1774449207433-e7cf081f-732499_1732652741.pdf

REQUEST FOR QUALIFICATIONS

RFQ-25-006

2025-2027 Professional Services Consultant Roster

City of Lewiston Lewiston, Idaho

Release Date:

November 21, 2024

Due Date: None—may be submitted at any time.

RFQ-25-006 Advertisement

CITY OF LEWISTON

RFQ-25-006

Request for Statements of Qualifications For

2025-2027 Professional Services Consultant Roster

The City of Lewiston, Idaho is requesting Statements of Qualifications (SOQs) from qualified firms to establish a professional services consultant roster of engineers, architects, landscape architects, land surveyors, and construction managers for use during the calendar years 2025 through 2027. The roster may be used for projects with an estimated professional services fee valued at or less than $200,000.

Projects with professional services valued greater than $200,000 will be advertised individually. The City of Lewiston reserves the right to request additional information from firms, to interview firms on the roster, and/or to re-advertise for consulting services for specific projects if deemed to be in the best interest of the City. Firms are evaluated using the Qualifications-Based-Selection (QBS) process.

Firms or individuals may submit Statements of Qualifications at any time through December 31, 2027.

Full details regarding preparing and submitting SOQs are on the City’s website, www.cityoflewiston.org, under “How Do I” then “View…Bid/RFP/RFQ Opportunities.”

SOQs must be submitted via email to the Purchasing Division, purchasing@cityoflewiston.org.

Publish dates: November 22 & 29, 2022

RFQ-25-006 2025-2027 Professional Services Consultant Roster 1 City of Lewiston, Idaho

CITY OF LEWISTON

RFQ-25-006

Request for Statements of Qualifications For

2025-2027 Professional Services Consultant Roster

The City of Lewiston, Idaho, in accordance with Idaho Code §67-2320, is requesting Statements of Qualifications (SOQ) from qualified firms to establish a professional services consultant roster of Idaho-licensed engineers, architects, landscape architects, land surveyors, and construction managers for use during the calendar years 2025 through 2027. The roster may be used for projects with an estimated professional services fee valued at or less than $200,000. Projects with professional services valued greater than $200,000 will be advertised individually. The City of Lewiston reserves the right to request additional information from firms, to interview firms on the roster, and/or to re-advertise for consulting services for specific projects if deemed to be in the best interest of the City. Firms are evaluated using the Qualification-Based-Selection (QBS) process.

The City anticipates the general projected need for architects, landscape architects, land surveyors, construction managers, and engineers—including specialty engineers such as electrical, mechanical, structural, architectural, environmental, etc.—to provide assessment, design, planning, and construction management services related to, but not necessarily limited to:

1) Water and Wastewater Systems;

2) Storm Water Systems;

3) Flood Control Systems;

4) Roads and Bridges;

5) Geotechnical Investigation;

6) Building Design, Improvements, and Expansions;

7) Landscape Design;

8) Construction Administration/Management/Inspection;

9) Land Use Planning;

10) Transportation Planning/Traffic Studies;

11) Environmental; and

12) Other General Engineering Needs.

Within the above twelve categories, address the following supplementary service categories that your firm is able to provide as part of a larger project:

a) Developing Financing/Funding Application for projects

b) Geotechnical

c) Environmental

Individuals providing these supplementary services within a larger project might or might not be licensed as an engineer, architect, landscape architect, land surveyor, or construction manager, but may require other licensure (e.g. geologists).

Prospective firms should have experience and familiarity with state and federal funding programs.

Responding firms are required to be registered and/or licensed with the corresponding Idaho governing

RFQ-25-006 2025-2027 Professional Services Consultant Roster 2 board(s) and to maintain their registration/licensure. Registrations and licensures will be verified upon receipt of SOQs and again at time of project consideration.

This is an open request and firms or individuals may submit Statements of Qualifications at any time through December 31, 2027. Firms may submit one or multiple SOQs to cover all desired areas of expertise; however, each SOQ may not exceed 25 pages, regardless of how many areas of expertise are included. Firms are selected based on the qualifications of the firm and the personnel whose resumes are included in the SOQ and these individuals are expected to provide the services. Therefore, firms are required to submit a new SOQ if changes in key personnel or ownership occur.

A Statement of Qualifications must comply with all of the following conditions and shall be submitted electronically in order to be accepted:

(A) Includes in the cover letter;

a. Cover letter addressed to City of Lewiston, PO Box 617, Lewiston, ID 83501. A salutation is not required, though Dear Selection Committee may be used for firms that prefer to have a salutation.

b. The name of the contact person with the person’s address, phone number, and email.

