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AGREEMENT FOR PROFESSIONAL SERVICES FOR ARCHITECTURAL PRE-DESIGN AND SCHEMATIC DESIGN OF 1912 MOSCOW HIGH SCHOOL THIS AGREEMENT, made and entered into this day of 1999, by and between the CITY OF MOSCOW, a municipal corporation of the State of Idaho (hereinafter referred as "OWNER,") and Design West Architects, P.A (hereinafter referred to as "ARCHITECT"). WITNESSETH: WHEREAS, OWNER intends to contract with a professional organization for the pre-design and schematic design for renovation of the 1912 Moscow High School located at 410 E Third Street in Moscow, Idaho (hereinafter referred to as the "PROJECT"), and WHEREAS, ARCHITECT agrees to perform the various professional services required for the pre-design and schematic design of the PROJECT; and NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION 1: SCOPE OF WORK ARCHITECT shall provide professional services for the PROJECT as outlined m this Agreement in accordance with the terms and conditions of this Agreement ARCHITECT'S services consist of the services described below and include normal structural, mechanical, electrical, ADA, code compliance and deferred maintenance services, in addition to those services described elsewhere in this Agreement. Pre Design and Schematic Design The scope of work to be completed pursuant to this Agreement is described in the Agreement Exhibit A, which is attached hereto and incorporated herein by this reference. SECTION II: CHANGES IN THE WORK (Change Orders) OWNER and ARCHITECT may make additions to the Scope of Work by written agreement. OWNER may omit work previously ordered, without penalty, by written instructions to ARCHITECT. The provisions of this Agreement, with appropriate changes in ARCHITECT'S compensation and PROJECT schedule, shall apply to all additions and omissions. It is further agreed that the PROJECT is to be completed as described herein, and that OWNER shall retain the right to direct ARCHITECT to halt work, including any work in progress, at any time, and during any Phase, without penalty, subject only to ARCHITECT'S right to compensation for work performed on the PROJECT up to the date ARCHITECT i&it'lfle%r N OWNER to halt work U 1\ I b Agreement for Professional Services for Architectural Pre-Design Schematic of 1912 Moscow High School Page 1 of? ---PAGE BREAK--- SECTION III: INDEPENDENT CONTRACTOR The contracting parties warrant by their signature that no employer/employee relationship ts established between ARCIDTECT and OWNER 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 OWNER for purposes of tax, retirement system, social security (FICA) withholding. SECTION IV: COMPENSATION A. For Basic services performed pursuant to this Agreement, ARCHITECT shall be compensated for time and expenses in accordance with ARCHITECT'S standard rates in effect at the time of execution of this Agreement, up to a limit of Sixty Eight Thousand Three Hundred Thirteen and No One-Hundredths Dollars ($68,313.00) Such standard rates are included in the Agreement Exhibit B, which is attached hereto and incorporated herein by this reference. B. For additional services performed pursuant to this Agreement ARCHITECT shall be compensated in the amount of Nine Thousand Four Hundred and No One-Hundredths Dollars ($9,400.00) in accordance with the Additional Services Estimate- Phase One as designated in the Agreement Exhibit C which is attached hereto and incorporated by this reference SECTION V: PAYMENT Payment for services rendered by ARCHITECT shall be in accordance with the following: ARCHITECT shall submit invoices to OWNER, and ARCIDTECT shall be compensated therefore for time and Reimbursable Expenses incurred during that period as otherwise provided herein. Payments for invoices prepared by ARCHITECT shall be due and payable net thirty (30) days. If OWNER does not make payments to ARCHITECT in accordance with this agreement, ARCHITECT may suspend its services on the basis of non-performance on the part of OWNER. When such progress payments are restored, ARCIDTECT shall continue its services under this Agreement SECTION VI: REIMBURSABLE EXPENSES Reimbursable expenses shall be paid in addition to the compensation for the PROJECT and any additional services and shall include actual expenditures plus a ten percent (10%) handling fee made by ARCHITECT, its employees or its professional consultants in the interests of the PROJECT for the expenses listed below: Agreement for Professional Services for Architeetural Pre-Design Schematic of 1912 Moscow High School Page 2 of7 ---PAGE BREAK--- A If authorized in advance in writing by