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AGREEMENT FOR PROFESSIONAL.WATER CONSERVATION EDUCATIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND PALOUSE-CLEARWATER ENVIRONMENTAL INSTITUTE THIS AGREEMENT FOR PROFESSIONAL WATER CONSERVATION EDUCATIONAL SERVICES (hereinafter referred to as "AGREEMENT"), made and entered into this 1ň1 day of October, 2010, 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 Palouse-Clearwater Environmental Institute, a 501(c)(3) nonprofit corporation of the State of Idaho, 1040 Rodeo Drive, Moscow, Idaho, 83843 (hereinafter refen·ed to as ''VENDOR'.). W I T N E S S E T H: WHEREAS, CITY wishes to continue, within the guidelines established by CITY, a Water Conservation Public Infonnation and Education Program (PIE) (hereinafter refe1red to as "the PROJECT"); and WHEREAS, it is CITY's intent to hire VENDOR to continue the PROJECT; NOW, THEREFORE, be it agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION 1: SCOPE OF WORK A. VENDOR shall provide professional services for the PROJECT as outlined in Attachment (Scope of Work) to this AGREEMENT and in accordance with the tenns and conditions of. this AGREEMENT. B. CITY Deliverables. CITY agrees as part of special proviSIOns, that CITY shall provide the requested reasonable drawings, documentation, and information that shall allow VENDOR to complete the above Scope of Work. The requested infonnation shall cover historical water use and aquifer information, water quality, common customer complaints and issues, information and data sta11dard to and in the water utility industry, individual customer information as needed and where appropriate (with customer consent). CITY shall provide, or shall allow VENDOR to take photographs of people and facilities as needed. CITY shall also provide access to staff and management as needed for VENDOR to complete the tasks outlined in the Scope of Work. SECTION II: A. Compensation and Tenn. For the services perfonned pursuant to this AGREEMENT, VENDOR shall be compensated in a stipulated sum not to exceed Twenty Thousand Dollars ($20,000) plus Reimbursable Expenses as described in this AGREEMENT. The tenn of this AGREEMENT shall be from date of signing until September 30, 2011. The Scope of Work for renewed tenns shall be developed by VENDOR and CITY to meet the current and anticipated conservation objectives of CITY. WATER Col\SER\"ATI0:-.1 PIE PAGE I OF II ZOID·S'1 ---PAGE BREAK--- B. Non-Appropriation Notwithstanding any other provision of this AGREEMENT, VENDOR shall not be obligated for perfom1ance hereunder or by any provision of this AGREEMENT unless and until CITY and VENDOR obtain appropriate funds for this AGREEMENT in the respective CITY's and VENDOR's budget for fiscal year 2010. In the event that funds are not appropriated for this AGREEMENT, then this shall terminate sixty (60) days following the closing date of the last fiscal year for which funds were appropriated for CITY and/or VENDOR unless other funding for the VENDOR is obtained. The party to this AGREEMENT which does not receive a monetary allocation shall notify the other party in writing of any such non-allocation of funds at the earliest possible date. C. Fees and Conditions for VENDOR Services I. Payment for services is provided in accordance with the cost described in Attachment B, Budget/Itemized Cost Estimate. 2. Maximum Costs Bills shall list individual performing work and description of work perfom1ed. Bills shall be submitted on a basis to CITY for approval and payment. Payment is due upon receipt ofVENDOR's statement(s). 3. CITY and VENDOR may mutually agree to re-allocate task funding providing the ''not to exceed price'" described in Section II. A. is unchanged. D. Qualified Estimates of Cost The estimates of cost for the PROJECT herein are to be prepared by VENDOR through exercise of their experience and judgment in applying presently available cost data but it is recognized that VENDOR has no control over cost of labor and materials, or over competitive bidding procedures and market conditions so that they cannot warrant the PROJECT. Nothing in this paragraph shall serve to release or relieve VENDOR from exercising the skill, care, and professional judgment exercised by similarly situated professional organizations. E. Payment. Payment for services rendered by VENDOR shall be in accordance with the following: VENDOR shall submit invoices to CITY and VENDOR shall be compensated therefore for work completed and Reimbursable Expenses incurred during that period as otherwise provided herein. Payments for invoices prepared by VENDOR shall be due and payable net thirty (30) days by CITY. If CITY does not make payments to VENDOR in accordance with this AGREEMENT, VENDOR may suspend its services on the basis of non-perfonnance on the part of CITY. When such progress payments are restored, VENDOR shall continue its services under this AGREEMENT. WATERCONSERVAllON PIE PAGE2 Or 11 ---PAGE BREAK--- F. Vendor's Accounting Records ofVENDOR'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. G. