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AGREEMENT FOR ANIMAL SHELTER NEEDS ASSESSMENT BETWEEN CITY OF MOSCOW. IDAHO AND LOMBARD-CONRAD ARCHITECTS, P.A. This Agreement for Animal Shelter Needs Assessment between the City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho. 83843 (hereinafter referred to as "CITY"), and Lombard-Conrad Architects, P.A., 1221 Shoreline Lane, Boise, Idaho, 83702 (hereinafter referred to as "CONSULTANT"). W I T N E S S E T H: WHEREAS, CITY wishes to assess the needs of the Humane Society and CITY related to provision of animal shelter and care (hereinafter referred to as "PROJECT"); and WHEREAS, it is CITY's intent to hire CONSULT ANT to conduct a needs assessment to facilitate PROJECT; and WHEREAS, CITY has complied with applicable provisions of law regarding retaining professional services such as those contemplated; and NOW, THEREFORE, be it agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION 1: THE PRO.JECT A. CONSULT ANT shall provide professional services for THE PROJECT as outlined in this Agreement in accordance with the tenns and conditions of this Agreement tor the preparation and completion of a needs assessment study. The final draft of the study ("PROJECT") shall be presented in written and graphical lorrn based on CONSULT ANT's experience to maximize the ease of reading and understanding by all parties. Both bound and unbound copies of the report shall be provided tor easy reproduction and dissemination. B. The Project shall consist of the following and all tasks listed within Scope of Work. SECTION II: SCOPE OF WORK A. CONSULTANT DELIVERABLES CONSULTANT's scope of work shall include • A needs assessment • Facility program • Conceptual budget estimate • Spatial requirements ---PAGE BREAK--- Needs Assessment Study shall include: • Cunent and projected staf!ing and population trends • Developing functional elements (rooms ) list and estimated space needs • Documenting functional adjacency requirements • Developing site area reqnirements • Recommended site selection criteria • Estimating construction cost • Producing a written report • All items mentioned in the RFP (attached ) The tlnal written report shall identify specitlc estimated needs for the City of Moscow Animal Shelter. lnfonnation presented in the study must be open and verifiable. CONSULTANT shall furnish all labor, material, equipment, tools, supervision, travel and incidentals necessary to complete the needs assessment. B. CITY DELIVERABLES CITY agrees to do this as part of special provisions: CITY shall provide requested documentation and information that shall allow CONSULTANT to complete the above Scope of Work. The requested infonnation shall include, but not be limited to: • Organizational chatts • Staft1ng requirements • Historical levels • Anticipated programs • Population statistics (both local and contract populations ) • Special equipment inventories • Points of contact within each agency or anticipated participant Also included may be agreements goveming such areas as records, reception, building maintenance and administration concerns. Where appropriate CITY shall provide or shall allow CONSULT ANT to take tours and photos of tǃ1cilities as needed. CITY shall also provide access to CITY staff and management personnel as needed f(x CONSULTANT to complete the tasks outlined in the Scope of Work. SECTION III: COMPENSATION A. Compensation and Tenn. For the services pcrt(Hl1Jed pursuant tel this Agreement. CONSULT shali be in a stipulated sum not to exceed three thousand dollars ($1,000). The term of this Agreement shall not exceed twelve ( 12) months trom the date of execution. ---PAGE BREAK--- B. Payment. Payment for services rendered by CONSULTANT shall be in accordance with the to !lowing: CONSULTANT shall submit invoices to CITY. CITY shall ensure that its funds arc available and in an account designated tor PROJECT prior to and tor the duration of PROJECT. Payments for invoices prepared by CONSULTANT shall be due and payable net thirty (30) days by CITY. SECTION IV: OTHER TERMS AND CONDITIONS A. