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PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MOSCOW, IDAHO AND BERNARDO WILLS ARCHITECTS, P.C., FOR PARK DESIGN SERVICES (LOLA CLYDE PARK DESIGN PROJECT) THIS PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MOSCOW, IDAHO AND BERNARDO WILLS ARCHITECTS, P.C., FOR PARK DESIGN SERVICES (LOLA CLYDE P DESIGN PROJECT) (hereinafter "Agreement") is made and entered into the $ day of ce(Y')beV. 2015 between the City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and Bernardo Wills Architects, P.C., a Corporation of the State of Washington, 153 South Jefferson Street, Spokane, Washington, 99201 (hereinafter "CONSULTANT"), to provide landscape architect and civil engineering consulting services to CITY on the Lola Clyde Park Design Project. W I T N E S S E T H : WHEREAS, CITY intends to contract with CONSULT ANT for completion of a conceptual design for Lola Clyde Park, as more particularly described hereinbelow at Section I (hereinafter the "PROJECT"); and WHEREAS, CONSULTANT agrees to perform the various professional services to the generally accepted standard of care required for the PROJECT; and WHEREAS, CONSULTANT agrees to perform the various professional services required and defined herein below at Section I, for a not-to-exceed amount of Seven Thousand Four Hundred Fifty Dollars ($7,450); NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION I: THE PROJECT CONSULTANT shall provide professional services for PROJECT as outlined in this Agreement in accordance with the terms and conditions of this Agreement for the preparation and completion of landscape architectural design services. PROJECT will consist of an approximately five (5.0) acre site generally located at the northwest comer of Rodeo Drive and North Polk Extension, in the City of Moscow, Idaho. Landscape architectural design will generally reflect the desires and wishes developed from public input workshop meetings, to include meeting ADA Accessibility requirements. Completion of Scope of Services for PROJECT design shall follow the provision outlined in the attached CONSULTANT's proposal and Fee Schedule (Exhibit & to include providing the Opinion of Probable Cost report. AGREEMENT FOR PROFESSIONAL SERVICES BERNARDO WILLS ARCHITECTS, P.C. - LOLA CLYDE PARK PAGE 1OF10 '2-0\ lD 1 ---PAGE BREAK--- SECTION II: DEFINITIONS Cost Estimate. An opinion of probable construction costs made by CONSULTANT. In probable cost, it is recognized that neither CITY nor CONSULTANT has conlrul uver Lhe cusls uf labor, equipment, or material, or over CONSULT ANT' s methods of determining prices or bidding. The opinion of probable construction costs is based on the CONSULTANT's reasonable professional judgement and experience and does not constitute a warranty, express or implied, that the CONSULT ANT' s bids or the negotiated price of the work will not vary from CITY' s budget or from any opinion of probable cost prepared by the CONSULTANT. SECTION III: SCOPE OF WORK The Scope of Work and level of effort for PROJECT is detailed in Exhibit attached hereto, and by this reference made part of this Agreement. SECTION IV: COMPENSATION A. Fees and Conditions for Consulting Services. Total Estimate of Costs for CONSULT ANT performing Scope of Work described in Section I shall not exceed the total amount of Seven Thousand Four Hundred Fifty Dollars ($7,450); B. Other Considerations Regarding Fees and Costs. CONSULTANT shall be paid upon CITY's receipt of a bill for services rendered. CONSULTANT proposes to complete the Lola Clyde Conceptual Park Design for a lump sum fee of Seven Thousand Four Hundred Fifty Dollars ($7,450). This fee anticipates that the concept plan can be developed without the need for a topographic survey. Should a topographic survey be required, CITY may pay CONSULTANT an additional amount of approximately Two Thousand Five Hundred Dollars ($2,500). SECTION V: CONSULTANT RESPONSIBILITIES See details in Scope of Services proposal, Exhibit SECTION VI: CITY RESPONSIBILITIES CITY shall provide coordination efforts for related meetings and public input/feedback workshops, including furnishing meeting sites and public notice of meetings. CITY shall present final park design concepts to the City Council. AGREEMENT FOR PROFESSIONAL SERVICES BERNARDO WILLS ARCHITECTS, P.C. -LOLA CLYDE PARK PAGE20F 10 ---PAGE BREAK--- SECTION VII: PROJECT SCHEDULE Design work will begin upon execution of this Professional Services Agreement. Based on public meeting/workshop schedules, the anticipated final completion of work associated with this Park Design Project is on or before March 18, 2016. SECTION VIII: INDEPENDENT CONTRACTOR The contracting parties warrant by their signature that no employer/employee relationship is established between CONSULTANT