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AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND CASTELLAW KOM ARCHITECTS FOR FIRE STATION #2 REMODEL EVALUATION STUDY ARCHITECTURAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND CASTELLAW KOM ARCHITECTS FOR FIRE STATION #2 RENOVATION AND EXPANSION EVALUATION/ ?DY AR&HITECTURAL SERVICES (hereinafter "Agreement"), is made and entered into this day of f4AM , 2017, by and between City of Moscow, Idaho, a municipal corporation of the State of Iaahc\ l06 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and Castellaw Korn Architects, 850 Main Street, Lewiston, Idaho, 83501-1869 (hereinafter "ARCHITECT"). W I T N E S S E T H : WHEREAS, CITY intends to contract with ARCHITECT for completion of Architectural Services for Fire Station #2 Renovation and Expansion Evaluation Study (hereinafter "PROJECT"); and WHEREAS, it is CITY' s intent to hire ARCHITECT for design services to prepare an evaluation study for the addition and/or remodel to Fire Station #2 and an opinion of probable construction costs for PROJECT; and NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION I: THE PROJECT ARCHITECT 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 architectural services (including preliminary work, code search, review of as-build existing plans and photos, building and site assessment, programming and scoping, schematic design, design options, phasing, and cost model). SECTION II: COST ESTIMATE An opinion of probable construction costs made by ARCHITECT. In probable cost, it is recognized that neither CITY nor ARCHITECT has control over the costs of labor, equipment, or material. The opinion of probable construction costs is based on the ARCHITECT's reasonable professional judgment and experience and does not constitute a warranty, express or implied, that the ARCHITECT' s bids or the negotiated price of the work will not vary from CITY' s budget or from any opinion of probable cost prepared by the ARCHITECT. SECTION III: SCOPE OF WORK The Scope of Work and level of effort for PROJECT is detailed in Exhibit attached hereto, and by this reference made part of this Agreement. PROFESSIONAL SERVICES AGREEMENT- FIRE STATION #2 CASTELLAW KOM ARCHITECTS AND CITY PAGE 1OF10 Ull- 013 ---PAGE BREAK--- SECTION IV: COMPENSATION A. ARCHITECT shall perform all work necessary to complete PROJECT for an amount not to exceed Six Thousand Nine Hundred Twenty Dollars and Two Cents ($6,920.02) as per the fee schedule set out in Exhibit B. Other Considerations Regarding Fees and Costs. ARCHITECT shall provide invoices for the work completed which shall be reviewed by CITY. The determination of percent of PROJECT work completed shall be made by CITY. SECTION V: ARCHITECT RESPONSIBILITIES ARCHITECT shall complete the entire work on PROJECT. Such work shall be conducted in a good and workmanlike manner which meets or exceeds industry standards and building code requirements. ARCHITECT shall report progress no less than once every two weeks to CITY. SECTION VI: CITY RESPONSIBILITIES CITY, at no extra charge to ARCHITECT, shall: Provide site and plot plans, site utilities, and building drawings, if available; SECTION VII: PROJECT SCHEDULE ARCHITECT shall achieve substantial completion of evaluation study of PROJECT on or before June 14, 2017, and final completion of evaluation study of PROJECT on or before June 28, 2017. In the event of unavoidable delays beyond ARCHITECT' s control, ARCHITECT, upon concurrence by the CITY, shall be granted a reasonable extension. The length of extensions due to such delays shall be as determined by CITY. CITY shall be notified of such delays or potential delays within two working days of ARCHITECT' s knowledge of such delays. SECTION VIII: INDEPENDENT CONTRACTOR The contracting parties warrant by their signatures 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. SECTION IX: TERMINATION 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. PROFESSIONAL SERVICES AGREEMENT- FIRE STATION #2 CASTELLAW KOM ARCHITECTS AND CITY PAGE2OF10 ---PAGE BREAK--- 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. Termination of PROJECT. 