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Contract _Barney Dairy WW Lift Station PROFESSIONAL SERVICES CONTRACT City of RexburgLiftStation Improvement Project Administrative Services This Contract between the City of Rexburg herein referred to as the "City," and East-Central Idaho Planning & Development Association, Inc., whose address is 299 East 4th North, Rexburg, Idaho 83440, herein referred to as the "Contractor," Witnesseth: WHEREAS, the City of Rexburg has applied for funding from the Idaho Department of Commerce (IDOC), herein referred to as "the Agency" to obtain grant funds under the respective programs for purposes of lift station improvements; and WHEREAS, the City desires to engage the Contractor to render certain services related to the administration of the above described project; and WHEREAS,the City has complied with provisions for soliciting of contractors as cited in 2 CFR Part 200 Super Circular; and WHEREAS, to ensure effective administration of the above project, it is deemed to be in the best interests of the City to enter into an agreement with the Contractor as hereinafter provided; NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. ENGAGEMENT OF CONTRACTOR. The City agrees to engage the Contractor, and the Contractor agrees to provide the administration and management of the project for the City. 2. EMPLOYEE-EMPLOYER RELATIONSHIP. The contracting parties warrant by their signature that no employer-employee relationship is established between the Contractor and the City by the terms of this contract. It is understood by the parties hereto that the Contractor is an independent contractor and as such neither it nor its employees, if any, are employees of the City for purposes of tax, retirement system, or social security (FICA) withholding. 3. CONTRACTOR'S INSURANCE. The Contractor warrants that it has obtained and will maintain at its expense for the duration of this Contract, statutory worker's compensation coverage, employer's liability and comprehensive general liability insurance coverage for its principals and employees for the services to be performed hereunder. The comprehensive general liability insurance shall have, at a minimum, a coverage limit of at least one hundred thousand dollars ($100,000) per claim, and five hundred thousand dollars ($500,000) aggregate. 4. EFFECTIVE DATE AND TIME OF PERFORMANCE. This Contract shall take effect upon joint acceptance of both the City and the Contractor. The services to be performed by the Contractor will be completed no later than project close-out, estimated to be July 1, 2021. 5. SCOPE OF SERVICES. The Contractor will perform the services defined in Attachment A, Scope of Services. The timetable for completion of key tasks will comply with the funding agency requirements. It is understood and agreed by the parties that the services of the Contractor do not include any of the following: the disbursement or accounting of funds distributed by the City advice, fiscal audits, or assistance with activities not related to the project. 6. COMPENSATION. For the satisfactory completion of the services to be provided under this Contract, the City will pay the Contractor a sum as set forth in Attachment "A." The amount paid out for each scope . rk 1 7. CONFLICT OF INTEREST. The Contractor warrants that it presently has no interest and will not acquire any interest, direct or indirect, in the project, which would conflict in any manner or degree with the performance of its services hereunder. The Contractor further covenants that, in performing this contract, it will employ no person who has any such interest. Should any conflict of interest, as defined by the Agencies Administrative Rules, arise during the performance of this contract, it will be disclosed and managed according to the funding agencies rules. 8. MODIFICATION AND ASSIGNABILITY OF CONTRACT. This contract contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party, which are not contained in the written contract, are valid or binding. This contract may not be enlarged, modified, or altered except upon written agreement signed by both parties hereto. The Contractor may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent of the City. Any subcontractor or assignee will be bound by all of the terms and conditions of this contract. 9. TERMINATION OF CONTRACT. This contract may be terminated as follows: (a) Termination due to loss of funding. In the event that the funding agencies reduce or terminate payments under the funding program so as to prevent the City from paying the Contractor with project funds, the City will give the Contractor written notice that sets forth the effective date of the termination and explains the reasons for the termination. The notice shall also describe the conditions for any reimbursement for any work completed. (b) Termination for Convenience. The City may terminate this contract, in whole or in part, for the convenience of the City when both parties agree that the continuation of the project is not in the best interest of both parties and that further expenditure of funds will not produce any results. The parties shall agree in writing upon the conditions, effective date, and fair and reasonable payment for work completed. (c) Termination for cause. (i) If the City determines that the Contractor has failed to comply with the terms and conditions of this contract, it may terminate this contract, in whole or in part, at any time before the date of completion. If the Contractor fails to comply with any of the terms and conditions of this contract, the City may give notice, in writing, to the Contractor of any or all deficiencies claimed. The notice will be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected within a reasonable period as specified in the notice, the City may, with no further notice, declare this contract to be terminated. The Contractor will thereafter be entitled to receive payment for those services reasonably performed to the date of termination, less the amount of reasonable damages suffered by the County by reason of the Contractor's failure to comply with this contract. (ii) Notwithstanding the above, the Contractor is not relieved of liability to the City for damages sustained by the City by virtue of any breach of this contract by the Contractor, and the City may withhold any payments to the Contractor for the purpose of setoff until such time as the amount of damages due the City from the Contractor is determined. However, there will be no withholding of payments unless there has been proper notice as specified in paragraph (c)(i) (Termination for cause). 