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STANDARD FORM OF AGREEMENT OWNER AND PlANNER FOR PROFDSED NE.W SWIMMING :FOOL FACILITY REVIEW AND ANALYSIS OF DFSIGNA'IED ISSUES 'lhis is an Agreement nade as of June , 1990, BEIWEEN THE CITY OF MOSCXM 1515 East Street Moscow, Idaho 83843 AND THE ORB ORGANIZATION, INC. 510 Evergreen Building 15 South Grady Way Renton, Washington 98055 SEcriON 1 ASSIGNMENT (OWNER) (PlANNER) OWNER wishes PlANNER to perfonn Professional Consulting Services, to serve as OWNER's representative and to provide consultation and advice for a Professional Fee as set forth below in connection with the review and analysis of several designated issues relating to the consideration of development and construction of a new aquatic facility for the citizens of the City of Moscow. SEcriON 2 BASIC SERVICE 2 . 1 PlANNER shall perfonn the following Professional Services: 2 . 1. 1 Consult with OWNER to clarify and define OWNER's requirements relative to the Assigrnnent and review available data; 2. 1. 2 Provide review and analysis of OWNER's designated task descriptions as emnnerated in EXHIBIT entitled, "FURI'HER OF B.l\SIC SERVICES, I.UI'IFS OF OWNER, MElliOD OF PAYMENT AND REIATIVE MA'ITERS," and as amended by ORB's letter of clarification dated May 30, 1990, which are attached hereto and nade part of this Agreement; 2.1.3 Prepare a written report of PlANNER's findings and recommendations; 2. 1. 4 Furnish ten copies of written report to OWNER. {/O-iJ6" ---PAGE BREAK--- 2.2 2.3 SECI'ION 3 OWNER shall: 3.1 3.2 3.3 SECI'ION 4 'N1J.?UID FORM OF AGREEMENT Ol!."'IWEEN OWNER AND PI.ANNER FOR PROfQSED NEW SWIMMING :RJOL FACII...ITY REVIEW AND ANALYSIS OF DESIGNATED ISSUES page 2 The duties and responsibilities of PIANNER described above are supplemented and amended as indicated in paragraph 1 of EXHIBIT Additional professional services related to this Assignment will be perfo:nned by PlANNER on request of OWNER for an additional Professional Fee as the parties may subsequently agree. OWNER 1 S RESFONSIBILITIES Provide all criteria and full infonnation as to OWNER's requirements. Designate a person with authority to act on OWNER'S behalf on all matters concerning the Assignment. Furnish to PlANNER all existing studies, reports and other available data and services of others pertinent to the Assignment, and obtain additional data as required; and PIANNER shall be entitled to rely upon all such infonnation and services in perfonning services hereunder. PERIOD OF SERVICE PlANNER shall start perfonning service hereunder within five days after the date this Agreement is signed by the OWNER; and will complete such services and submit the Report within five weeks of commencing the work. Additional requirements as to timing of PlANNER's services in relation to the services of others or the happening of events beyond PlANNER's control are set forth in paragraph 2 of EXHIBIT SECI'ION 5 5.1 5.2 5.3 PAYMENT OWNER SHALL pay PlANNER for services rendered hereunder on a SUm basis for Basic Services, a professional Fee of Five Thousand Dollars 000.00). PlANNER shall submit a statement of services rendered and Rellnbursable Expenses. PlANNER's above charges are on the bases of prompt payment of Invoices for services rendered and continuous progress of the Work on the Asssignment through submission of the Report. ---PAGE BREAK--- 5.4 SECI'ION 6 6.1 6.2 SECTION 7 7.1 . N'IlARD FORM OF AGREElST CONTROL OONER has established no budgetary requirements or considerations with respect to this project. These budgetary requirements are to be determined by the alternative design review and analysis established by this study. Opinions of probable construction costs, attendance projections, financial evaluations, arrl utilitarian considerations of operations and maintenance costs prepared by PlANNER hereunder will be made on the basis of PlANNER 1 s experience arrl qualifications arrl represent PlANNER 1 s best judgement as an experienced arrl qualified planning professional. It is recognized, hcmever, that the PlANNER does not have control over the actual costs of labor, materials, equipment, services furnished by others or over market conditions or contractors 1 methods of determining their prices, and that any utilitarian evaluation of any facility to be constructed or work to be perfonned on the basis of the Report must of necessity be speculative nntil completion of its detailed design. Accordingly 1 the PlANNER does not guarantee that proposals 1 bids, or actual costs will not vary from opinions 1 evaluations or studies submitted by PlANNER to OONER hereunder. The PlANNER shall include a minimtnn