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PROFESSIONAL SERVICES AGREEMENT MOSCOW RECYCLING CENTER DESIGN S AGREEMENT, made and entered into this 20 tb day of D2C2 f , 2001, by and between the CITY OF MOSCOW, a municipal corporation of the State of Idaho (hereinafter referred as "OWNER"), and CASTELLAW KOM ARCillTECTS (hereinafter referred to as "ARCillTECT"): WHEREAS, ARCillTECT agrees to perform the various professional architectural design services for THE PROJECT; and WHEREAS , THE PROJECT shall consist of the following: 1. Bin Relocation and Site Development and 2. Redemption Building; both as more specifically described in 'Opinion of Probable Construction Costs' document dated June 20, 2001 by ARCillTECT and attached hereto as Exhibit and as shown on preliminary drawings by ARCillTECT dated January 10, 200 I attached hereto as Exhibit and WHEREAS OWNER intends to construct improvements to OWNER's existing Recycling Center (hereinafter referred to as the" THE PROJECT"). WHEREAS, the total budget for THE PROJECT is and amount not to exceed three hundred eighty-five thousand dollars ($385,000.00); NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION I ARCillTECT shall furnish the following architectural design services for THE PROJECT: I. Design Phase The design phase of TilE PROJECT produces the design detailing that the construction documents will be based on. The Opinion of Probable Construction Cost and tentative Project Schedule are to be updated during this design phase. I) Design work is expected to take place during the months of December and January (approximately 5 weeks). Recycling Center Design Agreement Page I of10 2001-72 ---PAGE BREAK--- 2) It is assumed that OWNER will approve an Agreement for Professional Services and that a notice to proceed is given to ARCHITECT on or about December 17, 2001. 3) Two to three possible project design meetings are expected to take place. Actual dates will be finalized as THE PROJECT proceeds. 4) It is assumed that OWNER's representatives will complete OWNER design review within one week after submittal for review. 5) It is assumed that the Design Phase will be completed on or near February 8, 2002. 2. Construction Document Phase: The Construction Document Phase includes the preparation of architectural, structural, mechanical, electrical and civil (on-site work only) drawings and specifications for soliciting construction bids. The Opinion of Probable Construction Cost and tentative Project Schedule are to be updated during this Phase. I) Construction documents work is expected to take place during the months of January, February and March 2002 (approximately 6 weeks). 2) It is assumed that approval to proceed with the construction document phase will occur on or about February 8, 2002. 3) Construction document progress is to be reviewed near the approximate midpoint of document development. 4) It is assumed that OWNER's representatives will complete OWNER's construction document review within one week after submittal for review. 5) It is assumed that the Construction Documents Phase will be completed on or near March 21, 2002. 3. Bidding and Negotiation Phase: Project documents will be printed and distributed to contractors and plan centers during the Bidding and Negotiation Phase of THE PROJECT. One bid package will be developed for distribution. Addenda to be provided by the ARCHITECT as required. A pre-construction conference is expected to be held prior to final addenda issuance. During the bidding and negotiation process ARCHITECT shall respond to bidder questions as required. At the conclusion of the Bidding and Negotiation Phase, bid results will be evaluated and a contractor recommended to the OWNER for approval. I) The Bidding and Negotiation Phase of THE PROJECT is expected to take place during the months of March and April 2002 (approximately 3-1/2 weeks). 2) It is assumed that the building permit plan review process will take place during this Phase and be completed prior to the issuance of the last addendum to the construction documents. 3) The OWNER will prepare and place the advertisements for bid. Recycling Center Design Agreement Page 2 of 10 ---PAGE BREAK--- 4. Construction Administration Phase The Construction Administration Phase of 'TilE PROJECT is expected to occur mostly during the months of May, June, July, August, September and October 2002 (approximately 5 months). Services by ARCIDTECT during the Construction Administration Phase shall include: I) Contractor's submittal review 2) Contractor's schedule review 3) Contractor's schedule of values review 4) Contractor's pay request review 5) Responses to contractor RFis (Request for Information) 6) Change order request review 7) Weekly site observation visits during periods of significant construction activity 8) project meeting attendance and participation 9) Final punch list development and preparation I 0) Contract closeout including processing of the final documentation, Operation and Maintenance manuals and record documents from the contractor I I) One-year warranty 'walk-through', if required A. Independent Contractor SECriON II The contracting parties warrant by their signature that no employer/employee relationship is established between ARCIDTECT and OWNER by the terms of this Agreement. It is understood by the parties hereto that ARCIDTECT 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. B. Fees and Conditions for Consulting Services 1. Basic Services: a Architectural, Structural, Mechanical, Electrical, and Civil (limited); b. Civil engineering is limited to work on site. OWNER to provide design for the development of Street separate but concurrently with 'TilE PROJECT. 