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AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, TDAHO AND LCA ARCHITECTS, P.A. FOR POLICE SERVICES FACILITY CONCEPTUAL DESIGN SERVICES THIS AGREEMENTFOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND LCA ARCHITECTS FOR POLICE SERVICES FACILITY CONCEPTUAL DESIGN SERVICES i made this R day of AhJt, 2016, by and between the City of Moscow Idaho, a municipal corporation of the State ofldaho 20 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 prepare conceptual design drawings and construction cost estimates for the development of a Police Services Facility (hereinafter referred to as "PROJECT"); and WHEREAS, it is CITY's intent to hire CONSULTANT to provide said preliminary design drawings and construction cost estimates; and NOW, THEREFORE, be it agreed, for and in consideration of the mutual covenants and promises between the pai1ies 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 preliminary design drawings and construction cost estimates for a new 13,000 square foot police services facility and associated site improvements. The final draft of the study shall be presented in written and graphical form based on CONSUL TANT'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 Term. For the services performed pursuant to this Agreement, CONSUL TANT 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 'B The term of this Agreement shall not exceed twelve ( 12) months from the date of its execution. B. Payment. Payment for services rendered by CONSULTANT shall be in accordance with the following: PROFESSIONAL SERVICES AGREEMENT-POLICE SERVICES FACILITY CONCEPT DESIGN PAGE I OF 6 ·z.o, ltJ-055 ---PAGE BREAK--- I. CONSULT ANT 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 CONSULT ANT shall be due and payable net thirty (30) days by CITY. SECTION IV: PROJECT SCHEDULE CONSULT ANT 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 CONSUL TANT and CITY by the terms of this Agreement. It is understood by the parties hereto that CONSUL TANT 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 CONSULT A NT 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 CONSUL TANT upon thirty (30) days' written notice. should CITY fail to substantially perform in accordance with its terms through no fault of CONSUL TANT. CITY may terminate this Agreement upon thirty (30) days' written notice without GJ!,USe and without further liability to CONSUL TANT except as designated by this Agreement. All wbrking 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 al I parties hereto. D. Data of Record CITY shall make available to CONSULTANT 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 CONSULT ANT by CITY shall be returned to CITY. All designs, drawings, specifications, documents, and other work product prepared by CONSUL TANT prior to completion or termination of this AGREEMENT are instruments of service for PROJECT and are property of CITY which shall be delivered to CITY by PROFESSIONAL SERVICES AGREEMENT-POLICE SERVICES f ACILITY CONCEPT DESIGN l'AGE2 Of 6 ---PAGE BREAK--- CONSUL TANT upon completion of PROJECT. CONSULTANT shall be entitled to rely on the completeness and accuracy of al I information provided to it by the CITY. E. Standards of Work CONSUL TANT 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 CONSULT ANT shall use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. CONSUL TANT 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, CONSUL TANT shall not exceed the time limits established by the schedule, except for circumstances out of CONSUL TANT's control. F. Insurance CONSUL TANT 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 CONSUL TANT 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 CONSUL TANT 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. CONSULT ANT 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 CONSULT ANT for all claims, lawsuits, expenses or damages arising from or related to the hand I ing, 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 CONSUL TANT's sole negligence. PROFESSIONAL SERVICES AGREEl\IENT-POLICE SERVICES fo ACILITY CONCEPT DESIGN f'AGE30F6 ---PAGE BREAK--- H. Costs and Attorney Fees In the event either patty 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 determined 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 CTTY and CONSUL TANT 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 formed 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 oflnterest CONSUL TANT 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. CONSULT ANT further covenants that, in performing this Agreement, it shal I employ no person who has any such interest. M. Special Provisions I. Ownership and Publication of Materials. All reports, information, data, and other materials prepared by CONSULT ANT pursuant to this Agreement sh al I be the prope1ty of CITY, which shall be the exclusive and unrestricted authority to release, publish, or otherwise use them, in whole or in pai1. 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 CONSUL TANT'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 CONSUL TANT 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 CONSULTANT and, accordingly, PROFESSIONAL SERVICES AGREEMENT-POLICE SERVICES f ACILITY CONCEPT DESIGN l'AGE4 Of 6 ---PAGE BREAK--- CITY agree to waive any action against CONSUL TANT and agrees to indemnify and defend CONSUL TANT against any claim arising out of legal interpretation of the ADA other than for CONSULT ANT's sole negligence. N. PROJECT Confidentiality: Maintaining confidentiality of PROJECT information, including sensitive information about CITY. All PROJECT communications and repo11s for PROJECT shall be handled in a professional manner. After PROJECT, CONSUL TANT 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 CONSULT ANT 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 CONSUL TANT 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 patty, 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 without the prior written consent and express authorization of CITY. Any such subcontractor or assignee shall be b.Qund by all of the terms and conditions of this Agreement as if named specifically herein. Q. Ownership and Publication ofMaterials. All reports, information, data and other materials prepared by CONSUL TANT pursuant to this Agreement shall be the property of CITY, which shall have the exclusive and unrestricted authority to release, publish, or othetwise use them, in whole or in pat1. 