and CITY by the terms of this Agreement. It is understood by the parties hereto that CONSULTANT 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. SECTION IX: TERMINATION A. Termination of Agreement. This Agreement may be terminated by CONSULT ANT upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of CONSULTANT. CITY may terminate this Agreement upon thirty (30) days' written notice without cause and without further liability to CONSULT ANT except as designated by this section. In the event of termination, CONSULTANT shall be paid for services performed to termination date, including direct expense( s) and including a percentage of the fixed fee based upon the work completed. B. Termination of PROJECT. If any portion of PROJECT covered by this Agreement shall be suspended, abated, abandoned, or terminated, CITY shall pay CONSULTANT 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 parties as to the percentage of the work completed. SECTION X: HOLD HARMLESS/INDEMNIFICATION In addition to other rights granted CITY by the Contract Documents, CONSULTANT shall indemnify and save harmless CITY, its officers and employees, from all suits, actions, or claims of any character brought because of any injuries or damages received or sustained by any person, persons, or because of any act or omission, neglect, or misconduct of CONSULTANT or its subcontractors; or because of any claims or amounts recovered from any infringements of patent, trademark or copyright; or from any claims or amounts arising or recovered under the Workmen's Compensation Act or any other law, ordinance, order or decree. AGREEMENT FOR PROFESSIONAL SERVICES BERNARDO WILLS ARCHITECTS, P.C. - LOLA CLYDE PARK PAGE3OF10 ---PAGE BREAK--- SECTION XI: CONFLICT OF INTEREST CONSULT ANT 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 hereumler. CONSULTANT further covenants that, in performing this Agreement, it will employ no person who has any such interest. Should any conflict of interest arise during the performance of this Agreement, CONSULTANT shall immediately disclose such conflict to the PROJECT Manager (Parks and Recreation Director) and CITY. SECTION XII: ENTIRE AGREEMENT, MODIFICATION, AND ASSIGNABILITY This Agreement and the exhibits hereto contain 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. CONSULTANT may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder other than as contemplated by this Agreement, without the prior written consent and express authorization of CITY. SECTION XIII: ADHERENCE TO LAW REQUIRED All applicable local, state and federal statutes and regulations are hereby made a part of this Agreement and shall be adhered to at all times. Violation of any of these statutes or regulations by CONSULTANT shall be deemed material and shall subject CONSULTANT to termination of this Agreement for cause. No pleas of misunderstanding or ignorance on the part of CONSULTANT will in any way serve to modify the provisions of this requirement. CONSULTANT and its surety shall indemnify and save harmless CITY and its employees, agents, engineers and representatives against any claim or liability arising from or based on the violation of any such laws, codes, ordinances, or regulations, whether by CONSULTANT, CONSULT ANT' s employees, or its subcontractors. SECTION XIV: NON-DISCRIMINATION CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, gender, pregnancy, national origin, ancestry, age, marital status, veteran status, disability, sexual orientation, genetic information, or any other basis prohibited by local, state, or federal law SECTION XV: JURISDICTION AND VENUE This Agreement shall be construed in accordance with and shall be subject to the laws of the State of Idaho and that the venue of any such action shall be the Second Judicial District of the State of Idaho in and for Latah County. AGREEMENT FOR PROFESSIONAL SERVICES BERNARDO WILLS ARCHITECTS, P.C. - LOLA CLYDE PARK PAGE40F 10 ---PAGE BREAK--- SECTION XVI: SPECIAL WARRANTY CONSULTANT 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 Agreement. Any such activity by CONSULTANT shall make this Agreement null and void. SECTION XVII: COMMUNICATION Such communications as are required by this Agreement shall be satisfied by mailing or by personal delivery to the parties at the following address: Consultant: Bernardo Wills Architects, P.C. Dell R. Hatch, ASLA 153 South Jefferson Spokane, Washington 99201 City: City of Moscow Parks and Recreation Director 206 East Third Street P O Box 9203 Moscow, Idaho 83843 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. ARCHITECT Bernardo Wills Architects, P.C. I 1 \ i ,1 1 ' I \ AGREEMENT FOR PROFESSIONAL SERVICES BERNARDO WILLS ARCHITECTS, P.C - LOLA CLYDE PARK CITY City of Moscow, Idaho Clerk PAGES OF 10 ---PAGE BREAK--- ACKNOWLEDGMENT STATE OF \Na5f)}(zjbJIJ ) ) ss: Cuuuly uf kant; ) On this 3rn day of beCert1 , 2015, before me, the undersigned, a Notary in and for said State, personally appeared Gary Bernardo, known to me to be the person whose name is subscribed to the foregoing Agreement and acknowledged to me that he executed the same in his capacity as Principal, authorized representative of Bernardo Wills Architects, P.C. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written. AGREEMENT FOR PROFESSIONAL SERVICES BERNARDO WILLS ARCHITECTS, P.C. - LOLA CLYDE PARK PAGE60F 10 ---PAGE BREAK--- EXHIBIT llERNARDOI WILLS - ARCHITECTS PC MILTON ARTHUR PARK October 22, 2015 Mr. Dwight Curtis Parks and Recreation Director City of Moscow 206 East Third Street Moscow, Idaho 83843 Re: Proposal of Professional Landscape Architecture Services for: Conceptual Master Plans: Lola Clyde Park Dear Dwight: Thank you for the opportunity to again assist the City of Moscow and provide this Proposal of Professional Landscape Architectural Services to develop a Conceptual Master Plan for the proposed Lola Clyde Park site. We have organized this proposal into four phases; Understanding of the Project, Scope of Services, Anticipating Schedules, and Professional Fees. Understanding of the Project The City of Moscow desires to create a Concept Master Plan for Lola Clyde Park. The City's Parks Master Plan indicates that this location and size of property would fall under the designation of a Neighborhood Park. Currently, the City has seven neighborhood parks totaling 26.37 acres, with four future park sites (Lola Clyde, Moser Property, Milton Arthur, and Baker Street) all undeveloped that total 14.60 acres. Characteristics of a Neighborhood Park are; variable in size, but generally between 3-4 acers; Lola Clyde is on the larger side ol this scale at five acres. Neighborhood parks typically draw usage from residents within one-half mile, though In smaller communities such as Moscow it is not uncommon for this distance to increase. Neighborhood parks can see intense use both with active recreation or organized sports, to more traditional passive recreational activities. The Lola Clyde site is situated in the northern region of the city; NE of the intersection of North Polk Extension and Rodeo Drive. The site will most likely be accessed via Rodeo Drive. The property has a mostly flat terrain and has a small stream, Hogg Creek, running north/south along its western edge with a foot bridge crossing lhe slream. The property is currently used to cultivate hay, with minor riparian vegetation flanking the sides of the creek. Scope of Services - Conceptual Park Master Plan - Lola Clyde Park The following work items and tasks will be inclusive to the concepts explored in the development of the Master Plan for Lola Clyde Park. Items denoted with an asterisk • indicate opportunities to combine similar efforts on additional park sites, such Milton Arthur, or as deemed appropriate by the City. 153 South Jetterson Street Spokane. WA 99201 [PHONE REDACTED] I phone [PHONE REDACTED] I fax WWW EXHIBIT PAGE 7OF10 ---PAGE BREAK--- MILTON ARTHUR PARK BERNARDO WILLS ARCHITECTS PC 1. Participate in kick-off/scoping meeting at Parks and Recreation office. (Client meeting a. Tour the site with P&R representative. b. Discuss uses identified in City Parks Master Plan and identify those deemed appropriate for inclusion in concept study. Collect available base maps and other pertinent data from the City or other sources. c. Establish dates, location, and format for public meetings/workshops related to Public Engagement efforts•. 2. Prepare information and format for Public Meeting/V\forkshop a. Produce exhibits and maps illustrating Existing Conditions and Site Inventory and Analysis noting current areas of concern and opportunities for expansion and improvements. b. Conduct Public Meeting/V\forkshop'. Gather feedback and input for use in development of initial schematic concepts. d. Summarize Public Meeting information for inclusion in development of alternative concepts. 3. Develop up to three alternative concepts for review and discussion. a. Review alternate arrangements reflecting Public Workshop input with Client. (Client meeting b. Identify most appropriate input for inclusion in development of alternative concepts. c. Prepare alternative concept exhibits for display and discussion at second Public Workshop. 4. Conduct second Public Meeting/V\forkshop a. Present exhibits illustrating the preliminary alternative concept layouts for review and discussion with public. b. Provide workshop participants with opportunity to submit written comments and voting on preferred alternative. 5. Conduct third Public Meeting/ Workshop a. Present exhibits illustrating the preliminary alternative concept layouts for review and discussion with public. b. Provide workshop participants with opportunity to submit written comments and voting on preferred alternative. 