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 parties as to the percentage of the work completed. SECTION X: INSURANCE A. ARCHITECT' s Errors and Omissions Insurance. In performance of professional services, ARCHITECT will use that degree of care and skill ordinarily exercised under similar circumstances by members of the architectural profession; and no other warranty, either expressed or implied, is made in connection with rendering ARCHITECT's services. Should ARCHITECT or any of ARCHITECT's agents or employees be found to have been negligent in the performance of professional services from which CITY sustains damage, ARCHITECT has obtained Errors and Omissions Insurance in the amount of Five Hundred Thousand Dollars ($500,000), and said insurance shall be held active for a two year (minimum) period from the date of completion of PROJECT. CITY shall receive notice of any pending termination of said insurance within five days of first notice to ARCHITECT. B. ARCHITECT' s 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. SECTION XI: HOLD HARMLESS/INDEMNIFICATION In addition to other rights granted CITY by the Contract Documents, ARCHITECT shall indemnify and save harmless CITY, its officers and employees, from all suits, actions, or claims of any character brought because of any injuries or damages received or sustained by any person, persons, or property on account of the operations of ARCHITECT or its subcontractors; or on account of or in consequence of any neglect in safeguarding the work; or through use of unacceptable materials in constructing the work; or because of any act or omission, neglect, or misconduct of ARCHITECT or its subcontractors; or because of any claims or amounts recovered from any infringements of patent, trademark or copyright; or from any claims or amounts arising or recovered under the Workmen's Compensation Act or any other law, ordinance, order or decree. PROFESSIONAL SERVICES AGREEMENT- FIRE STATION #2 CASTELLAW KoM ARCHITECTS AND CITY PAGE3OF10 ---PAGE BREAK--- SECTION XII: 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. Should any conflict of interest arise during the performance of this Agreement, ARCHITECT shall immediately disclose such conflict to the PROJECT Manager (Assistant Parks and Recreation Director for CITY). SECTION XIII: ENTIRE AGREEMENT, MODIFICATION, AND ASSIGNABILITY This Agreement and the exhibits hereto contain 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 subcontract or assign its rights (including the right to compensation) or duties arising hereunder other than as contemplated by this Agreement, without the prior written consent and express authorization of CITY. SECTION XIV: ADHERENCE TO LAW REQUIRED All applicable local, state and federal statutes and regulations are hereby made a part of this Agreement and shall be adhered to at all times. Violation of any of these statutes or regulations by ARCHITECT shall be deemed material and shall subject ARCHITECT to termination of this Agreement for cause. No pleas of misunderstanding or ignorance on the part of ARCHITECT will in any way serve to modify the provisions of this requirement. ARCHITECT and its surety shall indemnify and save harmless CITY and its employees, agents, engineers and