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AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES This Agreement for PJofessional Engineering Services Related to a Water Conservation Plan, made and entered into this 03'c' day of 2003, 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 Economic and Engineering Services, Inc. (EES), 626 Columbia Street NW, Suite 2A, Olympia, Washington, 98501-1099, (hereinafter referred to as "ENGINEER"). W ITN E S S ET H: WHEREAS, CITY wishes to develop a Water Conservation Plan for the City of Moscow, Idaho pursuant to Scope of Work and Schedule herein (hereinafter referred to as "Project"); and WHEREAS, ENGINEER agrees to perform Scope of Work 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: SC OPE OF WORK ENGINEER agrees to perform each element of the following: Task I: Introductory workshop A. Receive comment and expectations from CITY staff and the CITY Health and Environment Commission B. Obtain consensus for expectations and deliverables C. Define procedures to be used in evaluating conservation measures D. Define Project timeline E. Advance materials F. Prepare memo summarizing results Task 2: Review CITY Data on Production and Demand A. Review available demand (consumption) data B. Review available production data C. Review growth projections in terms of implications for water use D. Prepare technical memorandum presenting tables and graphs and documenting sources of the information for CITY Public Works and CITY Health and Environment Commission consideration and direction Task 3: Evaluate Incentive, Hardware and Technical Assistance Measures A. Review incentive, hardware and technical assistance measures CITY has performed in recent past B. Research and evaluate prototype measures C. IdentifY application of measures to different customer categories D. Document which measures appear most suitable for implementation in Moscow AGREEMENT fOR PROFESSJONAL SERVICES WATER CONSERVATION PLAI'<"NING PAGE I OF9 2003-46 ---PAGE BREAK--- E. Compare relative costs of the various measures F. Recommend selected measures G. Provide technical memorandum providing comparison of the various measures according to criteria developed under Task I to CITY Public Works and CITY Health and Environment Commission Task 4: Evaluate Public Information and Education programs A. Review existing public information program and assess effectiveness B. Research and evaluate alternative programs C. Recommend new or modified public information program D. Technical memorandum summarizing the results of Task 4 Task 5: Evaluate Tiered Rate Structures A. Review current CITY water rate structure and assess relationship to conservation program B. Research and evaluate alternative programs C. Recommend new or modified rate structure to carry forward into a rate design process D. Technical memorandum and oral presentation documenting the rate structure evaluation and summarizing the recommendations E. Present recommendation to CITY Public Works and CITY Health and Environment Commission F. This activity will characterize alternative rate structures and present pros and cons, but will not specific design of rates for implementation. It is assumed CITY will carry out a rate study separately to develop the specific rate design. Task 6: Evaluate Water System Measures to Manage System Water Uses and Losses (flushing, main leakage, etc.) A. Review water system measures CITY has performed in recent past to control water system uses and losses B. Research and evaluate prototype measures C. Recommend water system measures D. Accounting of billed and unbilled water E. Brief technical memorandum summarizing the results of Task 6 Task 7: Prepare Draft Technical Memorandum A. Summarize data reviewed and evaluation procedures B. Present recommendations from previous tasks C. Overall timeline, and priorities among different conservation measures D. Forecast anticipated reduction in demand E. Forecast utility impact (costs, staffing, operations, revenues, etc.) F. Provide adequate documentation to justify validity of conclusions G. Technical memorandum Task 8: Prepare Final Technical Memorandum A. Meet with CITY Staff and CITY Health and Environment Commission to review draft recommendations AGREEMENT FOR PROFESSIONAL SERVICES WATER CONSERVATJON PLANNING PAGE20F9 ---PAGE BREAK--- B. Receive feedback and revise recommendations as needed C. Prepare final Technical Memorandum Task 9: Project Management A. Work with CITY Public Works and CITY Health and Environment Commission on scheduling meetings and delivery dates B. Prepare invoices C. Perform QA/QC on Task 7 draft technical memorandum DELIVERABLES: CITY shall provide the following to ENGINEER in relationship to Project: Task 1: A. CITY shall determine and reserve workshop venue, set date and invite all participants. B. CITY shall reproduce and distribute copies of all materials utilized for Task I workshop Task 2: A. CITY shall provide historical consumption from year 2000 to present B. CITY shall provide historical production from year 1979 to present; plus individual years 1963 and 1970 C. CITY shall provide projections, as available D. CITY shall provide data requested in Excel format. Task3: CITY shall provide information on current or past water conservation actions Task 4: CITY shall provide information on current or past information/education programs Task 5: CITY shall provide information on current rate structure and billing system capabilities Task 6: A. CITY shall provide information on system water uses, losses and non-revenue water B. CITY shall provide information on initiatives already undertaken Task 7: A. CITY shall provide written comments on previous task memoranda (Tasks 2-6) B. CITY shall assist ENGINEER in making decisions on any comments that are contradictory C. CITY shall reproduce and distribute memorandum AGREEMENT FOR PROFESSIONAL SERVlC'ES WATER CONSERVATION PLANNING PAGE30F9 ---PAGE BREAK--- Task 8: A. CITY shall reserve meeting venue, set date and invite all participants B. CITY shall provide written comments on draft technical memo C. CITY shall reproduce and distribute final document as needed Task 9: CITY shall communicate regularly with ENGINEER 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 it 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 I. Payment for services is provided in accordance with the cost described in the following Section II B 2. 