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AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO MOSCOW DOWNTOWN REVITALIZATION PROCESS THIS AGREEMENT, made and entered into this 1..tJ day of tJ\A\Uf 2001, by and between CITY OF MOSCOW, IDAHO, a municipal corporation of the State of Idaho (hereinafter referred as "CITY,") and Dufresne-Henry, Landscape Architects and Planners-aAel l:latsl:lA'Iueller, 11/S. 1 P.6. 91aMifl Design Consultants (hereinafter referred to as "CONSULTANTS"). . .1 WITNESSETH: WHEREAS, CITY is desirous of engaging in a revitalization process for downtown Moscow further described in Section I below (hereinafter the "PROJECT"); and WHEREAS, CONSULTANTS have the expertise to provide services necessary in a downtown revitalization process; NOW, THEREFORE, in consideration of the mutual covenants and promises between the parties hereto, it is agreed as follows: SECTION I SCOPE OF SERVICES PROVIDED BY CONSULTANTS A. The Participatory Process - The plan for downtown revitalization shall include a section summarizing the multiple features of the participatory process as outlined below. The consultants will be expected to provide summaries for each process suitable for posting on the Downtown Revitalization Web Site. 1. Downtown Workshops and Charrettes 2. Downtown Office Hours 3. Moscow Downtown Advisory Group Meetings 4. Public Meetings 5. Meetings with Individual Business Owners, Property Owners and Groups 6. Meetings with City Representatives 7. Meetings with university Representatives 8. Saturday "Storefront" Hours 9. Participatory Web Page B. Inventory of Existing Conditions and Uses - The plan will include a summary of this inventory detailing the elements listed below. 1. Comprehensive Inventory of Existing Site, Infrastructure and Building Conditions 2. Building and Land Inventory 3. Downtown Business Directory - Database 4. "SPACE" Report (Space Available for Commercial Enterprise) - Database 5. Downtown Property Trend Analysis 6. Evaluation of Property Values and Tax Revenues Agreement for Professional Services Related to Moscow Downtown Revitalization 2001-18 Page 1 of 1 ---PAGE BREAK--- C. Downtown Market Analysis - Final plan will include a summary of the items listed below. 1. Survey of the Market Area - Public Surveys 2. Market Perception 3. Demographics 4. Economic Characteristics 5. "SWOT" Analysis (Perceived Downtown Strength, Weaknesses, Opportunities and Threats) 6. Surveys - Property Owners, Business Owners, Employees, Residents, Students, Region 7. Market Conditions Report 8. Competition 9. Downtown Market Profile - Neighborhood, Local, Regional, National and International 10. Market Opportunities D. Strategic Business Plan for Downtown Moscow. CONSULTANTS will be responsible to produce a Strategic Business Plan for the downtown consisting of a minimum of the following: 1. Strategic Downtown Marketing Program A Objectives B. Establish Direction and Priorities for Such Programs as: Directory, Homepage, Brochures, Newsletters, Events, Joint Advertising, Media Coverage, Loan Pool, Strategy for Vacant/Non-Contributing Buildings 2. Business Retention and Recruitment Program E. Conceptual Designs for Improvements and Development Areas 1. Downtown Capital Improvement Program and Conceptual Plans 2. Potential Projects, not all of which are to be undertaken by CONSULTANTS include: a. Downtown "Gateway" Improvements b. Sixth Street Connection to the University c. Design Charrettes with university Students from the College of Art and Architecture d. "Linear Park" Connections e. Agriculture Heritage Center I Park f. Permanent Farmers' Market Site g. Public Parking Improvements h. Multi-modal Transportation i. Long Term Housing j. Streetscape Improvements k. Signage and "Wayfinding" System I. Street and Pedestrian Lighting m. Fagade Improvements 3. Framework for addressing projects that will become focus for future work, including priority setting and assignment of responsibilities. F. Sketches, Renderings, Models and/or Computer Simulations of Highest Priority Improvements Agreement for Professional Services Related to Moscow Downtown Revitalization Page 2 of2 ---PAGE BREAK--- G. Implementation Plan - The implementation plan at minimum shall address each of the following: 1. Short-term Action Strategies. 2. Summary of Priority Projects with Cost Estimates. 3. Phasing program 4. Identification of Fundraising Opportunities 5. Identification of entities Responsible for Various Implementation Features SECTION II SERVICES TO BE PROVIDED BY CONSULTANTS CONSULTANTS shall at all time be subject to the direction and superv1s1on of CITY. CONSULTANTS shall furnish the following services for each category set out in Section I Scope of Services Provided by Consultants. In no case shall CONSULTANTS be authorized to expend funds on behalf of CITY. Authorization for expenditures of funds shall only be made by CITY. SECTION Ill SERVICES TO BE PROVIDE BY CITY AND UNIVERSITY OF IDAHO CITY and/or the University of Idaho will assist CONSULTANT in Inventory of Existing Conditions and Uses in Section 1.B, above, research related to the Downtown Market Analysis, and preparation of the Strategic Business Plan. SECTION IV INDEPENDENT CONTRACTOR CONSULTANTS warrant by their signatures that no employer-employee relationship is established between CONSULTANTS and CITY by the terms of this Agreement. It is understood by the parties hereto that CONSULTANTS are independent contractors and as such neither they nor their employees, if any, are employees of CITY for purposes of tax, retirement system, or social security (FICA) withholding, or