OWNER, expense of transportation and living when traveling in connection with the PROJECT; long distance telephone calls and telegrams; and fees paid for securing of approval of authorities having jurisdiction over the PROJECT. B. If authorized in advance in writing by OWNER, ARCHITECT'S cost of reproducing documents in the interest of the PROJECT, as well as postage and shipping costs in the interest of the PROJECT. Such reimbursable expenses have been estimated in the Agreement, Exhibit C and ARCHITECT shall immediately inform the OWNER of any anticipated increases in such estimate. SECTION VII: ARCHITECT'S ACCOUNTING RECORDS Records of ARCHITECT'S additional services and reimbursable expenses pertaining to the PROJECT shall be kept on a recognized accounting basis acceptable to OWNER and shall be available to OWNER or its authorized representatives at OWNER'S convenience. SECTION VIII: TERMINATION OF AGREEMENT This Agreement may be terminated by ARCHITECT upon thirty (30) days' written notice, should OWNER fail to substantially perform in accordance with its terms through no fault of ARCHITECT. OWNER may terminate this Agreement upon thirty (30) days' written notice without cause and without further liability to ARCHITECT except as designated by this Agreement. All working drawings shall become the property of, and shall be surrendered to, OWNER SECTION IX: EXTENT OF AGREEMENT This Agreement may be amended only by written instrument signed by both parties hereto. SECTION X: DATA OF RECORD OWN"ER shall make available to ARCHITECT all technical data of record in OWN"ER'S possession, including maps, surveys, borings, and other information required by ARCHITECT relating to this work SECTION XI: QUALIFIED ESTIMATES OF COST The estimates of cost for the PROJECT herein are to be prepared by ARCHITECT through exercise of its experience and judgment in applying presently available cost data; but it is recognized that ARCHITECT has no control over cost of labor and materials, or other competitive bidding procedures and market conditions so that ARCHITECT cannot warrant that Agreement for Professional Services for Architectural Pre-Design Schematic of 1912 Moscow High School Page 3 of7 ---PAGE BREAK--- the PROJECT construction costs will not vary from their cost estimates as a result of these described factors. Nothing in this paragraph shall serve to release ARCHITECT from exercising the skill, care, and professional judgment exercised by similar! y situated professional architects. SECTION XII: TERMINATION OF PROJECT If any portion of the PROJECT covered by this Agreement shall be suspended, abated, abandoned, or terminated, OWNER shall pay ARCHITECT for the services rendered to the date of such suspended, abated, abandoned, or terminated work SECTION XIII: OWNER'S RESPONSffiiLITY FOR SPECIAL COSTS AND RIGHTS OF-WAY OWNER shall pay for all costs for obtaining licenses, geotechnical reports, topography and boundary surveys, materials testing, destructive discovery and permits that may be required by local, state, and federal authorities; and shall be responsible for securing necessary land, easements, and rights-of-way where applicable. SECTION XIV: STANDARDS OF WORK ARCHITECT agrees that the performance of work described in this Agreement and pursuant to this Agreement shall be done in a professional manner and shall conform to professional standards and ARCHITECT will use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. ARCHITECT shall perform services as expeditiously as possible as is consistent with professional skill and care and the orderly progress of the work ARCHITECT has submitted a schedule for the performance of ARCHITECT'S services, which schedule shall be adhered to by ARCHITECT. Such schedule is included as Agreement Exhibit D which is attached hereto and incorporated by this reference. Unless approved by OWNER, ARCHITECT shall not exceed the time limits established by the schedule, except for circumstances out of ARCHITECT'S controL SECTION XV: ARCHITECT'S INSURANCE ARCHITECT will maintain through this Agreement the following insurances: A. Worker's compensation and employer's liability insurance as required by the State of Idaho. B. 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 $1,000,000 combined single limits; C. 