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AGREEMENT FOR PROFESSIONAL WATER CONSERVATION EDUCATIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND PALOUSE-CLEARWATER ENVffiONMENTAL INSTITUTE THIS AGREEMENT FOR PROFESSIONAL WATER CONSERVATION EDUCATIONAL SERVICES (hereina'fter AGREEMENT ) i made and entered into this ay of W->f2015 by and between the City of Moscow, Idaho a municipal corporation of the State of Ida-06 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and Palouse-Clearwater Environmental Institute, a 501(c)(3) nonprofit corporation of the State of Idaho, 1040 Rodeo Drive, Moscow, Idaho, 83843 (hereinafter "PCEI"). W I T N E S S E T H: WHEREAS, CITY wishes to conduct, within the guidelines established by CITY, a Water Conservation Public Information and Education Program (PIE) (hereinafter "the PROJECT"); and WHEREAS, it is CITY's intent to hire PCEI to provide services for such 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. PCEI shall provide professional services for the PROJECT as outlined in Attachment (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 prov1s10ns, that CITY shall provide the requested reasonable drawings, documentation, and information that shall allow PCEI 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 PCEI to take photographs of people and facilities as needed. CITY shall also provide access to staff and management as needed for PCEI to complete the tasks outlined in the Scope of Work. SECTION II: A. Compensation and Term. For the services performed pursuant to this AGREEMENT, PCEI shall be compensated in a stipulated sum not to exceed Eighteen Thousand Ten Dollars ($18,010) to include Reimbursable Expenses as described in this AGREEMENT Attachment (Budget/Itemized Cost Estimate). The term of this AGREEMENT shall be from October 1, 2015 until September 30, 2016. The PROFESSIONAL SERVICES AGREEMENT - CITY, PCEI WATER CONSERVATION PIE PAGE I 0F9 2-0\5- \ 07 ---PAGE BREAK--- Scope of Work for renewed terms shall be developed by PCEI and CITY to meet the current and anticipated conservation objectives of CITY. B. Non-Appropriation Notwithstanding any other prov1s10n of this AGREEMENT, PCEI shall not be obligated for performance hereunder or by any provision of this AGREEMENT unless and until CITY obtains appropriate funds for this AGREEMENT in CITY's budget for fiscal year 2016. In the event that funds are not appropriated for this AGREEMENT, then this AGREEMENT shall terminate sixty (60) days following the closing date of the last fiscal year for which funds were appropriated by CITY. C. Fees and Conditions for PCEI Services 1. Payment for services is provided in accordance with the cost described in Attachment Budget/Itemized Cost Estimate. 2. Maximum Costs Invoices submitted by PCEI shall list individual(s) performing work and description(s) of work performed. PCEI invoices shall be submitted on a quarterly basis to CITY for approval and payment. Payment is due upon receipt of PCEI's statement(s). 3. CITY and PCEI may mutually agree to re-allocate task funding providing the "not-to-exceed price" described in Sectio!1 II. A. is unchanged. D. Payment. Payment for services rendered by PCEI shall be in accordance with the following: PCEI shall submit invoices quarterly to CITY and PCEI shall be compensated therefore for work completed and Reimbursable Expenses incurred during that period as otherwise provided herein. Payments for invoices prepared by PCEI shall be submitted to CITY. If CITY does not make quarterly payments to PCEI in accordance with this AGREEMENT, PCEI may suspend its services on the basis of non-performance on the part of CITY. When such progress payments are restored, PCEI shall continue its services under this AGREEMENT. E. PCEI's Accounting Records of PCEI'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. F. Independent Contractor The contracting parties warrant by their signatures that no employer/employee relationship is established between PCEI and CITY by the terms of this AGREEMENT. It is understood by the parties hereto that PCEI 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. G. Termination of AGREEMENT This AGREEMENT may be terminated by PCEI upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of PCEI. CITY may PROFESSIONAL SERVICES AGREEMENT - CITY, PCEI WATER CONSERVATION PIE PAGE20F9 ---PAGE BREAK--- terminate this AGREEMENT upon thirty (30) days' written notice without cause and without further liability to PCEI except as designated by this AGREEMENT. All working documents and drawings shall become the