6. Finalize Preferred Alternative Concept as Proposed Master Park Plan. a. Prepare final adjustments per client and public comments. b. Prepare Opinion of Probable Cost for proposed improvements. c. Prepare final exhibit plan. Review for approval with Client. (Client meeting d. Present project procedure and final Concept Master Plan to Parks and Recreation Commission (P&RC) with City Parks and Recreation Director for approval. e. City Parks and Recreation Director will present final P&RC approved plan to City Council. Anticipated Schedules We are prepared to start work on the Lola Clyde Park Concept Master Plan immediately upon execution of a Client-Consultant contract. Based on how easily and quickly public meetings/workshops can be scheduled, we would anticipate final completion of work associated with this proposal near mid-March, 2016. City of Moscow Lola Clyde Park Proposal 2 October 22, 2015 EXHIBIT PAGE80F 10 ---PAGE BREAK--- MILTON ARTHUR PARK BERNARDO WILLS ARCHITECTS PC Professional Fees BWA proposes to complete the Lola Clyde Conceptual Park Design for a lump sum fee of $7,450.00. This fee anticipates that the concept plan can be developed without the need for a topographic survey. Should a topographic survey be required, we recommend that the City budget an additional $2,000 - $2,500 to cover this cost. Thank you again for the opportunity to submit this proposal of services. Please feel free to call us at any time should you have any questions or require further clarification. We look forward to the chance to work with the City of Moscow Parks and Recreation Department. Sincerely, Dell Hatch, BWA Landscape Architecture/Urban Design/Planning City of Moscow Lola Clyde Park Proposal 3 October 22, 2015 EXHIBIT PAGE90F 10 ---PAGE BREAK--- City of Moscow - Parks and Recreation Bernardo-Wills Fee Proposal Wednesday, October 21, 2015 Lola Clyde Park Landscape and Irrigation Hours Kick off/Scoping meeting -Client Meeting 111 Site Tour Data Gather - Prepare Base maps Proj Management - Mtg. dates and locations Workshop #1 - prepare exhibits & format Inventory and Analysis PowerPoint Presentation -feedback Su mm erize Public Meetino Preeare Alternative Concepts 3 each develop concepts based on client Input Workshop #2 - prepare exhibits & format Present exhibits to pub lie - Power Point comeile writtend comments and votinØ Workshop 113 - prepare exhibits & format Present exhibits to public - Power Point compile writtend comments and voting Prepare Preferred Alternative Final adjustments per public comment Opinion of Probable Cost Present Final MP to Parks & Rec Commish Subtotal Hours BWA Rates Subtotal Cost - Total Cost - Milton Arthur Park Landscape and Irrigation Hours Kick meeting -Client Meeting 111 Site Tour Data Gather - Prepare Base maos Proj Management - Mtg, dates and locations Workshop #1 - prepare exhibits & format Inventory and Analysis PowerPoint Presentation -feedback Summerize Public Meetlno Prepare Alternative Concepts 3 each develop concepts based on client input Workshof! #2 -Ereeare exhibits & format Present exhibits to public - Power Point compile writtend comments and votinQ Workshop 113 - prepare exhibits & format Present exhibits to public - Power Point compile wr1ttend comments and voting Prepare Preferred Alternative Final adjustments oer public comment Opinion of Probable Cost Present Final MP to Parks & Rec Commish Subtotal Hours BWA Rates Subtotal Cost - Total Cost - Travel Hours are not included LA-MGR - Landscape Architect Manager LA-Ill - Landscape Architect Ill LA-I - Landscape Architect Ill MILTON ARTHUR PARK EXHIBIT Staff LA-Mgr LA-Ill 1 .0 1.0 1.0 1.0 {included) 2.0 20 1.0 1.0 1.0 3.0 4.0 2.0 3.0 2.0 1.0 1.0 1.0 2.0 1.0 1.0 1.0 1.0 1 0 1.0 1.0 1.0 20.0 18.0 $175 $125 $3,500 $2,250 Staff LA-Mgr LA-Ill 1.0 1.0 1.0 1.0 (lncuded) 2.0 2.0 1.0 1.0 1.0 3.0 4.0 2.0 3.0 2.0 1.0 1.0 1.0 2.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 20.0 18.0 $175 $125 $3 500 $2 250 Dell Hatch, ASLA Bill LaRue, ASLA Steele Fitzloff, ASLA EXHIBIT LA-I 1.5 1 0 1 5 2.5 1.5 2.0 2-0 20 3.0 170 $100 $1,700 $ LA-I 1.5 1.0 1.5 2.5 1.5 2,0 2.0 20 3 0 17.0 $100 1700 $175 $125 $100 Totals LA-Mgr LA-111 LA-I $175 $ 125 $0 $175 S125 $0 $0 $0 $f50 $0 $0 $350 $0 $100 $350 $0 $150 $175 $125 $0 $0 S125 $0 $525 $500 $250 $350 $375 $150 $350 $0 $200 $175 $125 $0 $0 $125 $0 $350 S125 $200 $175 $125 $0 $0 S125 $0 $0 $0 $0 $175 $125 $200 $0 $125 $300 $175 $0 $0 $7,450 Totals LA·Mgr LA-Ill LA-I $175 $125 $0 $175 $125 $0 $0 $0 $150 $0 $0 $350 $0 $100 $350 $0 $150 $175 $125 $0 $0 $125 $0 $525 $500 $250 $350 $375 $150 $350 $0 $200 $175 $125 $0 $0 $125 $0 $350 $125 $200 $175 $125 $0 $0 $125 $0 $0 $0 $0 $f75 $125 $200 $0 $125 $300 $175 $0 $0 $7,450 PAGE 100F 10