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AGREEMENT FOR PROFESSIONAL SERVICES FOR RENOVATION OF 1912 MOSCOW HIGH SCHOOL THIS AGREEMENT, made and entered into this £K day ofNtr, 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 Architectural and Engineering 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 Planning Design Development through Construction Administration 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 customary design professional 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 for Design Development through Construction Administration. 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, without penalty, subject only to ARCHITECT'S right to compensation for work performed on the PROJECT up to the date ARCHITECT is directed by OWNER to halt work Agreement for Professional Services for Renovation of 1912 Moscow High School Page I of8 ---PAGE BREAK--- SECTION III: INDEPENDENT CONTRACTOR The contracting parties warrant by their signature that no employer/employee relationship ts established between ARCHITECT 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: COMPENSA TJON A For Basic services performed pursuant to this Agreement, ARCHITECT shall be compensated in a stipulated sum of Three Hundred Sixty Three Thousand, Two Hundred Seventy Six Dollars ($363,276), plus Reimbursable Expenses. Stipulated sum breakdown is 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 a stipulated sum not to exceed Thirty Four Thousand Eight Hundred Seventy Five Dollars ($34,875) without prior written approvaL Stipulated sum breakdown is included in the Agreement Exhibit B, which is attached hereto and incorporated herein 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 ARCHITECT shall be compensated therefore for work completed 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, ARCHITECT 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 (l 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 Renovation of 1912 Moscow lligh School Page 2 of8 ---PAGE BREAK--- A If authorized in advance in writing by 0 WNER, 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 OWNER shall make available to ARCHITECT all technical data of record in OWNER'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 Agreement fOr Professional Services for Renovation of 19!2 Moscow High School Page 3 of8 ---PAGE BREAK--- competitive bidding procedures and market conditions so that ARCHITECT cannot warrant that 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 similarly 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 RESPONSIBILITY FOR SPECIAL COSTS AND RELIANCE ON OWNER INFORMATION OWNER shall pay for all costs and shall obtain licenses, geotechnical reports, topography and boundary surveys, materials testing, destructive discovery, hazardous material surveys and removal and/or management plans and any 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. ARCHITECT shall be entitled to rely on the accuracy and completeness of services and information furnished by OWNER. ARCHITECT shall provide prompt written notice to OWNER if ARCHITECT becomes aware of any errors, omissions or inconsistencies in such services or information. SECTION XIV: STANDARDS OF WORK ARCHITECT agrees that the performance of work described in this Agreement including attachments and exhibits 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 date of completion of Construction Documents (CD) phase and will prepare a detailed schedule for the performance of ARCHITECT'S services, which schedule shall be adhered to by ARCHITECT. 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. Agreement for Professional Services for Renovation of !9!2 Moscow High School Page 4 of8 ---PAGE BREAK--- 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; 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 OWNER 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 C. It is understood and agreed that this Agreement does not contemplate handling of, or design services including use of, asbestos or any hazardous material or any toxic substance. Therefore, OWNER agrees to hold harmless, defend and indemnity ARCHITECT for all claims, lawsuits, expenses or damages arising from or related to the handling, use, treatment, purchase, sale, storage or disposal of asbestos, asbestos products or any hazardous material or any toxic substance (or hazardous materials or toxic substances in general) other than for ARCHITECT'S sole negligence. 