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between VENDOR and CITY by the tenns of this AGREEMENT. It is understood by the parties hereto that VENDOR 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. H. Tennination of AGREEMENT This AGREEMENT may be tenninated by VENDOR upon thirty (30) days' written notice, should CITY fail to substantially perfonn in accordance with its tenns through no fault of VENDOR. CITY may tenninate this AGREEMENT upon thirty (30) days' written notice without cause and without further liability to VENDOR except as designated by this AGREEMENT. All working documents and drawings shall become the property of, and shall be sun·endered to CITY. I. Extent of AGREEMENT This AGREEMENT may be amended only by written instrument signed by all parties hereto. J. Data of Record CITY shall make available to VENDOR all technical data of record in CITY's possession, including maps, surveys, borings, and other infonnation required by VENDOR relating to the PROJECT. K. Standards of Work VENDOR agrees that the perfom1ance of work described in this AGREEMENT including attachments and exhibits and pursuant to this AGREEMENT shall be done in a professional manner and shall confonn to professional standards and VENDOR shall use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. VENDOR shall perform services as expeditiously as possible as is consistent with professional skill and care and the orderly progress of the work. VENDOR shall prepare a detailed schedule for the performance of VENDOR's services, which schedule shall be adhered to by VENDOR. Unless approved by CITY, VENDOR shall not exceed the time limits established by the schedule, except for circumstances out of VENDOR's control. L. Insurance VENDOR will maintain through this AGREEMENT the following insurances: 1. Worker's compensation and employer's liability insurance as required by the State of Idaho. WATER PIE PAGI'30FII ---PAGE BREAK--- 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 injmies to members of the public or damage to property of others arising out of any covered negligent act or omission of VENDOR or of any of its employees, agents, or subcontractors, with one million dollars ,000,000) per occurrence and in the aggregate; 4. Errors and Omissions insurance in the amount of one million dollars ,000,000). CITY shall be a ce1tificate holder and shall receive notice of any pending termination of said insurance at least thirty (30) days prior to such tennination. CITY shall be named as an additional insured with respect to VENDOR'S liabilities hereunder in insurance coverage's identified in items and and VENDOR and CITY each waive subrogation as to said policies. M. Indemnity and Hold Hannless I. VENDOR 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 VENDOR's performance of this AGREEMENT, except for liability arising out of the negligence of CITY or its officers, agents or employees. 2. VENDOR 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 omission of VENDOR 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 insmance coverage required under the tenns 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 hannless, defend and indemnity VENDOR 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 VENDOR's sole negligence. N. Costs and Attomey Fees In the event either party incurs legal expenses to enforce the tem1s and conditions of this AGREEMENT, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, as detennined by a court or through altemate dispute resolution. 0. Jmisdiction 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 conceming it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State ofldaho, in and for the County of Latah. WATER CO:\SERVATIOf PIE PAGE40Fll ---PAGE BREAK--- P. Binding of Successors CITY and VENDOR 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. Q. City's Representatives CITY shall each 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 Specialist. R. Conflict of Interest VENDOR 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 perfonnance of its services hereunder. VENDOR further covenants that, in performing this AGREEMENT, it shall employ no person who has any such interest. S. Special Provisions 1. Ownership and Publication of Materials. All reports, information, data, and other materials prepared by VENDOR 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 VENDOR's direction shall void VENDOR's liability under this subsection. 