for worker's compensation benefits. SECTION V CONSULTANTS' COMPENSATION CONSULTANTS shall render services as described in Section I of this Agreement for the amount of Fifty Thousand Dollars ($50,000) payable within thirty (30) days of receipt of an itemized invoice of services accomplished for the period covered. CITY shall pay for costs incurred by CONSULTANTS which are associated with a particular project set out in CONSULTANTS Scope of Services, Section I or related thereto where the particular project and its costs have been approved by CITY. Examples of such costs include those related to reproduction costs, mass mailings, publicity, rental costs for public meeting facilities if necessary. Expenses incidental to the performance of this Agreement and to the administration thereof, including but not limited to costs for meals, office equipment and supplies, photocopying, mailing, package and parcel delivery, telephone calls, facsimile transmissions, secretarial assistance and the like, shall be paid for by CONSULTANTS. CONSULTANTS shall also pay all expenses related to travel. Agreement for Professional Services Related to Moscow Downtown Revitalization Page 3 of3 ---PAGE BREAK--- SECTION VI TERMINATION OF AGREEMENT BY CITY It is agreed that CONSULTANTS' services are to be provided according to Section II in this Agreement. CONSULTANTS shall not proceed with provision of services until authorized by CITY. CITY and CONSULTANTS may make modifications to CONSULTANTS Scope of Services, by written mutual agreement. CITY may omit work previously agreed upon, without penalty, by written instructions to CONSULTANTS. The provisions of this Agreement, shall apply to all additions and deletions. SECTION VII CHANGES TO BE IN WRITING This Agreement may be amended only by written instrument signed by both parties hereto. SECTION VIII FAILURE TO PERFORM A. Upon any substantial failure to perform this Agreement by either party, the other party shall be entitled to the following remedy: 1. Immediately stop performing or accepting performance under this Agreement and stopping receipt of payment for the PROJECT until the matter is resolved to the satisfaction of such other party. 2. Obtain completion of the performance of the remaining balance of the PROJECT. B. Upon discovery of the problem or defect which the complaining party believes to be a breach of this Agreement, the complaining party shall mail a written description of such problem or defect to the other party, and: 1. If the defect can be cured, the complaining party shall demand specific remedial action, within a specified reasonable time; or 2. If the defect cannot be cured, the complaining party shall specify any alternative performance which would be acceptable to the complaining party in lieu of the required performance and shall notify the other party of a specified time within which the alternative performance is required; and 3. If, in the opinion of the parties, the defect cannot be cured and no alternative performance is acceptable, the parties may elect to submit to non-binding mediation to determine the respective rights of the parties. The mediator shall be chosen from the membership of the ADR Section of the Idaho State Bar and the mediator's fees and expenses shall be borne equally by the parties. 4. If such mediation is unsuccessful, the complaining party shall notify the other party of the termination of this Agreement effective on a date certain and shall state in such notification whether a legal action for breach of contract will be brought. 5. In the event of termination of this Agreement by CITY for just cause, an applicable credit of a fair and reasonable amount for the work completed, based upon percentage of work completed to that date certain, shall be made to CONSULTANTS. CONSULTANTS shall be liable for repayment of all such fees previously paid to CONSULTANTS which represent work not yet completed as of such date certain and shall repay all such fees to CITY. 6. Cancellation of the PROJECT for reasons unrelated to CONSULTANTS' performance shall not qualify as just cause for termination of this AGREEMENT. Agreement for Professional Setvices Related to Moscow Downtown Revitalization Page 4 of 4 ---PAGE BREAK--- C. If the defect is not corrected or alternative performance completed within the time certain specified, the party alleging the breach may initiate legal action in the District Court of the Second Judicial District of the State of Idaho in the County of Latah. D. Delays due to factors out of CONSULTANTS' control or not of CONSULTANTS' making shall not constitute a basis for a breach of this Agreement. Such factors include but are not limited to natural disasters; inclement weather which substantially limits road travel or the usual and customary conduct of business; delayed approvals of interim reports or requests; delays in scheduling meetings; in review, approval or communications, and in supply of information required from CITY or participating/associated agencies. If such factors result in a suspension or delay (at the direction of CITY) of CONSULTANTS' work, the amount of time elapsed during such suspension or delay shall be added as an extension to the contract time. SECTION IX INSURANCE CONSULTANTS' Additional Insurance CONSULTANTS shall maintain automobile insurance and statutory worker's compensation insurance coverage (if applicable), employer's liability, and comprehensive general liability insurance coverage. The comprehensive general liability insurance required herein shall have a minimum limit of Five Hundred Thousand Dollars ($500,000) per