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. CONSUL TANT 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. PROFESSIONt\L SERVICES AGREEMENT-POLICE SERVICES FACILITY CONCEPT DESIGN PAGE 5 OF 6 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date i ?areG.ab. ve. CITY ACKNOWLEDGMENT STATE OF _ld_fJl_o _ County of A ) SS. PQda. o ) On this /2 dt day of l/tJ,,usf , 2016, before me, a Notary Public in and for said State, appeared ll 1'1oo d1;ad known to me to be the person named above and acknowledged tl]al he she executed the foregoing document as the duly authorized representative for _ (CON UL TANT), with authority to bind CONSUL TANT to the terms o.(this Agreement. Notary 'Public for the State ofldaho Residing at A/411'(.b . ldallc My commission expires ' J'"NA.f'lf I'S, ZOl1 PROFESSIONAL SERVICES AGREEMENT-POLICE SERVICES FACILITY CONCEPT DESIGN PAGE60F6 ---PAGE BREAK--- EXHIBIT POLICE SERVICES FACILITY CONCEPTUAL DESIGN SCOPE OF WORK 1. Task: Facility Program Development: Review the current program with the Police Department and prepare final facility program and space need calculations. Deliverables: Technical memo summarizing the final facility program including a detailed building space program for all facility use components. Estimated time: 2 weeks/20 hours to complete 2. Task: Conceptual Facility & Site Design: Prepare a conceptual facility and site design for the proposed police facility to serve as the basis of a cost estimation and rendering development. Deliverables: Scaled with an overall dimensioned site plan (including site features such as parking, landscape, building service, sidewalks, walkways, roadway approaches, and similar site features). Scaled with an overall dimensioned building floor plans, sample building sections, and exterior elevations. Design plans and/or cost estimate shall include callout notations or narratives detailing the interior and exterior wall material/finishes, floor finishes, roofing system, and anticipated mechanical service units (standard RTUs, splits, air or ground source heat pumps etc.). Estimated time: 4 weeks/80 hours to complete 3. Task: Construction Cost Model & Opinion of Probable Cost: Prepare a cost estimate for site and building construction to confirm anticipated facility cost. Deliverables: Technical memo summarizing the construction cost details and opinion of probable cost, includio a detailed cost estimation based upon the Conceptual Facility and Site Design. Estimated time: 2 weeks/40 hours to complete 4. Task: Facility Perspective Rendering: Prepare colored perspective renderings for the facility to convey the anticipated facility design, look and feel to be used in educational materials for the bond issue. Deliverables: Three exterior full-color perspective renderings based upon location and perspectives to be mutually agreed upon between LCA and City. Renderings shall be delivered in digital format and of sufficient quality and detail to be clearly reproduced at a dimension of no less than 11" x17". Estimated time: 4 weeks/100 hours to complete The proposed services do not include environmental assessments, hazardous materials surveys, geotechnical investigations or site boundary or topographic surveys. ---PAGE BREAK--- EXHIBIT POLICE SERVICES FACILITY CONCEPTUAL DESIGN COMPENSATION Component Fee Program Verification $2,000.00 Concept Design $8,000.00 Cost Estimate $4,000.00 Renderings $10,000.00 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 Moscow Police Facility Predesign- Preliminary Schedule Activity Name Program Verification T/\C Team Organizational Meeting TAC Prior Program Review LCA Prior Program Review LCA/TAC Program Review Meeting (Go-to-Meeting) LCA Program Verification TAC Review LCA/TAC Program Review Meeting _(Go-!.o-Meeting) _ LCA Program Revisions/Finalization Conceptual Design Site Survey/Base Map (Hodge) TAC Site Visit TAC Site Design Site Survey and Base Map to LCA - - LCA Preliminary Site and Facility Design Site and Building Design Charette __jOn-Si_!.e w/ LCA) _ LCAIT AC Design Review Meeting {Go-to-Meeting) TAC Design Review LCA Design Revisions/Finalization LCA/TAC Final Concept Meeting (Go-to-Meeting) Construction Cost Model/OPC LCA Cost.Model Development TAC Cost -Model Review - LCAfTAC Cost Model Review Meeting (Go-to-Meeting) Cost Model Revisions/Finalization Facility Perspective Renderings Facility Rendering Development LCA/TAC Rendering! Review Meeting (On-Site w/ LCA) TAC Rendering Review Facility Rendering Finalization I Durati Start J on Date I Finish kAu '16 1 Sept '16. Oct '16 Nov '16 Date , 1 8 ' 1s22i9 5\12 ' 19'26 3 J 10172 3h 1421 2351 1 4.57 812116 0.00 8/2/16 0.00 9/27 /16 9/27116 1. 00 9/27 /16 10/3/16 1.00; 10/4/16 110/10/16. - - 0.00 :10111116 10/11 /16 3.00J 10/11/16 10/31/16 -1.00 110/11116 10/17 /16 I 1.00 10/18/16 10/24/16 0.00 10/25/16 10/25/16 I " · I 1.00 110/25/16 10/31/16 , . I 5.14 11/1/16 12/6/16 2.00 : 11/1/16 ' 11114116 -1 0.00 !11/15/16 1 1/15/16 I I 1.00 11/15/16111121/16 2.14 r /22/16112/6/16 • I I • l I ' Untitled 13.00 3.00 6.00 4.00 0.00 1 8,1522295121926 3 1017-2431 7 14212851