2. Disclosure of Materials. It is expressly understood by CITY and VENDOR that all reports, infonnation, data and other materials prepared by VENDOR 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. Non-Discrimination. VENDOR 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. 4. Americans With Disabilities Act. With specific respect to design requirements of the Americans with Disabilities Act of 1990 (ADA), CITY understands that legal interpretation of ADA is not a design professional issue to be addressed by VENDOR and, accordingly, CITY agrees to waive any action against VENDOR and agrees to indemnify and defend VENDOR against any claim arising out of legal interpretation of the ADA other than for VENDOR's sole negligence. T. Ownership and Publication of Materials. All repo1is, infom1ation, data and other materials prepared by VENDOR pursuant to this AGREEMENT shall be the property of CITY, which shall have the exclusive and unrestricted WATER CO:\SER\'ATION PIE PAGE 5 Of I I ---PAGE BREAK--- authority to release, publish, or othe1wise 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. U. 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, VENDOR 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. V. Modification and Assignability of AGREEMENT This AGREEMENT contains the entire AGREEMENT between the pm1ies concerning the PROJECT, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding w1less contained herein. This AGREEMENT may not be enlarged, modified, or altered except upon written AGREEMENT signed by the pa11ies hereto. VENDOR 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. W. Non-discrimination. VENDOR 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 set their hand this 6111 day of October, 20 I 0. PALOUSE-CLEARWATER ENVIRONMENTAL INSTITUTE Sandi Billings Advancement Director W,\TER COgSER\'ATION PIE CITY OF MOSCOW PAGt 6 OF II ---PAGE BREAK--- STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) ACKNOWLEDGMENT On this 2(o'fv day of 0 , 2010, before me, a Notary Public in and for said State, appeared Sandi Billings, Advancement Director, known to me to be the person named above and acknowledged that he/she executed the foregoing AGREEMENT for Professional Services as the duly authorized representative for Palouse-Clearwater Environmental Institute. WATER CONSER\'ATJQ:-; PIE Ko Notary Public for the State ofldaho Residing at VYloSCo W My commission expires .; PIE PAGE 9 OF II ---PAGE BREAK--- • PCEI will visit a minimum of five different public and/or private schools within the Moscow City limits. • PCEI will include the City of Moscow water conservation message with each visit and pass out free shower timers when they can be provided by the City. Task 2: Fall Water Awareness Event Timeline: Watershed Festival October 2010 Work Plan: • Each October, PCEI organizes a Watershed Festival for area 4111-grade students. At this event, over one hundred fifty (150) students learn about watershed concepts, including ground water and aquifers. Learning unit places emphasis on water conservation and ways that students can help to conserve. Teachers are provided with evaluation fonns to improve this event each year. • A total attendance count and the evaluation forms for the Watershed Festival program will be compiled into electronic files and sent to the City Water Department through electronic mail. Each file will be sent to the Water Department within one month of the end of the festival and activity. WATER CO:\SERVATION PIE PAGE 100F 11 ---PAGE BREAK--- ATTACHMENT BUDGET I ITEMIZED COST ESTIMATE FY 201 I Itemized Cost Hours Cost Product 1: Communitv-based Education Program Task 1: Quarterly Newsletter Personnel: Education Program Manager 300 $7,350.00 Personnel: AmeriCorps Educators 20 $250.00 PCEI Admin (14% oftotal) $1,237.00 TOTAL $8,837.00 Cost per newsletter: $2,209 Task 2: Community Event Booths Persmmel: Education Program Manager 26 $637.00 Persmmel: AmeriCorps Educators 34 $425.00 Transportation ($.50/mile) $23.00 PCEI Admin (14% of total) $177.00 TOTAL $1,262.00 Product 2: School-based Education Programs Task 1: Classroom Visits (49 total) Personnel: Education Program Manager 95 $2,327.50 Persormel: AmeriCorps Educators 280 $3,500.00 Classroom Supplies and printing $350.00 Transportation ($.50/mile) $120.00 PCEI Admin (14% of total) $1,025.00 TOTAL $7,322.50 Average cost per class: $149 Task 2: Water Awareness Event Personnel: Education Program Manager 28 $686.00 Personnel: AmeriCorps Educators 82 $1,025.00 Personnel: Volunteer Coordinator (as event educator) 15 $367.50 Supplies and printing $100.00 Transportation ($.50/mile) $30.00 PCEI Admin (14% of total) $360.00 TOTAL $2,568.50 GRAND TOTAL $19,990.00 *Education Program Manager and Volunteer Coordinator salaries include benefits * PCEI Administrative costs include computers and telecommunications, occupancy costs, and accounting and management services. 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