claim and One Million Dollars ,000,000) aggregate, and CONSULTANTS shall cause CITY to be named as an additional insured under said policy. CONSULTANTS shall furnish CITY with policies or certificates of insurance to demonstrate that CONSULTANTS has procured such insurance and that CITY has been named as an additional insured therein. Such policies or certificates shall contain the following provision: "It is agreed that CITY of Moscow, Idaho is added as additional insured under this policy and the coverage provided hereunder shall be primary insurance and not contributing with any other insurance available to CITY of Moscow, Idaho, under any other third party liability policy. It is further agreed that the 'other insurance' condition of this policy is amended to conform therewith." Such policies or certificates of insurance shall contain the covenant of the insurance carrier that thirty (30) days written notice shall be given to CITY prior to modifications, cancellations or reduction in coverage of such insurance. SECTION X INDEMNIFICATION CONSULTANTS shall indemnify, hold harmless, and defend CITY, its subcontractors, agents, employees, heirs, and assigns against any claims, demands, suits, actions or proceedings of any kind of or by anyone for damages to property or injuries to or death of any person or persons, which arise solely as a result of CONSULTANTS' negligent acts, errors or omissions in connection with this Agreement. CITY shall indemnify, hold harmless, and defend CONSULTANTS, its agents, employees, heirs, and assigns against any claims, demands, suits, actions or proceedings of any kind of or by anyone for damages to property or injuries to or death of any person or persons, which arise solely as a result of CITY'S negligent acts or omissions in connection with this Agreement. Agreement for Professional Se!Vices Related to Moscow Downtown Revitalization Page 5 of 5 ---PAGE BREAK--- SECTION XI COSTS AND ATTORNEY FEES In the event either party to this Agreement 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 related costs and expenses, whether the same are incurred with or without suit. SECTION XII 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. SECTION XIII BINDING OF SUCCESSORS CITY and CONSULTANTS 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. SECTION XIV MODIFICATION AND ASSIGNABILITY OF AGREEMENT This Agreement contains the entire agreement between the parties with respect to the 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. CONSULTANTS may not subcontract or assign his 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. SECTION XV 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. SECTION XVI CONFLICT OF INTEREST CONSULTANTS covenant that CONSULTANTS presently have 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 his services hereunder. CONSULTANTS further covenants that in performing this Agreement, CONSULTANTS will employ no person who has any such interest. SECTION XVII CHANGES IN REGULATIONS CONSULTANTS is to perform work in conformance with current federal, state and local laws and regulations in force and effect at the date of this Agreement. Agreement for Professional Services Related to Moscow Downtown Revitalization Page 6 of6 ---PAGE BREAK--- SECTION XVIII OWNERSHIP AND PUBLICATION OF MATERIALS All reports, information, data, and other materials prepared by CONSULTANTS 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. SECTION XIX NONDISCRIMINATION CONSULTANTS shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sexual orientation, gender, age, marital status, physical or mental handicap, or national origin. CONSULTANTS will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, gender, sexual orientation, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CONSULTANTS agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. CONSULTANTS: sS2 For: Dufresne-Henry, Landscape Architects and Planners For: hatchm er, P.C. · g and Design Consultants fD\7 tt·?o·O\ Agreement for Professional Services Related to Moscow Downtown Revitalization CITY: CITY OF MOSCOW, IDAHO Page 7 of7 ---PAGE BREAK--- STATE OF IDAHO ) )ss COUNTY OF LATAH ) ACKNOWLEDGMENT On this day of , 2001, before me, a Notary Public in and for said State, appeared , a duly authorized representative for hatchmueller, P.C., known to me to be the person named above and acknowledged to me that he executed the foregoing document. J:\Oale\Moscow Downtown Revitalization doc Agreement for Professional Services Related to Moscow Downtown Revitalization Notary Public in and for the State of _ Residing at My Commission Expires: Page 8 of 8 ---PAGE BREAK--- TENTATIVE SCHEDULE 2001 Start-up meeting and Stakeholders Meetings Newsletter #1 (Announcement with Process, Schedule, "How to Participate") Date Gathering (Site and Market) Surveys and Interviews Promotional Displays and Events (Renaissance Festival, Rendezvous in the Park and possibly others) Site and Market Analysis Newsletter #2 (Preliminary Market Findings and Workshop Schedule) First Community Workshop Concept Plans and Charrettes Newsletter #3 (Summary of 15' Community Workshop-"Vision and Values") Second Community Workshop Refine Plans Newsletter #4 (Concept Plans-Putting the "Vision" on paper) Third Community Workshop Final Newsletter I Report (Putting the "Vision" to work!) Agreement for Professional Services Related to Moscow Downtown Revitalization April 16-20 May 2 May thru July May thru July Spring/Summer July 30-August 31 August 31 September 12 Sept. 12-0ct. 15 October 1 October 17 Oct. 17-Nov. 16 November 1 November 19 December 19 Page 9 of9