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AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND LCA ARCHITECTS, P.A. FOR MOSCOW FEDERAL BUILDING ASSESSMENT AND CONCEPTUAL DESIGN SERVICES THIS AGREEMENTFOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND LCA _l\f;CTITTECTS/;/EDiillAL BUILDING ASSESSMENT AND DESIGN SERVICES is made this . day of , 2017, by and between the City of Moscow, ldaho, a municipal corporation of the State ofl aho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter referred lo as "CITY") and LCA Architects, 1221 Shoreline Lane, Boise, ID 83702 (hereinafter "CONSULTANT"). W I T N E S S E T H: WHEREAS, CITY wishes to building condition assessment, conceptual space plan development and construction cost estimate for the prior Federal Building located in Moscow (hereinafter referred to as "PROJECT"); and WHEREAS, it is CITY's intent to hire CONSULT ANT to provide said preliminary design drawings and cost estimates; and NOW , THEREFORE, be it agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows; SECTION I: THE PROJECT CONSULT ANT shall provide professional services for PROJECT as outlined in this Agreement in accordance with the terms and conditions of this Agreement for the building condition assessment, conceptual space plan development and construction cost estimate for the prior Federal Building located in Moscow. The final draft of the study shall be presented in written and graphical form based on CONSULT ANT' s experience to maximize the ease of reading and understanding by all parties. SECTION II: SCOPE OF WORK The Scope of Work and level of effort for PROJECT is detailed in Exhibit attached hereto, and by this reference made a part of this AGREEMENT. SECTION III: COMPENSATION A. Compensation and Tenn. For the services performed pursuant to this Agreement, CONSULT ANT shall be compensated in a stipulated sum not to exceed twenty four thousand dollars ($24,000) plus reimbursable expenses not to exceed one thousand dollars ($1,000) in accordance with the professional services fee schedule as shown in Exhibit The term of this Agreement shall not exceed twelve (12) months from the date of its execution. B. Payment. Payment for services rendered by CONSULT ANT shall be in accordance with the following: PROFESSIONAL SERVfCES AGREEMENT- Moscow FEDERAL Bun.DING ASSESSMENT AND DEsroN PAGE I OFG ---PAGE BREAK--- I. CONSULTANT shall submit invoices to CITY for proportional work completed within the billing period. CITY shall ensure that CITY's respective funds are available and in an account designated for PROJECT prior to and for the duration of PROJECT. 2. Payments for invoices prepared by CONSULTANT shall be due and payable net thirty (30) days by CITY. SECTION IV: PROJECT SCHEDULE CONSULTANT shall perform the services specified under this AGREEMENT in accordance with the project schedule shown in Exhibit attached hereto, and by this reference made a part of this AGREEMENT. SECTION V: OTHER TERMS AND CONDITIONS A. 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, or 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 either CITY by the terms of this Agreement. B. Termination of Agreement This Agreement may be terminated by CONSULT ANT upon thirty (30) days' written notice, should CITY fail to imbstantially 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 Agreement. All working documents and drawings shall become the property of, and shall be surrendered to CITY. CONSULT ANT shall cease all work immediately upon receipt of notice of termination and shall not be entitled to payment for any work performed after receipt of notice of termination, absent an express written agreement from CITY. C. Extent of Agreement This Agreement may be amended only by written instrument signed by all parties hereto. D. Data of Record CITY shall make available to CONSULT ANT all technical data of record in CITY possession, including maps, surveys, borings, and other information required by CONSULT ANT relating to the PROJECT. All reports, and other data, furnished to CONSULTANT by CITY shall be returned to CITY. All designs, drawings, specifications, documents, and other work product prepared by CONSULT ANT prior to completion or termination of this AGREEMENT are instruments of service for PROJECT and arc property of CITY which shall be delivered to CITY by PROFESSIONAL SERVICES AGREEMENT--Moscow FEDERAL BUILDING ASSESSMENT AND DESIGN PAGE20F6 ---PAGE BREAK--- CONSULTANT upon completion of PROJECT. CONSULTANT shall be entitled to rely on the completeness and accuracy of all information provided to it by the CITY. E. Slandards of Work CONSULT ANT agrees that the performance of work described in this Agreement, including attachments and exhibits and pursuant to this Agreement, shall be done in a professional manner and shall conform to professional standards and CONSULTANT shall use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. CONSULTANT shall perform 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 CONSULT ANT's control. F. Insurance CONSULTANT shall maintain through this Agreement the following insurances: I. Worker's compensation and employer's liability insurance as required by the State ofldaho. 