10. DOCUMENTS INCORPORATED BY REFERENCE. The Citys application to the funding agency, and all applicable federal and state statutes and regulations are incorporated into this contract in and by reference. 2 11. CIVIL RIGHTS ACT OF 1964. The Contractor will abide by the provisions of the Civil Rights Act of 1964 which states that under Title VI, no person may, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 12. SECTION 109 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974. The Contractor will comply with the following provision: No person in the United States may, on the grounds of race, color, national origin, or sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole, or in part, with the funds made available under this title. Any prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975 or with respect to an otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 will also apply to any such program or activity. 13. SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968. The Contractor will ensure that, to the greatest extent feasible, opportunities for training and employment arising in connection with this ICDBG-assisted project will be extended to lower-income project area residents. Further, the Contractor will, to the greatest extent feasible, utilize business concerns located in or substantially owned by residents of the project area in the award of contracts and purchase of services and supplies. 14. MINORITY BUSINESS ENTERPRISE. Consistent with the provisions of Executive Order 11246 and 2 CFR Part 200 Circular, the Contractor will take affirmative steps to ensure minority businesses are used when possible as sources of supplies, equipment, construction, and services. Additionally, the Contractor must document all affirmative steps taken to solicit minority businesses and forward this documentation along with the names of the minority subcontractors and suppliers to the City upon request. 15. NONDISCRIMINATION. The Contractor will not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental handicap, national origin, sexual identity, or gender preference. 16. OWNERSHIP AND PUBLICATION OF MATERIALS. All reports, information, data, and other materials prepared by the Contractor pursuant to this contract are to be the property of the City and the agencies which have the exclusive and unrestricted authority to release, publish, or otherwise use this information, in whole or part. All such materials developed under this contract shall not be subject to copyright or patent in the United States or in any other country without the prior written approval of the City and the Agencies. 17. REPORTS AND INFORMATION. The Contractor will maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this contract and such other records as may be deemed necessary by the City to ensure proper accounting for all project funds, both federal and non-federal shares. The Contractor will deliver the project file to the City upon project close out or at a later date deemed necessary by Contractor. 18. ACCESS TO RECORDS. It is expressly understood that the Contractor's records relating to this contract will be available during normal business hours for inspection by the City, the Agencies, the U.S. Comptroller General, Office of Inspector General, and, when required by law, representatives of the State of Idaho. 19. CONSTRUCTION AND VENUE. This contractor will be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, venue is the 7 Judicial Court in and for the th City of Rexburg, State of Idaho. 20. INDEMNIFICATION. Except for the remedies set forth in paragraph 9 (and all its subsections) above, 3 the parties waiveany and all claims and recourse against each other, including the right of retribution for contributory loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to each other's performance of this contract except for liability arising out of concurrent or sole negligence of each other or its officers, agents, or employees. Further, the parties will indemnify, hold harmless, and assist in defending each other against any and all claims, demands, damages, costs, expenses or liability arising out of each other's performance of this contract except for liability arising out of the concurrent or sole negligence of the parties or its officers, agents, or employees. 21. LEGAL FEES. In the event either party incurs legal expenses to enforce the terms and conditions of this contract, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. 