Full Text
AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND ASSOCIATED ARCHITECTS, LLP, FOR 1912 CENTER ROOFING SYSTEM REPLACEMENT ARCHITECTURAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND ASSOCIATED ARCHITECTS, LLP, FOR 1912 CENTER ROOFING SYSTEM REPLACEMENT ARCHITECTURAL SERVICES (hereinafter "Agreement"), is made and entered into this 2-5 day ofl...L.IL , 2017, by and between City of Moscow, Idaho, a municipal corporation of the State ofldah0:206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and Associated Architects, LLP, 129 West Third Street, Moscow, Idaho 83843 (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 1912 Center Roofing System Replacement (hereinafter "PROJECT"); and WHEREAS, it is CITY's intent to hire ARCHITECT to prepare as-built dimensions, preliminary cost estimate, construction documents, bidding assistance, and construction administration for PROJECT; and WHEREAS, CITY has complied with applicable provisions of law regarding retaining professional services such as those contemplated; 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 as-built dimensions, preliminary cost estimate, construction documents, bidding assistance, and construction administration). 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 oflabor, equipment, or material, or over ARCHITECT' s methods of determining prices or bidding. The opinion of probable construction costs is based on the ARCHITECT' s reasonable professional judgement and experience and does not constitute a warranty, express or implied, that the ARCHITECT' s bids or the negotiated price of the PROFESSIONAL SERVICES AGREEMENT ASSOCIATED ARCHITECTS, LLP AND CITY PAGE 1 OF9 ---PAGE BREAK--- 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. SECTION IV: COMPENSATION A. ARCHITECT shall perform all work necessary to complete PROJECT for an amount not to exceed Seven Thousand Six Hundred Dollars ($7,600) as 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: Perform submissions to building authorities; SECTION VII: PROJECT SCHEDULE ARCHITECT shall achieve substantial completion of construction documents of PROJECT on or before May 5, 2017, and final completion of construction documents of PROJECT on or before May 19, 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. PROFESSIONAL SERVICES AGREEMENT ASSOCIATED ARCHITECTS, LLP AND CITY PAGE20F9 ---PAGE BREAK--- 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. 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 PROFESSIONAL SERVICES AGREEMENT ASSOCIATED ARCHITECTS, LLP AND CITY PAGE3 OF9 ---PAGE BREAK--- 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. 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. PROFESSIONAL SERVICES AGREEMENT ASSOCIATED ARCHITECTS, LLP AND CITY PAGE40F9 ---PAGE BREAK--- 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. 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: Associated Architects, LLP Chick Mabbutt, Principal 129 West Third Street, Suite 101 Moscow, Idaho 83843 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 Associated Architects, LLP PROFESSIONAL SERVICES AGREEMENT ASSOCIATED ARCHITECTS, LLP AND CITY CITY City of Moscow, Idaho PAGE50F9 ---PAGE BREAK--- STATE OF IDAHO County of ( ) ) ss: ) PROFESSIONAL SERVICES AGREEMENT ASSOCIATED ARCHITECTS, LLP AND CITY Approved As To Form: d% Roderik Hall, City Attorney ACKNOWLEDGMENT PAGE60F9 ---PAGE BREAK--- EXHIBIT Associated Architects. LLP 129 West Third Street - P Box 9432 Moscow, ID 83843 Ph: (208) 882-5051 Fax: (208) 882-8543 Email: [EMAIL REDACTED] Associated Architects, LLP shall provide professional services for the project "Re-roof 1912 Center" in accordance with the tenns and conditions as described below. BASIC SERVICES 1.1 As-Built Dimensions & Preliminary Cost Estimate 1.1. l The Architect shall gather available as-built information and drawings. The Architect shall visit the site, evaluate existing conditions and measure the roof. The Architect shall provide a detailed preliminary construction cost estimate. 1.2 Construction Documents 1.2.1 The Architect shall prepare, for approval by the Owner, Construction Documents consisting of complete working drawings and specifications as required for bidding and construction of the project. 1.2.2 Make all adjustments and/or corrections as requested by the Owner and the Building Code Official. 1.3 Bidding Phase 1.3.1 The Architect, following the Owner's approval of the Construction Documents shall assist the Owner in obtaining bids and assist in awarding contracts for construction, including the following: l. Printing and distribution of drawings and specifications to bidders. (cost of printing and postage is a reimbursable expense.) The Architect shall provide the Owner with electronic files of the Contract Documents in a format suitable for publication on the internet. 2. Review of submittals for approval of alternate methods and/or materials prior to the bid date. 3. Attend a pre-bid 4. Issuing of addenda listing alternate materials and/or methods approved under item 2 above and clarifying drawings and specifications to plan holders prior to bid date. PROFESSIONAL SERVICES AGREEMENT ASSOCIATED ARCHITECTS, LLP AND CITY lof2 PAGE70F9 ---PAGE BREAK--- 1.4 Construction Administration 1.4.1 The Construction Administration phase will commence with the award of the Contract for Construction and will tenninate with the Architect's final acceptance of the work. 1.4.2 The Architect shall make the following site visits as part of the Basic Services: 1. Preconstruction Conference: The Architect shall preside over the pre-construction meeting and take and distribute minutes. 2. The Architect shall review and act on the Contractor's submittals of shop drawings, product data and samples. 3. Periodic site visits during construction: The Architect shall visit the site at intervals appropriate to the stage of construction (approximately weekly) or as otherwise necessary to determine if the work is proceeding in accordance with the contract documents. The Architect shall prepare and distribute fi.eld reports. The Architect shall have the authority to reject Work that does not conform to the Contract Documents. 4. The Architect shall review the Contractor's pay requests and certify the amounts due the Contractor. 5. The Architect shall prepare Change Orders and Change Directives with supporting documentation as necessary for the Owners approval and execution. 6. Substantial Completion: The Architect shall inspect the Work and prepare a list of items (punch list) to be corrected or completed by the Contractor. 7. Final Inspection: Once the Contractor indicates that the punch list items have been corrected or completed, the Architect shall re-inspect the Work and conduct a punch list back check. 1.4.3 Close-Out Documents: The Architect shall receive, review and forward to the Owner written warranties, as-built documents and product data. PROFESSIONAL SERVICES AGREEMENT ASSOCIATED ARCHITECTS, LLP AND CllY 2of2 PAGE8 OF9 ---PAGE BREAK--- EXHIBIT Associated Architects, LLP 129 West Third Street - P.O. Box 9432 Moscow, ID 83843 BASIC SERVICES Ph: (208) 882-5051 Fx: (208) 882-8543 [EMAIL REDACTED] COMPENSATION RATE FIXED FEE BILLING RA TE METHOD Effective January 1, 2016 The fee is based on 8% of the actual construction cost and includes normal structural, mechanical and electrical engineering services. Services are: As-Built Dimensions & Preliminary Cost Estimate Construction Documents Bidding Assistance Construction Administration CONSULTANT EXPENSES '20% 50% 5% 25% 100% 1,520.00 3,800.00 380.00 1,900.00 $7,600.00 Consultants not included in normal basic services - site survey, soils analysis, etc. when authorized are billed at the consultant's invoice cost times 1.1. ACCOUNT BILLINGS Job progress and time records are closed the 25th of each month. Bills are sent on or before the 1st of the month. Payments are due upon receipt. Interest on accounts 30 days past due accounts is charged at the rate of 1 % per month. PROFESSIONAL SERVICES AGREEMENT ASSOCIATED ARCHITECTS, LLP AND CITY PAGE9 0F9