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AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO FIBERGLASS CLEANING AND REPAIR AT HAMILTON-LOWE AQUATIC CENTER BETWEEN CITY OF MOSCOW, IDAHO AND CONTEMPORARY FIBERGLASS CORPORATION THIS AGREEMENT RELATED TO FIBERGLASS CLEANING AND REP AIR AT HAMILTON-LOWE AQUATIC CENTER, made and entered into this 2.5...J-k day of f.tbcl6ttr* , 2009, by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Street, Moscow, Idaho, 83843 (heremafter referred to as "CITY"), and Contemporary Fiberglass Corporation, 10907 E. Marrietta, Spokane, Washington, 99206 (hereinafter referred to as "CONTRACTOR"). WITNESSETH: WHEREAS, CITY intends to contract for the repair of both water slides located at the Hamilton Lowe Aquatic Center [one ( 1) fifty four inch (54") Aqua tube water slide approximately two hundred twenty six feet (226') long (hereinafter "Slide 1 and the second slide, a thiliy two inch (32") Aquatube, approximately one hundred seventy two feet (172') long (hereinafter "Slide and also the cleaning of both Slides (hereinafter refened to as "PROJECT") which PROJECT is more specifically described hereinbelow; and WHEREAS, CONTRACTOR agrees to perform the various professional services required and defined hereinbelow at Section I, Scope of Work, with a not to exceed amount of seven thousand four hundred fifteen dollars ($7,415); NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the patiies hereto, as follows: SECTION 1: PROJECT Description: Repair and clean both Slide 1 and Slide 2 located at the City-owned Hamilton-Lowe Aquatic Center. PROJECT includes repairing fiberglass damage to at least three areas; repairing of approximately one hundred ( 1 00) small gel-coat damaged areas in both Slide 1 and Slide 2; removing and replacing all relevant seam caulking (which includes caulking with a high-grade ma1ine caulking and taping all seams to ensure a clean and workman-like effect); cleaning both Slides 1 and 2 which includes the following: ( 1) acid wash to remove most of the hard water stains; wet sand the worst areas to remove any remaining stubborn stains; buff entire inside surface with rubbing compound to remove dirt, oxidation and wet sanding marks; and polish entire inside surface with polisher/sealer to remove haze and rubbing compound scratches; AGREEMENT FOR PROFESSIONAL SERVICES CONTEMPORARY FIBERGLASS CORPORATION PAGE 1 OF 7 Zco'1·Cf'6 ---PAGE BREAK--- and training City staff on fiberglass and gel coat repair. PROJECT shall also include costs for safety equipment, travel, and miscellaneous expenses which are related directly to the PROJECT. CITY shall provide the appropriate colors and quantities of gel coat for the completion of the PROJECT. SECTION II: Scope of Work: The Scope of Work, as more particularly set out in Section I hereinabove, shall include repairing fiberglass damage, repairing of the holes in the Slides, fixing damage to the gel coat in both Slides, and cleaning both Slides, with additional training to CITY staff on fiberglass and gel coat repmr. SECTION III: CONTRACTOR shall fumish the following services for PROJECT and for compensation described in Section IV of this Agreement. The PROJECT shall be completed on or before May 22, 2009: 1. The PROJECT includes repairing fiberglass damage to at least three areas; 2. Repairing of approximately one hundred ( 1 00) small gel coat damaged areas in both Slides; 3. Removing and replacing all relevant seam caulking (which includes caulking with a high-grade marine caulking and taping all semns to ensure a clean and workman-like effect). 4. Cleaning both Slides 1 and 2 which includes the following: ( 1) acid wash to remove most of the hard water stains; wet sand the worst areas to remove any remaining stubbom stains; buff entire inside surface with rubbing compound to remove dirt, oxidation and wet sanding marks; and polish entire inside surface with polisher/sealer to remove haze and rubbing compound scratches; 5. Training City staff on fiberglass and gel coat repair. SECTION IV: Payment for Scope of Work: CITY shall pay to CONTRACTOR for Scope of Work, a total amount not to exceed seven thousand four hundred fifteen dollars ($7,415) unless otherwise provided for by amendment to this Agreement. AGREEMENT FOR PROFESSIONAL SERVICES CONTEMPORARY FIBERGLASS CORPORATION PAGE 2 0F7 ---PAGE BREAK--- SECTION V: A. Independent Contractor. The contracting parties warrant by their signature that no employer/employee relationship is established between CONTRACTOR and CITY by the tenns of this Agreement. It is understood by the parties hereto that CONTRACTOR 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. B. Other Considerations Regarding Fees and Costs. CONTRACTOR shall be paid twenty five percent (25%) (one thousand eight hundred fifty three and seventy five one/hundredths dollars ,853. 75]) of the not to exceed PROJECT cost upon execution of this Agreement. CONTRACTOR shall be paid the remaining seventy five percent (75%) (five thousand five hundred sixty one and twenty five one/hundredths dollars [$5,561.25]) upon CITY'S receipt of a bill for services rendered and after the PROJECT has been accepted as complete by CITY. C. CONTRACTOR shall, at CITY'S expense, obtain licenses and pennits which may be required by local, State and Federal authorities. SECTION VI: A. Termination of Agreement. This Agreement may be tenninated by CONTRACTOR upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of CONTRACTOR. CITY may tenninate this Agreement upon thirty (30) days' written notice without cause and without further liability to CONTRACTOR except as designated by this section. In the event of termination, CONTRACTOR 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. 