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AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND DESIGN WEST ARCHITECTS, P.A., FOR DOWNTOWN RESTROOM ARCHITECTURAL DESIGN SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND DESIGN WEST ARCHITECTS P.A. FOR DOWNTOWN RESTROOM DESIGN SERVICES, is made and entered into this .n..!"day of fv16t , 2015, 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 Design West Architects, P.A., 254 E. Main Street, Pullman, Washington 99163 (J:iereinafter "ARCHITECT"). W I T N E S S E T H : WHEREAS, CITY intends to ·contract with ARCHITECT for completion of design for Downtown Restroom facility (hereinafter "PROJECT"); and WHEREAS, it is CITY' s intent to hire ARCHITECT to prepare the final facility design, prepare construction drawings and specifications for PROJECT; and WHEREAS, CITY has complied with applicable provisions of law regarding retaining professional services such as those contemplated; 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 ARCHITECT 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 architectural design services (including civil, mechanical and other related building and site design and engineering services). Plumbing, HVAC & Electrical Engineering will be incorporated into the bid specifications as "Design Build" deferred submittals. Completion of Scope of Services for PROJECT design shall follow the provision outlined in the attached ARCHITECT's proposal (Exhibit to include providing the Detailed Cost Estimate. SECTION II: DEFINITIONS Cost Estimate. An opinion of probable construction costs made by ARCHITECT. In probable cost, it is recognized that neither CITY nor ARCHITECT has control over the costs of labor, equipment, or material, or over ARCHITECT' s methods of determining prices or bidding. The opinion of probable construction costs is based on the ARCHITECT's reasonable professional judgement and experience and does not constitute a warranty, express or implied, that the ARCHITECT'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 ARCHITECT. PROFESSIONAL SERVICES AGREEMENT DESIGN WEST ARCHITECTS, P.A. AND CITY 1-D\5- Olo PAGE 1 OF8 ---PAGE BREAK--- 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. ARCHITECT shall perform all work necessary to complete PROJECT for the amount of thirteen thousand and seventy dollars ($13,070). B. Other Considerations Regarding Fees and Costs. ARCHITECT shall be compensated based on work completed, and a ten percent (10%) retainage on work completed shall be retained until PROJECT is completed. ARCHITECT shall provide invoices for the work completed which shall be reviewed by CITY. The determination of percent of PROJECT work completed shall be made by CITY. ARCHITECT shall be paid the remaining fees owing to ARCHITECT within thirty (30) days following completion of PROJECT work and acceptance of PROJECT by CITY. SECTION V: ARCHITECT RESPONSIBILITIES ARCHITECT shall complete the entire work on PROJECT. Such work shall be conducted in a good and workmanlike manner which meets or exceeds industry standards and building code requirements. ARCHITECT shall report progress no less than once every two weeks to CITY. SECTION VI: CITY RESPONSIBILITIES CITY, at no extra charge to ARCHITECT, shall: 1. Provide a topographic survey of the new building plus surrounding area; 2. Provide a geotechnical report; and 3. Perform submissions to building authorities; SECTION VII: PROJECT SCHEDULE ARCHITECT shall achieve substantial completion of PROJECT on or before May 15, 2015, and final completion of PROJECT on or before May 29, 2015. In the event of unavoidable delays beyond ARCHITECT's control, ARCHITECT, upon concurrence by the CITY, shall be granted an extension. The length of extensions due to such delays shall be as determined by CITY. City shall be notified of such delays or potential delays within two working days of ARCHITECT's knowledge of such delays. PROFESSIONAL SERVICES AGREEMENT DESIGN WEST ARCHITECTS, P.A. AND CITY PAGE2 OF 8 ---PAGE BREAK--- SECTION VIII: 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. SECTION IX: TERMINATION A. 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. B. Termination of PROJECT. 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 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, ARCHITECT 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 property on account of the operations of ARCHITECT or its subcontractors; or on account of or in consequence of any neglect in safeguarding the work; or through use of unacceptable materials in constructing the work; or because of any act or omission, neglect, or misconduct of ARCHITECT 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. SECTION XI: CONFLICT OF INTEREST ARCHITECT covenants that it presently has no interest and will not acquire any interest, ditect 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. Should any conflict of interest arise during the PROFESSIONAL SERVICES AGREEMENT DESIGN WEST ARCHITECTS, P.A. AND CITY PAGE3 OF 8 ---PAGE BREAK--- performance of this Agreement, ARCHITECT 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. ARCHITECT 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 ARCHITECT shall be deemed material and shall subject ARCHITECT to termination of this Agreement for cause. No pleas of misunderstanding or ignorance on the part of ARCHITECT will in any way serve to modify the provisions of this requirement. ARCHITECT 