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AGREEMENT FOR INDUSTRIAL PARK MASTER PLANNING PROFESSIONAL CONSULTATION SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND WHP ACIFIC, INC. THIS AGREEMENT FOR INDUSTRIAL PARK MASTER PLANNING PROFESSIONAL CONSULTATION SERVICES 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 WHPacific Inc., a Corporation of the State of Alaska, 300 West 3151 Avenue, Anchorage, Alaska 99503 (hereinafter referred to as "CONSULT ANT"). W I T N E S S E T H: WHEREAS, CITY wishes to identify a suitable site for the development of an industrial park in or near the City of Moscow and wishes to prepare a master plan for the ultimate development of said industrial park (hereinafter referred to as 11 PROJECT11); and WHEREAS, it is CITY's intent to hire CONSULTANT to assist in the preparation of this industrial park development master plan; and WHEREAS, CITY has complied with applicable provisions of law regarding retaining professional services such as those contemplated; NOW, THEREFORE, be it agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION 1: THE PROJECT CONSULT ANT shall provide professional services for PROJECT as outlined in this Agreement in accordance with the terms and conditions of this Agreement for the preparation and completion of a needs assessment study. The final draft of the study shall be presented in written and graphical form based on CONSULTANT's experience to maximize the ease of reading and understanding by all parties. Both bound and unbound copies of the report shall be provided for easy reproduction and dissemination. SECTION II: SCOPE OF WORK The Scope of Work and level of effort for PROJECT is detailed in Exhibit attached hereto, and by this reference made a part of this AGREEMENT. PROFESSIONAL SERVICES AGREEMENT- INDUSTRIAL PARK MASTER PLAN PAGE I OF7 ---PAGE BREAK--- SECTION III: COMPENSATION A. Compensation and Tenn. For the services performed pursuant to this Agreement, CONSULTANT shall be compensated in a stipulated sum not to exceed seventy-nine thousand six hundred dollars ($79,600). The term of this Agreement shall not exceed twelve (12) months from the date of its execution. B. Payment. Payment for services rendered by CONSULT ANT shall be m accordance with the following: CONSULT ANT shall submit invoices to CITY for proportional work completed within the billing period. CITY shall ensure that their respective funds are available and in an account designated for PROJECT prior to and for the duration of PROJECT. Payments for invoices prepared by CONSULTANT shall be due and payable net thirty (30) days by CITY. SECTION IV: OTHER TERMS AND CONDITIONS A. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between CONSULTANT and CITY by the terms of this Agreement. It is understood by the parties hereto that CONSULT ANT 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. Any sub-consultant used in PROJECT are the sole responsibility of CONSULTANT and are not considered to have an employer/employee relationship with either CITY by the terms of this Agreement. B. Termination of Agreement This Agreement may be terminated by CONSULTANT upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of CONSULTANT. CITY may terminate this Agreement upon thirty (30) days' written notice without cause and without further liability to CONSULT ANT except as designated by this Agreement. All working documents and drawings shall become the property of, and shall be surrendered to CITY. CONSULT ANT shall cease all work immediately upon receipt of notice of termination and shall not be entitled to payment for any work performed after receipt of notice of termination, absent an express written agreement from CITY. PROFESSIONAL SERVICES AGREEMENT-INDUSTRIAL PARK MASTER PLAN PAGE 2 OF 7 ---PAGE BREAK--- C. Extent of Agreement This Agreement may be amended only by written instrument signed by all parties hereto. D. Data of Record CITY shall make available to CONSULTANT all teclmical data of record in CITY possession, including maps, surveys, borings, and other information required by CONSULT ANT relating to the PROJECT. All reports, and other data, furnished to CONSULTANT by CITY shall be returned to CITY. All designs, drawings, specifications, documents, and other work product prepared by CONSULT ANT prior to completion or termination of this AGREEMENT are instruments of service for P ROJECT and are property of CITY which shall be delivered to CITY by CONSULT ANT upon completion of PROJECT. CONSULTANT shall bł entitled to rely on the completeness and accuracy of all information provided to it by the CITY. E. Standards of Work CONSULTANT 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 confonn to professional standards and CONSULT ANT shall use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. CONSULTANT shall perform services as expeditiously as possible as is consistent with professional skill and care and the orderly progress of the work. Unless approved by CITY, CONSULTANT shall not exceed the time limits established by the schedule, except for circumstances out of CONSULT ANT's control. F. Insurance CONSULTANT shall maintain through this Agreement the following insurances: 1. Worker's compensation and employer's liability insurance as required by the State of Idaho. 