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AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO FIRST FLOOR CITY HALL REMODEL BETWEEN CITY OF MOSCOW, IDAHO AND FULL CIRCLE STUDIOS THIS AGREEMENT, made and entered into this L day of 2002, by and between City of Moscow, Idaho, a municipal corporation of the State Idaho (hereinafter referred to as "CITY"), and Full Circle Studios (hereinafter referred to as "F WITNESSETH: WHEREAS, CITY intends to remodel the first floor of the City Hall Building (hereinafter referred to as "THE PROJECT"); and WHEREAS, FCS agrees to perform the various professional services required and defined hereinbelow at Section I, Scope of Work of this Agreement for an amount not to exceed Ten Thousand Dollars 0,000) excluding reimbursable costs provided for in Section II. D. of this Agreement NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION 1: FCS shall furnish the following services for THE PROJECT: Scope of Work A Pre-Design. 1. Survey Survey existing space and related equipment, fixtures and plumbing. Existing boiler will be removed and will not be considered in the survey. Electrical service panel has been determined adequate by CITY and will be assumed as such for the purposes of the survey. FCS will write a report summarizing the findings of site visit, draw floor plans of existing conditions, and present selected pictures of the existing conditions. 2. Program Develop project program identifying departments and functions the space will serve. Initial concepts, developed internally by CITY, are to provide offices for Finance Department, Moscow Arts Commission and City Clerk as well as a breakroom and/or a conference room within the space. The Program Phase will verify these initial concepts with the needs of CITY, departments and their functional requirements and the capacity of the spaces. The spaces to be remodeled are the original mail sorting room, adjacent office and lobby area. FCS will meet with department heads and AGREEMENT FOR PROFESSIONAL SERVICES RELATED To FIRST FLOOR REMODEL- CITY HALL PAGE 1 OF 8 2002-33 ---PAGE BREAK--- other City representatives to discuss needs, staffing, functions, and plans for future growth. B. Schematic Design. During the schematic design phase, FCS will develop design options, presenting a minimum of 3-5 layout configurations for CITY department heads and CITY staff to review. Comments from CITY will be incorporated into a final design, or if appropriate, for project development, multiple revised designs. The Schematic Design phase will involve Moscow's Historic Preservation Commission and/or the Idaho State Historic Preservation Office during the review processes. A preliminary estimate of probable construction costs will also be developed with the final schematic design. C. Design Development. Design Development will refine the preferred schematic design option. Floor plans will be enhanced from one-line drawings to plans showing wall thickness, door and windows, workstation layouts, and casework. A reflected ceiling plan will be created and show light fixtures, electrical devices, HVAC supplies and returns and ceilings. Interior elevations of rooms and casework will be developed. Material sample boards showing room and movable partition finishes for flooring, walls and ceilings depicting color schemes, patterns and materials. Select options for light fixtures, sinks and other equipment will be presented. The opinion of probable cost will be updated to reflect any changes and refinements. D. Construction Documents. Construction Documents will include construction drawings and technical specifications. Construction drawings will likely consist of: Selective Demolition Plan, Floor Plans, Reflected Ceiling Plan, Millwork Details, Interior Elevations, and General Notes. Technical specifications will be in an abbreviated CSI format for materials and fixtures used in the project. A finalized opinion of probable cost will be included with CITY'S final review documents. E. Bidding and Negotiation Phase. Services for the project advertisement, selection of and negotiation with FCS will be the responsibility of CITY under this Agreement. F. Construction Administration. CITY will be responsible for contract and construction administration, under this Agreement. G. Miscellaneous. We do not anticipate engineering services will be required since CITY will bid the electrical and HVAC systems as design/build and the phone and network will be by skilled CITY staff. If any engineering or testing should be required, FCS will coordinate with the engineer provided by CITY. AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO FIRST FLOOR REMODEL- CiTY HALL PAGE 2 OF 8 ---PAGE BREAK--- If CITY desires additional services from those outlined, FCS is willing to assist with those under a separate agreement. A Independent Contractor. SECTION II: The contracting parties warrant by their signature that no employer/employee relationship is established between FCS and CITY by the terms of this Agreement. It is understood by the parties hereto that FCS 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 Survey $ 