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PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MOSCOW, IDAHO AND BERNARDO WILLS ARCHITECTS, P.C., FOR PARK DESIGN SERVICES (MIL TON ARTHUR PARK DESIGN PROJECT) THIS PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MOSCOW, IDAHO AND BERNARDO WILLS ARCHITECTS, P.C., FOR PARK DESIGN SERVICES (MIL TON ARTHUR PARK DESIGN PROJECT) (hereinafter "Agreement"), is made and entered into the day of 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 Milton Arthur Park Design Project. W I T N E S S E T H : WHEREAS, CITY intends to contract with CONSULTANT for completion of a conceptual design for Milton Arthur 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 three (3.0) acre site generally located at the northwest corner of Grandville Street and Sutton Street, 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. -MILTON ARTHUR PARK PAGE 1OF10 l 5 - \ liJ 0 ---PAGE BREAK--- SECTION II: DEFINITIONS Cost Estimate. An opinion of probable construction costs made by CONSULTANT. In probable cosl, il is recognizeu lhal neilher CITY nor CONSULTANT has control over the costs of 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 CONSULT ANT' 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 CONSULTANT 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. CONSULT ANT proposes to complete the Milton Arthur 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 One Thousand Five Hundred Dollars ($1,500). 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. -MILTON ARTHUR PARK PAGE 2OF 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 CONSULT ANT 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 CONSULTANT 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 CONSULT ANT 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. -MILTON ARTHUR PARK PAGE3OF 10 ---PAGE BREAK--- SECTION XI: CONFLICT OF INTEREST CONSULTANT 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. 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. CONSULT ANT 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. CONSULT ANT 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, CONSULTANT'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. - MILTON ARTHUR 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 CONSULT ANT 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 0 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 CITY Bernardo Wills Architects, P.C. City of Moscow, Idaho AGREEMENT FOR PROFESSIONAL SERVICES BERNARDO WILLS ARCHITECTS, P.C. - MILTON ARTHUR PARK PAGE50F 10 ---PAGE BREAK--- ACKNOWLEDGMENT STATE OF Wa5.f>MWO ) ) ss: County of Cj:x?kt:\()l. ) On this ol"tf day of DeCt?rt?bey 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. - MILTON ARTHUR PARK PAGE60F 10 ---PAGE BREAK--- MILTON ARTHUR PARK EXHIBIT BERNARDO WILLS Al