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AGREEMENT FOR PROFESSIONAL SERVICES FOR ARCHITECTURAL AND ENGINEERING DESIGN AND CONSTRUCTION MONITORING OF CITY OF MOSCOW MUNICIPAL SWIMMING POOL I AGREEMENT, made and entered into this day of !998, by and between the CITY OF MOSCOW, a municipal corporation of the State of Idaho (hereinafter referred as "OWNER"), and Northwest Architectural Company, P S (hereinafter referred to as "ARCHITECT/ENGINEER") WITNESSETH: WHEREAS, OWNER intends to construct a municipal swimming pool facility (hereinafter referred to as "THE PROJECT"), and WHEREAS, ARCHITECT/ENGINEER agrees to perform the various professional services required for the design of THE PROJECT and construction monitoring of THE PROJECTþ and and WHEREAS, THE PROJECT shall consist of the following A new outdoor swimming pool that is anticipated to generally include the following elements: A 6,000 square foot zero-depth, family leisure swimming poolÿ an attached eight-lane, 25-yard competitive pool with diving area large enough to sustain a one-meter board, and possibly a three-meter board; an attached tots wading pool with bubble machine; lazy river channel; interactive play equipment; two water slides which empty into separate troughs; an approximate 4, 700 square foot bathhouse with male, female, and family changing rooms; concession area; deck area with adjacent grass area, parklike setting, landscaping and barbecue grills. WHEREAS, the total budget for THE PROJECT is Three Million Two Hundred Fifty Thousand Dollars ($3,250,000.00); NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION I: ARCHITECT/ENGINEER shall furnish the following architectural services and design engineering services for THE PROJECT: AGREEMENT FOR PROFESSIONAL SERVICES Page I ---PAGE BREAK--- Scope of Work PHASE I Public Involvement and Design Phase Design charette in Moscow • Assumes meeting/work space will be available from City. • Assumes the Moscow City Council approves an Agreement for Professional Services for Architectural Land Engineering Design and Construction Monitoring with Northwest Architectural Company, P.S. on June 22, 1998. • Initial meeting with Construction Committee on June 23, 1998 (consensus building session defining the directions the design should follow) • Design Development working sessions for two days beginning with the initial Construction Committee meeting. Construction Committee members are welcome to participate as available. Efforts will include visioning for adjacent site and master planning the site as well as identifying all features of the project • Possible Construction Committee meeting on June 23 or 24, 1998, if determined desirable by the Construction Committee. • Public meeting on the evening of June 25, 1998, followed by a Construction Committee meeting to make decisions and refinements based upon public input Two weeks of intensive off-site design effort by Architectural/Engineering design team. Design review meeting with Construction Committee during week of July 13, 1998 • Presentation to Construction Committee (public may be invited at OWNER'S option • One-day working session in Moscow refining design based upon Construction Committee feedback. • Approval to proceed to Construction Documents Phase (Phase II) by Construction Committee and City Council by July 20, 1998. PHASE II Construction Document Phase: The Construction Document Phase shall include preparation of architectural, aquatic, structural, mechanical, electrical, civil, and landscape architecture drawings and specifications along with estimates of construction cost It is anticipated that this effort will take approximately one month (from July 20 to August 19, 1998) • Assumes approval to proceed on July 20, 1998. • In-progress documents would be provided to OWNER for review at approximately midpoint in Phase II OWNER'S review period will be limited to one week. A review meeting will be held by AGREEMENT FOR PROFESSIONAL SERVICES Page 2 ---PAGE BREAK--- ARCHITECT/ENGINEER with the Construction Committee to decide which comments should be incorporated into the Construction Documents. • Completed bid documents would be provided to OWNER for review. OWNER'S review period will be limited to one week. Any review comments by OWNER that need to be addressed in the Construction Documents will be incorporated by addendum. • Approval to proceed to Bidding Phase (Phase III) by Construction Committee and City Council by August 19, 1998. PHASE III Bidding Phase The Bidding Phase period would occur between August 20 and September 9, 1998. One bid package would be prepared to general contractors with pre qualified pool subcontractors referenced in the bid documents. During this period, ARCHITECT/ENGINEER shall respond to bidder questions and shall prepare addenda as required. At the conclusion of the bidding period, bid results shall be evaluated and a contractor shall be recommended to OWNER for approvaL PHASE IV Construction Administration Phase: It is anticipated that the Construction Administration Phase period would extend from September 9, !998 to Memorial Day 1999. Services by ARCHITECT/ENGINEER during