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 ARCHITECT or of any of its employees, agents, or subcontractors, with $1,000,000 per occurrence and in the aggregate; Agreement for Professional Services for Architectnral Pre-Design Schematic of 1912 Moscow High School Page 4 of? ---PAGE BREAK--- D. Errors and Omissions insurance in the amount of One Million Dollars ($1,000,000) OWNER shall be a certificate holder and shall receive notice of any pending termination of said insurance at least thirty (30) days prior to such termination. OWNER will be named as an additional insured with respect to ARCHITECT'S liabilities hereunder in insurance coverage's identified in items and and ARCHITECT and OWNER each waive subrogation as to said policies. SECTION XVI: INDEMNITY AND HOLD HARMLESS A ARCHITECT waives any and all claims and recourse against OWNER, 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 ARCHITECT'S performance of this Agreement, except for liability arising out of the negligence of 0 WNER or its officers, agents or employees. B. ARCHITECT agrees to indemnify and hold harmless OWNER and its officers, agents and employees against all liabilities and damages of any nature whatsoever resulting from any injury or damages sustained by any person(s) or property resulting from any negligent act, error or omission of ARCHITECT 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 SECTION XVII: 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, as determined by a court or through alternate dispute resolution. SECTION XVIII: 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 XIX: BINDING OF SUCCESSORS OWNER and ARCHITECT 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. Agreement for Professional Services for Architectural Pre-Design Schematic of 1912 Moscow High School Page 5 of7 ---PAGE BREAK--- SECTION XX: NO PRECLUSION Nothing in the Agreement precludes or is intended to preclude ARCHITECT from being awarded work on other aspects or Phases of the renovation of the former 1912 Moscow High School located at 410 E. Third Street, Moscow, Idaho, including but not limited to architectural services, construction monitoring, design, landscaping, and the like. SECTION XXI: MODIFICATION AND ASSIGNABILITY OF AGREEMENT This Agreement contains the entire agreement between the parties for pre-design and schematic design services related to the renovation of the 1912 Moscow High School, 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 without the prior written consent and express authorization of OWNER. Any such consultant, subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. Consultants and/or subcontractors on the PROJECT known at this time are as follows: Boyle Wagoner Architects, Atwood Hinzman, Inc., Tres West, Inc., Creighton Engineering and Spectrum Professional Services, Inc. SECTION XXII: OWNER'S REPRESENTATIVES OWNER shall designate a representative authorized to act in behalf of OWNER. 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. This representative is Mr. Tom Hudson. SECTION XXIII: CONFLICT OF INTEREST ARCHITECT 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. ARCHITECT further covenants that, in performing this Agreement, it will employ no person who has any such interest. SECTION XXIV: CHANGES IN REGULATIONS ARCHITECT 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 ARCHITECT 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 this Agreement in respect to maximum cost by mutually agreeable amounts commensurate with the change in conditions. Agreement for Professional Services for Architectnral Pre-Design Schematic of 1912 Moscow High School Page 6 of7 ---PAGE BREAK--- SECTION XXV: SPECIAL PROVISIONS A. Ownership and Publication of Materials. All reports, information, data, and other materials prepared by ARCHITECT pursuant to this Agreement shall be the property of OWNER, 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 OWNER It is mutually understood that any alterations made to documents without ARCHITECT'S direction shall void ARCHITECT'S liability under this subsection. B. Non-Discrimination. ARCHITECT 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. ARCHITECT DESIGN WEST ARCHITECTS, PA 56cJ; f j !'rul"m. tly ! \_Jurence C. Rose, AlA Vice President STATE OF IDAHO ) ) ss COUNTY OF LATAH ) OWNER On this day of :JZ, /q . , 1999, befo.&e è the undersigned, a Notary in and for said State, personally appeared 6 C 3 , known to me to be the person whose name is subscribed to the foregoing Agp;>lment fllild acknowleé . ed to me that he/ sh€ executed the same m hts/iler capacity as 2 / cJA. cYA , authorized representative of Design West Architects, P.A. IN WITNESS ve hereunto set my hand and affixed my official seal the day and year hereinabmfe Jf.; 110,.. 