2. Comprehensive automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including on-site and off-site 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 for injuries to members of the public or damage to property of others arising out of any covered negligent act or omission of CONSULTANT 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 I. CONSULT ANT waives any and all claims and recourse against CITY including rights of contribution for loss or damage to persons or property arising from, 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 officers, agents or employees. 2. CONSULTANT agrees to indemnify and hold harmless CITY and its officers, agents and employees against all losses and damages of any nature whatsoever resulting from any injury or damages sustained by any person(s) or property to the extent resulting from any negligent act, error or omission of CONSULT ANT or its agents, employees, subcontractors or consultants. This indemnity and hold harmless Agreement shall not 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 of, or design services including use of, asbestos or any hazardous material or any toxic substance. Therefore, CITY agrees to hold harmless, defend and indemnity CONSULTANT for all claims, lawsuits, expenses or damages arising from or related to the handling, use, 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 CONSULT ANT's sole negligence. PROFESSIONAL SERVICES AGREEMENT-- Moscow FEDERAL BUILDING ASSESSMENT AND DESTGN PAGE30F6 ---PAGE BREAK--- H. 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 costs and expenses, as detennined by a court or through alternate dispute resolution. I. 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 ofldaho, in and for the County of Latah. J. Binding of Successors CITY and CONSULT ANT each bind themselves, their partners, successors, assigns, and legal representatives to the other parties to this Agreement and to the partners, successors, assigns, and legal representatives of such other parties with respect to all covenants of this Agreement. K. CITY Representatives Representatives shall be selected from the original selection committee fonned for 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. Conflict of Interest CONSULTANT covenants that it presently has no interest and shall 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 shall employ no person who has any such interest. M. Special Provisions 1. Ownership and Publication of Materials. All reports, information, data, and other materials prepared by CONSULTANT pursuant to this Agreement shall be the property of CITY, 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. It 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, information, 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. Americans With Disabilities Act. With specific respect to design requirements of the Americans with Disabilities Act of 1990 (ADA), CITY understand that legal interpretation of ADA is not a design professional issue to be addressed by CONSULT ANT and, accordingly, PROFESSIONAL SERVICES AGREEMENT- Moscow FEDERAL BUILDING ASSESSMENT AND DESIGN PAGE4 OF 6 ---PAGE BREAK--- CITY agree to waive any action against CONSULT ANT and agrees to indemnify and defend CONSULTANT against any claim arising out of legal interpretation of the ADA other than for CONSULTANT's sole negligence. N. PROJECT Confidentiality: Maintaining confidentiality of PROJECT infonnation, including sensitive information about CITY. All PROJECT communications and reports for PROJECT shall be handled in a professional manner. After PROJECT, CONSULTANT shall return to CITY all documents 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 for PROJECT herein are to be prepared by CONSULT ANT through exercise of their professional 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 Nothing in this paragraph shall serve to release or relieve CONSULT ANT from exercising the skill, care, and professional judgment exercised by similarly situated profession organization. The CITY acknowledges that the CONSULTANT makes no warranty, express or implied, as to the accuracy of such opinions as compared to bid or actual costs. 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, 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. 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 CITY. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. Q. Ownership and Publication of Materials. All reports, information, 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 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. 