the Construction Administration Phase include • Submittal review. • Schedule review. • Contractor's breakdown of values review. • Contractor's billing review at each construction coordination meeting • Request For Information (RFI) responses to contractor. • Contractor or owner change request review and documentation. • Weekly site inspections during periods of significant contractor activity. • Final "punchlist" inspection and preparation. • Contract closeout - observe contractor testing and initial operation and systems. • Mylar Record Document preparation based upon Contractor As-Built documents. • One-year warranty inspection. While most construction site inspections would be by ARCHITECT/ENGINEER and local consultant staff, Ohlson Lavoie Corporation would make approximately six site visits during the course of construction. AGREEMENT FOR PROFESSIONAL SERVICES Page 3 ---PAGE BREAK--- SECTION II: A Independent Contractor B c The contracting parties warrant by their signature that no employer/employee relationship is established between ARCHITECT/ENGINEER and OWNER by the terms of this Agreement It is understood by the parties hereto that ARCHITECT/ENGINEER 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 Fees and Conditions for Consulting Services Basic Fee: Design Phase $ 80,900 Construction Documents Phase 109,600 Bidding Phase 13,200 Construction Administration Phase 79 000 Total Basic Fee $282,700 Estimate of Reimbursable Costs: Bid set printing $ 4,000 Ohlson Lavoie travel expense 10,500 Code required materials testing (concrete, rebar, compaction) 2 500 Total Estimate of Reimbursable Costs $ 17 000 TOTAL- Fees and Reimbursable Costs $299,700 Other Considerations Regarding Fees and Costs ARCHITECT/ENGINEER shall be paid upon OWNER'S receipt of a bill for services rendered. Such bill shall reflect a percentage of completion of each Phase as set out in SECTION I of this Agreement Reimbursable costs would not be billed unless actually incurred. Billing would be for the actual cost of these items plus a ten percent (I mark -up for arranging, handling, insurance, and taxes. AGREEMENT FOR PROFESSIONAL SERVICES Page 4 ---PAGE BREAK--- A Termination of Agreement SECTION HI: This Agreement may be terminated by ARCHITECT/ENGINEER upon thirty (30) days' written notice, should OWNER fail to substantially perform in accordance with its terms through no fault of ARCHITECT/ENGIJ\TEER. OWNER may terminate this Agreement upon thirty (30) days' written notice without cause and without further liability to ARCHITECT/ENGINEER except as designated by this section. In the event of termination, ARCHITECT/ENGINEER 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, OWNER B. Extent of Agreement This Agreement may be amended only by written instrument signed by both parties hereto. C Data of Record OWNER shall make available to ARCHITECT/ENGINEER all technical data of record in OWNER'S possession, including maps, surveys, borings, and other information required by ARCHITECT/ENGINEER relating to this work. D. Qualified Estimates of Cost The estimates of cost for THE PROJECT herein are to be prepared by ARCHITECT/ENGINEER through exercise of its experience and judgment in applying presently available cost data; but it is recognized that ARCHITECT/ENGINEER has no control over cost of labor and materials, or other competitive bidding procedures and market conditions so that they cannot warrant 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/ENGINEER from exercising the skill, care, and professional judgment exercised by similarly situated professional engineers. E. Termination of THE PROJECT If any portion of THE PROJECT covered by this Agreement shall be suspended, abated, abandoned, or terminated, OWNER shall pay ARCHITECT/ENGINEER 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 AGREEMENT FOR PROFESSIONAL SERVICES Page 5 ---PAGE BREAK--- payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties as to the percentage of the work completed F. OWNER'S Responsibility for Special Costs and Rights-of-Way OWNER shall pay for all costs for obtaining licenses 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. G. ARCHITECT/ENGINEER'S Errors and Omissions Insurance In performance of professional services, ARCHITECT/ENGINEER will use that degree of care and skill ordinarily exercised under similar circumstances by members of the engineering profession; and no other warranty, either expressed or implied, is made in connection with rendering ARCHITECT/ENGINEER'S services. Should ARCHITECT/ENGINEER or any of ARCHITECT/ENGINEER'S agents or employees be found to have been negligent in the performance of professional services from which OWNER sustains damage, ARCHITECT/ENGINEER 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 one year (minimum) period from the date of completion of THE PROJECT. OWNER shall receive notice of any pending termination of said insurance. H. ARCHITECT/ENGINEER'S Additional Insurance ARCHITECT/ENGINEER 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/ENGINEER shall cause OWNER to be named as an additional insured under said policy. L Indemnification ARCHITECT/ENGINEER