870.00 Site visit, photograph, review existing drawings and field measure Draw existing conditions floor plan Compile site survey report Subtotal Program Meetings and charrettes Research list of equipment Develop program Subtotal Section LB. Design Schematic Design Floor plan layout options Meeting/review Refine schematic design Building code and regulation research Opinion of probable cost CITY final schematic design review Subtotal Section I.C. Design Development $ 680.00 $1,400.00 $2,700.00 Develop floor plan - casework, office partitions, equipment and furniture AGREEMENT FOR PROFESSIONAL SERVICES RELATED To FIRST FLOOR REMODEL- CiTY HALL 6 Hours 8 Hours 4 Hours 18 Hours 6 Hours 2 Hours 4 Hours 12 Hours 8 Hours 2 Hours 4 Hours 4 Hours 4 Hours 2 Hours 24 Hours 8 Hours PAGE30F 8 ---PAGE BREAK--- Elevations of office(s), break/conference room, copier room, reception counter Reflected ceiling plan Meet with authorities having jurisdiction (Building and Fire Officials) Material sample boards Select light fixtures Revise opinion of probable cost CITY review Revisions CITY final design development review Subtotal Section LD. Construction Documents Title sheet, general notes Demolition plans Floor plans Reflected ceiling plan Interior elevations Details Finish schedule Door and window schedules Technical specifications 60% CITY review Revise opinion of probable cost $4,350.00 CITY final review and building department plan review Revisions Subtotal Total Hours Total Cost C. Professional Services Fee Schedule Service I Task Principal Architect I Landscape Architect Project Architect I Landscape Architect Designer I Researcher Drafter Clerical D. Other Considerations Regarding Fees and Costs. $10,000.00 8 Hours 4 Hours 2 Hours 11 Hours 3 Hours 4 Hours 2 Hours 4 Hours 2 Hours 48 Hours 2 Hours 8 Hours 16 Hours 2 Hours 8 Hours 12 Hours 4 Hours 2 Hours 24 Hours 2 Hours 4 Hours 2 Hours 8 Hours 94 Hours 196 Hours Billing Rate $75 per hour $65 per hour $55 per hour $45 per hour $35 per hour FCS shall be paid upon CITY'S receipt of a bill for services rendered. AGREEMENT FOR PROFESSIONAL SERVICES RELATED To FIRST FLOOR REMODEL- CITY HALL PAGE4 OF 8 ---PAGE BREAK--- 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 FCS upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of FCS. CITY may terminate this Agreement upon thirty (30) days' written notice without cause and without further liability to FCS except as designated by this section. In the event of termination, FCS 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 FCS all technical data of record in CITY'S possession, including maps, surveys, borings, and other information required by FCS 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 FCS 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. FCS's Performance Standards. In performance of professional services, FCS 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 FCS's services. F. FCS's Insurance. FCS shall maintain automobile insurance and statutory Workmen's Compensation insurance coverage, employer's liability, and comprehensive general liability insurance AGREEMENT FOR PROFESSIONAL SERVICES RELATED To F!RST FLOOR REt,iODEL- CiTY HALL PAGE 5 OF 8 ---PAGE BREAK--- coverage. The comprehensive general liability insurance shall have a minimum limit of Five Hundred Thousand Dollars ($500,000) per claim and One Million Dollars ,000,000) aggregate, and FCS shall cause CITY to be named as an additional insured under said policy. G. Indemnification. FCS waives any and all claims and recourse against CITY, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to FCS's performance of this Agreement, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. Further, FCS shall indemnify, hold harmless, and defend CITY against any and all claims, demands, damages, costs, expenses, or liability arising out of FCS'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 FCS, then CITY shall reimburse FCS 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. 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 FCS 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. FCS 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 FCS, 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 RELATED TO FIRST FLOOR REMODEL- CITY HALL PAGE60F 8 ---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. FCS 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. FCS further covenants that, in performing this Agreement, it will employ no person who has any such interest. N. Changes in Regulations. FCS 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 FCS 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 FCS 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 FCS 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 FCS of CITY'S intent, if any, to use or adapt materials developed for THE PROJECT following completion of THE PROJECT. 