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AGREEMENT THIS AGREEMENT , dated this 15th day of May 199 by and between the City of Moscow, a political subdivision and municipal corporation of the State of Idaho (hereinafter, "City") and SCS Engineers, (hereinafter, "Contractor"); WHEREAS, the City intends to engage Contractor to perform certain professional services for a project known as Solid Waste Recycling Redemption Center, in phases, (hereinafter referred to collectively as the "PROJECT") as described in Attachment A, Request for Proposal for Consulting Services; WHEREAS, the Contractor has reviewed the scope of the work to be performed under this agreement; NOW THEREFORE, the City and the Contractor, in consideration of the mutual covenants and stipulations set out, do hereby agree as follows: ARTICLE 1. CONTRACT DOCUMENTS The Contract Documents which comprise the entire agreement between the City and the Contractor concerning the work consist of this agreement, pages one through five and the following exhibits to this agreement: 1. Exhibit A: Request for Proposal for Consulting Services for the Solid Waste Recycling Redemption Center; 2. Exhibit B: Solid Waste Recycling Redemption Center, City of Moscow, Idaho, Scope of Work, dated March 30, 1992; 3. Exhibit C: Proposal for the Design of the Solid Waste Recycling Redemption Center, dated February 27, 1992; 4. Exhibit D: Change Orders which may be delivered or issued after the effective date of this agreement and are not attached hereto. There are no contract documents other than those listed in Article 1. This agreement may only lue amended by change order as provided herein. ---PAGE BREAK--- ARTICLE 2. WORK The Contractor shall complete the entire Work as specified, indicated and required under the Contract Documents. ARTICLE 3. SCOPE OF WORK Contractor shall provide professional services for the PROJECT as outlined in the Contract Documents in accordance with the terms and conditions of this Agreement. The Project shall proceed in two phases, described as: A. Phase 1: Phase I Phase I Presentation Project Management for Phase I B. Phase 2: Phase II Design 1. Task 1 2. Task 2 Project Management for Phase II ARTICLE 4. CHANGES IN THE WORK (Change Orders) The City and the Contractor may make additions to the scope of Work by written mutual agreement. The City may omit work previously ordered, without penalty, by written instructions to Contractor. The provisions of this Agreement, with appropriate changes in Contractor's compensation and project schedule, shall apply to all additions and omissions. It is further agreed that the Project is to be completed in two phases, and that the City shall retain the right to direct Contractor to halt work, including work in progress, at any time, and during any phase, without penalty, subject only to Contractor's right to compensation for work performed on the project up to the date Contractor is directed by City to halt work. ARTICLE 5. RESPONSIBILITIES OF THE CLIENT The City will: A. Provide to Contractor all specifications, criteria and full information as to its requirements for the PROJECT. B. Upon identification by the Contractor and approval by the City of the AGREEMENT FOR SERVICES PAGE 2 ---PAGE BREAK--- necessity and scope of information required, furnish the Contractor with data, reports, surveys, and other materials and information required for the PROJECT, except those included in Contractor's scope of work. C. Acquire all land and rights-of-way as required for the PROJECT. D. Provide access to the PROJECT site and make all provisions for Contractor to enter upon public and private lands as required for Contractor to perform its services under this Agreement. E. Examine all studies, reports, sketches, opinions of the construction costs, specifications, drawings, proposals and other documents presented by Contractor to the City, and remit to Contractor, in writing, the City's decisions pertaining thereto within a week, or, if a longer time is needed, within a period mutually agreed upon. F. Furnish to Contractor, prior to execution of this Agreement, a copy of any design and construction standards the City shall require Contractor to follow in performing its services under this Agreement, provided, that Contractor shall be deemed to be aware of all applicable building codes, uniform codes, etc. that have been adopted by the jurisdiction in which the Project is located. ARTICLE 6. PROJECT SCHEDULE Contractor shall commence the work within 7 days of the execution of this agreement. ARTICLE 7. COMPENSATION A. For services performed pursuant to Phase 1 of the Project, Contractor shall be compensated for time and expenses in accordance with Contractor's standard rates in effect at the time of execution of this Agreement, up to a limit of TWELVE THOUSAND DOLLARS ($12,000.00). Such standard rates are included in the Contract Documents, Exhibit B. B. For services performed pursuant to Phase 2 of the Project, Contractor shall be compensated for time and expenses in accordance with Contractor's standard rates in effect at the time of execution of this Agreement, up to a limit of FORTY NINE THOUSAND FIVE HUNDRED TEN DOLLARS ($49,510.00). Such standard rates are included in the Contract Documents, Exhibit B. AGREEMENT FOR SERVICES PAGE 3 ---PAGE BREAK--- ARTICLE 8. PAYMENT Payment for services rendered by Contractor shall be in accordance with the following: A. For Phase 1, Contractor shall submit invoices to the City, and Contractor shall be compensated therefore for time and expenses incurred during that period. B. For Phase 2, Contractor shall submit invoices to the City and the Contractor shall be compensated therefore for time and expenses incurred during that period. Payments for invoices prepared by Contractor shall be due and payable net 30 days. If the City does not make payments to Contractor in accordance with this agreement, Contractor may suspend its services on the basis of non performance on the part of the City. When such progress payments are restored, Contractor shall continue its services under this Agreement. ARTICLE 9. STANDARD OF PERFORMANCE AND INSURANCE A. In performance of its obligations under this Agreement, the Contractor will use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. B. Contractor shall, during the performance of this agreement, keep in force Workmen's Compensation insurance, Employers Liability insurance for its employees, Errors and Omissions insurance and General Liability insurance each having a limit of one million dollars ($1,000,000.00) ARTICLE 10. GENERAL CONSIDERATIONS A. Contractor shall prepare its drawings, specifications, and reports in a timely manner, but it is agreed between the parties to this Agreement that Contractor shall not be responsible for delays occasioned by factors beyond its control. B. Contractor shall not disclose, nor shall Contractor permit disclosure of any information designated by the City as confidential, except to its employees and other consultants who need such information in order to properly execute the services of this Agreement. AGREEMENT FOR SERVICES PAGE 4 ---PAGE BREAK--- C. Where applicable, statements concerning probable construction cost and detailed cost estimates prepared by Contractor represent the judgment of professionals familiar with the construction industry. It is recognized, however, that neither Contractor nor the City has any control over the cost of labor, materials, or equipment, over certain methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, Contractor does not guarantee that bids will not vary from any statement of probable construction cost or other cost estimate prepared by Contractor. D. Any drawings and specifications developed pursuant to this Agreement are instruments of Contractor's service. As such, the original documents, tracings, and field notes are and remain the property of SCS. The City shall be allowed to retain copies, including reproducible copies thereof, and further, the City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data or other material prepared pursuant to this Agreement. The City shall be responsible for any errors or omissions that may occur through the further use of the materials. ARTICLE 11. TERMINATION Either party may terminate this contract at any time by giving written notice to the other party of such termination and specifying the effective date of such termination. In that event, all finished or unfinished documents and other materials as described in Article 10, section D. shall be copied and made available to the City. IN WITNESS WHEREOF, said Contractor and City have caused this agreement to be executed on the day and year first above written. ZCJ:JcRt-- scs Engineers by: City: c C2 Vice-President Mayor ATTEST: A-s-s:.s-1 7' Secretary DAVID E. ROSS, SENIOR VICE PRESIDENT Elaine Russell, ity Cler AGREEMENT FOR SERVICES PAGE 5