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AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO MULTIPURPOSE INDOOR RECREATION FACILITY BETWEEN CITY OF MOSCOW, IDAHO AND NORTHWEST ARCHITECTURAL COMPANY, P.S. THIS AGREEMENT, made and entered into this _1l!J._ day of May , 2001, by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho (hereinafter referred to as "CITY"), and Northwest Architectural Company, P.S. (hereinafter referred to as "CONSULTANT"). WITNESSETH: WHEREAS, CITY intends to consider the feasibility of constructing a multi-purpose indoor recreation facility (hereinafter referred to as "THE PROJECT"); and WHEREAS, CONSULTANT agrees to perform the various professional services required and defined hereinbelow at Section I, Scope of Work. NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION 1: CONSULTANT shall furnish the following services for THE PROJECT: Scope of Work A. Pre-Design Feasibility Study: 1. Work with the Moscow "Dream Team 2" Committee (hereinafter "COMMITTEE") to develop potential activities to be included in the facility. This was largely accomplished in our April 23, 2001, introductory meeting. 2. Develop a "menu" of activities for the facility, each with a predicted cost associated with the function. Estimated duration two weeks. 3. Facilitate an afternoon or evening work session with the Committee to evaluate proposed activities and then prioritize those activities into a preliminary program for the facility. This work session will include discussion of the individual activities, confirming the space and equipment requirements that are required with each, comparing them along with their costs to each other, developing a prioritized list of all activities, and then, identifying which items on the list should be included in the anticipated facility and which should not be included. The conclusion of the process would result in an overall budget for the PROJECT. 4. Develop conceptual plan diagrams for the facility and the building site. Estimated duration two or three (2 - 3) weeks. 5. Facilitate a second work session with the Committee reviewing and evaluating the options for development of THE PROJECT. Reactions and concerns will be solicited for each option and a consensus will be sought for a preferred vision for the entire site. AGREEMENT FOR PROFESSIONAL SERVICES INDOOR RECREATIONAL FACILITY Page1of6 2001 25 ---PAGE BREAK--- B. Conceptual Presentation Documents and Public Involvement Process: 1. Develop presentation level conceptual floor plans, site plan, and elevation or perspective sketches that would depict the proposed facility in a way which can be communicated to the public. 2. Review the in-progress documents with the Committee to confirm directions and adjust such drawings and summary description as necessary. 3. Participate in a public workshop facilitating input regarding the proposed facility. 4. On the same day as the public workshop, meet with the Committee to determine if any changes are required based upon the public input. 5. Provide final drawings which could be used for publicity, fund raising, community information pamphlets or other purposes, as deemed desirable by the City. A. Independent Contractor. SECTION II: 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 CONSULTANT 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. B. Fees and Conditions for Consulting Services. Section I.A. Pre-Design Feasibility Study Section I. B. Conceptual Presentation Documents and Public Involvement Process Total Estimate of Reimbursable Costs C. Other Considerations Regarding Fees and Costs. $18,600 $17,200 $ 2,000 CONSULTANT shall be paid upon CITY'S receipt of a bill for services rendered. Reimbursable costs will not be billed unless actually incurred. Billing would be for the actual cost of these items plus a ten percent (10%) mark-up for arranging, handling, insurance, and taxes. Reimbursables include generally, reproduction costs, mailing costs, and travel. A. Termination of Agreement. SECTION Ill: This Agreement may be terminated by CONSULTANT upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no AGREEMENT FOR PROFESSIONAL SERVICES INDOOR RECREATIONAL FACILITY Page 2 of6 ---PAGE BREAK--- 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 and including a percentage of the fixed fee based upon the work completed. All working drawings shall become the property of, and shall be surrendered to, CITY. B. Extent of Agreement. This Agreement may be amended only by written instrument signed by both parties hereto. C. Data of Record. CITY shall make available to CONSULTANT all technical data of record in CITY'S possession, including maps, surveys, borings, and other information required by CONSULTANT relating to this work. D. Termination of THE PROJECT. If any portion of THE 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 two parties as to the percentage of the