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AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO ARCHITECTURAL AND ENGINEERING PROPOSAL FOR MOUNTAIN VIEW PARK HORSESHOE FACILITY BETWEEN CITY OF MOSCOW, IDAHO AND DESIGN WEST ARCHITECTS THIS AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO ARCHITECTURAL AND ENGINEERING PROPOSAL FOR MOUNTAIN VIEW PARK HORSESHOE FACILITY BETWEEN CITY OF MOSCOW, IDAHO AND DESIGN WEST ARCHITECTS, made and entered into this 13 day of MAJZ.C H , 2012, by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and Design West Architects, P.A., an Idaho corporation, 254 East Main Street, Pullman, Washington, 99163 (hereinafter "ARCHITECT"). WITNESSETH: WHEREAS, CITY intends to contract with ARCHITECT for completion of a conceptual design for a horseshoe facility in Mountain View Park, as more particularly described hereinbelow at Section LA. (hereinafter referred to as the "PROJECT"); and WHEREAS, ARCHITECT agrees to perform the various professional services to the generally accepted standard of care required for the PROJECT; and WHEREAS, ARCHITECT agrees to perform the various professional services required and defined hereinbelow at Section LB., with a not to exceed amount of eight thousand dollars ($8,000); NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION I: ARCHITECT shall provide professional services for the PROJECT as outlined m this Agreement in accordance with the terms and conditions of this Agreement. ARCHITECT's services consist of: A. PROJECT PROJECT will consist of an approximately 0.6 acre site generally in the northwest comer of the existing Mountain View Park. Architectural and Engineering design will consist of twelve (12) horseshoe pitches, four of which will have specific improvements for ADA Accessibility; pavement, pits, backstops, turf, fencing, small storage building AGREEMENT FOR PROFESSIONAL SERVICES DESIGN WEST ARCHITECTS PAGE I 0F2 ---PAGE BREAK--- shed, spectator accommodations, landscape, etc. PROJECT shall generally comply with National Horseshoe Pitch Association (NHP A) guidelines. B. Scope of Work 1. The Scope of Work includes the following: a. Conduct client and user design meetings; b. Provide meeting minutes from all client and user design meetings to CITY c. Prepare and submit project plans I specifications (five sets) upon PROJECT approval. 2. The Scope of Work shall not include: a. Topographic and boundary survey and/or construction staking b. Geotechnical investigation c. Utility design d. Retaining walls, exceeding three feet (3 in height e. Irrigation design f. Bidding and construction phase services SECTION II: A. Independent Contractor. The contracting parties warrant by their signature that no employer/employee relationship is established between ARCHITECT and CITY by the terms of this Agreement. It is understood by the parties hereto that ARCHITECT 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. Total Estimate of Costs for ARCHITECT performing Scope of Work described in Section I shall not exceed the total amount of eight thousand dollars ($8,000). C. Other Considerations Regarding Fees and Costs. ARCHITECT 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. Reimbursable expenses shall be an amount not to exceed three hundred dollars ($300). AGREEMENT FOR PROFESSIONAL SERVICES DESIGN WEST ARCHITECTS PAGE20F2 ---PAGE BREAK--- SECTION III: A. Termination of Agreement. This Agreement may be terminated by ARCHITECT upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of ARCHITECT. CITY may terminate this Agreement upon thirty (30) days' written notice without cause and without further liability to ARCHITECT except as designated by this section. In the event of termination, ARCHITECT 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. 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 ARCHITECT all technical data of record in CITY'S possession, including maps, surveys, borings, and other information required by ARCHITECT relating to this work. D. Termination ofPROJECT. If any portion of PROJECT covered by this Agreement shall be suspended, abated, abandoned, or terminated, CITY shall pay ARCHITECT 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. ARCHITECTS Additional Insurance. 