There can only be one contact person per SOQ. If different contacts are needed for different categories, submit separate SOQs.

c. For which of the twelve areas above the SOQ is being submitted. Do not change the category numbers or titles.

d. The Certificate of Authority for the firm:

i. For engineering and land surveying firms, the firm’s Business Entity Certificate of Authorization number assigned by the Idaho Board of Licensure of Professional Engineers and Professional Land Surveyors that authorizes the firm to provide professional services in Idaho.

ii. For construction management firms, the firm’s Certificate of Authority issued by the Idaho Public Works Contractors Licensing Board. (If no certificate number is included on the certificate, include a copy of the certificate. This will not count towards the 25-page limit.)

iii. For architecture firms, the firm’s must identify an individual architect licensed by The Idaho Board of Architectural Examiners (IBAE) to practice architecture in the State of Idaho.

e. Whether the firm desires to be considered for all projects in its area of expertise or if there is a minimum contract amount based on the total project estimate (e.g. only interested in projects with a service contract greater than X dollars). Not providing a threshold will be interpreted to mean that your firm wishes to be considered for any project, regardless of dollar value.

f. Includes a brief narrative about the firm (years in business, main location, branches, the location that will primarily work on the City’s projects, financial stability, etc.).

g. Includes a statement certifying that the firm nor any of its employees or officers have been debarred or suspended by any federal, state, or local entity. Provide an explanation if not able to make this certification.

(B) Includes a section for each selected area of expertise that:

a. Addresses the firm’s qualifications and experience available with current personnel.

This is to represent only the firm’s qualifications and experience and is not to include anything provided by outside subconsultants. (If your firm typically uses an outside subconsultant, your subconsultant also needs to submit an SOQ to be on the roster.

RFQ-25-006 2025-2027 Professional Services Consultant Roster 3

“Outside subconsultant” is defined as a firm outside the control of your company and does not include subdivisions of your company if your firm, or your firm’s parent company, has direct control over the subdivision.)

b. Names the key personnel for each area of expertise and their anticipated role(s) for the City’s projects. Each area must include at least one Idaho-licensed professional as lead or co-lead (in responsible charge) that qualifies the firm to provide services in the specified area of expertise.

c. Includes representative project experience gained within the past ten (10) years.

i. project location

ii. project owner

iii. design professional of record (name of firm and individual)

iv. completion date or anticipated completion date

v. your firm’s role on the project

vi. current key personnel that were/are involved in the project and each person’s role on the project

vii. identifying any state or federal grant funding used on the project and your firm’s role in obtaining and/or administering the funding.

Projects that carry more weight:

o More recent projects;

o Project owner is an Idaho government entity;

o Projects that involve state and/or federal grants.

(C) Includes a resume section that has resumes for all key personnel identified in the SOQ.

Resumes must:

a. Provide adequate information for determining the qualifications of the individual

b. Include Idaho professional license numbers. (Ensure licenses are current.)

c. Clearly distinguishes if a listed project was completed during employment with the current employer or a previous employer.

(D) Does not include professional fee information (listing overall project construction cost is okay);

(E) Is limited to 25 pages (double-sided counts as two pages; cover letter and divider pages are not counted);

(F) Is submitted in PDF file format. File naming convention will be: abbreviated company name and area of expertise, e.g. [Firm Name]-Selected Areas; [Firm Name]-All Areas; [Firm Name]-Water Wastewater; [Firm Name]-Water WW Road Bridges; etc.

(G) Is submitted via email to Purchasing at purchasing@cityoflewiston.org and is clearly marked in the email subject line as “RFQ-25-006 Consultant Roster.” Submittals to any other email or in any other format will not be placed on the City’s consultant roster.

HOW THE ROSTER WORKS:

A. This roster is created in accordance with Idaho Code §67-2320 and ONLY pertains to engineering, architectural, landscape architectural, land surveying, and construction management services. All of these professions require licensure with one or more of the following: the Idaho Board of Licensure of Professional Engineers and Professional Land Surveyors, Idaho Board of Architectural Examiners, Idaho Board of Landscape Architects, and/or Idaho Division of Building Safety Public Works Contractors Licensing. Any subconsultant in these fields must also have the

RFQ-25-006 2025-2027 Professional Services Consultant Roster 4 appropriate Idaho licensure. If a service can be provided by someone other than those with these types of licensures, even if a licensed firm can also do the services, the service does not fall under this section of Idaho code and cannot be procured using the roster. Any services provided under this roster must be provided by professionals of such a nature that another design professional may rely on the deliverables without needing to verify the accuracy of the information provided to the City. This generally means that deliverables must be stamped by a qualified Idaho-licensed professional.