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, marital status, physical or mental handicap, genetic information, or national origin. PROFESSIONAL SERVICES AGREEMENT. Moscow FEDERAL BUILDING ASSESSMENT AND DESIGN l'AOE5or-6 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. STATE OF County of ACKNOWLEDGMENT ) ) SS. ) On this day of , 2017, befon: me, a Notary Public in and for said Stale, appeared MooQ..heÔd , known to me to be the person named above and acknowledged that he/she executed the foregoing document a the duly authorized representative for_ LLA A"ec."'-4\-.ev\S f. (CONSULTANT), with authority Lo bind CONSULTANT to the terms of this Agreement. sr-1 ~ . . l'\OTARt•• Cl ! : : : '91•- : : i : : : - . c . Ð Ñ • lo $ • l'e Of PROFESSIONAL SERVICES AGREEMENT- Moscow FEDERAL BUILDING ASSESSMENT AND DESIGN PAGE60F6 ---PAGE BREAK--- Exhibit SCOPE OF SERVICES Services consist of the following three components: I. Phase One: Existing Condition Review A. LCA and their subconsultants will conduct a physical inspection of the Federal Building to inspect and document the condition of all structural and building support systems including the following: 1. Structural System a. Analyze existing building structural system and foundation for condition, integrity, and ability to support any additional loading that may result from building renovation and future occupancy 2. Building Systems a. Exterior wall finishes b. Exterior and interior doors, door casings and door hardware c. Exterior window glazing condition and energy efficiency d. Exterior roofing system e. Interior stairwells and egress f. Interior ceiling systems g. Interior wall finishes h. Interior flooring finishes i. Interior bathroom finishes including partitions, counter tops, lavatories and other appurtenances j. Interior and exterior ADA access requirements 3. Exterior Site Improvements a. Condition of site concrete, sidewalks, stairs, ramps, guardrails/handrails, landscape, pavement surfaces, and other site improvements 4. Electrical Systems a. Data and communications wiring and infrastructure b. Building electrical service level and distribution panels c. Electrical distribution and building wiring d. Interior lighting systems e. Emergency power and egress lighting systems f. Adequacy of existing electrical system to meet anticipated future demands 5. Plumbing and Mechanical Systems a. Heating, ventilation and air conditioning systems, building zoning design and control systems b. Building water supply and plumbing systems including water heaters, bathroom plumbing fixtures, drinking fountains and similar plumbing devices and fixtures 6. Fire Suppression and Alarm Systems a. Fire suppression and alarms 7. Elevator systems a. Elevator carriage, lift and supporting systems B. We anticipate one site visit in Moscow to complete the inspections. ---PAGE BREAK--- C. Estimated time: 180 hours to complete II. Phase Two: Facility Program & Conceptual Space Planning A. Prepare a conceptual layout (blocking diagrams) for the two scenarios for full City occupancy and use for all three floors of the building. It is anticipated that LCA will participate in three Goto web meetings to view program development and conceptual layouts with appropriate City department representatives to develop and refine the facility program and conceptual layouts. B. Estimated time: 40 hours to complete Ill. Phase Three: Construction Cost Model & Opinion of Probable Cost A. Prepare a cost estimate for site and building construction for the two planning scenarios. B. Estimated time: 20 hours to complete IV. Optional Services: Final Report Presentation A. Prepare and present final report to City Staff and City Council ---PAGE BREAK--- EXHIBIT MOSCOW FEDERAL BUILDING ASSESSMENT AND CONCEPTUAL DESIGN COMPENSATION Component Fee Phase One: Existing Condition Review . $18,000.00 Phase Two: Facility Program & Conceptual Space Planning $4,000.00 Phase Three: Construction Cost Model & Opinion of Probable Cost $2,000.00 Total $24,000.00 Reimbursable Expenses: For Reimbursable Expenses as described below, and any other items included as a reimbursable expenses, a multiple of one point one (1.1) times the expenses incurred by the Architect, the Architect's employees and consultants directly related to the Project will be billed. Total of all reimbursable expenses shall not exceed one thousand dollars ($1,000). Normal reimbursable expenses include, but are not limited to, blueprinting and other reproduction expense, postage/shipping costs; photography; long distance phone/fax, meals, travel, and mileage at 75/mile. ---PAGE BREAK--- EXHIBIT SCHEDULE OF SERVICES With an assumed start of January 28, 2017, we anticipate the following milestones: • Existing Condition Review February 18, 2017 • Space Planning Complete March 10, 2017 • Analysis and Estimate Complete March 24, 2017 • Draft Report Delivery March 24, 2017 • Final Report Delivery March 31, 2017