waives any and all claims and recourse against OWNER, 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 ARCHITECT/ENGINEER'S performance of this Agreement, except for liability arising out of the sole negligence of OWNER or its officers, agents, or employees. Further, ARCHITECT/ENGINEER shall indemnify, hold harmless, and defend OWNER against any and all claims, demands, damages, costs, expenses, or liability arising out of ARCHITECT/ENGINEER'S performance of this Agreement, except for liability arising out of the sole negligence of OWNER or its officers, agents, or employees. AGREEMENT FOR PROFESSIONAL SERVICES Page6 ---PAGE BREAK--- If OWNER is determined to be solely negligent by a final decision in a court of law and such sole negligence by OWNER directly results in judgment(s), costs, and/or expenses to ARCHITECT/ENGINEER, then OWNER shall reimburse ARCHITECT/ENGINEER for the portion of such judgment(s), costs and/or expenses attributed to OWNER as a result of such determination of OWNER's sole negligence. J. 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. K Jurisdiction and Venue It is agreed that this Agreement shall be construed under and governed by the laws of the State ofldaho. 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 ofidaho, in and for the County of Latah. L Binding of Successors OWNER and ARCHITECT/ENGINEER 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. M. 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. ARCHITECT/ENGINEER 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: AGREEMENT FOR PROFESSIONAL SERVICES Page 7 ---PAGE BREAK--- I. Northwest Architectural Company 2. Ohlson Lavoie Corporation 3. M. W. Consulting Engineers 4. LSB Consulting Engineers 5. David Evans & Assoc., Inc. 6. Strata, Inc. N. 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. 0. Conflict oflnterest ARCHITECT/ENGINEER 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/ENGINEER further covenants that, in performing this Agreement, it will employ no person who has any such interest P. Services requiring Supplemental Authorization The services outlined hereinafter shall only be provided by ARCHITECT/ENGINEER when requested and authorized in by OWNER Such authorization shall also state the negotiated amount and method of compensation by OWNER When authorized to proceed, ARCHITECT/ENGINEER will I. Re-design any or all of the facilities or re-design any component previously approved by OWNER. 2. Assist OWNER in resolving disputes over claims, bankruptcy, court proceedings or default of the contractor. 3. Assist OWNER as a result of fire, flood, acts of God, and similar causes through no fault of ARCHITECT/ENGINEER 4. Assist or extend services as a result of strikes, walkouts, and other labor disputes; and including acts relating to settlement of minority group problems. 5. Provide all other specialty consulting or other miscellaneous services not enumerated in this Agreement and as may be required by OWNER. AGREEMENT FOR PROFESSIONAL SERVICES Page 8 ---PAGE BREAK--- 6. Work with archaeologists as may be required to avoid problems associated with archaeological findings within THE PROJECT area. 7. Meet with representatives of the various agencies involved in THE PROJECT in excess of meetings stipulated elsewhere in this Agreement when requested to do so by OWNER 8. Assist OWNER in the acquisition of rights-of-way and easements for THE PROJECT, and including property surveys and descriptions for design surveying work 9. Prepare documents for and appear before courts and boards on matters of litigation related to THE PROJECT. I 0. Provide additional services as may be required in the event of delinquency or insolvency of the contractor, suspension of work, damage to the construction site by fire, flood or other natural disaster. Provide assistance as may be required in the event of strikes, walkouts, or other acts of trade or labor unions. Q. Changes in Regulations ARCHITECT/ENGINEER 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/ENGINEER 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 III 2. of this Agreement in respect to maximum cost by mutually agreeable amounts commensurate with the change in conditions. R Special Provisions I. Ownership and Publication of Materials. All reports, information, data, and other materials prepared by ARCHITECT/ENGINEER 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 2. OWNER agrees to hold harmless ARCHITECT/ENGINEER for any use of materials developed under this Agreement beyond the uses normally intended by the parties for THE PROJECT. AGREEMENT FOR PROFESSIONAL SERVICES Page 9 ---PAGE BREAK--- 3. OWNER agrees to make a reasonable effort to notify ARCIDTECT/ENGINEER of OWNER'S intent, if any, to use or adapt materials developed for THE PROJECT following completion of THE PROJECT. 4. Non-Discrimination. ARCHITECT/ENGINEER 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/ENGINEER STATE OF IDAHO ) ) ss COUNTY OF LATAH ) OWNER CITY OF MOSCOW, IDAHO IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written. Notary Public for t e Residing at My commission AGREEMENT FOR PROFESSIONAL SERVICES Page 10