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 ($1,000,000) aggregate, and ARCHITECT shall cause CITY to be named as an additional insured under said policy. F. Indemnification. ARCHITECT shall indemnify, hold harmless CITY against any and all damages, costs, expenses, or liability (including reasonable attorney's fees) arising out of ARCHITECTS negligent acts, errors, and omissions during the performance of this Agreement, except for AGREEMENT FOR PROFESSIONAL SERVICES DESIGN WEST ARCHITECTS PAGE 3 OF3 ---PAGE BREAK--- liability arising out of and to the extent of negligence of CITY or its officers, agents, or employees. If CITY is determined to be negligent by a final decision in a court of law and such negligence by CITY directly results in judgment(s), costs, and/or expenses to ARCHITECT, then CITY shall reimburse ARCHITECT for the portion of such judgment(s), costs and/or expenses attributed to CITY as a result of such determination of CITY'S negligence. G. Dispute Resolution. CITY and ARCHITECT agree to submit all claims and disputes ansmg out of this Agreement to non-binding mediation prior to the initiation of legal proceedings. This provision shall survive completion or termination of this Agreement; however, neither party shall seek mediation of any claim or dispute arising out of this Agreement beyond the period of time that would bar the initiation of legal proceedings to litigate such claim or dispute under the applicable law. H. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either CITY or ARCHITECT. ARCHITECT's services hereunder are being perfmmed solely for the benefit of CITY, and no other entity shall have any claim against ARCHITECT because of this Agreement or ARCHITECT's performance of services hereunder. 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 of Idaho, in and for the County of Latah. J. Binding of Successors. CITY and ARCHITECT 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. ARCHITECT may not AGREEMENT FOR PROFESSIONAL SERVICES DESIGN WEST ARCHITECTS PAGE40F4 ---PAGE BREAK--- subcontract or assign its rights (including the right to compensation) or duties ansmg 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. ARCHITECT may use the services of independent contractors to perform portions of its obligations under this Agreement. Services performed by independent subcontractors will be billed to CITY by ARCHITECT at actual cost plus ten percent (10%) but payment to such subcontractors shall not be in addition to the not-to-exceed amount of this Agreement. The liability of ARCHITECT arising from the work of its subcontractors shall be limited to proceeds available from its subcontractor's insurance(s) to the extent permitted by law. 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. ARCHITECT 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. ARCHITECT further covenants that, in performing this Agreement, it will employ no person who has any such interest. N. Changes in Regulations. 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. In the event that ARCHITECT 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 II B. 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 ARCHITECT pursuant to this Agreement shall be the property of the ARCHITECT. CITY shall have unrestricted authority to release, publish, or otherwise use them, in whole or in part. 2. CITY agrees to hold harmless and indemnify ARCHITECT for any use or re-use of materials developed under this Agreement beyond the uses intended by the parties for PROJECT. AGREEMENT FOR PROFESSIONAL SERVICES DESrGN WEST PAGE5 OF 5 ---PAGE BREAK--- 3. CITY agrees to make a reasonable effort to notify ARCHITECT of CITY'S intent, if any, to use or adapt materials developed for PROJECT following completion of PROJECT. 4. Non-Discrimination. ARCHITECT 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. P. Living I Minimum Wage. The following clause shall be added to any contract the City makes with any and all contractors: Payment of City Established Living Wage I Minimum Wage Required. As a condition of this Agreement, (name of contractor) shall pay to all laborers, mechanics, subcontractors, employees, agents, and assigns who perform services for City pursuant to this Agreement, working full time, the living wage I minimum wage established by Resolution 2006-18 or as established by duly adopted Resolution of the Moscow, Idaho City Council, whichever is greater, during the pendency of this Agreement. Such City living wage I minimum wage shall be that in effect on the date of execution of this Agreement. Failure to pay such living wage I minimum wage shall be considered to be a breach of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. ARCHITECT Design West Architects, P s c renee C. Rose, AlA, V1ce President AGREEMENT fOR PROFESSIONAL SERVICES DESIGN WEST ARCHITECTS CITY City of Moscow, Idaho PAGE 60F6 ---PAGE BREAK--- . . . ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss: County of Whitman ) On this i'St!;-day of e,k_ , 2012, before me, the undersigned, a Notary in and for said State, personally appeared Laurence C. Rose, 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 Vice President, authorized representative of Design West Architects, P.A. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written. Notary Public State of Washington CHELSEA RAVE HOLSTAD My Appointment Expires Jan 27. 2015 AGREEMENT FOR PROFESSIONAL SERVICES DESIGN WEST ARCHITECTS orl/!2 - Residing at Pu.{( My commission expires: 'JttM, ,8'4 Dl S PAGE 7 0F7