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AGREEMENT FOR FRIENDSHIP SQUARE PLAYGROUND EQUIPMENT, DESIGN, CONSTRUCTION AND INSTALLATION BETWEEN ARCHITECREATION, INC. AND CITY OF MOSCOW, IDAHO This Agreement for Friendship Square Playground Equipment, Design, Construction and Installation, is made and entered into this day of \viĨ , 2005, by and between Architecreation, Inc., 2717 Western Avenue, #6008, Seattle, Washington, 98121, (hereinafter "ARCH!TECREATION"), and City of Moscow, idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"). W I T N E S S E T H: WHEREAS, CITY wishes to have designed, constructed and installed a playground to he used m Friendship Square in the downtown business district of Moscow, Idaho (hereinafter "Project"); and WHEREAS, CITY has selected, through a public process, ARCH!TECREA TION as the entity most desirable and qualified to perform such Project; and WHEREAS, ARCHITECREA TION desires to enter into an agreement for purposes of executing such Project; NOW, THEREFORE, he it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION I: SCOPE OF WORK Project shall include selection of one ( l) design alternative from two proposed pursuant to this Agreement and purchase of all equipment, completion of appropriate surfacing, freight for the equipment, and installation of such equipment for acceptance by the CITY, such acceptance not to he unreasonably withheld. All such design, construction and installation shall be performed in a good and workmanlike manner. A. Design Phase Completion Date: 05-20-2005 Develop and submit to CITY Representative two design alternatives for public review and comment At least one ( J) of the two design alternatives shall be similar to Design Option A previously submitted to CITY. Submission of an alternative price for wood-tone recycled plastic decking (instead of wood decking) for all horizontal walking surfaces on the playground structure shall he included in the price quotes for the two alternative designs. Design shall include the following: J. Consideration of the public comments supplied !o CITY. 2. Playground surfacing tiles not less than two and one half inches (2 Y, inches) thick G-Fiex Traditional Series in basic black. 3. At least one half(l/2) of the play components accessible from the playground surface. 4. The playground structures shall fit within a 5. The shall be constructed elements. All metal elements shaH be powder playground structure shall he wheel chair by forty (30' x 40') or wood-like materia metal PAGE i OF l ---PAGE BREAK--- B. Construction Phase. Completion Date: between 07-15-2005 and 08-15-2005 l . Playground equipment shall consist principally of Columbia Cascade products unless otherwise agreed to between ARCHITECREATION and CITY Representative. 2. Coordination of excavation and preparation of playground site in Friendship Square by CITY. 3. Excavation and preparation of playground site by CITY. 4. Construction and installation of preferred alternative within the one month period prior to August 15,2005 by ARCHITECREATION. 5. CITY shall be responsible physically and financially for ali demolition of the existing playground, removal of existing playground equipment, all site preparation work, and installation of sub-surface drainage system and compacted stone base. C. Installation Phase. l . Installation of playground equipment. 2. Installation of geotextile fabric. 3. Installation of surfacing tiles. 4. Acceptance of the Project by CITY Representative SECTION II: A. Independent Contractor Completion Date: 08-15-2005 The contracting parties warranty by their signature that no employer/employee relationship is established between ARCHITECREA T!ON and CITY by the terms of this Agreement. It is understood by the parties hereto that ARCH!TECREA T!ON 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. B. Fees and Conditions l. Payment for services is provided in accordance with the cost described in Section !I.B.2. of this Agreement. 2. Maximum Costs. Costs for Project as describod in Section l, Scope of Work, is a total amount not to exceed thirty eight thousand dollars ($38,000) unless otherwise approved in writing by CITY Representative. 3. CITY and ARCHITECREA T!ON may mutually agree to re-allocate task funding, providing the "not to exceed price" described in Section li.B.2. of this Agreement is unchanged. SECTIONIU: A. Termination of Agreement Agreement may be terminated by ARCHITECREAT!ON upon should CITY fail to substantially perform in accordance with its (30) days written notice, terms through no of ARCHITECREATION. CITY may terminate with notice wit.hm1t as designated by this Section. cause and without to ARCHITECREATION In the event of termination. shall AGREEMfNT ARCH\TECREAHON AND CITY be paid for ro PAGE20F2 ---PAGE BREAK--- 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 shaH make available to ARCH!TECREA TION all technical data of record in CITY's possession, supporting this Project. D. Termination of Project If any portion of Project covered by this Agreement shall he suspended, abated, abandoned or terminated, CITY shall pay ARCHITECREA TION for the services rendered to the date of such suspended, abated, abandoned or terminated work; the payment to he based, insotar 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. Indemnification ARCHITECREA TION agrees, to the fuilest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of ARCH!TECREAT!ON in the performance of professional services under this Agreement, to the extent that TION is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between TlON and CITY. ARCH!TECREA TION shall not be obligated to indemnifY CITY for CITY's sole negligence. F. Statement of Warranty ARCHITECREATION warranties all work performed on this Project for a period of ten (10) years from the date of acceptance of this Project by CITY Representative. This includes the provision of replacement materials and labor during that period. G. 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. R 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 conceming 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. AGR.E.EMENT- AND CiTY PAGE30F3 ---PAGE BREAK--- Binding of Successors CITY and ARCHITECREKflON each bind themselves, their partners, successors, assigns and legal representatives to the other parties to this Agreement and to the partner, successors, assigns and legal representatives of such other parties with respect to all covenants of this Agreement. J. 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 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. ARCH!TECREA TION 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 through CITY Representative. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. K. CITY'S Representatives CITY designates Roger Blanchard as the CITY Representative, authorized to act in behalf of CITY. The CITY Representative shall examine the doenments of the Project as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delay. L. Conflict oflnterest ARCH!TECREA T!ON covenants that it presently has no interest and will not acquire any interest, direct or indirect, in Project which would cont1ict in any manner or degree with the performance of services hereunder. ARCHITECREA TION further covenants that, in performing this Agreement, it will employ no person who has any such interest. M. Non-discrimination. shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sex, sexual orientation, age, marital status, physical or mental handicap, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. ARCHITECREA TION, INC. City of Moscow, Idaho AGREEMENT-" ARCt-llTECREATION AND CiTY PAGf40F4 ---PAGE BREAK--- STATE OF -J(v:,A.L,J COUNTY OF ACKNOWLEDGMENT ) ) ss. ) On this 2 3 day of , 2005, before me, a Notary Public in and for said State, appeared Park Olson, known to \ne to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representative for ARCHITECREATION, INC. Notary Public fo; the State of Residing at tfl.., . My commission expires 72-s J eq T I AGREEMFNT ARCH!TECRf.AT!ON AND CJTY PAGE50F5