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 million dollars ($1,000,000) 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 CONSULTANT or of any of its employees, agents, or subcontractors, with one million dollars ($1,000,000) per occurrence and in the aggregate; PROFESSIONAL SERVICES AGREEMENT-INDUSTRIAL PARK MASTER PLAN PAGE30F7 ---PAGE BREAK--- G. Indemnity and Hold Hannless I. CONSULTANT waives any and all claims and recourse against CITY including rights of contribution for loss or damage to persons or prope11y arising from, or growing out of, or in any way connected tWith or incident to CONSULTANT's performance of this Agreement, except for liability arising out of the negligence of CITY or its officers, agents or employees. 2. CONSULTANT agrees to indemnify and hold hmmless CITY and its officers, agents and employees against all losses and damages of any nature whatsoever resulting from any injury or damages sustained by any person(s) or prope11y to the extent resulting from any negligent act, error or omission of CONSULTANT 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 CONSULTANT 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 CONSULTANT's sole negligence. H. Costs and Attomey 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 attomey's fees and other costs and expenses, as determined by a court or through alternate dispute resolution. I. 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 conceming 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. J. Binding of Successors CITY and CONSULTANT each bind themselves, their partners, successors, assigns, and legal representatives to the other parties to this Agreement and to the partners, successors, assigns, and legal representatives of such other parties with respect to all covenants of this Agreement. K. CITY Representatives PROFESSIONAL SERVICES AGREEMENT- INDUSTRIAL PARK MASTER PLAN PAGE40F7 ---PAGE BREAK--- Representatives shall be selected from the original selection committee formed for PROJECT for CITY to ensure consistency in PROJECT. The authorized representatives 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. L. Conflict oflnterest CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, in PROJECT, which would conflict in any manner or degree with the performance of its services hereunder. CONSULTANT further covenants that, in performing this Agreement, it shall employ no person who has any such interest. M. Special Provisions 1. Ownership and Publication of Materials. All reports, information, data, and other materials prepared by CONSULT ANT pursuant to this Agreement shall be the propetty of CITY, which shall be the exclusive and umestricted authority to release, publish, or othetwise 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 CONSULTANT's direction shall void CONSULTANT's liability under this subsection. 2. Disclosure of Materials. It is expressly understood by CITY and CONSULTANT that all reports, information, data and other materials prepared by CONSULT ANT 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. Americans With Disabilities Act. With specific respect to design requirements of the Americans with Disabilities Act of 1990 (ADA), CITY understand that legal interpretation of ADA is not a design professional issue to be addressed by CONSULTANT and, accordingly, CITY agree to waive any action against CONSULTANT and agrees to indemnify and defend CONSULT ANT against any claim arising out of legal interpretation of the ADA other than for CONSULTANT's sole negligence. N. PROJECT Confidentiality: Maintaining confidentiality of PROJECT information, including information about CITY. All PROJECT communications and reports for PROJECT shall be handled in a professional manner. After PROJECT, CONSULTANT shall retum to CITY all documents obtained from CITY or generated during the course of this PROJECT. CITY may modify this approach prior to finalizing PROJECT contract documents, if so desired. PROFESSIONAL SERVICES AGREEMENT- INDUSTRIAL PARK MASTER PLAN PAGE 5 OF7 ---PAGE BREAK--- 0. Qualified Estimates of Cost The estimates of cost for PROJECT herein are to be prepared by CONSULT ANT through exercise of their professional experience and judgment in applying presently available cost data; but it is recognized that CONSULT ANT has no control over cost of labor and materials, or over competitive bidding procedures and market conditions. . Nothing in this paragraph shall serve to release or relieve CONSULTANT from exercising the skill, care, and professional judgment exercised by similarly situated profession organization. The CITY acknowledges that the CONSULTANT makes no warranty, express or implied, as to the accuracy of such opinions as compared to bid or ac;tual costs. P. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties conceming 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. CONSULT ANT 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. Q. Ownership and Publication of Materials. All reports, information, data and other materials prepared by CONSULTANT 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 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. R. Non-discrimination. CONSULTANT 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. PROFESSIONAL SERVICES AGREEMENT- INDUSTRIAL PARK MASTER PLAN PAGE 6 OF7 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. CONSULTANT CITY City of Moscow, Idaho ACKNOWLEDGMENT STATE OF ) ) ss. County of On this L{ft.. day of , 2009, before me, a Notary Public in and for said State, appeared Tit 1>1B WVt.tS , known to me to be the person named above and acknowledged that he/she executed the foregoing document as the duly authorized representative for 1$_c . (CONSULTANT), with authority to bind CONSULTANT to the terms of thls Agreement. OFFICIAL SEAL ADINA CHUNG BRIGHAM NOTARY PUBLIC·OAEGON COMMISSION NO. 437975 MY COMMISSION EXPIRES APRIL 1, 2013 Notary Public for the State of Dr.e1r'"'- Residing a.t . qr A My commission exprres /1:p-v)l /J 2.