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AMENDED AGREEMENT FOR PROFESSIONAL SERVICES FOR RENOVATION OF 1912 MOSCOW HIGH SCHOOL THIS AMENDED AGREEMENT, made and entered into this S' ,t-(day of /ttr. · 2001, by and between the CITY OF MOSCOW, a municipal corporation of the State of Ida (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 !912 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 I: DEFINITIONS A Cost Estimate. An opinion of probable construction cost made by the Architect. In probable construction cost, it is recognized that neither the Client nor the Architect has control over the costs of labor, equipment, or materials, or over the Contractor's methods of determining prices or bidding. 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 Contractor's bids or the negotiated price of the Work will not vary from the Client's budget or from any opinion of probable cost prepared by the Consultant. B. Inspect, Inspection. The visual observation of construction to permit the Architect, as an experienced and qualified professional, to determine that the Work, when completed by the Contractor, generally conforms to the Contract Documents. In making such inspection, the consultant make no guarantees for, and shall have no authority or control over, the Contractor's performance or failure to perform the Work in accordance with the Contract Documents. The Architect shall have no responsibility for the means, methods, techniques, sequences or procedures selected by the Contractor or for the Contractor's safety precautions and programs, nor for failure by the Contractor to comply with any laws or regulations relating to the performance or furnishings of the Work by the Contractor. Agreement for ProtCssional Services for Renovation of 1912 Moscow High School Page I of9 2001-02 ---PAGE BREAK--- SECTION II: SCOPE OF WORK ARCHITECT shall provide professional services for the PROJECT as outlined in this Amended Agreement in accordance with the terms and conditions of this Amended 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 Amended Agreement for Design Development through Construction Administration. The scope of work to be completed pursuant to this Amended Agreement is described in Exhibit A, which is attached hereto and incorporated herein by this reference. SECTION III: CHANGES IN TilE 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 Amended 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. SECTION IV: INDEPENDENT CONTRACTOR The contracting parties warrant by their signature that no employer/employee relationship is established between ARCHITECT and OWNER by the terms of this Amended 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 V: COMPENSATION A. For Basic services performed pursuant to this Amended Agreement, ARCHITECT shall be compensated in a stipulated sum of Two Hundred Ninety Three Thousand, Three Hundred Fifty Five Dollars ($293,355) plus Reimbursable Expenses. Stipulated sum breakdown is included in Exhibit B, which is attached hereto and incorporated herein by this reference. Agreement for Professional Services for Renovation of 1912 Moscow High School Page 2 of9 ---PAGE BREAK--- B. For additional services performed, pursuant to this Amended Agreement ARCHITECT shall be compensated in a stipulated sum not to exceed Fifty Four Thousand, One Hundred Eighty Dollars ($54, 180) without prior written approvaL Stipulated sum breakdown is included in Exhibit B, which is attached hereto and incorporated herein by this reference. SECTION VI: 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 Amended 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 Amended Agreement. SECTION VII: 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: 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 Exhibit C and ARCHITECT shall immediately inform the OWNER of any anticipated increases in such estimate. SECTION VIII: 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. Agreement for Professional Services for Renovation of 1912 Moscow High School Page 3 of9 ---PAGE BREAK--- SECTION IX: TERMINATION OF AGREEMENT This Amended 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 Amended Agreement upon thirty (30) days' written notice without cause and without further liability to ARCHITECT except as designated by this Amended Agreement All working drawings shall become the property of, and shall be surrendered to, OWNER. SECTION X: EXTENT OF AGREEMENT This Amended Agreement may be amended only by written instrument signed by both parties hereto. SECTION XI: 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 XII: 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 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 XIII: TERMINATION OF PROJECT If any portion of the PROJECT covered by this Amended 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 XIV: 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 Agreement for Professional Services for Renovation of 1912 Moscow High School Page 4 of9 ---PAGE BREAK--- 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 XV: STANDARDS OF WORK ARCHITECT agrees that the performance of work described in this Amended Agreement including attachments and exhibits and pursuant to this Amended 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 XVI: ARCHITECT'S INSURANCE ARCHITECT will maintain through this Amended 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; 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. Agreement for Professional Services for Renovation of 1912 Moscow High School Page 5 of9 ---PAGE BREAK--- SECTION XVII: 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 Amended 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 Amended Agreement shall not be limited by reason of the specification of any particular insurance coverage required under the terms of this Amended Agreement C. It is understood and agreed that this Amended 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 XVIII: COSTS AND ATTORNEY FEES In the event either party incurs legal expenses to enforce the terms and conditions of this Amended 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 XIX: JURISDICTION AND VENUE It is agreed that this Amended 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 of Idaho, in and for the County of Latah. SECTION XX: BINDING OF SUCCESSORS OWNER and ARCHITECT each bind themselves, their partners, successors, assigns, and legal representatives to