property of, and shall be surrendered to CITY. H. Amendments to be in Writing This AGREEMENT may be amended only by written instrument signed by all parties hereto. I. Data of Record CITY shall make available to PCEI all technical data of record in CITY's possession, including maps, surveys, borings, and other information required by PCEI relating to the PROJECT. J. Standards of Work PCEI 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 PCEI shall use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. PCEI shall perform services as expeditiously as possible as is consistent with professional skill and care and the orderly progress of the work. PCEI shall prepare a detailed schedule for the performance of PC El's services, which schedule shall be adhered to by PCEI. Unless approved by CITY, PCEI shall not exceed the time limits established by the schedule, except for circumstances out of PCEI's control. K. Insurance PCEI will maintain through this AGREEMENT the following insurances: 1. Worker's compensation and employer's liability insurance as required by the State of ldaho. 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 PCEI or of any of its employees, agents, or subcontractors, with one million dollars ($1,000,000) per occurrence and in the aggregate; 4. Errors and Omissions insurance in the amount of one million dollars ($1,000,000). 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 PCEI's liabilities hereunder in insurance coverage's identified in items and ( c) and PCEI and CITY each waive subrogation as to said policies. L. Indemnity and Hold Harmless 1. PCEI 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 PCEI's performance of this AGREEMENT, except for liability arising out of the negligence of CITY or its officers, agents or employees. 2. PCEI 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 PROFESSIONAL SERVICES AGREEMENT - CITY, PCEI WATER CONSERVATION PIE PAGE3 0F9 ---PAGE BREAK--- omission of PCEI 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 PCEI 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 PCEI's sole negligence. M. 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. N. 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. 0. Binding of Successors CITY and PCEI 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. P. 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. The representative of CITY is Nichole Baker, Water Conservation Program Coordinator. Q. Conflict oflnterest PCEI 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 performance of its services hereunder. PCEI further covenants that, in performing this AGREEMENT, it shall employ no person who has any such interest. R. Special Provisions 1. Disclosure of Materials. It is expressly understood by CITY and PCEI that all reports, information, data and other materials prepared by PCEI pursuant to this AGREEMENT, may be subject to disclosure under Idaho Code Title 9, Chapter 3, commonly known as the Idaho Public Writings Law. 2. Non-Discrimination. PCEI 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 - CITY, PCEI WATER CONSERVATION PIE PAGE 4 OF 9 ---PAGE BREAK--- S. Ownership and Publication of Materials. All reports, information, data and other materials prepared by PCEI 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. T. 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, PCEI 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. U. 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 parties hereto. PCEI 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. IN WITNESS WHEREOF, the parties hereto have set their hand this l 't , 2015. PALOUSE-CLEARWATER ENVIRONMENTAL INSTITUTE PROFESSIONAL SERVICES AGREEMENT - CITY, PCEI WATER CONSERVATION PIE CITY OF MOSCOW day of PAGE 5 0F9 ---PAGE BREAK--- ST ATE OF IDAHO ) ) SS. COUNTY OF LATAH ) ACKNOWLEDGMENT On this I q..f."'-day of tJ l/L,B-t;. , 2015, before me, a Notary Public in and for said State, appeared Judy Brown, Business Manager, known to me to be the person named above and acknowledged that she executed the foregoing AGREEMENT for Professional Services as the duly authorized representative for Palouse-Clearwater Environmental fn °h1tc. PROFESSIONAL SERVICES AGREEMENT - CITY, PCEI WATER CONSERVATION PIE Nota1yPCi lie for the State o aho Residing at ·pl((IIAJ2v!lY j My commission expires S(.3 I /J ' I PAGE60F9 ---PAGE BREAK--- ATTACHMENT SCOPE OF WORK Product I: Quarterly Newsletter Summary: Design a quarterly four page newsletter highlighting current CITY water issues. Task 1: Quarterly Newsletter Timeline: Published mid-month of January 2016, April 2016, July 2016, and October 2016. 