B. Submitted SOQs will be reviewed for compliance with the previous section and placed on a roster that will be used as a source from which to select one or more qualified firms from whom a detailed proposal will be requested for a specific project. When the City has need for engineering, architectural, landscape architectural, land surveying, and/or construction management professional services with an estimated total professional services fee:

1. Below $50,000: the requesting department may select a single firm to contact regarding the project.

2. Between $50,000 and $200,000: the requesting department will evaluate at least two firms on the roster that have submitted a SOQ for the appropriate category of services.

a. After selecting a minimum of two potentially qualified firms from the roster, the department will provide a project-specific abbreviated RFQ to the selected firms to determine the most qualified firm for its particular project. Firms will be evaluated on these minimum criteria:

Firm History and Capability to Perform Project Relevant Project Experience Qualifications of Project Team Members Familiarity with Area Project Approach and Scheduling

b. Depending on the complexity of the project, the department may interview (usually virtually) the selected firms to obtain a better idea of the firms’ abilities for the specific project. The department will rank the firms and negotiate with the highest ranked. If negotiations with the highest ranked firm are not successful, the department will end negotiations with the highest ranked firm and begin negotiations with the next highest ranked, and so forth.

C. The City sometimes receives state or federal grant funds for a project. The selected consultant will need to be able to ensure compliance with any terms and conditions imposed by the state or federal funds.

D. The City will advertise a formal Request for Qualifications if: 1) the needed services are anticipated to have a value over $200,000; 2) the City determines that there does not appear to be at least two qualified firms on the roster; or 3) for any other reason the City feels it would be in the City’s best interest to do so. If the City issues a formal RFQ, all firms on the roster in the project area(s) will be notified of the RFQ by an email sent to the designated contact person.

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GOVERNING LAW; JURISDICTION; VENUE. Any agreement resulting from selection of a firm off this roster shall be governed and construed in accordance with the laws of the State of Idaho without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “claim”) between City and selected Firm that arises from or relates to such agreement shall be brought and conducted solely and exclusively within the Second District Court, Nez Perce County, State of Idaho. If the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court, Central District, for the District of Idaho. Firm, by submittal of a Statement of Qualifications, hereby consents to the in personam jurisdiction of said courts.

Firms selected to provide services will be required, as per Exhibit C to the Agreement, to provide evidence of commercial liability, automobile, and professional liability coverages, as well as worker’s compensation coverage that is valid in Idaho and recognized as compliant by the Idaho Industrial Commission.

DBE-MBE firms are encouraged to participate. The City of Lewiston, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted programs of the Department of Transportation issued pursuant to such Act, hereby notifies all submitting firms that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises as defined at 49 CFR Part 23 will be afforded full opportunity to submit SOQs in response to this invitation and will not be discriminated against on the grounds of race, color, national origin, sex, or disability in consideration for an award. In addition, the City of Lewiston prohibits discrimination based on ancestry, religion, creed, age, marital or familial status, physical or mental disability, sexual orientation, and gender identity/expression in consideration for an award.

Submittals are subject to the Idaho Public Information Act and will be available to the public.

Questions or Clarifications: Email any questions pertaining to this Request for Qualifications to Purchasing, purchasing@cityoflewiston.org. Include “RFQ-25-006” in the subject line.

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APPENDIX A

PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF LEWISTON AND [xx]

THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the City of Lewiston, an Idaho municipal corporation (“City”), and [??], an [??] located at [address] (“Consultant”). City and Consultant may also individually be referred to as “Party” or collectively as “Parties.”

WHEREAS, City desires Consultant perform professional services associated with [??], further described in Exhibit A; and

WHEREAS, Consultant desires to perform such Services for City.

NOW, THERFORE, in consideration of the mutual covenants and agreements herein contained, it is hereby agreed to and stipulated by and between City and Consultant as follows:

I.

INCORPORATION OF RECITALS

The foregoing recitals are hereby incorporated into and made a part of this Agreement, including all defined terms therein.

II.

DUTIES OF CONSULTANT

A. PROFESSIONAL SERVICES: Consultant shall perform the professional services as set forth in Exhibit A, attached hereto and incorporated herein (“Services”).

B. SPECIAL PROVISIONS: All special provisions that apply to this Agreement are set forth in Exhibit B, attached hereto and incorporated herein. In the event that a special provision set forth in Exhibit B conflicts with any other term of this Agreement, the special provision shall govern.

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C. INDEPENDENT CONTRACTOR: The Parties agree that Consultant is an independent contractor, with no employment relationship with City.

D. FRINGE BENEFITS: Because Consultant is engaged in Consultant’s own independently established business, Consultant is not eligible for, and shall not participate in, any employee pension, health, or other fringe benefit plan of City.

E. WORKER’S COMPENSATION: Consultant shall maintain in full force and effect worker’s compensation for Consultant and any agents, employees, and staff that Consultant employs, and assure that Consultant’s subcontractors do likewise. Consultant shall provide proof of such coverage to City, or satisfactory proof that such worker’s compensation insurance is not required.