1 \ / / flj k ' l 1 Cf:j I ' I ( J;i \ '0&6'1 r I b Notary Public for )\h4 State êfldaho ë \ " \ "V 1 Residmg at I . My commission expires. l /r Agreements\1912 BLDG#$ Agreement for Professional Services for Architectural Pre-Design Schematic of 1912 Moscow High School Page 7 of7 ---PAGE BREAK--- EXHIBIT SCOPE OF WORK Pre-Design Phase and Schematic Design The purpose of this work is to allow ARCHITECT the opportunity to become familiar with the PROJECT, review previous work completed during the planning phase of the PROJECT, and complete several preliminary design options for review by OWNER. This Phase will begin upon contract execution and shall be completed by August 16, 1999, and shall consist of the following elements: A. Meet with OWNER on Tuesday, May 18, 1999 at 1:30 p.m. to reach a clear understanding of the work requirements and timeline for the PROJECT. · B. Within one week of the successful negotiation and execution of this Agreement, ARCHITECT will submit for OWNER approval, a work plan identifying, in chronological order, the specific tasks to be accomplished during this Phase. The finalized work plan shall become part of the Agreement and shall include the following Deliverables: 1. Timeline including critical path and milestones: Pre-design and Schematic Design of work 2. As-built construction drawings 3. Assessment report; structural, mechanical, electrical, ADA, Code Compliance and Deferred Maintenance conditions 4. User groups report: outline of user groups' needs pertinent to design 5. Space planning options report, outlining placement of proposed uses and logic of layout 6. Final preliminary design PROJECT concept summary, including a. Building and site plans with rationale/overview b. Perspective view of major spaces in use on each floor, plaza and 3'd Street face of building c. Detailed Opinion of Construction Cost C. Work with the City Management Team, Citizens Use Committee, Technical Review Committee, and project facilitator to gather information, receive input and share ideas concerning design related issues and general space allocation requirements. Primary User Groups include OWNER and those groups representing the Science Center, Arts, Senior Citizens, Historical Preservation, Public Library and Technology. D. Prepare as-built construction drawings of the current building ---PAGE BREAK--- E. Review information and provide preliminary recommendations on parking and other site requirements F. Conduct structural, mechanical, electrical, ADA, Code Compliance and Deferred Maintenance building assessments G. Prepare preliminary studies, analysis reports, building and site plans for review by OWNER H. Prepare several options (2-3) for placement of proposed uses within the building I. Based upon input received, recommend a final preliminary design to pursue into the Design Development of the PROJECT. J. Submit a preliminary estimate of construction cost of the recommended preliminary design Option. K. Attend meetings as requested by OWNER. This will include a minimum of two weekly meetings throughout the terms of this Agreement L Participate in the final report presentation, scheduled before the Moscow City Council on August 30, 1999. M. Conduct a User Group Workshop on Wednesday, June 9, 1999, from 8:00a.m. to 5:00p.m. for the purpose of receiving presentations and conducting interviews of the Citizens Use Committee and User Groups. ---PAGE BREAK--- 06-18-1999 02:36PM FROM EXHIBIT B DESIGN WEST ARCHITECTS, PA HOURLY RATES Project Project Draft! Principal Manager Architect CAD Clerical $90/hr, $75/hr. $60/hr. $50/hr. $35/hr. ESTIMATED REIMBURSIBLES Copying, Fax Charges Travel: Mileage@ $.31/mile Long Distance Telephone Blueprinting Postage, Deliveries Contingency TOTAL ESTIMATED REIMBURS!BLES $50.00 $150 $50 $100 $50 $100 $500 00 TO 8837018 P.02 TOTAL P.02 ---PAGE BREAK--- EXHIBIT C EXECUTIVE FEE SUMMARY ESTIMATE BASIC SERVICES - PHASE ONE Design West Architects, PA (Arch) Boyle Wagoner Architects (Arch) Tres West Engineers, Inc (Mech/Eiec) Atwood-Hinzman, Inc (Structural) Hodge & Associates, Inc (Civil/Landscape) Total Basic Services: Hourly, not to exceed ADDITIONAL SERVICES ESTIMATE - PHASE ONE Document Existing Conditions I CADD Bases Travel Time: Bob Wagoner@ reduced rate ($50.00 I hr) Architectural Model / Site Enhancement Digital Photography of Enhanced Model Public Presentations: Up to by Laurence Rose Total Additional Services Estimate REIMBURSIBLES Design West Architects, PA: see attached Boyle Wagoner Architects: see attached Tres West Engineers, Inc (estimated) Atwood-Hinzmna, Inc (estimated) Hodge & Associates, Inc (estimated) Total Reimbursibles Estimate $19,882 27,680 6,460 7,200 7,091 $68,313 $5,500 3,900 0 0 0 $9,400 $500 12,184 750 500 500 $14,434 ---PAGE BREAK--- - -o - - "MO,.iCOif H!gh School RenOvation 5(17199 11 week Khedule -#$-g-DeSign West. hfcl\ji!B(;Wagoncr