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AGREEMENT FOR PROFESSIONAL SERVICES FOR MOSCOW CITY HALL BASEMENT EVALUATION STUDY BETWEEN CITY OF MOSCOW, IDAHO AND CASTELLAW KOM ARCHITECTS THIS AGREEMENT FOR PROFESSIONAL SERVICES FOR MOSCOW CITY HALL BASEMENT EVALUATION STUDY BETWEEN CITY OF MOSCOW, IDAHO AND CASTELLAW KOM ARCHITECTS, hereafter this agreement is made and entered into this day of , 2012, by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and Castellaw Kom Architects, 850 Main Street, Lewiston, Idaho, 83501 (hereinafter "ARCHITECT"). W I T N E S S E T H: WHEREAS, CITY intends to contract with ARCHITECT for completion of a facility assessment to determine the feasibility of remodeling the basement of Moscow City Hall, the Old Moscow Post Office Building, as more particularly described herein below at Section I. (hereinafter referred to as the "PROJECT"); and WHEREAS, ARCHITECT agrees to perform the various professional services to the generally accepted standard of care required for the PROJECT; and WHEREAS, ARCHITECT agrees to perform the various professional services required and defined herein below at Section II., with an estimated cost of six thousand seven hundred fifty three dollars ($6,753), and an additional estimated amount of two hundred dollars ($200) for reimbursable expenses. NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION I: ARCHITECT shall provide professional services for the PROJECT as outlined m this Agreement in accordance with the terms and conditions of this Agreement. ARCHITECT's services consist of: PROJECT The PROJECT will consist of architects review of the feasibility of developing/remodeling the basement of Moscow City Hall (also known as the Old Post Office) by completing a facility assessment and study, to identify project parameters, identify costs, and allow for more accurate AGREEMENT FOR PROFESSIONAL SERVICES CASTELLAW KOM ARCHITECTS PAGE I Or 11 zcrz.. Jt:S ---PAGE BREAK--- budgeting for future project expenditures. As part of the PROJECT, ARCHITECT shall include the following: 1. Identified issues/limitations with remodeling of the space and possible ways to mitigate. 2. Identified amenities of the space. 3. Identified code issues related to the development of the space. 4. Possible schematic floor plan based on information identified during the investigation. 5. An itemized "Opinion of Probably Construction Costs". 6. A potential schedule and possible phasing plan to complete the work. SECTION II: Pursuant to the outline of the PROJECT in Section I. of this Agreement, the following shall comprise the Scope of Work: 1. Review potential issues/limitations following a survey and physical inspections of the space. 2. Research applicable codes. 3. Review as-' built drawings, plans, photographs and historical information provided by CITY and others. 4. Complete building and site inspection assessments as deemed necessary by ARCHITECT. 5. Develop additional limited programming and initial project scope. 6. Complete possible schematic floor plan based on information identified during initial investigation. 7. Develop possible sequence and/or phasing plan. 8. Establish an "Opinion ofProbable Construction Costs" (including itemized cost). 9. Project coordination to complete the work. Note: ARCHITECT shall attend and participate in at least two meetings and/or trips to City Hall and at least one appearance at a public meeting, to present PROJECT at a City Council Committee or City Council meeting. SECTION II: A. Independent Contractor. The contracting parties warrant by their signature that no employer/employee relationship is established between ARCHITECT and CITY by the terms of this Agreement. It is understood by the parties hereto that ARCHITECT 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. B. Fees and Conditions for Consulting Services. AGREEMENT FOR PROFESSIONAL SERVICES CASTELLAW KOM ARCHITECTS PAGE2 OF II ---PAGE BREAK--- Total Estimate of Costs for ARCHITECT performing Scope of Work described in Section II shall be billed or calculated in "Architect/Engineer Proposal for Professional Services" dated August 28, 2012 attached to and incorporated in this Agreement as Attachment A and shall not exceed the total amount of eight thousand dollars ($8,000). C. Other Considerations Regarding Fees and Costs. ARCHITECT shall be paid upon CITY'S receipt of a bill for services rendered. Reimbursable costs will not be billed unless actually incurred. Billing would be for the actual cost of these items plus a ten percent (10%) mark-up for arranging, handling, insurance, and taxes. Reimbursables include generally, reproduction costs, mailing costs, and travel. Reimbursable expenses shall be an amount not to exceed three hundred dollars ($300). D. Termination of Agreement. This Agreement may be terminated by ARCHITECT upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of ARCHITECT. CITY may terminate this Agreement upon thirty (30) days' written notice without cause and without further liability to ARCHITECT except as designated by this section. In the event of termination, ARCHITECT shall be paid for services performed to termination date, including direct expense and including a percentage of the fixed fee based upon the work completed. E. Extent of Agreement. This Agreement may be amended only by written instrument signed by both parties hereto. F. Data of Record. CITY shall make available to ARCHITECT all technical data of record in CITY's possession, including maps, surveys, borings, and other