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between CONSULTANT and CJTY by the tenns 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, arc employees of CITY for purposes of tax. retirement system, social security (FICA) withholding. Any sub-consultant used in PROJECT is the sole responsibility of CONSULTANT and is not considered to have an employer/employee relationship with CITY by the terrns of this Agreement. B. Tennination of Agreement This Agreement may be tenninated by CONSULTANT upon thirty (30) days' written notice, should CITY fail to substantially perfonn in accordance with its terms through no fault of CONSULTANT. CITY may tenninate this Agreement upon thirty (30) days' written notice without cause and without further liability to CONSULTANT except as designated by this Agreement. All working documents and drawings shall become the property otǀ and shall be surrendered to CITY. CONSULTANT shall cease all work immediately upon receipt of notice of temrination and shall not be entitled to payment for any work perfom1ed after notice of tennination was delivered, absent an express agreement lrom CITY. Should CITY opt out of PROJECT there shall be written notice given to all parties at least thirty (30) days prior. C. Extent of Agreement "lhis Agreement may be amended only by written instrument signed by all parties hereto. i' I Of ---PAGE BREAK--- D. Data of Record CITY shall make available to CONSULT ANT all technical data of record in CITY's possession, including maps, surveys, borings, and other inti.mnation required by CONSULT ANT relating to the PROJECT. E. Standards of Work CONSULT ANT agrees that the perti.mnance of work described in this Agreement including attachments and exhibits and pursuant to this Agreement shall be done in a professional manner and shall cont(mn to professional standards and CONSUI.:r ANT shall use that degree of care and skill ordinarily exercised nnder similar circumstances by members of the profession. CONSULTANT shall perfonn services as expeditiously as possible as is consistent with professional skill and care and the orderly progress of the work. Unless approved by CITY, CONSULTANT shall not exceed the time limits established by the schedule, except for circumstances out of CONSULTANT's controL F. Insurance CONSULTANT shall maintain through this Agreement the following insurances: l . Worker's compensation and employer's liability insurance as required b y the State of Idaho. 2. Comprehensive automobile and vehicle liability insurance covering claims tor injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including on-site and oftǁsite operations, and owned, non owned, or hired vehicles, with one million dollars ($1,000,000) combined single limits; 3. Commercial general liability insurance covering claims tc1r injuries to members of the public or damage to property of others arising out of any covered negligent act or omission of CONSULT ANT or of any of its employees, agents, or subcontractors, with one million dollars 1 ,000,000) per occurrence and in the aggregate; G. Indemnity and Hold Harmless l. CONSULT ANT waives any and all claims and recourse against CITY including rights of contribution for loss or damage to persons or property arising ti·om, or growing out of, or in any way connected with or incident to CONSULTANT's performance of this Agreement, except for liability arising out of the negligence of CITY or its oHiccrs. agents or employees. 2. CONSULTANT agrees to indemnify and hold harmless CITY and its ofticers, agents and employees against all liabilities and damages of any nature whatsoever resulting trom any injury or damages sustained by any person(s) or property resulting !rom any negligent act, error or omission of CONSULTANT or its agents, employees. subcontractors or consultants. This indcn1nity and hold Agrcc1ncnt shaH not ---PAGE BREAK--- be limited by reason of the specification of any particular insurance coverage required under the terms of this Agreement. 3. It is understood and agreed that this Agreement does not contemplate handling otǂ or design services including use of, asbestos or any hazardous material or any toxic substance. Therefore, CITY agrees to hold hannless, defend and indemnity CONSULTANT for all claims, lawsuits, expenses or damages arising from or related to the handling, usc, treatment, purchase, sale, storage or disposal of asbestos, asbestos products or any hazardous material or any toxic substance (or hazardous materials or toxic substances in general) other than for CONSULTANT's sole negligence. H. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the tenus and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, as dctennined by a court or through alternate dispute resolution. l. 