F. RIGHT OF CONTROL: City agrees that it has no right to control or direct the details, manner, or means by which Consultant accomplishes the results of the Services.

Consultant agrees, however, that Consultant’s other contracts or services shall not interfere with

Consultant’s performance of the Services.

G. EQUIPMENT AND SUPPLIES: Consultant shall supply, at Consultant’s sole expense, all equipment, tools, materials, and/or supplies needed to accomplish the Services.

H. LICENSES AND LAW: Consultant represents that Consultant possesses the skills and experience necessary and all licenses required to perform the Services. Consultant shall comply with all applicable laws in the performance of the Services, including, but not limited to, all equal employment opportunity requirements, federal wage and labor requirements, and handicap accessibility requirements. If Consultant uses a motor vehicle in performance of this

Agreement, Consultant shall maintain a valid driver’s license and liability insurance at least in the minimum amounts required by Exhibit A.

I. WARRANTY AND STANDARD OF CARE: Consultant warrants that any materials and/or goods supplied pursuant to this Agreement shall be of good merchantable quality.

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Consultant shall perform the Services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances.

J. SUBCONTRACTORS AND SUBCONSULTANTS: Consultant shall not utilize any subcontractors or subconsultants in the performance of this Agreement without prior written approval from City.

K. INSURANCE: Consultant, at its sole expense, shall procure and maintain in full force and effect insurance in accordance with the requirements set forth in Exhibit C, attached hereto and incorporated herein.

L. INDEMNIFICATION: To the fullest extent permissible by law, Consultant shall indemnify and hold City, its officers, officials, and employees harmless for all claims, demands, losses, actions, causes of action, suits, damages, judgments, obligations, liabilities, costs, expenses, and/or injuries to persons or property (collectively “Claims”) to the extent that such

Claims arise out of or are in connection with any negligent act, error, or omission of Consultant, its officers, officials, or employees, that is in any way connected with the Services provided under this Agreement. In the event that City is alleged to be liable on account of any negligent act, error, or omission of Consultant, its officers, officials, or employees, then Consultant shall reimburse City, in proportion to Consultant’s negligence, as determined by the trier of fact, for:

(1) City’s cost of defense, including, but not limited to, attorney fees and expenses, court costs, and expert witness fees and expenses; and (2) damages. In the event of litigation, each Party shall defend itself.

Additionally, Consultant agrees to indemnify and hold City, its officers, officials, and employees harmless from any and all taxes, penalties, assessments, fines, premiums, and similar liabilities if Consultant is found by any governmental authority to be an employee rather than an independent contractor in Consultant’s performance of the Services.

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These indemnification provisions shall survive the expiration or termination of this

Agreement. Consultant’s indemnification and defense obligations herein shall extend to Claims occurring after this Agreement is terminated or expired, as well as while this Agreement is in force, and shall continue until all Claims are finally adjudicated and fully and finally barred by applicable laws.

M. NON-EXCLUSIVE: This Agreement is not exclusive to Consultant. Consultant acknowledges that City may obtain additional professional services of the same nature as provided for in this Agreement.

N. NON-DISCRIMINATION: Consultant shall not engage in employment practices that discriminate against any person, including any sub-consultant, because of such person’s race, creed, sex, color, national origin, ancestry, religion, physical or mental disability, marital or familial status, sexual orientation, or gender identity/expression, unless based on a bona fide occupational qualification or otherwise exempted by state or federal law.

O. PERSONNEL: In providing Services under this Agreement, Consultant agrees to assign the direct participation of experienced and qualified personnel. All staff used by

Consultant in the performance of the Services shall be qualified by training and experience to perform their assigned tasks. Consultant shall submit, for approval by City, a staffing proposal for the Services. Consultant shall not reassign such staff without City’s prior written approval;

and City shall have the right to approve their successors. City shall have the right, in its sole discretion, to have any of Consultant's personnel removed from the project.

P. CONSULTANT RELIANCE: Consultant may rely, without liability, on the accuracy and completeness of information provided by City without the need for independent verification.

Q. STATE OF IDAHO REQUIREMENTS: The following provisions are required by the

State of Idaho. The inclusion of these provisions in this Agreement does not indicate City’s support or opposition to these provisions nor agreement by City that these clauses are relevant

RFQ-25-006 2025-2027 Professional Services Consultant Roster 10 to the subject matter of this Agreement. Rather, these provisions are included solely to comply with the laws of the State of Idaho.