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 CONTRACTOR all technical data of record in CITY'S possession, including maps, surveys, b01ings, and other infom1ation required by CONTRACTOR relating to this work. AGREEMENT FOR PROFESSIONAL SERVICES CONTEMPORARY FIBERGLASS CORPORATION PAGE 3 OF 7 ---PAGE BREAK--- D. Tennination of PROJECT. If any pmiion of PROJECT covered by this Agreement shall be suspended, abated, abandoned, or tenninated, CITY shall pay CONTRACTOR 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. E. CONTRACTOR'S Additional Insurance. CONTRACTOR 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 ,000,000) aggregate, and CONTRACTOR shall cause CITY to be named as an additional insured under said policy. F. Indemnification. CONTRACTOR waives any and all claims and recourse against CITY, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to CONTRACTOR'S perfonnance of this Agreement, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. Further, CONTRACTOR shall indemnify, hold hannless, and defend CITY against any and all claims, demands, damages, costs, expenses, or liability arising out of CONTRACTOR'S perfonnance of this A!,rreement, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. If CITY is detern1ined to be solely negligent by a final decision in a court of law and such sole negligence by CITY directly results in judgment(s), costs, and/or expenses to CONTRACTOR, then CITY shall reimburse CONTRACTOR for the portion of such judgment(s), costs and/or expenses attributed to CITY as a result of such determination of CITY'S sole negligence. G. Costs and Attorney Fees. In the event either pruiy incurs legal expenses to enforce the tenns and conditions of this Agreement, the prevailing pa1iy is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. H. Jurisdiction and Venue. It is agreed that this Agreement shall be constmed 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 AGREEMENT FOR PROFESSIONAL SERVICES CONTEMPORARY FIBERGLASS CORPORATION PAGE 4 OF 7 ---PAGE BREAK--- be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. I. Binding of Successors. CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to the other patiies to this Agreement and to the pminers, successors, assigns, and legal representatives of such other patiies with respect to all covenants of this Agreement. J. Modification and Assignability of Agreement. This A!,Tfeement contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either pmiy, are valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the patiies hereto. CONTRACTOR 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 consultant, subcontractor or assignee shall be bound by all of the temts and conditions of this Agreement as if named specifically herein. CONTRACTOR may use the services of independent contractors to perfonn portions of its obligations under this Agreement. Services perfonned by independent subcontractors will be billed to CITY by CONTRACTOR at actual cost plus ten percent (1 but payment to such subcontractors shall not be in addition to the not-to-exceed amount of this Agreement. The liability of CONTRACTOR arising from the work of its subcontractors shall be limited to proceeds available from its subcontractor's insurance(s) to the extent permitted by law. K. 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. L. Conflict of Interest. CONTRACTOR covenants that it presently has 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 its services hereunder. CONTRACTOR further covenants that, m perfonning this Agreement, it will employ no person who has any such interest. M. Changes in Regulations. CONTRACTOR is to perfonn its work under the current federal, state, and local laws and regulations in full force and effect at the date of this Agreement. In the event that CONTRACTOR is requested or directed to perform work, or amend work previously AGREEMENT FoR PROFESSIONAL SERVICES CONTEMPORARY FIBERGLASS CORPORATION PAGE 5 0F 7 ---PAGE BREAK--- accomplished, due to unforeseen or unanticipated changes or additions to cunent laws or regulations, such work shall be deemed a change in Scope of Work and shall be cause to amend Section IV. of this Agreement in respect to maximum cost by mutually agreeable amounts commensurate with the change in conditions. N. Non-Discrimination. CONTRACTOR shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sex, sexual orientation, 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. CONTRACTOR Contemty Fiberglass Corpo · tion By: Ur/Ll_ { Scott Kurtz, Owner AGREEMENT FOR PROFESSIONAL SERVICES CONTEMPORARY FiBERGLASS CORPORATION CITY City of Moscow, Idaho PAGE60F7 ---PAGE BREAK--- STATE OF (J)f} · County of c:Jia ) ss: ) On this day of [e.fl , 2009, before me, the undersigned, a Notary in and for said State, personally appeared Scott Kurtz, known to me to be the person whose name is subscribed to the foregoing Agreement and acknowledged to me that he executed the same in his capacity as Owner and authorized representative of Contemporary Fiberglass Corporation IN WITNESS WHEREOF, I have hereunto set my hand and aftixt