the other parties to this Amended Agreement and to the partners, successors, assigns, and legal representatives of such other parties with respect to all covenants of this Amended Agreement. Agreement for Professional Services for Renovation of 1912 Moscow High School Page 6 of9 ---PAGE BREAK--- SECTION XXI: NO PRECLUSION Nothing in the Amended 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 XXII: MODIFICATION AND ASSIGNABILITY OF AGREEMENT This Amended 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 Amended 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 0 WNER. Any such consultant, subcontractor or assignee shall be bound by all of the terms and conditions of this Amended Agreement as if named specifically herein. Consultants and/or subcontractors on the PROJECT known at this time are as follows: Koppe Wagoner Architects, Golden, Graper and Burton, Tres West, Inc., Creighton Engineering and Spectrum Professional Services, Inc. SECTION XXIII: 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. SECTION XXIV: 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 Amended Agreement, it will employ no person who has any such interest. SECTION XXV: 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 Amended 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 Amended Agreement for Professional Services for Renovation of 1912 Moscow High School Page 7 of9 ---PAGE BREAK--- Agreement in respect to maximum cost by mutually agreeable amounts commensurate with the change in conditions. SECTION XXVI: SPECIAL PROVISIONS A. Ownership and Publication of Materials. All reports, information, data, and other materials prepared by ARCHITECT pursuant to this Amended 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 Amended 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 AMENDED 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 ARCIDTECT 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 ADA is not a design professional issue to be addressed by ARCIDTECT and, accordingly, OWNER agrees to waive any .action against ARCIDTECT 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. Agreement for Professional Services for Renovation of !912 Moscow High School Page 8 of9 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have caused this Amended Agreement to be executed as of the date indicated above. ARCHITECT DESIGN WEST ARCillTECTS, PA Sf 0 . ' BT 1' E 'j ć.aurence C. Rose, AlA ice President r c I j , . ' \ f J t \ ' ! ' _ _ / ck_n \ STA * OF 'i.'.fiNGTOt' ) - I i ) (7\'"1dCA,Jk>f\J SS COUNTY OF WHITMAN ) OWNER CITY OF MOSCOW, IDAHO On this,d /l day of ?j1:. 1> , 200 I, 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 IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written. Agreements\1912 BLDG Architectural Design(revl2*2000)\pm Agreement for Professional Services for Renovation of 1912 Moscow High School Page 9 of9 ---PAGE BREAK--- EXHIBIT A SCOPE OF WORK The 1912 Building project has been divided into phases. This scope of work reflects Phase One and Phase Two design, bid, and construction. 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. Phase One construction documents will take place from October 2000 through January 2001. Phase Two construction documents will be developed at a time to be mutually agreed upon by the owner and architect MyFiles/1912Building/DevelopmentPhases-Scope of Work Feb 01.ca ---PAGE BREAK--- • Architect wit. ,,rovide draft documents for review l, 0wner at approximately the midpoint of this phase. • Architect will complete bid documents and provide to owner for review, prior to finalizing. • Update construction 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. Phase One bidding and negotiation will take place during January and February 2001. Phase Two bidding and negotiation will take place at a time to be mutually agreed upon by the owner and architect. • 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 for owner review and approval. • 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. Phase One construction administration will take place between March and August 2001. Phase Two construction administration will take place at a time to be mutually agreed upon by the owner and architect. 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 observation 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. MyFiles/1912Building/Developmen!Phases-Scope of Work Feb 01.ca ---PAGE BREAK--- • Perform at leLA weekly site inspections during pe1. _ Js 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 • On-site inspection services will include day to day responsibility to answer contractor questions, insure project compliance, and serve as the primary liaison between the owner and contractor. Phase One inspection services will take place between October, 2000 and August 2001. Phase Two inspection services will take place at a time to be mutually agreed upon by the owner and architect A fee will be agreed upon at this time, as welL 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/1912Building/DevelopmentPhases-Scope of Work Feb 01. ca ---PAGE BREAK--- EXHIBIT B COMPENSATION Phase One services began with Design Development (DO) construction documents (CD), project bid, and construction administration (CA). Architectural and Engineering (AlE) Fee calculation is as follows: AlE FEE- BASIC SERVICES- Stipulated Sum- Phase I and Phase II Broken Down By Phase As Follows: • • • • Design Development (DO) Construction Documents (CD) Bidding and Negotiation Construction Administration AlE Stipulated Fee Phase I $85,477 99,900 6,990 35,960 228,327 EXCLUSIONS FROM STIPULATED SUM FEE- BASIC SERVICES Phase II 41,449 5,990 17,859 65,028 • Tenant Improvement Design and additional programming for the Science Center beyond definition in the already completed Schematic Design (SO) 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: • (24 hours/week) (4.3 week/month) (7 months)= • (722.4 hours) ($75.00/hour) = 722.4 hours $54,180 AlE Fee For Additional Services Shall Not Exceed $ 54,180 Without Prior Written Approval For Phase I MyFiles/1912Building/DevelopmentPhases-Scope of Work Feb 01.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 Phase I 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 Total $250 1000 350 4,425 500 1,000 $8,100 $250 5,475 300 250 250 1 000 $8,050 $15,000 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 Phase II MyFiles/1912BuildingiDevelopmentPhases-Scope of Work Feb 01.ca