representatives against any claim or liability arising from or based on the violation of any such laws, codes, ordinances, or regulations, whether by ARCHITECT, ARCHITECT's employees, or its subcontractors. SECTION XV: NON-DISCRIMINATION ARCHITECT shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, gender, pregnancy, national origin, ancestry, age, marital status, veteran status, disability, sexual orientation, genetic information, or any other basis prohibited by Federal, State, or Local law. SECTION XVI: LEGAL 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. SECTION XVII: JURISDICTION AND VENUE This Agreement shall be construed in accordance with and shall be subject to the laws of the State of Idaho and that the venue of any such action shall be the Second Judicial District of the State of Idaho in and for Latah County. PROFESSIONAL SERVICES AGREEMENT- FIRE STATION #2 CASTELLAW KOM ARCHITECTS AND CITY PAGE40F 10 ---PAGE BREAK--- SECTION XVIII: SPECIAL WARRANTY ARCHITECT declares that no improper personal, political or social activities have been used or attempted in an effort to influence the outcome of the competition, discussion, or negotiation leading to the award of this Agreement. Any such activity by ARCHITECT shall make this Agreement null and void. SECTION XIX: COMMUNICATION Such communications as are required by this Agreement shall be satisfied by mailing or by personal delivery to the parties at the following address: Contractor: Castellaw Korn Architects Greg Castellaw, Principal 850 Main Street Lewiston, Idaho 83501-1869 City: Asst. Parks and Recreation Director City of Moscow 206 East Third Street P 0 Box 9203 Moscow, Idaho 83843 SECTION XX: EXECUTION IN WITNESS WHEREOF, said ARCHITECT and CITY have caused this Agreement to be executed on the day and year first above written. ARCHITECT PROFESSIONAL SERVICES AGREEMENT- FIRE STATION #2 CASTELLAW KOM ARCHITECTS AND CITY CITY City of Moscow, Idaho Approved As To Form: Roderick Hall, City Attorney PAGE 5 OF 10 ---PAGE BREAK--- STATE OF IDAHO County of { _a k b ) ) ss: ) ACKNOWLEDGMENT On this ) ay of V\lla,,r C , 2017, before me, the undersigned, a Notary in and for said State, personally appeared Greg Castellaw, 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 Principal for Castellaw Korn Architects. PROFESSIONAL SERVICES AGREEMENT- FIRE STATION #2 CASTELLAW KOM ARCHITECTS AND CITY PAGE 6 OF 10 ---PAGE BREAK--- CKA CASTELLAW KO M ARCHITECTS Architect I Engineer Proposal for Professional Services Date: Project: Location: A/E Firm: Location: Contact( Telephone: Fax: 5/6/16 Remodel Evaluation Study Fire Station #2 City of Moscow, Moscow, ID Castellaw Korn Architects 850 Main Street Lewiston, Idaho 83501-1869 Greg Castellaw/Dary le Faircloth 208- 746- 0183 208- 7 46- 7267 Project Data: Feasibility Study (SD Study ) Const Budget TBD Bldg Area (SF): Limited Site Area (SF): Const. Duration: Design Duration: TBD FEE PROPOSAL SUMMARY: SERVICE: Design Services: Direct Labor Anticipated Reimbursable Ex penses (TBOl Design Services Sub-Total A I E Additional Services Allowance Anticipated Total Fee Contingency Anticipated Total PROFESSIONAL SERVICES AGREEMENT- FIRE STATION #2 CASTELLAW KOM ARCHITECTS AND CITY TBD FEE: $6,748.00 $172.02 $6,920.02 $0.00 $6,920.02 $0.00 $6,920.02 PAGE 7 OF 10 ---PAGE BREAK--- 1. DESIGN SERVICES A. Direct Labor Phase Covers, TOC, Principal Architect Assembly Project Manager Tech I Tech II Tech Ill Clerical SUBTOTAL Executive Principal Architect Summary Project Manager Tech I Tech II Tech Ill Clerical SUBTOTAL Prelim W or k, Principal Architect Code Search, Project Manager As-Build Existing Tech I Plans & Photos Tech II Tech Ill Clerical SUBTOTAL Building/Site Principal