1. ANTI-BOYCOTT AGAINST ISRAEL ACT: If this Agreement: (1) is to acquire or dispose of services, supplies, information technology, or construction; (2) has a total potential value of One Hundred Thousand Dollars ($100,000) or more; and (3) Consultant is a company with ten (10) or more employees, then, pursuant to Idaho Code § 67-2346, Consultant certifies that Consultant is not currently engaged in, and will not for the duration of this Agreement engage in, a boycott of goods or services from Israel or territories under Israel’s control. The terms “company” and “boycott Israel” shall have the meanings ascribed to them in Idaho Code §

67-2346.

2. NO PUBLIC FUNDS FOR ABORTION ACT: Pursuant to Idaho Code § 18-

8703, Consultant certifies that it is not, and will not for the duration of this Agreement become, an abortion provider or an affiliate of an abortion provider, as those terms are defined in the “No

Public Funds for Abortion Act,” Idaho Code §§ 18-8701 et seq.

3. CONTRACT WITH COMPANY OWNED OR OPERATED BY THE

GOVERNMENT OF CHINA PROHIBITED: If this Agreement is to acquire or dispose of services, supplies, information technology, or construction, then, pursuant to Idaho Code § 67-2359, Consultant certifies that Consultant is not a company currently owned or operated by the government of China and will not for the duration of this Agreement be owned or operated by the government of China. The terms “company” and “government of China” shall have the meanings ascribed to them in Idaho Code § 67-2359.

4. PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN

SECTORS: If this Agreement: (1) is to acquire goods or services; (2) has a value of One Hundred

Thousand Dollars ($100,000) or more that is to be paid wholly or partly from public funds; and (3)

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Consultant is a company with ten (10) or more full-time employees, then, pursuant to Idaho Code

§ 67-2347A, Consultant certifies that Consultant is not currently engaged in, and will not for the duration of this Agreement engage in, a boycott of any individual or company because the individual or company: (a) engages in or supports the exploration, production, utilization, transportation, sale, or manufacture of fossil fuel-based energy, timber, minerals, hydroelectric power, nuclear energy, or agriculture; or (b) engages in or supports the manufacture, distribution, sale, or use of firearms, as defined in Idaho Code § 18-3302(2)(d). The terms “boycott” and

“company” shall have the meanings ascribed to them in Idaho Code § 67-2347A.

R. IDAHO PREFERENCE: Pursuant to Idaho Code § 44-1002, Consultant shall employ at least ninety-five percent (95%) bona fide Idaho residents as employees under this

Agreement; except where the Agreement calls for fifty (50) or less persons employed by

Consultant, then Consultant shall employ at least ninety percent (90%) bona fide Idaho residents. In all cases, Consultant shall give preference to the employment of bona fide Idaho residents in the performance of this Agreement. (Applies to contracts for City construction, repair, and maintenance work, unless federal funds are used and federal statutes conflict with this requirement.)

III.

DUTIES OF CITY

A. PAYMENT: City agrees to pay Consultant up to the total sum, not to exceed, [xx]

Dollars ($xx). City shall pay Consultant within thirty (30) days from receipt of invoice from

Consultant. Consultant shall keep accurate records of expenses. If City contests an invoice, City shall advise Consultant within thirty (30) days of receipt of invoice of the specific basis for doing so, may withhold only that portion so contested, and shall pay the undisputed portion.

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B. PAYROLL TAXES: Neither Federal, State, or local income taxes, nor payroll taxes of any kind shall be withheld and paid by City on behalf of Consultant or Consultant’s employees. Consultant shall not be treated as an employee of City with respect to the Services performed pursuant to this Agreement for Federal or State tax purposes. Consultant understands that Consultant is responsible to pay, according to law, Consultant’s income tax.

Consultant further understands that Consultant may be held liable for self-employment (Social

Security) tax to be paid by Consultant according to law.

IV.

GENERAL PROVISIONS

A. TERM AND RENEWAL: The term of this Agreement shall be from the Effective

Date of this Agreement through completion of the Services. In the event that this Agreement is dependent upon funding in a future fiscal year, the term of this Agreement shall be wholly contingent upon City’s annual appropriation of funds for this Agreement. Said appropriation may be made solely at the option and discretion of City.

B. TERMINATION: This Agreement may be terminated only as follows:

1. City may terminate this Agreement, with or without cause, upon at least fifteen (15) days’ written notice to Consultant.

2. Consultant may terminate this Agreement only if City defaults on its obligations under this Agreement, but only after giving City written notice of Consultant’s intent to terminate and allowing at least thirty (30) days for the default to be cured.

3. City may terminate this Agreement in the event that City does not appropriate funds for the Agreement for an ensuing fiscal year. In such event, City shall give prompt written notice to Consultant attesting to the non-appropriation of funds and the effective date of termination of this Agreement, and no financial obligations, penalty, liability, or consequence of any kind shall accrue to City after the effective date of said termination.