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 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 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 2015 for the newsletter to be published January 2016, the first week of March 2016 for the newsletter to be published April 2016, the first week of June 2016 for the newsletter to be published July 2016, and the first week of September 2016 for the newsletter to be published October 2016. • After CITY's 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 CITY (in the same form discussed above) for further review. • After CITY's 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 2016, April 2016, and July 2016 newsletters will be returned to 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 2016 newsletter must be submitted to CITY by September 29, 2016 for timely billing purposes. • Prepare and submit quarterly invoices. The final invoice to be turned in to CITY by September 30, 2016. PROFESSIONAL SERVICES AGREEMENT - CITY, PCEI WATER CONSERVATION PIE PAGE70F9 ---PAGE BREAK--- Product II: School-based Education Program Summary: Conduct classroom visits to promote CITY's water conservation message for K-121h grade. Task 1: Classroom Visits (63 visits) Time line: Ongoing throughout 2015 - 2016 school yeac 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. • The brochure outlining the curriculum and illustrating the connection to local curricula, state achievement standards, and CITY'S water conservation message will be reevaluated and adjusted as necessary. The updated-as-needed brochure will be provided to teachers, staff, and administrator(s) 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. • PCEI's Education Program maintains a database that holds significant information about each educational program delivered by PCEI staff or volunteers. This database will 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 come from teachers as an evaluation, and student feedback will be collected as pre and post quizzes for each lesson. Copies of the evaluations completed by the teachers will be submitted to CITY with the corresponding invoice. In addition, classroom attendance and title of the lesson plan will be provided. Copies of the quiz results will be provided to CITY. • PCEI will visit a minimum of five different public and/or private schools within the Moscow City limits. • One and two (1 and 2) day classroom lessons are acceptable. • PCEI will include CITY's water conservation message with each visit and pass out free water saving devices when they can be provided by CITY. • All classroom visiting instructors shall be certified educators for the State of Idaho or equivalent through experience. • PCEI will provide materials needed for the planned lessons. PROFESSIONAL SERVICES AGREEMENT - CITY, PCEI WATER CONSERVATION PIE PAGE 8 0F9 ---PAGE BREAK--- ATTACHMENT "B"BUDGET I ITEMIZED COST ESTIMATE P . tB d ro.1ec u tget Task One: Quarterly Newsletter Estimated Hours: Contract Hourly Total Not to Exceed Rate* Education Program Manager 120 $41.20 $4,944.00 Outreach Coordinator 120 $36.05 $4,326.00 Total $9,270.00 Task Two: School-Based Education Estimated Hours: Contract Hourly Total Programs Not to Exceed Rate Education Program Manager 74 $41.20 $3,048.80 PCEI Outreach Coordinator and 144 $36.05 191.20 Education Coordinator Supplies, printing, transportation $500.00 Total $8,740.00 Task One and Two Total 18,010.00 Level of Effort I Itemized Cost Contract Hours Rate per (1 Hours Task One: Quarterly Newsletter Hour* person) (Total) Total Cost Education Program Manager $41.20 120 120 $4,944.00 Outreach Coordinator $36.05 120 120 $4,326.00 Contract Hours Task Two: School-Based Education Programs Rate per (1 Hours 63 classroom visits Hour* person) (Total) Total Cost Education Program Manager: - Attending staff meetings, corresponding with teachers, scheduling lessons, reviewing evaluations, maintaining database, creating brochure for teachers $41.20 14 $576.80 Buying supplies $41.20 10 $412.00 - Prepping, teaching in the classroom, cleaning up $41.20 50 $2,060.00 Outreach and Education Coordinators: - Prepping, teaching in the classroom, cleaning up (2-3 teachers per lesson) $36.05 144 191.20 Supplies, Printing, transportation etc. $500.00 TOTAL $18,010.00 * Contract Hourly Rates include personnel salary, benefits (health and liability insurance, taxes), and organizational expenses incurred to support that staff person. PROFESSIONAL SERVICES AGREEMENT - CITY, PCEI WATER CONSERVATION PIE PAGE 9 0F9