Architect Assessment( s) Project Manager Tech I Tech II Tech Ill Clerical SUBTOTAL Programming/ Principal Architect Project Scope- Project Manager Minimal Tech I Tech II Tech Ill Clerical SUBTOTAL Schematic Principal Architect PROFESSIONAL SERVICES AGREEMENT - FIRE STATION #2 CASTELLAW KOM ARCHITECTS AND CITY ` Hours .cllfil $98.00 0 $0.00 $84.00 1 $84.00 $70.00 0 $0.00 $60.00 0 $0.00 $52.00 0 $0.00 $42.00 0.5 $21.00 $105.00 $98.00 2 $196.00 $84.00 0 $0.00 $70.00 0 $0.00 $60.00 0 $0.00 $52.00 0 $0.00 $42.00 0 $0.00 $196.00 $98.00 10 $980.00 $84.00 10 $840.00 $70.00 0 $0.00 $60.00 0 $0.00 $52.00 0 $0.00 $42.00 0 $0.00 $1,820.00 $98.00 4 $392.00 $84.00 6 $504.00 $70.00 0 $0.00 $60.00 0 $0.00 $52.00 0 $0.00 $42.00 0 $0.00 $896.00 $98.00 2 $196.00 $84.00 2 $168.00 $70.00 0 $0.00 $60.00 0 $0.00 $52.00 0 $0.00 $42.00 0 $0.00 $364.00 $98.00 8 $784.00 PAGE80F 10 ---PAGE BREAK--- Design W ork- Project Manager Possible Option( s Tech I Tech I Tech Ill Clerical SUBTOTAL Sequence/ Principal Architect Phasing- Project Manager Tech I Tech I Tech Ill Clerical SUBTOTAL j;iRal _ Q Principal Architect QesigA--W-Gr-k Project Manager NO T INCLUDED Tech I Tech I Tech Il l Clerical SUBTOTAL Cost Model- Principal Architect Itemized (one & Project Manager no updates anticinech I Tech I Tech Il l Clerical SUBTOTAL Project Principal Architect Coordination Project Manager (phone/email/etc.) Tech I Tech II Tech Ill Clerical SUBTOTAL Meetings/Trips Principal Architect (2 assumed) - Project Manager Shared Travel Tech I Anticipated Tech II Tech Ill Cl erical SUBTOTAL PROFESSIONAL SERVICES AGREEMENT- FIRE STATION #2 CASTELLAW KOM ARCHITECTS AND CITY $84.00 6 $504.00 $70.00 0 $0.00 $60.00 0 $0.00 $52.00 0 $0.00 $42.00 0 $0.00 $1,288.00 $98.00 1.5 $147.00 $84.00 0.5 $42.00 $70.00 0 $0.00 $60.00 0 $0.00 $52.00 0 $0.00 $42.00 0 $0.00 $189.00 $98.00 0 $0.00 $84.00 0 $0.00 $70.00 0 $0.00 $60.00 0 $0.00 $52.00 0 $0.00 $42.00 0 $0.00 $0.00 $98.00 1 $98.00 $84.00 4 $336.00 $70.00 0 $0.00 $60.00 0 $0.00 $52.00 0 $0.00 $42.00 0 $0.00 $434.00 $98.00 2 $196.00 $84.00 4 $336.00 $70.00 0 $0.00 $60.00 0 $0.00 $52.00 0 $0.00 $42.00 0 $0.00 $532.00 $98.00 6 $588.00 $84.00 4 $336.00 $70.00 0 $0.00 $60.00 0 $0.00 $52.00 0 $0.00 $42.00 0 $0.00 $924.00 PAGE90F 10 ---PAGE BREAK--- Consultants Consulting Engineering Mechanical Engineering (*None Anticipated) Electrical Engineering (*None Anticipated) Structural Engineering (*None Anticipated) Other Engineering (*None Anticipated) SUBTOTAL Total Direct Labor (Design) B. Reimbursable Expenses Anticipated {TBD) Miles Travel Travel from Lewiston to Site 72 Travel from Spokane to Site 90 Consultant CQfilliri.p CKA to Site $36.36 Consultant to Site $45.45 TRAVEL SUBTOTAL Submittal Reproduction Photography Est Sheets Preliminary Work Photocopy 8 1 /2 x 11 Photocopy 11 x 1 7 Cardstock Dividers CAD Plots Large Format Prints 24 x 36 Print & Bind (Sets) Study Final Sets {6 total assumed) 50 10 0 0 0 0 Books from Printers O Photocopy 8 1 /2 x 11 50 Photocopy 11 x 1 7 8 Cardstock Dividers O CAD Plots o Large Format Prints 24 x 36 O Print & Bind (Sets) 8 SUBMITTAL REPRODUCTION SUBTOTAL Long Distance Phone Postage Expenses Contingency (20%) A/E Reimbureable Mark- up (10%) Total Anticipated Reimbursable Expenses (TBD) Rate $0.505 $0.505 No Q[IriJ,lS 2 0 $0.05 $0.20 $0.40 $2.00 $2.00 $8.00 $10.00 $0.05 $0.20 $0.40 $2.00 $2.00 $3.00 jTOTAL DESIGN SERVICES (ll0TNL DTAA 'f-LA)30R +TOTAL ES) PROFESSIONAL SERVICES AGREEMENT - FIRE STATION #2 CASTELLAW KOM ARCHITECTS AND CITY $0.00 $0.00 $0.00 $0.00 $0.00 $6,748.00 $36.36 $45.45 $72.72 $0.00 $72.72 $2.50 $2.00 $0.00 $0.00 $0.00 $0.00 $0.00 $2.50 $1.60 $0.00 $0.00 $0.00 $24.00 $32.60 $0.00 $5.00 $20.00 $26.06 $15.64 $172.02 $6,920.021 PAGE 10OF10