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AGREEMENT FOR PROFESSIONAL ARCHITECTURAL SERVICES FOR CITY OF MOSCOW, IDAHO SWIMMING POOL PROJECT THIS AGREEMENT, made and entered into this day 1997, by and between CITY OF MOSCOW, IDAHO, a municipal corporation of the State ofldaho (hereinafter referred to as the "CITY"), and THE ORB ORGANIZATION, INC. (hereinafter referred to as the "ARCHITECT"). WITNESSETH: WHEREAS, the CITY, through its Citizens Swimming Pool Committee, intends to explore the feasibility of a new swimming pool in the community and wishes to develop information regarding indoor pool, outdoor pool, and indoor/outdoor pool options(hereinafter referred to as the "PROJECT"; and WHEREAS, the nature of the PROJECT requires professional/architectural and engineering services to assist in defining and facilitating tbe PROJECT; and WHEREAS, ARCHITECT agrees to perform various personal professional services required for the planning, conceptual design and preliminary cost estimates for the PROJECT; NOW, THEREFORE, it is agreed that for and in consideration of the mutual covenants and promises between the parties hereto as follows: SECTION I SERVICES TO BE PROVIDED BY ARCHITECT The ARCHITECT shall furnish all of the following engineering services as set out herein: Task 1: Review existing data furnished by CITY. Task 2: Meet with the Pool Committee to discuss options and items to be included in the PROJECT. Provide recommendations and assist the Pool Committee in reaching decisions. At this time the Pool Committee will provide ARCHITECT witb up to six options requiring further work. Completion date November 12. 1997. Task 3: Develop information as set out herein for approximately three outdoor pool options and three indoor pool options with accompanying cost estimates. AGREEMEN'T FOR PROFESSIONAL ARCHITECTURAL SERVICES Pagel 97-48 ---PAGE BREAK--- Task 4: Task 5: Options (not to exceed six in number) must be organized on a menu basis so items may be added or removed as necessary. The options need not be site specific. Options each shall include: A. Brief written description of the functional aspects of the facility, including size of pool/pools, bathhouse, deck area, etc. B. The PROJECT cost (including contingency, sales tax, planning and engineering) for each option. C. The approximate swimming attendance each option would produce. This will be an area of magnitude estimate based on similar facilities in other communities. D. The area of magnitude operating costs and income eaeh option would produce. The projections would provide the committee with a rough estimate of operating income and expenses for eaeh option. If the City desires a more accurate attendance projection, a more detailed economic feasibility study may be required. Projected completion date December 15, 1997. Based upon direction received from the Pool Committee and developed by ARCHITECT, presentation of one or two final options with their associated cost estimates for Pool Committee review. Prior to receiving directions as to site location and final decisions regarding elements to be included in the final PROJECT plan, ARCHITECT will provide the following information for one or two options which are selected by the Pool Committee: A. Floor plans (colored) for one or two options. B. Project capital costs for construction for one or two options. Projected completion date January 7, 1998. Develop final concept designs for one or two options. The concept for each option will include the following: A. Floor Plan B. Site Plan C. Brief word description of the facility D. PROJECT capital cost estimate AGREEMENT FOR PROFESSIONAL ARCHITECTURAL SERVICES Page 2 ---PAGE BREAK--- ARCHITECT may be required to make minor modifications to one or two options based upon the results of the full Pool Committee's report to the City Council and/or the public, not to exceed six hours of additional work on such suggested modifications. Projected completion date January 21, 1998. Task 6: Develop a statement of probable costs for facility maintenance for one or two options. Task 7: Task 8: Task 9: Projected completion date January 21. 1998. Develop a statement of probable costs to demolish the existing Ghormley pool, with accompanying mechanical room, but where existing restrooms remain in operation. Projected completion date January 21, 1998. Develop a site plan which will show the pool location, including access roads, parking, landscape, and pool layout for use as a presentation tool for the PROJECT for City Council and the public. Projected completion date February 4, 1998. Present the revised plan and associated costs to the Pool Committee. Projected completion date February 4, 1998. Task 10: Submit a final report to CITY detailing the work completed by ARCHITECT and the recommendations made. Projected completion date February 4, 1998. Task 11: Attend Pool Committee meetings on or about January 7th and February 4th, 1998. AGREEMENT FOR PROFESSIONAL ARCHITECTURAL