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Upon termination: (1) Consultant shall discontinue the Services under this Agreement; (2)

Consultant shall promptly provide City all maps, plots, drawings, estimate sheets, specifications, documents, models, renderings, and other work product prepared in connection with the

Services; and (3) City shall pay Consultant a proportional amount of the sum set forth in Section

III.A of this Agreement for all Services performed through the date of termination.

C. NOTICES: All notices, requests, demands, statements, and consents required or permitted to be given pursuant to this Agreement shall be in writing and signed by or on behalf of the Party giving the notice. Such communications shall be deemed delivered: (a) immediately if hand-delivered; (b) seventy-two (72) hours after depositing the same in the U.S. mail, certified or registered, addressed to the respective addresses set forth below; or (c) one (1) business day after depositing the same with a recognized commercial air courier or express service, addressed to the respective addresses set forth below. Any communication made by email or similar method shall not constitute notice pursuant to this Agreement.

Consultant:

Consultant’s Name

Contact Name, Position

Address

City, State, Zip

City: City of Lewiston [Attn: xx] P.O. Box 617 Lewiston, Idaho 83501

D. CHOICE OF LAW: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Idaho, with venue for any action brought pursuant to this Agreement to be in the Second Judicial District, Nez Perce County, State of Idaho.

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E. SEVERABILITY: Any provision of this Agreement that may be declared invalid or otherwise unenforceable by a court of competent jurisdiction shall not affect the validity or enforceability of any other part of this Agreement, so long as the remainder of the Agreement is reasonably capable of completion.

F. SURVIVAL: Except with respect to City’s obligations as set forth in Section IV.A of this Agreement concerning the non-appropriation of funds for this Agreement, all covenants, conditions, indemnifications, and other elements in this Agreement that might involve performance subsequent to any termination or expiration of this Agreement or that cannot be reasonably ascertained or fully performed until after termination or expiration of this Agreement shall survive.

G. AMENDMENTS: This Agreement may be amended only by a writing duly executed by both Parties.

H. PERFORMANCE/WAIVER: No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. The failure of any Party to require the performance of any term or obligation of this Agreement, or the waiver by any Party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

I SUCCESSORS AND ASSIGNS: This Agreement may not be assigned in whole or in part by either of the Parties hereto without the prior express written consent of the other Party.

J. THIRD PARTY BENEFICIARIES: Nothing contained herein shall create any relationship, contractual or otherwise, with, or any rights in favor of, any third party. Nothing contained herein shall extend the liability of either Party beyond that provided by governing law.

K. ATTORNEY FEES: Notwithstanding any statute to the contrary, in the event suit is brought by any Party to this Agreement to enforce the terms of this Agreement, the prevailing

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Party shall be entitled to recover reimbursement for reasonable attorneys’ fees and costs, in the amount determined by the court, in addition to any other available remedies.

L. FORCE MAJEURE: “Event of Force Majeure” means an event beyond the reasonable control of a Party that prevents such Party from complying with any of its obligations under this Agreement, including riots, acts of God, accidents, order of a court of competent jurisdiction, failure of a required governmental approval, civil disorders, acts of war, material shortages, or disease, and not attributable to such Party’s neglect or nonfeasance.

No Party shall be considered in breach of this Agreement or liable to the other Party for any losses and damages to the extent that performance of their respective obligations is prevented by an Event of Force Majeure. The Party prevented from carrying out its obligations hereunder (“Affected Party”) shall give notice to the other Party of an Event of Force Majeure upon it being foreseen by, or becoming known to, the Affected Party. If and to the extent that the

Affected Party is prevented from performing its obligations by an Event of Force Majeure, while the Affected Party is so prevented, the Affected Party shall be relieved of its obligations hereunder, but shall endeavor to continue to perform its obligations under the Agreement so far as reasonably practicable.

M. PUBLIC RECORDS: The Parties herein understand and acknowledge that this

Agreement, its exhibits and attachments, communications between them, and the Work Product are subject to the Idaho Public Records Act, I.C. §§ 74-101, et seq., and other applicable federal and state laws, and might be subject to disclosure.

N. USE OF CITY NAME: Consultant shall not include the name, logo, or any identifying marks of City in any advertising, sales promotion, or other publicity matter.

O. TIME IS OF THE ESSENCE: Time is of the essence with regard to the performance of all of Consultant’s obligations under this Agreement.

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P. NON-EXCLUSIVE REMEDIES: No provision in this Agreement made for the purpose of securing enforcement of the terms and conditions of this Agreement shall be deemed an exclusive remedy or to afford the exclusive procedure for the enforcement of said terms and conditions, and the remedies herein provided are deemed to be cumulative.