-»13 PROFESSIONAL S ERVICES AGREEMENT- INDUSTRIAL PARK MASTER PLAN PAGE70F7 ---PAGE BREAK--- EXHIBIT Southeast Moscow Industrial Park Master Plan Project Scope of Work Project Assumptions: 1. The City will make available for our use, existing aerial photogrammetric data of the study area and surrounding neighborhood. Data would include items such as aerial photos both historic and cmTent, site topography at 2-foot interval, digital parcel map, existing utilities, future planned utilities, easements, existing subdivision plat, zoning ordinances, etc. 2. The City will secure access agreements from existing property owners for our crews to perform site studies and surveys. 3. The City will be responsible to assemble and notify who they wish to secure public input and comment dming the project. We understand that it will be a group of local property owners and/or stakeholders in the immediate vicinity of the project. We have budgeted three meetings to assist the City in informing and soliciting input from this group. 4. Our scope of work does not include the preparation of construction documents, specifications, CC&R/Design standards or preliminary plat. 5. Estimates of Probable Cost will be commensurate with the level of design completion for the master planned infrastructure. SCOPE OF WORK: I. Component 1: Site Suitability Analysis Component Tasks: 1. Perform Kick-off meeting with City staff and team to exchange data, review scope of work, project schedule, roles and responsibilities of all parties. 2. Conduct a site suitability assessment for the proposed uses, field document existing site features, structures and characteristics, adjacent land-uses, and natural systems. Component Deliverables: 1. Kick off meeting minutes and Site Analysis Technical Memorandum #1 detailing the documented site opportunities and constraints and accompanying map Component Timeline: Complete by November 6, 2009 II. Component 2: Floodplain and Floodway Assessment and Modeling A. Component 2 Sub-Task Field Survey: Component Tasks: ---PAGE BREAK--- 1. Assemble existing available data and aerial photographs. 2. Establish survey control and appropriate elevation datum. 3. Survey FEMA cross-section locations to capture current topographic conditions within the Subject Reach, to be defined as that portion of the South Fork of the Palouse River beginning approximately 2,000 feet upstream of the Paradise Ridge Road bridge and continuing to a point approximately 2,450 feet of the U.S. Highway 95 bridge. 4. Conduct additional spot elevation surveys to verify and validate the City of Moscow's existing digital Elevation Model between FEMA cross-section locations within the subject reach area. Component Deliverables: 1. Technical Memorandum #2 detailing the results of the topographic sUivey work including: o Cross sectional survey data (Corrected as necessary) including overview map showing cross section locations and cross-sectional profile drawings detailing cross section stationing and ground elevations. o Spot elevation map showing location, coordinates and ground elevation of spot elevation check locations and comparison to City of Moscow digital elevation model data. Component Timeline: Complete by November 30, 2009 B. Component 2 Sub-Task B. - Existing Condition Hydraulic Modeling: Component Tasks; 1. Recreate FEMA HEC-2 Model in HEC-RAS for the Subject Reach and document differences as required by FEMA policy on use ofHEC-RAS. 2. Conduct regional regression analysis for the South Fork of the Palouse River Watershed and determine accurate hydrologic model inputs. 3. Reconstruct FEMA model and remodel floodplain and floodway for existing conditions within the Subject Reach utilizing FEMA, lTD and TenaGraphics hydrologic input values. 4. Compare results with existing FIRM. Component Deliverables I. Technical Memorandum #3 detailing FEMA HEC-2 Model in HEC-RAS for the Subject Reach and document differences as required by FEMA policy on use of HEC-RAS 2. Technical Memorandum #4 detailing regional regression hydrologic model input calculation, and results of the existing condition hydraulic modeling utilizing CUITent topographic survey data including a map detailing the floodplain and flood way horizontal extent and vertical elevations, analysis and comparison with current regulatory floodplain and floodway locations, and documentation of model inputs and model calculation outputs. ---PAGE BREAK--- 3. HEC-RAS model in digital format. Component Timeline: Complete by December 22, 2009 C. Component 2 SubS Task C. - Channel Design Determination: Component Tasks: 1. Meet with City Staff and stakeholders to review floodplain modeling results and decide upon channel design option. Component Deliverables: 2. Technical Memorandum # 5 detailing the selected design approach (Task D l or Task D2) and agreed upon design criteria and objectives. Component Timeline: January 15,2010 D. Component 2 Sub-Task Dl. - Flood Hazard Mitigation Design: Component Tasks: 3. Design a flood hazard mitigation plan that achieves the desired flood hazard mitigation results, relocates the floodway as practical, improves the floodplain function, and facilitates the development of the linear park concept. 4. Update HEC-RAS model with new configuration and complete modeling of proposed design. 