Document Moscow_doc_f9e3356ab0

AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND DESIGN WEST ARCHITECTS, P.A. FOR INTERMODAL TRANSIT CENTER ARCHITECTURAL DESIGN SERVICES PHASE II THIS AGREEMENTFOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND DESIGN WEST ARCHITECTS, P.A. FOR INTERMODAL TRANSIT CENTER SITE ASSESSMENT AND DESIGN SERVICES PHASE II, is made this ay of , 201 1 , 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 Design West Architects, P.A., 254 East Main Street, Pullman, Washington, 99163 (hereinafter "CONSULT ANT"). W I T N E S S E T H : WHEREAS, CITY wishes to hire consultant for Phase II of the design and construction of said intermodal transit facility (hereinafter referred to as "PROJECT"); and WHEREAS, it is CITY's intent to hire CONSULTANT to prepare the final facility design, prepare construction drawings and specifications, assist in the project bid and award process, provide construction inspection services and conduct the warrantee inspection and assist in warrantee defect resolution; 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 I: 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 architectural design services (including civil, mechanical, electrical and other related building and site design and engineering services), construction drawing and specifications production, bid advertisement and award assistance, construction inspection services, and warrantee inspection and warrantee defect resolution assistance. SECTION II: SCOPE OF WORK The Scope of Work and level of eff01t for PROJECT is detailed in Exhibit attached hereto, and by this reference made a part of this AGREEMENT. SECTION III: COMPENSATION A. Compensation and Term. For the services performed pursuant to this Agreement, CONSULTANT shall be compensated in a stipulated sum not to exceed One Hundred Fifty Eight Thousand dollars ($158,000.00). This Agreement shall be in effect until the completion of the warrantee inspection and resolution of any warrantee defects to the satisfaction of CITY. PROFESSIONAL SERVICES AGREEMENT -INTERMODAL TRANSIT CENTER PAGE I OF6 2Dl\·SI ---PAGE BREAK--- B. Payment. Payment for services rendered by CONSULTANT shall be in accordance with the following: 1. CONSULT ANT shall submit invoices to CITY for proportional work completed within the billing period. CITY shall ensure that CITY's respective funds are available and in an account designated for PROJECT prior to and for the duration of PROJECT. 2. Payments for invoices prepared by CONSULT ANT 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, or social security (FICA) withholding. Any sub-consultant used in PROJECT is the sole responsibility of CONSULTANT and is 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 CONSULT ANT upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of CONSULT ANT. 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. 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 technical 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 CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for PROJECT and are property of CITY which shall be delivered to CITY by CONSULT ANT upon completion of PROJECT. CONSULT ANT shall be entitled to rely on the completeness and accuracy of all information provided to it by the CITY. PROFESSIONAL SERVICES AGREEMENT -INTERMODAL TRANSIT CENTER PAGE20F 6 ---PAGE BREAK--- E. Standards of Work CONSULT ANT 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 CONSULT ANT shall use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. CONSULT ANT 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 CONSULTANT's control. F. Insurance CONSULT ANT 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 ,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 CONSULT ANT or of any of its employees, agents, or subcontractors, with one million dollars ,000,000) per occurrence and in the aggregate; G. Indemnity and Hold Harmless 1. CONSULT ANT 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 CONSULT ANT'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 harmless 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 property 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 CONSULT ANT 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. PROFESSIONAL SERVICES AGREEMENT -INTERMODAL TRANSIT CENTER PAGE 3 OF6 ---PAGE BREAK--- H. 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. 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 concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of ldaho, in and for the County of Latah. J. Binding of Successors CITY and CONSULT ANT 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 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 of Interest CONSULT ANT 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. CONSULT ANT further covenants that, in performing this Agreement, it shall employ no person who has any such interest. M. Special Provisions I. 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 be 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. 