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 Comt of the Second Judicial District of the State of Idaho, in and f(,r the County of Latah. J. Binding of Successors CITY and CONSULTANT each bind themselves, their partners, successors, assigns, and legal representatives to the other parties to this At,'feement and to the partners, successors, assigns, and legal representatives of such other parties with respect to all covenants of this Agreement. K. CiTY Representative Representatives shall he selected trom the original selection committee formed f(,r PROJECT for CITY to ensure consistency in PROJECT. The authorized representatives 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. L. Contlict of Interest CONSULT ANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, in PROJECT, which would cont1ict in any manner or degree with the perfimnance of its services hereunder. CONSULTANT further covenants that, in pert(mning this Agreement, it shall cmpioy no pcrsun who has any such interest. ---PAGE BREAK--- M. Special Provisions l. Ownership and Publication of Materials. All reports, infonmrtion, data, and other materials prepared by CONSULTANT pursuant to this Agreement shall be the property of ClTY, which shall be 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 CITY. lt is mutually understood that any alterations made to documents without CONSULT ANT's direction shall void CONSULTANT's liability under this subsection. 2. Disclosure of Materials. It is expressly understood by CITY and CONSULTANT that all reports, infonnation, data and other materials prepared by CONSULTANT pursuant to this Agreement, may be subject to disclosure under Idaho Code Title 9, Chapter 3, commonly known as the Idaho Public Writings Law. 3. Non-Discrimination. CONSULTANT shall not discriminate against any employee or applicant tor employment on the basis of race, color, religion, creed, political ideals, sex, age, marital status, physical or mental handicap, or national origin. 4. Americans With Disabilities Act. With specific respect to design requirements of the Americans with Disabilities Act of !990 (ADA), CITY understands that legal interpretation of ADA is not a design professional issue to be addressed by CONSULTANT and, accordingly, CITY agrees to waive any action against CONSULTANT and agrees to indemnify and defend CONSULTANT against any claim arising out of legal interpretation of the ADA other than f(lf CONSULT ANT's sole negligence. N. PROJECT Confidentiality: CONSULTANT shall maintain confidentiality of PROJECT intormation, including sensitive information about CITY. All PROJECT communications and reports tor PROJECT shall be handled in a professional manner. After PROJECT, CONSULTANT shall retum to CITY all docnments obtained from CITY or generated during the course of this PROJECT. CITY may modify this approach prior to finalizing PROJECT contract documents, if so desired. 0. Qualified Estimates of Cost The estimates of cost f(>r PROJECT herein are to he prepared by CONSULTANT through exercise of their experience and judgment in applying presently available cost data: but it is recognized that CONSULTANT has no control over cost of labor and materials, or over competitive bidding procedures and market conditions so that they cannot warrant PROJECT. Nothing in this paragraph shall serve to release or relieve CONSULTANT ti·m11 exercising the skilL care, and pro!Cssional judgment exercised by similarly situated profession organization. ---PAGE BREAK--- P. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties concerning PROJECT. and no statements, promises, or inducements made by either party, or agents of either party, arc 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 without the prior written consent and express authorization of C ITY. Any such subcontractor or assignee shall be bound by all of the tenns and conditions of this Agreement as if named specifically herein. Q. Ownership and Publication of Materials. All reports, inti.mnation, data and other materials prepared by CONSULT ANT pursuant to this Agreement shall be the property of 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 ADŽo,>reement 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 CITY. R. Non-discrimination. CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sex, age, mmital status, physical or mental handicap, or national origin. IN W ITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. c / c-Conradrects, P.A. / C ITY City of Moscow, Idaho ATTEST: Cil\ p , I/ ' ---PAGE BREAK--- STATE OF Idaho ) ) ss. County of Latah ) ACKNOWLEDGMENT On this 2006, bef(,re me, a Notary Public in and f(>r said State, appeared known to me to be the person named above and executed the f()fcgoing document as the duly authorized representative for Lombard-Conrad Architects, P.A. (CONSULTANT). with authority to bind CONSULTANT to the terms of this Agreement.