ten percent contingency in the planning estimate. MISCELIANOUS All documents preprared by PlANNER pursuant to this Agreement are instruments of se:rvice in respect of the facility that is being considered for constrution. They are not intended or represented to be suitable for reuse by OONER or others in extensions of the facility beyond that ncm contemplated or on any other facility. Any reuse by OONER without written verification or adaptation by PlANNER for extended purposes beyond the intended shall be at OWNER 1 s sole risk and without liability for legal exposure to PlANNER. ---PAGE BREAK--- 9.NI:Wm FORM OF AGREEMENT :."'IWEEN OWNER AND PlANNER FOR PROFOSED NEW SWD1MING FOOL FACILITY REVIEW AND ANALYSIS OF DESIGNATED ISSUES page 4 7. 2 '!he obligation to provide further services tmder this Agreement may be terminated: 7. 2 .1 By OWNER with or without cause upon seven day's written notice to PlANNER; or 7. 2. 2 By PlANNER for cause upon seven day's written notice to OWNER. 7. 3 In the event of any termination, PlANNER shall be paid for all Professional Services rendered to the "Date of Termination": including all Reimbursable Expenses. 7. 4 OWNER and PlANNER and their respective partners, successors, executors, administrators, assigns and legal representatives of each are botmd by this Agreement to the other party to this Agreement and to the partners, successors, administrators, assigns and legal representatives of such other party in respect of all covenants, agreements and obligations of this Agreement. 7.5 Nothing herein shall be construed to give any rights or benefits heretmder to anyone other than OWNER and PlANNER. 7.6 'Ibis Agreement (consisting of four pages); EXHIBIT (consisting of two pages); and ORB's "Clarification of services" letter, dated May 30, 1990, constitute the entire Agreement between OWNER and PlANNER and supersede all prior written or oral tmderstandings between them in respect of the subject matter covered hereby. 7. 7 'Ibis Agreement may only be amended, supplemented, modified or cancelled by a duly executed, written IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above written. OWNER ONner's Representative IOC,Ibdl-A5000C5/29 PlANNER IX>nald H. Hanson, Vice President ---PAGE BREAK--- EXHIBIT 11A11 'ID AGREEMENT BEIWEEN OONER AND PlANNER FOR PRO:roBED NEW SWIMMING FCX)L FACILITY' REVIEW AND ANALYSIS OF DESIGNATED ISSUES FURIHER DESCRIPI'ION OF BASIC SERVICES, IUl'IFS OF OONER, MEIHOD OF PAYMENT AND RElATED MA'ITERS This is an EXffiBIT attached to and made part of the Agreement dated June , 1990, between: THE CITY' OF MOSCOW 1515 East 11011 Street Moscow, Idaho 83643 (OONER) AND THE ORB ORGANIZATION, INC. 510 Evergreen Building (PlANNER) 15 South Grady Way Renton, Washington 98055 for Review and Analysis of several designated issues relating to the consideration of development and construction of a new aquatic facility for the citizens of the City of Moscow. 1. The Basic SeiVices of PlANNER as described in SECI'ION 2 of said Agreement are amended and supplemented as a. Consult with City Staff to gather all available infonnation of the project relating to: - drawings - studies - re ports - data, etc. b. Detennine the swinnning demand of Moscow and the surrounding areas as it relates to: - 12-month operation -minimal school district instruction program - competitive swinnning program 1) The City will provide ORB with current population data for: - City - SUrrounding SeJ:Vice area 2) City will provide ORB with listing of elementary, Junior high and Senior high schools within the SeJ:Vice area. 3) City will provide ORB with listing and contact phone numbers for swim teams within SeJ:Vice area. c. Based upon the demand and other relevant factors make a reconunendation concerning: - a new swimming tank, including size, shape and type - the appropriate type of pool enclosure that would best suit the needs of the City ---PAGE BREAK--- . . ' I EXHIBIT page 2 d. Detennine the construction cost of the reconunended facility. e. Detennine the approxilnate armual operating expense and income for a 12-:month pool operation. f. Consider the concept of an attached multipurpose indoor facility that might include a gymnasium, racquetball courts, weight room, and multipurpose room, including: - Development of anticipated construction costs - Development of anticipated annual operational costs and project revenues - Discussion of the impact of this facility on the projected deficit of the swimming pool g. Consideration of a phased approach of the entire development, i.e. construction of an outdoor pool, roof installation, phased multipurpose addition. END OF EXHIBIT A