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 CONSULT ANT that all reports, information, data and other materials prepared by CONSULTANT 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 1 990 (ADA), CITY understand that legal interpretation of ADA is not a design professional issue to be addressed by CONSULT ANT and, accordingly, PROFESSIONAL SERVICES AGREEMENT -lNTERMODAL TRANSIT CENTER PAGE40F6 ---PAGE BREAK--- CITY agree to waive any action against CONSULTANT and agrees to indemnify and defend CONSULT A NT against any claim arising out of legal interpretation of the ADA other than for CONSULTANT's sole negligence. 4. Adherence to Additional Federal Provisions. CONSULT ANT herein agrees to abide and to comply with the additional Federal Transit Administration required contract clauses as detailed within Exhibit attached hereto, and by this reference made a part of this Agreement. CONSULT ANT further agrees that for purposes of this Agreement the terms in Exhibit shall mean as follows: "Purchaser" is CITY as defined in the Agreement; "Consultant" is CONSULT ANT as defined in this Agreement; "Project" is PROJECT as defined in this Agreement; and "Contract" is Agreement as defined in this Agreement. N. PROJECT Confidentiality: Maintaining confidentiality of PROJECT infom1ation, including sensitive information about CITY. All PROJECT communications and reports for PROJECT shall be handled in a professional manner. After PROJECT, CONSULTANT 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 PROJECT contract documents, if so desired. 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 CONSULT ANT 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 actual costs. P. 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. 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 CONSULT ANT 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. PROFESSIONAL SERVICES AGREEMENT -INTERMODAL TRANSIT CENTER PAGES OF 6 ---PAGE BREAK--- 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, genetic information, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. CONSULTANT STATE OF Wat:>hl County of CITY City of Moscow, Idaho ACKNOWLEDGMENT ) ) ss. ) On this I day of NbV eA , 2011, before me, a Notary Public in and for said State, appeared , known to me to be the person named above and acknowledged that he/she executed the foregoing document as the duly authorized representative for Design West Architects. P.A. (CONSULTANT), with authority to bind CONSULTANT to the terms of this Agreement. Notary Public State ot CHELSEA RAVE HOLSTAD My Appointment Expires Jan-27, 2015
Notary Public for t)1e Sta e of Residing at My commission expires %D 16 ' PROFESSIONAL SERVICES AGREEMENT -[NTERMODAL TRANSIT CENTER PAGE 6 OF 6 ---PAGE BREAK--- Exhibit Scope of CONSULTANT's Services SECTION 1 - GENERAL SERVICES TO BE PROVIDED 1.1 GENERAL SERVICES - CONSULTANT shall provide CITY with 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 architectural design services (including civil, mechanical, electrical and other related building and site design and engineering services), construction drawing and specifications production, bid advertisement and award assistance, construction inspection services, and warrantee inspection and warrantee defect resolution assistance. SECTION 2- PREPARATION AND DESIGN PHASE 2.1 COORDINATION OF SURVEYS - At the CITY's request, CONSULTANT shall include in the overall services coordinating, obtaining, and paying for the services of a land surveyor and geo­ technical engineer. The land survey will not include any additional setting of monuments, legal descriptions, or defining of land boundary - the intent of the survey is to provide a topographic base map for the project site. It is understood that independent engineers/specialists are not a part of the design team and that the design team will rely upon their expert services. In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, explorations and investigations have been made. Because of the inherent uncertainties in subswface evaluations, changed or unanticipated underground conditions may occur which could affect total PROJECT cost and/or execution. Such conditions and cost/execution effects are not the responsibility of CONSULTANT. 2.2 PROJECT PROGRAM VERIFICATION - CONSULTANT shall meet with CITY representatives and tenants to re-confirm the size, scope, and quality of the PROJECT. These meetings will be summarized in a restatement of the current written program to define the parameters of the PROJECT to be designed. CONSULT ANT shall provide a preliminary evaluation of CITY's program, schedule and construction budget requirements. 2.3 SCHEMATIC DESIGN - Based on the mutually agreed-upon program, schedule and construction budget requirements, CONSULTANT shall prepare, for approval by CITY, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of the PROJECT's components. ·2.4 DESIGN DEVELOPMENT - Based on the approved Schematic Design Documents and any adjustments authorized by CITY in the program, schedule or construction budget, CONSULT ANT shall prepare, for approval by CITY, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the PROJECT as to architectural, site design, structural, mechanical and electrical systems, materials and such other elements as may be appropriate including a preliminary opinion of probable construction cost based on cuuent area, volume or similar conceptual estimating techniques. CONSULT ANT shall submit to CITY drawings, probable construction cost estimates and other items necessary to confirm financing for the PROJECT. 