Q. COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

R. DISPUTE RESOLUTION: In the event that a dispute related to this Agreement arises, the dispute shall be articulated in writing by either Party. City and Consultant shall then attempt to negotiate in good faith and resolve the dispute. If the Parties fail to resolve the dispute through negotiation, then the Parties shall enter into non-binding mediation or another mutually agreed upon alternative dispute resolution process. Each Party shall pay the fees of its counsel, consultants, and experts, but the fees and expenses for the mediator shall be split equally between the Parties. The Parties agree that non-binding mediation or another mutually acceptable alternative dispute resolution process shall precede litigation.

S. OWNERSHIP OF DOCUMENTS: Upon City’s payment to Consultant as provided in this Agreement, all maps, plots, drawings, estimate sheets, specifications, documents, models, renderings, and other work product prepared in connection with the Services

(collectively “Work Product”) shall be the property of City. Use or reuse of Work Product for any purpose other than intended by this Agreement shall be at the risk of City and without legal liability or exposure to Consultant.

T. JOINT DRAFTING: The Parties expressly agree that this Agreement was jointly drafted and both Parties had an opportunity to negotiate its terms and obtain the assistance of legal counsel in reviewing its terms prior to execution. Therefore, this Agreement shall be construed neither against nor in favor of either Party, but shall be construed in a neutral manner.

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U. CONTRACTING AUTHORITY: Each Party warrants that the person or persons executing this Agreement on behalf of such Party has the full right, power, and authority to enter into and execute this Agreement on such Party's behalf, and that no consent from any other person or entity is necessary to effectuate this Agreement.

V. MERGER AND INTEGRATION: This writing embodies the whole agreement of the

Parties. There are no promises, terms, conditions, or obligations other than those contained in this Agreement. All previous and contemporaneous communications, representations, or agreements, either verbal or written, between the Parties concerning all subject matters contained in this Agreement are superseded by this Agreement.

IN WITNESS WHEREOF , the Parties have executed this Agreement on the last day and year written below (“Effective Date”).

DATED this day of 20_____.

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CITY OF LEWISTON

By:

Daniel G. Johnson, Mayor

ATTEST:

Kari J. Ravencroft, City Clerk

DATED this day of 20_____.

[CONSULTANT]

By:

Title:

STATE OF IDAHO )

) ss.

County of _____________ )

On this _____ day of _______________ 20____, before me, a Notary Public, personally appeared [Signatory], known or identified to me as the [Title] of [Consultant], and stated she/he has the authority to execute this instrument on behalf of [Consultant], and did execute this instrument on behalf of [Consultant].

Notary Public for the State of Idaho

Commission Expires ______________________

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EXHIBIT A

SCOPE OF SERVICES

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EXHIBIT B

SPECIAL PROVISIONS

[Special provisions should be reviewed by City Attorney’s Office prior to signature. If none, so indicate.]

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EXHIBIT C

INSURANCE

A. Consultant, at its sole expense, shall procure and maintain in full force and effect insurance written by an insurance company or companies with AM Best’s rating(s) of A VIII or better. All insurance companies must be authorized to do business in the State of Idaho. By requiring insurance herein, City does not represent that coverage and limits are necessarily adequate to protect Consultant, and such coverage and limits shall not be deemed as a limitation on Consultant’s liability under the indemnities granted to City in this Agreement.

B. Certificates of Insurance and additional insured, primary and non-contributory, and waiver of subrogation endorsements evidencing the coverages required herein and endorsements required herein shall be provided to City upon full execution of this Agreement and prior to the start date of the Services. All certificates must be signed by an authorized representative of Consultant’s insurance carrier. Renewal certificates must be provided to City a minimum of five (5) days prior to the effective date of the renewal.

C. Certificates and endorsements required herein shall be mailed to:

City of Lewiston Purchasing Division P.O. Box 617 Lewiston, Idaho 83501

D. Certificates must evidence the following minimum coverages:

1. WORKERS’ COMPENSATION insurance meeting the statutory requirements of the State of Idaho, if applicable.

2. EMPLOYERS’ LIABILITY insurance, if applicable, providing limits of liability in the following amounts:

Each Accident: $500,000 each accident Bodily Injury by Accident: $500,000 policy limit Bodily Injury by Disease: $500,000 each employee

3. COMMERCIAL GENERAL LIABILITY insurance, if applicable, providing limits of liability in the following amounts:

General Aggregate: $2,000,000 Product/Completed Operations Aggregate: $2,000,000 Personal & Advertising Injury Liability: $1,000,000 Per Occurrence: $1,000,000 Damage to Rented Premises: $ 50,000

The Commercial General Liability (“CGL”) insurance policy shall be written on an “Occurrence” form and shall cover liability arising from premises, operations, independent Consultants, products, completed operations, personal injury, advertising injury, and liability assumed under an insured contract (including tort liability of another assumed in a contract). Required coverage shall be maintained

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4. BUSINESS AUTOMOBILE LIABILITY insurance providing bodily injury and property damage liability coverage for not less than $1,000,000 each accident limit. Business Automobile Liability insurance shall be written on a standard ISO policy form, or an equivalent form, providing coverage for liability arising out of owned, hired, or non-owned vehicles in connection with this Agreement.

