for the newsletter to be published April 2010, the first week of June 2010 for the newsletter to be published July 2010, and the first week of September 20 I 0 for the newsletter to be published October 20 I 0. • 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 form 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 2010, April 2010, and July 2010 newsletter will be returned to the City in electronic form, 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 2010 newsletter must be submitted to the City by September 29th, 20 I 0 for timely billing purposes. Task 2: Community Event Booths (8 total) Timeline: PCEI will set up and staff a Water Conservation Booth at eight annual events. The events that must be attended will include the following: I. Home and Garden Expo in March 2010 (2 days, booth hours to be shared with Water Department staff) 2. Water Department Open House Children Activity Tables in May or June 2010 (I day) 3. Green Fair in May 2010 (2 days) 4. Farmers Market May 2010 (I day) WATER CONSERVATION PIE PAGE 8 OF II ---PAGE BREAK--- 5. Farmers Market July 2 01 0 (I day) 6. Farmers Market August 2 01 0 (I day) 7. Farmers Market September 2 01 0 (I day) 8. Latah County Fair September 2 01 0 (Thursday, Friday, Saturday, and Sunday - 4 days, booth hours to be shared with Water Department staff) PCEI and the Moscow Water Department may recommend and mutually agree upon substitutes for the above booth events. All events must be specifically about water conservation but can be part of a broader program. Multiple day events, such as the Latah County Fair will be counted as one ( l ) event. Work Plan: • PCEI will staff a water conservation information booth at eight events (not days) per year within the Moscow conununity. PCEI staff will coordinate with the City to determine the appropriateness of existing materials and displays for the booth; updates, revisions, and upgrades will be completed by PCEI. • The water conservation information booth events will also serve as venues for water conservation device and educational material dispersal to the general Moscow citizenry. At these events, recipients of such materials must be Moscow residents and provide their address and phone number on a tracking form, to insure that materials are being distributed to City clients. • Content for the water conservation information booth will be updated and revised as needed, reflecting changes in City water conservation policy, technology, and other variables. • After each booth completion, a total number of contacts made and a summary of the booth experience will be sent to City Water Department via electronic mail within two weeks of booth completion. • Any materials from the City Water Department used at the booth must be returned to the Water Department within one ( 1 ) week of the booth completion. • Water Department will arrange booth/exhibit space with the appropriate parties for each event and will cover any costs incurred for said exhibit space. Task 3: Waste Sorting for Water Department Open House Picnic Timeline: Water Department Open House in either May or June 2 01 0 Work Plan: During the Water Depattment Open House, PCEI will set up, maintain, operate, and sort during the event, all Open House picnic waste at the waste sorting station. PCEI will dispose of all waste as appropriate for the waste, recyclables, and compost. All materials for this smting station will be provided by the City, but must me collected by PCEI. Product II: School-based Education Program Summary: Conduct classroom visits to promote City of Moscow's water conservation message for K- 1 ih grade. Continue a fall Water Awareness Event. Task 1: Classroom Visits (43 total) Timeline: Ongoing throughout 2 0 09-2 01 0 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. WATER CONSERVATION PIE PAGE90FII ---PAGE BREAK--- • The brochure outlining the cutTiculum 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/educationlprogram 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 be expanded to 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. Task 2: Fall Water Awareness Event Timeline: Watershed Festival October 2009 Work Plan: • Each October, PCEI organizes a Watershed Festival for area 4th-grade students. At this event, over one hundred fifty ( 150) students learn about watershed concepts, including ground water and aquifers. Learning unit places emphasis on water conservation and ways that students can help to conserve. Teachers are provided with evaluation forms to improve this event each year. • A total attendance count and the evaluation forms for the Watershed Festival program will be compiled into electronic files and sent to the City Water Department through electronic mail. Each file will be sent to the Water Department within one month of the end of the festival and activity. WATER CONSERVATION PIE PAGEIOOFII ---PAGE BREAK--- . . . ATTACHMENT B BUDGET/ ITEMIZED COST ESTIMATE FY 2010 ITEMIZED COST Product I: Community-based Education Program Hours Cost Task I: Quarterly Newsletter Newsletter I 75 $2,362.50 Newsletter 2 75 $2,362.50 Newsletter 3 75 $2,362.50 Newsletter 4 75 $2,362.50 Task 2: Community Event Booths (8 total) 80 $2,520.00 Task 3: Waste Sorting for Water Department Open House Picnic 8 $252.00 Subtotal Product 1: 388 $12,222.00 Product II: School-based Education Program Task 2: Classroom Visits (43 total) 183 $5,764.50 Cost per classroom visit = $134.06 Task 2: Water Awareness Event Water Awareness Event 63.9 $2,012.85 Subtotal Product 2: 246.9 $7,777.35 Total: 634.9 $19,999.35 WATER CONSERVATION PIE PAGE II OF II ---PAGE BREAK---