5. Prepare design drawings for flood hazard mitigation project including estimated excavation quantities and probable costs. Component Deliverables: 1. Technical Memorandum # 6 detailing the flood hazard mitigation design process including plans for reconfigured floodplain and floodway (including plan view design drawings, stationed design channel cross sections), HEC-RAS model results of the flood hazard mitigation design and map of resulting floodplain and floodway locations, bank stabilization and planting details, and estimates of quantities and engineer's cost estimates. 2. HEC-RAS model in digital format. 3. Other documentation as required for Conditional Letter of Map Revision Application. Component Timeline: Complete by February 26, 2010 D2. Component 2 Sub-Task D2.- Channel Restoration Design: Component Tasks: 1. Design a stream restoration project that incorporates improved floodplain function, improved water quality and linear park concept ---PAGE BREAK--- 2. Update HEC-RAS model with new configuration and complete modeling of proposed design. Component Deliverables: 4. Technical Memorandum # 6 detailing the channel restoration design process including plans for reconfigured floodplain and floodway (including plan view design drawings, stationed design channel cross sections), HEC.RAS model results of the restoration design and map of resulting floodplain and floodway locations, bank stabilization and planting details, and estimates of quantities and engineer's construction cost estimates. 5. HEC-RAS model in digital format. 6. Documentation as required for LOMR Application. Component Timeline: Complete by February 26, 2010 III. Component 3: Land Use, Lot Layout and Infrastructure Plan Component Tasks 7. Prepare a Site Land Use Plan illustrating the various industrial land uses, lot layout, conceptual layout of possible building and parking configurations within each lot, road alignment and rights of way, sidewalks, conceptual linear park design along the South Fork of the Palouse River and linear park amenities. This plan will be overlaid and incorporated into the aerial photo for illustrative. purposes and color rendered. This enhanced product will greatly assist in securing additional grant monies but primmily it will assist in the successful marketing of the site. A prospective tenant will be able to gain a better understanding of the development oppo1tunities that this site possesses. In addition, this enhanced graphic would be anticipated to be used as the Cities primmy marketing graphic. 8. Prepare a conceptual Grading Plan to establish approximate finish floor elevations and road elevations. 9. Prepare a conceptual Utilities Plan for sanitary sewer, water, and stonn water services that suppmt the site as well as d1y utility services. Suggested locations for storm water treatment will be identified. Additional investigation of the needed utilities to serve anticipated growth areas to the west, north and east of the subject site will affect the infrastructure plans within the industrial site. We will coordinate with city engineering staff on any anticipated infrastructure extension plans that will need to be designed to and/or through the subject site. Understanding the critical issues of these utilities for the future will ensure that maximum flexibility is provided in the orderly development of the industrial park and ensure that their location will not preclude development in any manner. 10. Prepare Site Sections that will depict recommended design standards and landscape treatment within the public rights of way, and linear park. 11. Prepare proposed Phasing Plan for the development of the industrial park calibrated to anticipated market demand. ---PAGE BREAK--- Component Deliverables 1. Technical Memorandum #7 including a narrative description of the land use, layout, Infrastructure and phasing plans, and recommended design and landscaping standards including the following attachments: o Illustrative Site Land Use Plan o Conceptual Grading Plan o Conceptual Utilities Plan o Illustrative Site Sections o Site Development Phasing Plan Component Timeline: Complete by April25, 2010 IV. Component 4: Estimate of Probable Construction Cost and Final Report Component Tasks: 1. Prepare an estimate of probable construction cost based upon the approved Illustrative Site Plan and conceptual Grading and Utilities Plans. The estimate will be based upon current estimated construction costs and broken down phase in accordance with the phasing plan. 2. Prepare final report text and illush·ative drawings, bound within a three ring binder. Component Deliverables: 1. Estimate of Probable Construction Costs 2. Final Report documents- copies bound and di.gital file Component Timeline: Complete by April25, 2010 Project Meetings We have planned to have the following meetings during the course of the project. • Kick off meeting with staff and design team. . . . . . . . . . . . . . Date TBD 0 Visit will include meetings with appropriate City Staff and a private meeting with key internal prope11y owners • Local Community Meeting# I- Intro & Modeling Results......... Date TBD 0 Visit will include meetings with appropriate City Staff, a property owner/stakeholder meeting to introduce the project, and presentation to City Council to introduce the project • Local Community Meeting Conceptual Plan... . Date TBD 0 Visit will include meetings with appropriate City Staff, a property owner/stakeholder meeting to present preliminary concept draft and solicit comments • Final Community Meeting Final Plan Presentation . . . . . . . Date TBD 0 Visit will include meetings with appropriate City Staff, and property owner/stakeholder meeting to present final concept plan, and presentation of final concept plan to the City Council ---PAGE BREAK---