22. SPECIAL WARRANTY. The Contractor warrants that nothing of monetary value has been given, promised, or implied as remuneration or inducement to enter into this contract. The Contractor further declares that no improper personal, political, or social activities have been used or attempted in an effort to influence the outcome of the competition, discussion, or negotiation leading to the award of this contract. Any such activity by the Contractor shall make this contract null and void. 23. LIAISON. The Citys designated liaison with the Contractor is Mayor Jerry Merrill. The Contractor's designated liaison with the City is Rick Miller. It is understood and agreed upon by the parties that this contract will only remain in effect upon receipt of Agencies funding. IN WITNESS WHEREOF, the parties hereto have executed this contract. CONTRACTOR CITY OF REXBURG, IDAHO BY:______________________________________ BY: _________________________________ Melanee Sutton, Board President Jerry Merrill, Mayor East-Central Idaho Planning and Development Association, Inc. Date: __________________________ Date: __________________________ Attest: ______________________________ Attest:____________________________ 4 ATTACHMENT A ADMINISTRATIVE SCOPE OF SERVICES AND FEES This Scope for Administrative Services fills the requirements for the City of Rexburg Lift Station Improvement project. This scope pertains to public entity sponsored projects funded in whole or in part by federal and/or state grant and City funds. The list of required activities (tasks) listed herein is not intended to be exhaustive but is intended to be an up to date Idaho Department of Commerce (IDOC) and any future involved funding agency outline of the major areas of development, administrative and financial management responsibilities. It should be noted that this Scope of Services reflects the current identified project from pre-design to close-out and includes all the funding agencies and associated requirements that may participate in the project. These are currently identified as: Idaho Department of Commerce and funds from the City of Rexburg and any future involved funding agency if applicable. The City of Rexburg will pay the Contractor a fixed fee sum of fifty thousand dollars ($50,000) for performance of the services described in the following paragraphs, unless that sum is subsequently changed by the agreement of both parties as described in Section 8. This scope will include the administrative processes for IDOC, keeping in mind any future funding sources, and the carrying out of associated scopes through to project closeout. Major activities are the project implementation, environmental review, the securing of funding and the startup of construction for the improvements and review of Federal Labor Standards, financial management, civil rights, fair housings, ADA compliance and other reporting as required. The Project Administrator will conduct or assist the City in completing the following activities, and the City of Rexburg agrees to pay the Contractor as follows: I.The City of Rexburg will pay the Contractor $2,000 upon completion of the startup activities, procurement of professional services and project reporting. Tasks involved in procurement are: A.Startup, Procurement, Contract Documents and Project Reporting. 1.Assist the City in preparing for startup of the project by: a.File set-up, facilitating financial management procedures including cost allocation plan, meetings with grantee and stakeholders, submission of pre-contract documents, responding to inquiries, and explaining CDBG requirements to the City and/or sub-recipient. b.Determine Lines of communication between City, Contractors, Funding Agencies and Engineers on areas of responsibility. 2.Assist the City in procuring professional services and selecting a design professional, contractors, architect, special consultants, etc/ in accordance with CDBG requirements by: a.Attending work meetings with the City to determine the services to be procured and the steps to be followed by the project to meet federal/state procurement processes. b.Writing the request for proposals (RFP). c.Advertising the RFP. d.Training the City in the required proposal review and scoring procedures. 5 e.Assisting the City in negotiating the work to be contracted and the values for the work. f.Documenting the procurement process used to the funding agencies. 3.Help the City prepare and/or review the professional services contracts that must be accepted and approved by the funding agencies. 4.Assist the City ect Repo Tasks are: a.Prepare and submit progress reports to the Funding Agencies with each draw down (financial request), or as required by the Funding Agencies. b.Comply with all reporting requirements as needed. c.Prepare written reports to the Funding Agencies on any major compliance, performance problems, management problems, all construction commencement and completion, loan closings, defaults, etc. d.Prepare and submit any necessary contract amendments and plan amendments to the Funding Agencies prior to their execution by the City. II. The City of Rexburg will pay the Contractor $11,000 upon review, coordination and completion of the environmental review and clearance and the securing of the "Notice of Removal of Grant Conditions and Release of Funds." The Contractor will assist in procurement and arranging services for specialist to conduct the Archeological Walkover and/or Biological Assessment (to be determined) and will assist the City in execution of the contracts of said consultants. This process will be coordinated between all funding agencies involved in the project, and such services will be paid from the City project funds separate from this administrative contract. Environmental administrative tasks are: A.Environmental Reviews which are conducted to comply with 24 CFR Part 58. Duties include, but are not limited to: 1. Assessing Project Site a.Touring the site; gathering and verifying documentation 2.Preparing an Environmental Review Record (ERR) file. a. Publishing and posting public notices. Gathering and tracking comments. Collecting any technical environmental studies from design professional. b.Consult and coordinate with funding agencies and determine the level of environmental clearance that will be required. c.Debriefing City on review, establishing mitigation measures 3.Completing an Environmental Assessment. a.Establish a project description and the necessary project maps. b.Determine the agencies to be contacted for environmental clearance. c.Send environmental review request to agencies, monitored returns. d. 4.Conduct procurement activities to hire Archeological or Biological specialist if the environmental review determines it is necessary. a.This may consist of writing the Request for Proposal (RFP) and determine required Scope(s) of Work. b.Assist City in advertising the RFP or determining a minimum list of appropriate firms/consultants to receive RFP's. c.Attend meetings and train the City in the review and scoring process of the Proposals. 