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. Agreement for Professional Services for Renovation of I 9 I 2 Moscow High School Page 5 of8 ---PAGE BREAK--- 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 ofldaho, 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 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 !912 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 professional Design Development through Construction Administration 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. Randy Rice, Director of Moscow Parks and Recreation. Agreement for Professional Services fOr Renovation of 1912 Moscow High School Page 6 of8 ---PAGE BREAK--- 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 (except as otherwise agreed upon pursuant to XXV SPECIAL PROVISIONS herein). 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. 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. C Hazardous Materials and Toxic Substances. OWNER and ARCHITECT each understand that there is a high likelihood of the presence of hazardous materials and toxic substances in the 1912 Moscow School building and grounds and that exposure to such materials and substances is very likely. It is understood and agreed that this AGREEMENT does not contemplate handling of, or design services including use of, asbestos or any hazardous material or any toxic substance. Therefore, the OWNER agrees to hold harmless, defend and indemnify ARCHITECT for all claims, lawsuits, expenses or damages arising from or related to the handling, use, treatment, purchase, sale, storage or disposal of asbestos, asbestos products or any hazardous material or any toxic substance (or hazardous materials or toxic substances in general) other than for ARCHITECT'S sole negligence. D. Americans With Disabilities Act With specific respect to design requirements of the Americans with Disabilities Act of 1990 (ADA), OWNER understands that legal interpretation of AD A is not a design professional issue to be addressed by ARCHITECT Agreement for Professional Services for Renovation of !9!2 Moscow High School Page 7 of8 ---PAGE BREAK--- and, accordingly, OWNER agrees to waive any action against ARCHITECT and agrees to indemnify and defend ARCHITECT against any claim arising out of legal interpretation of the ADA other than for ARCHITECT'S sole negligence. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. ARCHITECT DESIGN WEST ARCHITECTS, PA '-.._,-aurence C. Rose, AlA Vice President STATE OF HM'MO{j;t:UJ;.L)c.t#;u , ) COUNTYOF1 •\TAtHh)t OWNER CITY OF MOSCOW, IDAHO On this day o H&«J" , 1999, before me, the undersigned, a Notary in and for said State, personally appeared Laurence C. Rose, AlA, 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 Vice President and duly authorized representative of Design West Architects, P A IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written. Agreement.s\1912 BLDG Architectural Design fina!\pm Agreement for Professional Services for Renovation of 1912 Moscow High School Page 8 of 8 ---PAGE BREAK--- EXHIBIT A SCOPE OF WORK DESIGN DEVELOPMENT PHASE (DO) The design development phase shall include the development of preliminary design documents and drawings relative to all aspects of the project architectural, structural, mechanical, electrical, landscape, and engineering). It is estimated that this phase will last approximately three months, from January, 2000 through March 2000. • Meet with the owner to reach a clear understanding of work requirements and timelines for the project. • 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 the project. The finalized work plan shall become part of the Agreement and shall include the following Deliverables: 1. Timeline including critical path and milestones: Design Development (DO) through Construction Administration (CA) Phases. 2. User groups design review sessions pertinent to design. 3. Refined space planning defining improvement for all proposed uses. • Refine parking and other site requirements. • Conduct structural, mechanical, electrical, and code compliance study. • Update construction costs estimates. • Attend meetings as necessary. • Thoroughly review project progress with the owner in order to receive approval to proceed to the construction document phase. CONSTRUCTION DOCUMENT PHASE (CD) The construction document phase shall include final preparation of architectural, structural, mechanical, electrical, landscape and engineering drawings and specifications. It is estimated that this phase will last approximately four months, from April 2000 through July 2000. • Architect will provide draft documents for review by owner at approximately the midpoint of this phase. • Architect will complete bid documents and provide to owner for review, prior to finalizing. MyFiles/1912Building/DevelopmentPhasesOct99.ca ---PAGE BREAK--- • Update constrUl.iLIOn cost estimates. • Attend meetings as necessary. • Thoroughly review project progress with the owner in order to receive approval to proceed to the bidding and negotiation phase. BIDDING AND NEGOTIATION PHASE (BN) The bidding and negotiations phase shall include the development of a complete bid package for dissemination to perspective