information required by ARCHITECT relating to this work. G. Termination ofPROJECT. If any portion of PROJECT covered by this Agreement shall be suspended, abated, abandoned, or terminated, CITY shall pay ARCHITECT for the services rendered to the date of such suspended, abated, abandoned, or terminated work; the payment to be based, insofar as possible, on the amounts established in this Agreement or, where the Agreement cannot be applied, the payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties as to the percentage of the work completed. H. ARCHITECT'S Additional Insurance. AGREEMENT FOR PROFESSIONAL SERVICES CASTELLAW KOM ARCHITECTS PAGE3 OF II ---PAGE BREAK--- ARCHITECT shall maintain automobile insurance and statutory Workmen's Compensation insurance coverage, employer's liability, and comprehensive general liability insurance coverage. The comprehensive general liability insurance shall have a minimum limit of Five Hundred Thousand Dollars ($500,000) per claim and One Million Dollars ,000,000) aggregate, and ARCHITECT shall cause CITY to be named as an additional insured under said policy. I. Indemnification. ARCHITECT shall indemnify, hold harmless CITY against any and all damages, costs, expenses, or liability (including reasonable attorney's fees) arising out of ARCHITECT's negligent acts, errors, and omissions during the performance of this Agreement, except for liability arising out of and to the extent of negligence of CITY or its officers, agents, or employees. If CITY is determined to be solely negligent by a final decision in a court of law and such sole negligence by CITY directly results in judgment(s), costs, and/or expenses to ARCHITECT, then CITY shall reimburse ARCHITECT for the portion of such judgment(s), costs and/or expenses attributed to CITY as a result of such determination of CITY'S sole negligence. J. Dispute Resolution. CITY and ARCHITECT agree to submit all claims and disputes ansmg out of this Agreement to non-binding mediation prior to the initiation of legal proceedings. This provision shall survive completion or termination of this Agreement; however, neither party shall seek mediation of any claim or dispute arising out of this Agreement beyond the period of time that would bar the initiation of legal proceedings to litigate such claim or dispute under the applicable law. K. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either CITY or ARCHITECT. ARCHITECT's services hereunder are being performed solely for the benefit of CITY, and no other entity shall have any claim against ARCHITECT because of this Agreement or ARCHITECT's performance of services hereunder. L. Jurisdiction and Venue. · It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. AGREEMENT FOR PROFESSIONAL SERVICES CASTELLAW KOM ARCHITECTS PAGE4 OF II ---PAGE BREAK--- M. Binding of Successors. CITY and ARCHITECT 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. N. Modification and Assignability of Agreement. This Agreement contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. ARCHITECT 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 consultant, subcontractor or assignee shall be bound by all of the te1ms and conditions of this Agreement as if named specifically herein. ARCHITECT may use the services of independent contractors to perform portions of its obligations under this Agreement. Services performed by independent subcontractors will be billed to CITY by ARCHITECT at actual cost plus ten percent (10%) but payment to such subcontractors shall not be in addition to the not-to-exceed amount of this Agreement. The liability of ARCHITECT arising from the work of its subcontractors shall be limited to proceeds available from its subcontractor's insurance(s) to the extent permitted by law. 0. CITY'S Representatives. CITY shall designate a representative authorized to act in behalf of CITY. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. P. Conflict of Interest. ARCHITECT covenants that it presently has no interest and will not acquire any interest, direct or indirect, in PROJECT which would conflict in any manner or degree with the performance of its services hereunder. ARCHITECT further covenants that, in performing this Agreement, it will employ no person who has any such interest. Q. Changes in Regulations. ARCHITECT is to perform its work under the current federal, state, and local laws and regulations in full force and effect at the date of this Agreement. In the event that ARCHITECT is requested or directed to perform work, or amend work previously accomplished, due to unforeseen or unanticipated changes or additions to current laws or regulations, such work shall be deemed a change in scope of the work and shall be cause to AGREEMENT FOR PROFESSIONAL SERVICES CASTELLAW KOM ARCHITECTS PAGES OF 11 ---PAGE BREAK--- amend Section II B. of this Agreement in respect to maximum cost by mutually agreeable amounts commensurate with the change in conditions. 0. Ownership and Publication of Materials. All reports, information, data, and other materials prepared by ARCHITECT pursuant to this Agreement shall be the property of CITY. CITY shall have unrestricted authority to release, publish, or otherwise use them, in whole or in part. P. Non-Discrimination ARCHITECT 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 caused this Agreement to be executed as of the date indicated above. ARCHITECT CITY Castellaw Kom Architects City of Moscow, Idaho aw, AlA, Principle AGREEMENT fOR PROFESSIONAL SERVICES CASTELLAW KOM ARCHITECTS 9 L * \