2. Maximum Costs Section I - The cost for engineering services for Project as described in Section I, Scope of Work, Tasks I through 8 is a not-to-exceed fee of twenty five thousand dollars ($25,000) with payment based on hourly rates provided hereinbelow which shall include all fixed fees (profit) and overhead; and direct costs. 2003 Hourly Rate Schedule Graham $105 /hr Sanchez-Vimoche $123 I hr EES Planner . $ 7 5 I hr Gardes $110 I hr JUB Engineering . . . $ 8 8 I hr Support Staff... : $ 50 I hr Schedule of Events and Tasks Project startup and pre-workshop planning Task 1: Introductory Workshop AGREEMENT FOR PROFESSIONAL SERVICES WATER CONSERVATION PLANNING Week 1 Week3 PAGE40F9 ---PAGE BREAK--- Task 2: Review CITY data on production and demand Task 3: Evaluate incentives, hardware and technical assistance Task 4: Evaluate public information and education Task 5: Evaluate tiered rate structures Task 6: Evaluate water system measures (system uses and losses) Task 7: Prepare draft technical memorandum Task 8: Prepare final technical memorandum Work Hour Estimate Estimated Hours Sanchez- EES JUB Graham Vimoche Planner Gar des Engineer Task $105 $123 $ 75 $110 $ 88 1. Introductory Workshop 4 4 0 4 0 2. Review CITY data 4 0 0 4 8 3. Evaluate incentive, 8 0 24 4 4 hardware & technical assistance measures 4. Evaluate PIE programs 6 0 16 0 0 5. Evaluate tiered rate 2 24 0 0 0 structures 6. Evaluate system 4 0 0 12 8 measure 7. Prepare draft 6 6 18 4 6 memorandum 8. Prepare final 6 4 12 4 4 memorandum 9. Project Management 6 0 0 0 0 Totals 46 38 I 70 34 I 30 Support $ 50 4 4 8 6 6 6 10 10 4 58 WeekS Week 10 Week 10 Week 10 Week 10 Week 13 Week 17 Task Exps. Total $150 $1,702 $ 25 $2,009 $3,832 $30 160 $650 $4,112 $ 25 $2,769 $ 30 $4,216 $30 $3,344 $ 20 $ 850 I $ 960 $24,994 Bills submitted to CITY by ENGINEER shall list individual performing work and description of work performed. Bills shall be submitted on a basis to the CITY Engineer for approval and payment. Payment is due upon receipt of ENGINEER's statement(s). 3. CITY and ENGINEER may mutually agree to re-allocate task funding, providing the "not to exceed price" described in Section II B. 2. is unchanged. SECTION III: A. Termination of Agreement AGREEMENT FOR PROFESSIONAL SERVICES WATER CONSERVATION PLAr.'NJNG PAGE50F9 ---PAGE BREAK--- 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 with thirty (30) days notice without cause and without further liability to ENGINEER except as designated by this section. In the event of termination, ENGINEER shall be paid for services performed to termination date, including direct expense and including a percentage of the fixed fee based upon the work completed. All working Drawings shall become the property of, and shall be surrendered to, CITY. 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, borings and other information described in Section I. B. to ENGINEER supporting this work. D. Qualified Estimates of Cost The estimates of cost for 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 Project construction costs will not vary from their cost estimates as a result of these described factors. Nothing in this paragraph shall serve to release or relieve ENGINEER from exercising the skill, care, and professional judgment exercised by similarly situated profession engineers. E. Termination of Project If any portion of 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. F. ENGINEER's 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, ENGINEER has obtained Errors and Omissions Insurance in the amount of One Million Dollars ,000,000), and said insurance shall be held active for a two year (minimum) period from t11e date of completion of Project. CITY shall receive notice of any pending termination of said insurance within five days of first notice to ENGINEER. AGREEMENT FOR PROFESSIONAL SERVJCES WATER CONSERVATION PLANNING PAGE60F9 ---PAGE BREAK--- G. ENGINEER's 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 sole negligence. 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 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, 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. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties concerning 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 CITY. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. ENGINEER may use the services of independent contractors to perform portions of its obligations under this Agreement. Services performed by independent subcontractors will be billed to CITY by ENGINEER at actual cost plus ten percent (I but payment to such subcontractors shall not be in addition to the not-to-exceed amount of this Agreement. The liability of ENGINEER arising from the AGREEMENT FOR PROFESSIONAL SERVICES WATER CONSERVATION PLANNING PAGE70F9 ---PAGE BREAK--- work of its subcontractors shall be limited to proceeds available from its subcontractor's insurance(s) to the extent permitted by law. M. CITY'S Representatives CITY shall 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. N. Conflict of Interest ENGINEER covenants that they presently have no interest and will not acquire any interest, direct or indirect, in Project which would conflict in any manner or degree with the performance of services hereunder. ENGINEER further covenants that, in performing this Agreement, they will employ no person who has any such interest. 0. Ownership and Publication of Materials. All reports, information, data and other materials 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 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. 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, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. ENGINEER CffY Economic and Engineering Services, Inc. City of Moscow Idaho By Jo Maxwell, Pnnc1pal -If • DATED this /J day of-'ð 2003. AGREEMENT fOR PROFESSIONAL SERVICES WATER CONSERVATION PLA/'>.'NfNG PAGE80F9 ---PAGE BREAK--- STATE OF ) ) ss. County of Thurston ) ACKNOWLEDGMENT On this G day of rocvevr\\;)e ( , 2003, hefore me, a Notary Public in and for said State, appeared John Maxwell, known to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representative for Economic and Engineering Services, Inc. Agreemem'.Profe$sionalServices+ Watc:rConservationPiau ll-2003':pm Notary Public for the State of Washington Residing at 1bl4"ï Ctt ":l::zr My commission expires !\/shooS= AGREEMENT FOR PROFESSIONAL SERVICES WATER CONSERVATION PLANNING PAGE 9 OF 9