bidders. It is estimated that this phase will last approximately one month, from receipt of approval to begin bid advertising. • Prepare bid package. • Architect shall respond to bidder questions and prepare addenda's as required. • At the completion of the bid process, assist the owner in evaluating bids. • Prepare contracts for construction. • Attend meetings as necessary. • Thoroughly review project progress with the owner in order to receive approval to proceed to the construction administration phase. CONSTRUCTION ADMINISTRATION PHASE (CA) The construction administration phase will begin with the contract award and will terminate following the issuance of the substantial completion of work. It is estimated that this phase will last approximately nine months, from issuance of Notice to Proceed. In addition to normal contract administration duties, the architect will provide on-site inspection services during project construction. These costs are shown as additional services. By providing such on-site inspection services described, through additional observation by project representatives, the ARCHITECT shall endeavor to provide further protection for the OWNER against defects and deficiencies in the work, but the furnishing of such on-site inspection services shall not modify the rights, responsibilities, or obligations of the architect as described in the attached agreement. Services provided by the architect will include: • Review of all requests submitted by the owner or contractor, including submittals, change orders, RFI's, applications for payment, plans, and/or specification changes. • Perform at least weekly site inspections during periods of significant activity. • Develop final punchlist. • Attend meetings as necessary. • Thoroughly review project progress with the owner in order to receive approval to close out the project. MyFiles/1912Building/DevelopmentPhasesOct99.ca ---PAGE BREAK--- • On-site inspedt.-.n services will include day to day re ponsibility to answer contractor questions, insure project compliance, and serve as the primary liaison between the owner and contractor. In addition, the following responsibilities are anticipated: • A presence at the site on a sporadic basis depending upon contractor activity. • During critical construction periods, inspections may be required several times per day. • Provide reports to the owner as necessary. • Provide documentation of construction related issues as necessary. • Attend weekly progress meetings. MyFiles/19128uilding/Developmen!PhasesOct99.ca ---PAGE BREAK--- EXHIBIT 8 COMPENSATION Phase One services completed the Schematic Design (SD} process. Phase Two Basic Services shall begin with Design Development (DD} Phase. Architectural and Engineering (AlE} Fee calculation is as follows: APPROVED PROJECT COSTS • Estimate Project Total • Less AlE Fee (est.} • Subtotal Construction, incl. Sales Tax • Deduct State Sales Tax (5%*40% of Const.} Subtotal, Construction $3,959,638 (385,000) 3,574,638 (71 ,493) $3,503,145 AlE FEE - BASIC SERVICES -Stipulated Sum $3,503,145 (12.20%) Broken Down By Phase As Follows: • 15% Schematic Design (SD} • 20% • 40% • 5% • 20% (completed and paid in Phase I $64, 108} Design Development (DD} Construction Documents (DC} Bidding and Negotiation Construction Administration AlE Stipulated Fee for Phase Two $85,477 170,953 21,369 85,477 $363,276 EXCLUSIONS FROM STIPULATED SUM FEE -BASIC SERVICES • Tenant Improvement Design and additional programming for the Science Center beyond definition in the already completed Schematic Design (SD) Phase. ADDITIONAL SERVICES For day-to-day site visits, as described in Section IV, B of the Agreement, the fee shall be calculated as follows: • (12 hours/week} (4.3 week/month} (9 months)= • (465 hours} ($75.00/hour} = 465 hours $34,875 AlE Fee For Additional Services Shall Not Exceed $34,875 Without Prior Written Approval MyFiles/1912Building/DevelopmentPhasesOct99. ca ---PAGE BREAK--- EXHIBIT C ADDITIONAL SERVICES/REIMBURSABLES STANDARD HOURLY RATES -ADDITIONAL SERVICES Design West ArchiTects (DWA) Principal Project Mgr. Proj. Arch. Drafting/CAD Clerical 95 75 65 50 35 Boyle Wagoner Architects (BWA) 120 82 72 44 35 ESTIMATED REIMBURSABLES DWA BWA • Copying, Fax Charges • Travel: Mileage@ $.31/mile • Long Distance Telephone • Blueprinting (including bid sets) • Postage, Deliveries • Contingency Subtotal • Copying, Fax • Travel/Lodging (if required) • Long Distance Telephone • Blueprinting • Postage, Deliveries • Contingency Subtotal $250 1000 350 5,000 500 1,000 $8,100 $250 6,000 300 250 250 1 000 $8,050 CONTINGENT ADDITIONAL CONSULTANT SERVICES (EST.) • Acoustical Engineering $7,000 • Theatre, Sound and Lighting 8,000 • Data and Telecommunication 4,500 • Fire Protection 3,350 • Interior Design (FFE) TBD MyFiles/1912Building/DevelopmentPhasesOct99. ca