5. PROFESSIONAL LIABILITY insurance with limits of not less than $1,000,000 per claim and $1,000,000 aggregate. If the insurance required by this section is obtained through a “Claims Made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement.

Continuous or extended reporting coverage shall be maintained a minimum of five

(5) years or the maximum time under the State of Idaho statute of limitations for claims under this coverage, whichever is greater, after the Services are last provided under this Agreement.

Or

Consultant shall maintain professional liability insurance coverage meeting these requirements for the applicable of statutory limitation of claims (or statute of repose, if applicable) after completion of the Services.

E. Consultant shall name the City, its officers, officials, employees, and volunteers (“Additional Insureds”) as additional insureds on Consultant’s commercial general liability insurance policy and all other liability insurance policies with the exception of the professional liability policy, with respect to liability arising out of work or operations performed by or on behalf of Consultant, including materials, parts, or equipment furnished in connection with such work or operations. To the maximum extent permitted by law, the coverage provided to the Additional Insureds under the commercial general liability policy shall be provided by a policy provision or an endorsement that is as least as broad as CG 20 10 07 04 (ongoing operations) in combination with CG 20 37 07 04 (completed operations). Notwithstanding the foregoing, Consultant shall provide ISO Form B - CG 20 10 11 85 or equivalent coverage where available from its carrier. The Additional Insured endorsement must be provided with the certificate of insurance. Such policy provision(s) or endorsement(s) shall further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the Additional Insureds.

F. Consultant waives all rights against City, its officers, officials, employees, and volunteers for recovery of damages to the extent that damages are covered by commercial general liability, commercial excess/umbrella liability, business automobile liability, workers’ compensation or employer’s liability insurance, or professional liability insurance maintained pursuant to the requirements of this Agreement.

G. The Worker’s Compensation, Employer’s Liability, Professional Liability, Commercial General Liability, and Business Automobile Liability insurance policies carried by

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Consultant pursuant to this Agreement shall include an endorsement expressly waiving any right of subrogation on the part of the insurer against City and its elected officials, agents, employees, successors and assigns. Consultant shall pay any additional costs or charges for obtaining such waiver. A copy of the waiver of subrogation endorsement shall accompany the certificate(s) of insurance.

H. For any policy required of Consultant, any deductible or self-insured retention in excess of $10,000 must be declared and is subject to City’s approval. Funding of deductibles or self-insured retentions maintained by Consultant is the sole responsibility of Consultant, including any deductible or self-insured retentions applicable to coverage afforded to City or other Additional Insureds. The coverage afforded to the Additional Insureds must not be conditioned upon payment of any deductible or self-insured retentions.

I. Consultant shall require that any contractor of any tier retained to fulfill Consultant’s duties under this Agreement shall: (1) procure and maintain insurance that complies with the requirements set forth in this Exhibit, including the additional insured, primary and non-contributory, and waiver of subrogation requirements; and (2) provide Consultant with certificates of insurance and endorsements evidencing such coverages and endorsements. Additionally, Consultant shall review such certificates of insurance and endorsements to ensure that the coverages therein evidenced comply with the requirements set forth in this Exhibit. On a case-by-case basis, City may agree to adjust these requirements for any contractor.

J. Receipt by City of a non-conforming certificate of insurance, policy, or endorsement without objection or City’s failure to collect a certificate of insurance shall not waive or alter Consultant’s duty to comply with the insurance requirements set forth herein.

K. Consultant shall keep the insurance policies in effect as long as the Agreement is in effect or as otherwise specified herein, whichever is longer.

L. Consultant shall notify or require insurer to notify City at least fifteen (15) days prior to cancellation, non-renewal, or limitation in scope or coverage of Consultant’s policies.

M. In addition to any other remedies that City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may:

1. Order Consultant to stop work under this Agreement and/or withhold any payment(s) that become due to Consultant hereunder until Consultant demonstrates compliance with the insurance requirements herein, or

2. Terminate this Agreement.

Exercise of any of the above remedies is an alternative to other remedies that City may have and is not the exclusive remedy for Consultant’s failure to maintain insurance or secure the appropriate endorsements.

N. Nothing herein shall be construed as limiting, in any way, the extent to which Consultant may be held responsible for payments of damages to persons or for property arising from

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Consultant’s, or its subcontractor’s, performance of the work covered under this Agreement.