4. Non-Discrimination. FCS 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 RELATED TO FIRST FLOOR REMODEL- CiTY HALL PAGE 7 OF 8 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. ARCHITECT FULL CIRCLE STUDIOS Mark R. Seman STATE OF IDAHO ) ) ss COUNTY OF LATAH ) CITY CITY OF MOSCOW, IDAHO On this L day of , 2002, before me, the undersigned, a Notary in and for said State, personally appear Mark R. Seman, known to me to be the person whose name is subscribed to the foregoing greement and acknowledged to me that he/she executed the same in his capacity as Architect, authorized representative of Full Circle Studios. IN WITNESS WHEREOF, I have hereunto set my h year hereinabove written. AGREEMENT FOR PROFESSIONAL SERVICES RELATED To FIRST FLOOR REMODEL- CITY HALL PAGE 8 OF 8 ---PAGE BREAK--- 5CORQ. CERTIFICt OF LIABILITY INSU. "ANC L 1 I DATE {MM/DONY) 07/11/02 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE The Hartwell Corporation HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR PO Box 51019 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Idaho Falls ID 83405-1019 INSURERS AFFORDING COVERAGE Phone:[PHONE REDACTED] Fax:[PHONE REDACTED] ; INSURED INSURER A: Northern Ins Co of New York ! INSURERS; Full Circle Studios i INSURER C: 828 S . Washiniton, Suite B INSURER 0: Moscow ID 838 3 ! INSURER E: • COVERAGES THE POLICIES OF INSURANCE USTEO BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIACATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR: TYPE OF INSURANCE i LTR! ' A .h .i -eERAL LIABILITY , I ! COMMERCIAL GENERAL LIABILITY! f ·"TT ' l.m CLAIMS MADE OCCUR i . BC· · > ! GEN'L AGGREGATE LIMIT APPLIES PERi i i POLICY n 89gi ti LOC i .!jTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS - SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS - - ANY AUTO LIABILITY EXCESS LIABILITY ·67J OCCUR CLAIMS MADE I • ri DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OTHER i POLICY NUMBER PAS37007870 h:tlf(M'i.ftb;myt: ! bgk+¥4rJfr6W'Y N LIMITS , EACH OCCURRENCE I$ 1, 000, 000 10/24/01 10/25/02 i FIRE DAMAGE (Any one fire) I $ 1, 000,000 i MED EXP {Any one person) $10,000 j PERSONAL & ADV INJURY I $ 1, 000, 000 ! GENERAL AGGREGATE : $ 2 f 000 000 PRODUCTS • COMPIOP AGG $2,000,000 i COMBINED SINGLE LIMIT • {Ea accident) BOOIL Y INJURY 1· {Per person) BODILY INJURY (Per accident) I• I PROPERTY DAMAGE {Per accident) I s AUTO ONLY • EA ACCIDENT j $ i I j OTHER THAN EA ACC $ • i AUTO ONLY: AGG I$ i EACH OCCURRENCE ! AGGREGATE • :s $ $ I TOR:Y'LiMITs1 IVno·. E.L. EACH ACCIDENT • I E.L. DISEASE· EA EMPLOYE'* $ E.L. DISEASE - POLICY LiMiT j $ I ! ! ! I DESCRIPTION OF OPERATIONS!LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER I N i ADDITIONAL INSURED; INSURER LETTER: CANCELLATION CITM0-2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRA TIO DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL City of Moscow IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR PO Box 9203 Idaho Falls ID 83843 REPRESENTATIVES. . Barbara Greqor/-""i. ALL# A ./tc/c.k) ACORD 25-S (7197) ©ACORIX:ORPOfii'ATION 1988 ---PAGE BREAK--- ACQRD CERTIFICA"'"E OF LIABILITY INSUP!NCIuLJ<;t"# 4 DATE (MMIDOfYY) 09/30/02 PROQ"!JCER I THIS CERTIFICATE 1SSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE The Hartwell Corporation HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR PO Box 51019 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW Idaho Falls ID 83405-1019 Phone:[PHONE REDACTED] Fax:[PHONE REDACTED] INSURERS AFFORDING COVERAGE INSURED I INSURER A Ins Co of New York i INSURER 8 Full Circle Studios I INSURER c 828 S. Washin7ton, Suite B : INSURER D Moscow ID 838 3 i INSURER E: COVERAGES THE POUC!ES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS fNSR LTR A TYPE OF INSURANCE GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY : i CLAIMS MADE c OCCUR : GEN'L AGG¯Ei LIMIT APrlS PER: [ : PRO· : : POLICY JECT LOC AUTOMOBILE LIABILITY - ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS :ON OWNED AUTOS • t5R°GE LIABILITY _1 ANY AUTO EXCESS LIABILITY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY . OTHER • I I I ! : ; : • • POLICY NUMBER PAS37007870 ! . i i I ! I i ! • POL!fa EFFECTIVE I POLiq`® EXPIRAT_}?N! DATE MM/DDIYY ' DATE LIMITS EACH OCCURRENCE S1,000,000 - 10/24/02 10/25/03 ! FIRE DAMAGE (Any one fire} $ 1' 000' 000 , MED EXP (Any one person) •s10,000 'Y_E_SONAL& _ADV !NJUR';' i SlJ 002..L900 GENERAL AGGREGATE $2,000,000 ·j PRODUCTS· COMPIOP AGG '2,000,000 ' . COMBINED SiNGLE LIMlT (Ea accident) $ BODILY !NJURY $ iPor persor;) " - - . BODILY INJURY ; {Per accident) $ i ! $ PROPERTY DAMAGE I (Per acc;dent) I AUTO ONLY· EA ACCIOt:NT I ' I' OTHER THAN EA ACC $ AUTO ONLY AGG I$ c EACH OCCURRENCE i $ i AGGREGATE $ . $ • $ • $ i : qOR} UdYTs: E.L EACH ACCIDENT ' E L DISEASE , EA FMo! ov"d $ . : E L DISEASE· POLICY LIMIT $ DESCRIPTION OF OPERA TIONS/LOCAT!ONSNEHICLESIEXCLUS!ONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER i N ) ADDITIONAL INSURED; INSURER LETTER: CANCELLATION CITM0-2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXP!RATIO DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL _lQ_ DAYS WRITTEN City of Moscow NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL PO Box 9203 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR Idaho Falls ID 83843 REPRESENTATIVES. AUTHORIZED REPRESEN::2 Barbara Greao 3r}-a /,j,A A, ACORD 25-S (7/97) ©ACORD I:ORP(l,RATION 1988