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 ARCHITECT, ARCHITECT's employees, or its subcontractors. SECTION XIV: NON-DISCRIMINATION ARCHITECT shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sex, sexual orientation, age, marital status, physical or mental handicap, or national origin. SECTION XV: LEGAL FEES In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, 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. SECTION XVI: 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. SECTION XVII: SPECIAL WARRANTY ARCHITECT 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 PROFESSIONAL SERVICES AGREEMENT DESIGN WEST ARCHITECTS, P.A. AND CITY PAGE40F8 ---PAGE BREAK--- to the award of this Agreement. Any such activity by ARCHITECT shall make this Agreement null and void. SECTION XVIII: 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: Contractor: Design West Architects, P.A. Laurence Rose, Principal 254 East Main Street Pullman, Washington 99163 City: Parks and Recreation Director City of Moscow 206 East Third Street P 0 Box 9203 Moscow, Idaho 83843 SECTION XIX: EXECUTION IN WITNESS WHEREOF, said ARCHITECT and CITY have caused this Agreement to be executed on the day and year first above written. ARCHITECT Design West Architects, P.A. BQÌ rence Rose, Principal PROFESSIONAL SERVICES AGREEMENT DESIGN WEST ARCHITECTS, P.A. AND CITY CITY City of Moscow, Idaho By: t Bill Lambert, Mayor ATTEST Approved As To Form: _(Ji& Roderick Hall, City Attorney PAGES OF8 ---PAGE BREAK--- STATE OF WASHINGTON ) ) ss: County of lJ VUf tM.M... ) ACKNOWLEDGMENT On this y of Mc1Sh- , 2015, before me, the undersigned, a Notary in and for said State, personally appeared Laurence Rose, 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 for Design West Architects, P.A. Not1ry Public Stlte of W11hington CHELSEARAVE HOLSTAD Mr Appointment Expirn Jen 27, 2018 PROFESSIONAL SERVICES AGREEMENT DESIGN WEST ARCHITECTS, P.A. AND CITY PAGE60F8 ---PAGE BREAK--- , . DATE: AROUTECT: OWNER: PROJECT: EXHIBIT ARCHITECTS OWNER AUTHORIZATION FOR ADDITIONAL SERVICES AND COMPENSATION TO ARCHITECT AND/OR CONSULTANTS March 10, 2015 Design We& Architects, PA 254 E. Main Street Pullman, WA 99163 City of Moscow 206 E. Third Street Moscow, ID 83843 New Downto,wn Restrooms-Jackson Street Parking Lot You are directed to perform the following design project. Compensation is to be as identified below: DESCRIPTION OF WORK: 1. New shilll Include: . · a. Wom¹n's Rºstfooin stalls ii. sink iii. fold-down changing table b. Men's Restroom i. stall ii. urinal -"flush" low water use, unless directed otherwise iii. sink iv. fold-down changing table c. Family Restroom (not applicable) d. Small Mechanical/ Plumbing Access Chase e. Storage Room - None Z. Design Conslderiltions a. Durable, public facility, intended for use year-round. b. Primarily non-combustible construction materials. c. Durable plumbing fixtures, hand dryers, partitions and soap dispensers. No paper towel dispensers. Will generally match new East City Park restrooms. d. Stainless Steel mirror per room. e. Include provision to add magnetic lock system on a time clock. f. Interior light fixtures shall be recessed, controlled by occupancy sensors. Exterior lighting shall be full cut-off vandal-resistant fixtures on a timer with photo cell. g. Exterior walls shall include reclaimed brick masonry. h. Floors shall be sealed concrete with integral 1" radius cove at floor. Provide a "framed" exterior wall area designa.ted for a future mural facing west. j. Doors shall be lockable with key, both sides. k. Provide natural daylight for energy savings. I. DWA will need a topographic survey of the new building plus surrounding area. City of Moscow to provide. m. DWA will need geotechnical report. City of Moscow to provide. PROFESSIONAL SERVICES AGREEMENT DESIGN WEST ARCHITECTS, P.A. AND CITY PAGE 7 OF 8 ---PAGE BREAK--- ARCHITECTS 3. Bidding Considerations a. Documents shall assume design-bid-build, for a future bid date. b. There are no federal funds on this project. 4. Site Con sideratlons a. New hard surfaces shall be existing to remain. Patch-in as required. 5. Conceptual Schedule a. General goal is to have approved construction plans by May 29, 2015. A/E Contract Approved--------- 50% Plans Submittal Meeting _ 80% Plans Submittal Meeting _ 95% Plans Submittal Meeting _ Submit Plans to AHJ _ Address AH! Comments._-------- BASIS OF COl\llPENSATION Will BE: We will provide design and AJH coordination. Plumbing. HVAC and Electrical engineering is not included. DWA will coordinate those aspects of the project by "design build" deferred submittals. For optional services, see below. Bidding and construction phase services are not a part of this proposed fee since Owner intends to fund/construct at some future date. Design Phases Bidding Construction Ad ministration $11,070 $ TBD $ TBD Reimbursable Expenses: At cost (in addition to fees above). Optional Not Included In Above: Detailed Cost Estimate $2,000 Engineered Plans • Plumbing, HVAC & Electrical $2,500 esentative If the basis for compensation is a fixed fee, it is further understood and agreed that this constitutes compensation in full on behalf of the Architect for all costs directly or indirectly attributable to the work. AUTltORIZATION TO PROCEED WORK FOR TltE FEE OURINED ABOVE: Signature Signature PROFESSIONAL SERVICES AGREEMENT DESIGN WEST ARCHITECTS, P.A. AND CITY Title Title PAGES OF8