6 October 2011 Exhibit - Page 1 ---PAGE BREAK--- SECTION 3 -CONSTRUCTION DOCUMENTS AND BIDDING PHASES 3.1 CONSTRUCTION DRAWINGS AND SPECIFICATIONS - Based on the approved Design Development Documents and any further adjustments in the scope or quality of the PROJECT or in the construction budget authorized by CITY, CONSULT ANT shall prepare, for approval by CITY, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the PROJECT. 3.2 PROJECT BID ASSISTANCE - CONSULTANT shall assist CITY in the preparation of the necessary bidding information, bidding forms, the Conditions of the Contract for construction, and the form of Agreement between CITY, and Contractor, for CITY's final review and use. 3.3 BUY AMERICA PROVISION COMPLIANCE - CONSULT ANT shall assist CITY m compliance with Federal Public Transportation Law (49 U.S.C Chapter 53) ensure that all iron, steel and manufactured products used in the project are produced in the United States. CONSULTANT shall ensure that all such materials, products, and fixtures which may be included and specified within the construction documents and specifications are in compliance with this requirement and can be readily and reasonably sourced for the project. All project bid response documents shall clearly and plainly state this requirement and shall include a location for the responder to certify that they have read and understand the afore mentioned requirements and that their bid price reflects compliance with such requirements. 3.3 CONSTRUCTION COST PREPARATION-CONSULTANT shall advise CITY and AGENT of any adjustments to previous preliminary opinion of probable construction cost indicated by changes in requirements or general market conditions. 3.4 PERMITTING AND CONSTRUCTION APPROVAL - CONSULTANT shall assist CITY in connection with CITY's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the PROJECT. 3.5 CONTRACT AWARD ASSISTANCE - CONSULTANT, following CITY approval of the Construction Documents and of the latest preliminary opinion of probable construction cost, shall assist CITY in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. SECTION 4 -CONSTRUCTION ADMINISTRATION PHASE 4.1 DURATION OF CONSTRUCTION ADMINISTRATION SERVICES - CONSULTANT's responsibility to provide Basic Services for the Construction Phase under this AGREEMENT commences with the award of the initial Contract for Construction and terminates at the earlier of the issuance to CITY of the final Certificate for Payment or sixty (60) days after the scheduled date of Substantial Completion of the work on the PROJECT, defined by the bidding documents. 4.2 Duties, responsibilities and limitations of authority of CONSULTANT under this Paragraph 2.6 shall not be restricted, modified or extended without written agreement of CITY and CONSULTANT. 4.3 CONSULTANT REPRESENTATION OF CITY - CONSULTANT shall be a representative of 6 October 2011 Exhibit "A"-Page 2 ---PAGE BREAK--- and shall advise and consult with CITY during the administration of the Contract for Construction. CONSULT ANT shall have authority to act on behalf of CITY only to the extent provided in this Agreement unless otherwise modified by written amendment. 4.4 CONSTRUCTION INSPECTION SERVICES- CONSULTANT, as a representative of CITY, shall visit the site at intervals appropriate to the stage of the Contractor's operations, to become generally familiar with and to keep CITY informed about the progress and quality of the portion of the work on the PROJECT completed, to endeavor to guard CITY against defects and deficiencies in the work on the PROJECT, and to determine in general if the work on the PROJECT is being performed in a manner indicating that the work on the PROJECT, when fully completed, will be in accordance with the Contract Documents. However, CONSULTANT shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work on the PROJECT. CONSULTANT shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work on the PROJECT, since these are solely the Contractor's rights and responsibilities under the Contract Documents. 4.5 NOTICE OF DEVIATIONS OF CONTRACT DOCUMENTS- CONSULTANT shall report to CITY known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, CONSULT ANT shall not be responsible for the Contractor's failure to perform the work on the PROJECT in accordance with the requirements of the Contract Documents. CONSULTANT may be responsible for CONSULTANT's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the work on the PROJECT. 4.6 ACCESS TO PROJECT SITE -CONSULTANT shall at all times have access to the work on the PROJECT wherever it is in preparation or progress. 4.7 COMMUNICATION WITH CONTRACTOR - Except as otherwise provided in this Agreement or when direct communications have been specially authorized, CITY shall endeavor to communicate with the Contractor through CONSULTANT about matters arising out of or relating to the Contract Documents. Communications by and with CONSULTANT's sub­ consultants shall be through CONSULTANT. 