SERVICES Page 3 ---PAGE BREAK--- SECTION II INDEPENDENT CONTRACTOR The ARCHITECT warrants by its signature that no employer-employee relationship is established between the ARCHITECT and the CITY by the terms of this Agreement. It is understood by the parties hereto that the ARCHITECT 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, or for worker's compensation benefits. SECTION III ARCHITECT'S COMPENSATION ARCHITECT's compensation for services shall be a fixed price of $18,700.00 based upon completion of all Tasks described herein. The CITY agrees to pay the ARCHITECT for all services within thirty (30) days of the date a statement is submitted certifying that such Tasks as contained in this Agreement have been completed. SECTION IV CHANGES TO BE IN WRITING This Agreement may be amended only by written instrument signed by both parties hereto. SECTION V QUALIFIED ESTIMATES OF COST The estimates of cost for the PROJECT herein are to be prepared by the ARCHITECT through exercise of their experience and judgment in applying presently available cost data; but it is recognized that the ARCHITECT has no control over cost of labor and materials or over competitive bidding procedures and market conditions so that they cannot warrant the PROJECT construction costs will not vary from the ARCHITECT's cost estimates as a result of these described factors. Nothing in this paragraph shall serve to release or relieve the ARCHITECT from exercising the skill, care and professional judgment exercised by similarly situated professional engineers. AGREEMENT FOR PROFESSIONAL ARCHITECTURAL SERVICES Page4 ---PAGE BREAK--- SECTION VI THE CITY'S RESPONSIBILITY FOR LICENSE AND PERMIT COSTS The CITY shall pay for all costs for obtaining licenses and permits which may be required by local, state and federal authorities. SECTION VII INSURANCE I. ARCHITECT's Errors and Omissions Insurance In performance of professional services, the ARCHITECT will use that degree of care and skill ordinarily exercised under similar circumstances by members of the engineering profession; and no other warranty, either expressed or implied, is made in connection with rendering the ARCHITECT's services. Should the ARCHITECT or any of the ARCHITECT's agents or employees be found to have been negligent in performance of professional services from which the CITY sustains damage, the ARCHITECT has obtained errors and omissions insurance in the amount of Five Hundred Thousand Dollars ($500,000), and said insurance shall be held active for a one year (minimum) period from the date of completion of the PROJECT. The CITY shall receive notice of any pending termination of said insurance. 2. The ARCHITECT's Additional Insurance The 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 the ARCHITECT shall cause the CITY to be named as an additional insured under said policy. ARCHITECT shall furnish the CITY with policies or certificates of insurance to demonstrate that they have procured such insurance and that the CITY has been named as an additional insured therein. Such policies or certificates shall contain the following provision: "It is agreed that the City of Moscow, Idaho is added as additional insured under this policy and the coverage provided hereunder shall be primary insurance and not contributing with any other insurance available to the City of Moscow, Idaho, under any other third party AGREEMENT FOR PROFESSIONAL ARCHITECTURAL SERVICES Page 5 ---PAGE BREAK--- liability policy. It is further agreed that the 'other insurance' condition of this policy is amended to conform therewith." Such policies or certificates of insurance shall contain the covenant of the insurance carrier that thirty (30) days written notice shall be given to the City of Moscow, Idaho, prior to modifications, cancellations or reduction in coverage of such insurance. SECTION VIII INDEMNIFICATION The ARCHITECT shall indemnify, hold harmless, and defend the CITY, its subcontractors, agents, employees, heirs, and assigns against any claims, demands, suits, actions or proceedings of any kind of or by anyone for damages to property or injuries to or death of any person or persons, which arise solely as a result of the ARCHITECT's negligent acts, errors or omissions in connection with this Agreement. The CITY shall indemnify, hold harmless, and defend the ARCHITECT, its agents, employees, heirs, and assigns against any claims, demands, suits, actions or proceedings of any kind of or by anyone for damages to property or injuries to or death of any person or persons, which arise solely as a result of the CITY's negligent acts or omissions in connection with this Agreement. SECTION IX COSTS AND ATTORNEY 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 related costs and expenses, whether the same are incurred with or without suit. SECTION X 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 PROrtSSIONAL ARCHITECTURAL SERVICES Page 6 ---PAGE BREAK--- SECTION XI BINDING OF SUCCESSORS The CITY and the ARCHITECT each hind themselves, their partners, successors, assigns and legal representatives to the other parties to this Agreement and to the partner, successors, assigns and legal representatives of such other parties with respect to all covenants of this Agreement. SECTION XII 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. The 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 the CITY. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. SECTION XIII CITY'S REPRESENTATIVES The CITY shall designate a representative authorized to act in behalf of the 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. SECTION XIV CONFLICT OF INTEREST The ARCHITECT covenants 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 ARCHITECT further covenants that, in performing this Agreement, it will employ no person who has any such interest. AGREEMENT FOR PROFESSIONAL ARCHITECWRAL SERVICES Page 7 ---PAGE BREAK--- SECTION XV CHANGES IN REGULATIONS The 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. SECTION XVI OWNERSHIP AND PUBLICATION OF MATERIALS All reports, information, data, and other materials prepared by the ARCHITECT pursuant to this Agreement shall be the property of the CITY which shall have the exclusive and unrestricted authority to release, publish or otherwise use them, in whole or in part. All such materials developed under this Agreement shall not be subject to copyright or patent in the United States or in any other country without the prior written approval and express authorization of the CITY. SECTION XVII NONDISCRIMINATION The ARCHITECT shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sexual orientation, gender, age, marital status, physical or mental handicap, or national origin. The ARCHITECT will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, gender, sexual orientation, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The ARCHITECT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. AGREEMENT FOR PROFESSIONAL ARCHITECTURAL SERVICES Page 8 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to he executed as of the date indicated above, ATTEST: ITY OF MOSCOW, IDAHO By: 4 . - Paul c. Agidius Mayor ACKNOWLEDGMENTS )ss COUNTY OF On this of before me, a Notary Public in and for said State, appeared Robert W. Bignold, AIA, PE, as Principal Architect and as duly authorized agent for The Orb Organization, Inc., known to me to he the person named above and acknowledged to me that he/she executed the foregoing document. AGREEMENT FOR PROFESSIONAL ARCHITECTURAL SERVICES Page9 ---PAGE BREAK--- STATE OF IDAHO ) ) ss COUNTY OF LATAH ) c:,f' 0 On this I day of J;),:J'1Ld , 1997, before me a Notary Public in and for said State, appeared Paul C. Agidius, known to me to be the Mayor of the City of Moscow, Idaho, and acknowledged to me that he executed the foregoing document. ) ) ss COUNTY OF LATAH ) Notary Public in ;111d for th<7,State of Id o Residing at fY/ [OVi) . ' My Commission Expires: 9' /J;h t!ZJ,3 On this ) day of l:J f'L.o/1 . , 1997, before me a Notary Public in and for said State, appeared Gilbert F. Myers, known to me to be the City Clerk of the City of Moscow, Idaho, and acknowledged to me that he executed the foregoing document. Agreements\Swimming Pool Enginecring\sr AGREEMENT FOR PROFESSIONAL ARCHITECTURAL SERVICES Page 10 ---PAGE BREAK--- Al>.l..C1ne p 33015 I>Rt'n 1\nt:.onio 'f'X 7826S-30lS T-hQi Orb Org"*ni t!'Ȫt:_'i01'\ GO., .South W•nt QIdy Way Jtantotl J(inqo WA 9'80}! COVERAGES co-T. uȢ ' v- 1481Uff I lim" I'J,ffl) ALL OWN!n AU"M IltC"'IJT'f')$ Wll!ft)At rTY Nf"! MlfO ' : - PlF-H!FT : I I I i lZ/01/97 I : 12/0l/96 P.O? r .U.l/I(J4_ r . . ! • 300000 10000 I* . I• 12/0l/98 1 120000 I i 1 <:Ef<1mCA Tl! HOLPI!Il n- j C.i tv o£ 14t>e-e¢-w Roney lHe.. " 9203 Monouw !D 8384.3 CITY027 .!!'HOUt.J) 0!/'i ȡ ȣ-Ȥ ftF 1'\IVi!CJ•U_FI) tf:y Tm; J;)T'tPAll':H'l ftA.T£ Tz{. 'Tl!E xU!HI: t:_,..ANV W>f.l wot.von tl"l «J'm _ Jj)_ OAY!Jȩl'9fJ«:mtf: TO Tl-Jf;' ȥA'!'II-IQ) l'J'I!:tt ltAMI!fl) TQ nq;; lVT. .1tfJ':A!1_li'M"T0 MAlt ȦMOnet! ȧȨNO O*UGA1"1¢tf . ---PAGE BREAK--- I PfFill'lFF' NOTEPAD: Tt; i:!t aqȐ tM!! t'-b. Ci t:y Me'Sȓ, Itt.ho iR adOOd ii.S additional iA$Ured thi.a pol.iey :lnd the eo"'J'Q.ȗ ȕidȖ hq.țt;:t:t" 1!:Mll hit p:e.i#ary tnnuranoe ȏ not eont:r::lhutin.q with any othȚr insuranc• aveilab.le to the Cit':!{ ef MoȜeow,. ldii!tho, unȝ :tnY o'th:$-t: i':hird party li3bLl!t:y {l.icy" It iliJ f"ll'Ctbtill:' a¢rȑ tlutt thȟ "'tot:h•r tnȠntulc-. Ȟd.it-ion o'f this po1Ji.cy .itJ Ȏ to een:Ft"JȔ th•re-i t'h PAGe 2 DI\Tii 01/l2/P8 rorș- PAGEȘ02 TOTAL P. 013 ---PAGE BREAK--- Affidavit of Publication STATE OF IDAHO CountY of Latah Mary Shiel Legal Clerk ss. hcillg first dulx sworn. on oath, deposes and says: she is the primer of Mos\·ow-Pullman Daih r\cws, a of gcJ1eral · circulation, printed and published daih excep! Sunda\· at Moscow, Latah Count\, Idaho. in compliance with Senions t)O-HH}, 60-lOi, and t)O-IOK of the Idaho Code and the amendmenh that t!H: notice of which the