6 d.Assist City in negotiating costs for Biological Assessment and/or Archeological Walkover if required. e.Assist City in review of Contract(s) for specialists. 5.Other Duties may Include: a.Determine the final environmental finding; prepare the environmental finding document. b.Publish and distribute to all of the funding agencies the appropriate Finding. c.Submit ERR, Environmental Finding, distribution list, Affidavit of Publication, State Historic Presentation Office letter of response and RROF to funding agencies and other required federal agencies for review and approval. d.Secure "Notice of Removal of Grant Conditions and Release of Funds". e.Completion of the 8 step process for Flood Plain Requirements if required. III.The City of Rexburg will pay the Contractor $0 upon completion of the Land Acquisition/Easement/Ownership activities. Based on the current scope of project, Acquisition Tasks will comprise of (B Only); if scope changes, task requirements and contractor compensation may be re-determined: A.Land Ownership/Acquisition 1.Ensure the City complies with the Uniform Relocation Assistance and Real Property Acquisition Policies act for any property, permanent easements or long- term leases acquired for the CDBG project. a.Meet with the City and identify necessary acquisition activities. b.Assist the City in researching potential site for the project; determination of a site may involve other environmental work. c.Touring of the project site, determining acquisition activity, and ensuring grantee meets either the voluntary, basic or donation requirements as per the Uniform Act. d.Meet with property owners to determine those interested in selling. e.Accompany the appraiser on property site reviews. f.Determine the best project site(s) with Architect/Engineer/Entity. g.Assist the City in preparing written Offers of Purchase. h.Finalize acquisition with entity and property owner(s). i.Completing the gra-displacement and relocation plan B.Land Acquisition is not applicable. The City has title to all land involved in the project. The Contract will assist the City in determining that the "site" for the project is acceptable to the funding agencies. 1.Meet with and review project site(s) with Architect/Engineer and City. 2.Assist City in documenting the ownership and clear title to the project site(s). 3.Submit proof of own review and approval of process. IV.The City of Rexburg will pay the Contractor $3,000 for working with the Engineer/Architect to prepare the bid package, to oversee Federal and State requirements the bid opening and bid award, to help with execution of the construction contract; Tasks are: 7 A.Bidding Activities: 1.Determine and obtain the appropriate current Federal Labor standards before advertising for bids. Meet with the Architect/Engineer to review the items that will be required in the specifications by the Funding Agencies. 2.Assist engineer in reviewing the bid documents and preparing the Certification of the Review for all agencies. Submit bid documents, plans and specifications to Idaho Department of Commerce for review and approval prior to bid advertisement. 3.Participate in the pre-bid conference. Make sure the appropriate funding sources are indicated to potential bidders and note the use of federal/state funding on the projects. Explain to potential bidders the funding source regulations. B.Submit MBE/WBE Solicitation Summaries for all solicitations for services or construction bids to the required agencies if required. C.Attend bid opening. Prepare minutes for a record of the meeting and the outcome of the bidding. D.Check construction contractor eligibility of the "apparent low bidder" with Idaho Department of Commerce for the ICDBG program before awarding contract (Federal Debarred List). Inform the Architect/Engineer and City of contractors' eligibility. V.The City of Rexburg will pay the Contractor $15,000 for construction administration during the project construction period and for ensuring construction contractors are meeting the requirements of the Davis Bacon Act, Copeland Act, CWHSSA and Fair Labor Standards Act. A.Construction Administration: 1.Establish Labor Standards Compliance file for the Idaho Department of Commerce. 2.Document subcontractor eligibility, Federal Labor Standards, and Davis-Bacon Certifications. 3.Submit executed contract documents to funding agencies for review and approval. 4.Hold or assist pre-construction conference meeting in conjunction with the Engineer/Architect and with the construction contractor and sub-contractors. Provide training and detailed information on labor standards, reports, payroll processes, on site interviews, and other federal labor regulations as required by the funding agencies. a.Prepare and submit signed minutes to the Funding Agencies. b.Work with Contractor/Subcontractor to complete labor packets, train on payroll requirements. c.Submit copies of labor packets to funding agencies for review. 5.Collect, review and verify all contractor payrolls on weekly basis during construction activities. Obtain necessary corrections, monitor restitution, and prepare documentation of payroll enforcement activities. 6.Conduct on-site interviews of a sample of workers and verify the interview results with the payroll reports submitted. a.Interview record may be enhanced by also conducting mail out interviews to some workers on the project. b.Verify the returned mailed interviews against the payroll reports. 