work completed. E. CONSULTANT'S Errors and Omissions Insurance. In performance of professional services, CONSULTANT will use that degree of care and skill ordinarily exercised under similar circumstances by members of the architecture profession; and no other warranty, either expressed or implied, is made in connection with rendering CONSULTANT'S services. Should CONSULTANT or any of CONSULTANT'S agents or employees be found to have been negligent in !he performance of professional services from which CITY sustains damage, CONSULTANT 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. CITY shall receive notice of any pending termination of said insurance. F. CONSULTANT'S Additional Insurance. CONSULTANT 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 ($1,000,000) aggregate, and CONSULTANT shall cause CITY to be named as an additional insured under said policy. AGREEMENT FOR PROFESSIONAL SERVICES INDOOR RECREATIONAL FACILITY Page 3 of6 ---PAGE BREAK--- G. Indemnification. CONSULTANT waives any and all claims and recourse against CITY, including the right of contribution for loss and damage to person6 or property arising from, 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 sole negligence of CITY or its officers, agents, or employees. Further, CONSULTANT shall indemnify, hold harmless, and defend CITY against any and all claims, demands, damages, costs, expenses, or liability arising out of CONSULTANT'S performance of this Agreement, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. If CITY is determined to be solely negligent by a final decision in a court of law and such sole negligence by CITY directly results in judgment(s), costs, and/or expenses to CONSULTANT, then CITY shall reimburse CONSULTANT for the portion of such judgment(s), costs and/or expenses attributed to CITY as a result of such determination of CITY'S sole negligence. 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, whether the same are incurred with or without suit. 1. 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. 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. 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. CONSULTANT may not subcontract or assign its rights (inducting the right to compensation) or duties arising hereunder without the prior written consent and express authorization of CITY. Any such consultant, subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. AGREEMENT FOR PROFESSIONAL SERVICES INDOOR RECREATIONAL FACILITY Page4 of6 ---PAGE BREAK--- L. CITY'S Representatives. CITY shall designate a representative authorized to act in behalf of 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. M. Conflict of Interest. CONSULT ANT 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. CONSULT ANT further covenants that, in performing this Agreement, it will employ no person who has any such interest. N. Changes in Regulations. CONSULT ANT 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. In the event that CONSULTANT is requested or directed to perform work, or amend work previously accomplished, due to unforeseen or unanticipated changes or additions to current laws or regulations, such work shall be deemed a change in scope of the work and shall be cause to amend Section Ill 2. of this Agreement in respect to maximum cost by mutually agreeable amounts commensurate with the change in conditions. 0. 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. 2. CITY agrees to hold harmless CONSULTANT for any use of materials developed under this Agreement beyond the uses normally intended by the parties for THE PROJECT. 3. CITY agrees to make a reasonable effort to notify CONSULTANT of CITY'S intent, if any, to use or adapt materials developed for THE PROJECT following completion of THE PROJECT. 4. 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, or national origin. AGREEMENT FOR PROFESSIONAL SERVICES INDOOR RECREATIONAL FACILITY Page 5 of6 ---PAGE BREAK--- IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be executed as of the date indicated above. CONSULTANT NORTHWEST ARCHITECTURAL COANY,P . . ) S.,c4r->«. ) 55 COUNTY OF LATAH ) CITY CITY OF MOSCOW, IDAHO On this day of . 2001, before me, the undersigned, a Notary in and for said State, personally appeared nl!+' r " Gt • known to me to be the person whose name is subscribed to the foregoing Agreement and acknowledged to me that he/she executed the same in his/her capacity as 1?11.\ 14-\ . authorized representative of Northwest Architectural Company. P IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written. ).\\\\llllilllj.-. o. $ .4 :11 : &OTARJ- i s : . = a • . - #lusuc y z • Of: > I(!Jtr: Agreement\Professiona!Services·NVV ArchCo-RecFacility\pm AGREEMENT FOR PROFESSIONAL SERVICES INDOOR RECREATIONAL FACILITY Notary Pt.ltllic for the State ofltla:tt& wo..siA.:h,.,I Residing at )14:v=± , My commission expires: \ I 1 I ;;wo:s ' Page 6 of6