4.8 INTERPRETATION OF CONTRACT DOCUMENTS - CONSULTANT shall make interpretations and decisions regarding the intent of the Contract Documents. When making such interpretations and initial decisions, CONSULTANT shall endeavor to secure faithful performance by both CITY and Contractor, shall not be liable for results of interpretations or decisions so rendered in good faith. 4.9 DISPUTE RESOLUTION - The CONSULT ANT shall make initial decisions on claims, disputes or other matters in question between CITY and Contractor as provided in the Contract Documents. However, the CONSULTANT's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents SECTION 5- WARRANTEE INSPECTION SERVICES 5.1 WARRANTEE INSPECTION SERVICES- CONSULTANT shall attend and participate in the contractor warrantee inspection which shall occur approximately eleven (11) months after Substantial Completion of the PROJECT. CONSULTANT shall inspect and document any and 6 October 2011 Exhibit Page 3 ---PAGE BREAK--- all observed warrantee defects in the PROJECT and shall assist CITY in identifying appropriate corrective actions necessary to remedy said defects. CONSULT ANT shall communicate such required corrective actions to the Contractor and shall inspect all required defect corrective actions to verify remedy of all identified defects to CITY's satisfaction and shall provide CITY with documentation regarding all required corrective actions and verifying final remedy and approval of such action. SECTION 6- SCHEDULE OF SERVICE DELIVERY 6.1 PROJECT MILESTONES -CONSULT ANT understands that PROJECT funding is dependent upon the expeditious progress of the PROJECT, and that such progress is dependent upon the services to be provided by CONSULTANT. CITY and CONSULTANT mutually agree upon the following milestones for the CONSULT ANT's delivery of services under this agreement: Professional Service Task Project Program Verification.,_ ij Schematic Design ȏDesign DevefoiJ..ment :Docurnepts Design Development pocl!!Pen!s (100%) Construction Documents (50%) Final Bid Document Delivery Proj_ect Bid -012en Date_ · - Pro· ect Bid Close Date SECTION 7- COMPENSATION SUMMARY letion 7.1 The Basic Services fee shall cover all expenses related to all reasonably anticipated professional design services required for the development of the PROJECT including the preparation and completion of architectural design services (including civil, mechanical, electrical and other related building and site design and engineering services), construction drawing and specifications production, bid advertisement and award assistance, construction inspection services, and warrantee inspection and warrantee defect resolution assistance. 7.2 For Basic Services, as described in this AGREEMENT and the sections above, Basic Compensation shall be based on the stipulated sum of One Hundred and Fifty Eight Thousand Dollars ($158,000.00) 7.3 CONSULT ANT shall be entitled to reimbursement of direct expense incurred and attributable to the project including but not limited to travel and mileage reimbursement, printing and production costs, and similar expenses. Requests for reimbursement shall include detailed information regarding the requested reimbursed expenses and describe under what conditions the cost was incurred so as to provide CITY the ability to verify that expense is correct, eligible and appropriate for reimbursement for the PROJECT. Such reimbursable expenses shall not exceed a total of Seven Thousand Dollars ,000.00). 7.4 Progress payments for Basic Services in each Phase shall total the following percentages of the total Basic Compensation payable: 6 October 2011 Exhibit -Page 4 ---PAGE BREAK--- Preparation/Surveys, Program Verification Phase: Schematic Design Phase: Design Development Phase: Construction Documents Phase: Bidding or Negotiation Phase: Construction Phase: Total Basic Compensation: $7,900.00 $23,700.00 $31,600.00 $47,400.00 $7,900.00 $39.500.00 $158,000.00 five percent fifteen percent (15%) twenty percent (20%) thirty percent (30%) five percent twenty five percent (25%) one hundred percent ( 100%) 7.5 COMPENSATION FOR ADDITIONAL SERVICES - For any additional services of CONSULTANT, beyond the scope of services detailed herein, such additional services shall be provided only as authorized in writing in advance by CITY based upon the hourly rates defined below: Principal Architect Project Architect Technical Staff Office Administration Clerical $140.00 I hour $ll0.00 I hour $90.00 I hour $80.00 I hour $45.00 I hour The cost for additional services of consultants and/or subcontractors, including additional structural, mechanical and electrical engineering services, shall be the amounts billed to the CONSULT ANT for such services plus a ten percent handling fee. 6 October 2011 Exhibit -Page 5 ---PAGE BREAK--- EXHIBIT 'Be SPECIAL PROVISIONS CITY OF MOSCOW INTERMODAL TRANSIT CENTER PROJECT SP- 1. No Federal Government Obligations to Third Parties. Purchaser and Consultant acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to Purchaser, Consultant, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. Consultant agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FT A. It is further agreed that the clause shall not be modified, except to identity the Subconsultant who will be subject to its provisions. SP- 2. False or Fraudulent Statements or Claims by Consultant. ( 1) Consultant acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, Consultant certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FT A assisted project for which this work is being performed. In addition to other penalties that may be applicable, the Consultant further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Consultant to the extent the Federal Government deems appropriate. Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(l ) on Consultant, to the extent the Federal Government deems appropriate. Consultant agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FT A. It is further agreed that the clauses shall not be modified, except to identity the Subconsultant who will be subject to the provisions. SP- 3. Access to Records of Consultant and Subconsultants. Consultant agrees to permit, and require its Subconsultants to permit, the U.S. Secretary of Transportation, the Comptroller General of the United States, and, to the extent appropriate, the State, or their authorized representatives, upon their request to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of Consultant and its Subconsultants pertaining to the Project, as required by 49 U.S.C. § 5325(g). ---PAGE BREAK--- SP- 4. Changes to Federal Requirements Consultant shall at all times comply with all applicable FT A regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Consultant's failure to so comply shall constitute a material breach of this contract. SP- 5. Civil Rights Provisions The following requirements apply to the underlying contract: Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, Consultant agrees that it will not discriminate against any ·employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, Consultant agrees to comply with applicable Federal implementing regulations and other implementing requirements FT A may issue. Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: Race, Color, Creed, National Origin, Sex -In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Consultant agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et h (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Consultant agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Consultant agrees to comply with any implementing requirements FT A may issue. Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Consultant agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Consultant agrees to comply with any implementing requirements FT A may issue. Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Consultant agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Consultant agrees to comply with any implementing requirements FT A may issue. ---PAGE BREAK--- The Consultant also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FT A, modified only if necessary to identifY the affected parties. SP- 6. Disadvantaged Business Enterprises (DBEs) This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's DBE plan and goal are currently being updated and will be released by January 31, 2012. The agency encourages all sub-recipients to facilitate DBE participation in additional bidding and/or service opportunities. The Consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Consultant shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the Consultant to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Moscow deems appropriate. Each subcontract the Consultant signs with a Subconsultant must include the assurance in this paragraph (see 49 CFR 26.13(b SP- 7. Incorporation of Federal Transit Administration (FT A) Terms The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FT A Circular 4220.1 E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FT A mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Consultant shall not perform any act, fail to perfonn any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FT A terms and conditions. SP- 8. Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the Consultant is required to verifY that none of the Consultant, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The Consultant is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 Page 24 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the City of Moscow, Idaho. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City of Moscow, Idaho, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder ---PAGE BREAK--- SP- 9. Lobbying The undersigned certifies, to the best of his or her knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. I 04-65, to be codified at 2 U.S.C. 1601, et seq The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $I 00,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $1 0,000 and not more than $100,000 for each such expenditure or failure.] The Consultant, WGS r , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Consultant understands and agrees that the provisions of 31 U.S.C. A 380 I, et seq., apply to this certification and disclosure, if any. v C- Signature of Consultant's Authorized Official LAI..(fG'I-./c:g (