8 7.Report all payroll discrepanciesto the Funding Agencies and in some instances to the Regulatory Agencies, such as the U.S. Department of Labor. a.Work with the contractor and/or subcontractor to make corrections tothe payroll reports, to make restitution to employees, and report corrections to the Funding Agencies. 8.Complete Contract/Subcontract Activity Form and submit to the Funding Agencies. 9.Participate in the Construction Progress Meetings and review construction progress monitoring and reporting as needed throughout the construction of the project. VI.The City of Rexburg will pay the Contractor $11,000 for assisting the City with the proper accounting processes for receipt and distribution of all project funds. Tasks are: A.Accounting and Financial Requirements: 1.Assist the City in implementing and maintaining a General Ledger (Receipts and Disbursements) for all the project funds including local cash, local in-kind, federal funds, state funds, loans, and Bond funds. It must show expenditures by budget categories and also by other funding sources. 2.Help the City establish and obtain interim financing on the project and insure the best rate for the City. 3.Prepare and maintain a ledger of project specific revenues and expenses to provide accounting backup for the City. 4.Assist the City in the maintenance of cash receipts and cash disbursement journals. 5.Maintain source documentation and file documents with the appropriate Funding Agencies. a.Coordinate contract and design professional pay applications. b.Prepare all financial requests (Request for Funds), all progress reports and other associated financial documents and reports throughout the project. c.Work with City and Funding Agencies on the timely preparation and processing of pay requests. d.Submission of request to IDC ensuring proper disbursement of CDBG expenditures and any other project funds. e.Work with the City in making timely payments of all project invoices using funds granted, loaned and matched by the City. 6.Assist Citys Auditor in understanding that the Accounting and Allowable Costs must be in accordance with 2 CFR Part 200 Super Circular; of the Single Audit method of 1984 on the project. 7.Work with each of the Funding Agencies in communicating and coordinating the the Funding Agencies. 8.Keep check register, pay all contracts and assist auditor with final audit. Inform the City that they must submit their Audit to the Funding Agencies and 30 days of completion of the audit. 9 VII.The City of Rexburg will pay the Contractor $2,000 upon the identification and completion of applicable Civil Rights Activities and documents which will include the following tasks: A.Assist the Grantee in developing a local Civil Rights program. 1.Explaining and educating contractors on the complying with Section 3 requirements and hiring of disadvantage business enterprises. Submission of RFP to Idaho PTAC. Ensuring accurate completion of Section 3 Reports and the Contractor/Sub-contractor Activity Report. Assisting the City in conducting a Limited English Proficiency (LEP) four-factor analysis. Submission of City profiles. Promoting disadvantage business enterprises and fair bidding practices. Ensure public display of EEO posters. Completing CDBG civil rights activities and documents. 2.Other documents and statistics t citizens protected under Civil Rights Laws. Including preparation, publication and ing meeting required by Funding Agencies. VIII.The City of Rexburg will pay the Contractor $1,000 upon completion of the Fair Housing Plan and activities including the preparation and dissemination of the Analysis of Impediments. Tasks include: A.Fair Housing: 1.Helping to ensure the City is taking steps to affirmatively further fair housing. Duties may include: a.Ensuring the City understands and adopts the fair housing resolution, proclaiming fair housing month, and displaying fair housing information. b.Assisting and guiding the City in completing a fair housing assessment including identifying impediments and actions to mitigate and impediment. c. brochures and information. Determine a plan for distribution. IX.The City of Rexburg will pay the Contractor $1,000 upon completion of the 504/ADA activities including identification and completion of applicable Section 504 Activities. Tasks may include: A. 504/ADA: 1.Assisting the City in conducting a self-evaluation of its facilities, services, and programs. 2.Helping to develop and implement a transition plan and the effective communication checklist. 3.Ensuring the City has in place a 504/ADA Coordinator, nondiscrimination policy and grievance procedure. 4.Assist the Grantee Coordinator in establishing a 504 Committee and attend Committee meetings. The total amount paid in progress payments as listed above shall not exceed ninety (90%) percent of the total compensation sum. 10 Final Payment: The City of Rexburg will pay the final $4,000 of the Contract sum upon have monitored the project files and cleared all monitoring findings, and the Contractor has prepared and submitted the Final Report for the closeout of the funding agencies requirements. 1.Documentation that the City has met their CDBG national objective and contractual performance requirements include: a.Completing for review and signature ICDBG closeout documents. b.Ensure all projects and close out documents are submitted and approved by IDC. c.Ensure requested documents, concerns, and findings are addressed and resolved. d. Penalty: The Contractor shall lose $500 or 5% of the total contract amount whichever is greater for each Performance of Staff: The Contractor will be responsible for the successful performance and completion of services by assigned staff as specified in the scope of work. The Contractor will certify staff work is complete and in compliance with all CDBG program requirements prior to requesting payment for services. 11