2. Fees for 'TilE PROJECT: Thirty-two thousand four hundred thirty-two dollars {$32,432.00) lump sum, not including reimbursables as defined herein below. Recycling Center Design Agreement Page 3 of I 0 ---PAGE BREAK--- 3. Compensation Per Project Phase: 1. Design Phase 2. Construction Documents 3. Bidding and Negotiation 4. Construction Administration 5. Project Lump Sum Total 4. Estimate of Reimbursable Costs: 1. Reproduction (printing & copying) 2. Postage 3. Mileage 4. Telephone 5. Photos 6. Total Estimated Reimbursable Costs C. Other Considerations Regarding Fees and Costs $11,351.00 12,973.00 1,622.00 6.486.00 $32,432.00 $2,700.00 250.00 575.00 50.00 50 00 $3,625.00 ARCHITECT 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 (10%) mark-up. A Termination of Agreement SECTION III 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 section. In the event of termination, ARCHITECT shall be paid for services performed to termination date. All working drawings shall become the property of, and shall be surrendered to the OWNER Recycling Center Design Agreement Page 4 ofiO ---PAGE BREAK--- 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 ARCIDTECT all technical data of record in OWNER's possession, including maps, surveys, borings, and other information required by ARCIDTECT relating to this work. D. Qualified Estimates of Cost The estimates of cost for THE PROJECT herein are to be prepared by ARCIDTECT through exercise of its experience and judgment in applying presently available cost data; but it is recognized that ARCIDTECT 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 ARCIDTECT from exercising the skill, care, and professional judgment exercised by similarly situated professional architects. 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 ARCIDTECT for the services rendered to the date of such suspended, abated, abandoned, or terminated work; the payment to be based, insofar as pnssible, 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 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. Recycling Center Design Agreement Page 5 oflO ---PAGE BREAK--- G. ARCHITECT 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 engineering profession and not other warranty, either expressed or implied, is made in connection with rendering ARCHITECT 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 OWNER sustains damage, ARCHITECT has obtained errors and omissions insurance in the amount of two hundred fifty thousand dollars ($250,000) per incident, five hundred thousand dollars ($500,000) aggregate, 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 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 five hundred thousand dollars ($500,000) per aggregate, and ARCHITECT shall cause OWNER to be named as an additional insured under said policy. I Indemnification ARCHITECT 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's performance of this Agreement, except for liability arising out of the sole negligence of OWNER or its officers, agents, or employees. Further, ARCHITECT shall indemnify, hold harmless, and defend OWNER against any and all claims, demands, damages, costs, expenses, or liability arising out of ARCHITECT's performance of this Agreement, except for liability arising out of the sole negligence of OWNER or its officers, agents, or employees. 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 injudgment(s), costs, and/or expenses to ARCHITECT for the portion of suchjudgment(s), costs and/or expenses attributed to OWNER as a result of such determination of OWNER's sole negligence. Recycling Center Design Agreement Page 6 of lO ---PAGE BREAK--- J. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the tenus and conditions of this Agreement, the prevailing parities 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 ofldabo. 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 ofLatah. L. 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 the 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 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 tenus and conditions this Agreement as if named specifically herein. 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 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 Recycling Center Design Agreement Page 7 of 10 ---PAGE BREAK--- P. Services Requiring Supplemental Authorization The services outlined hereinafter shall only be provided by ARCHITECT when requested and authorized in writing by OWNER Such authorization shall also state the negotiated amount and method of compensation by OWNER When authorized to proceed ARCHITECT will: 1) ROW (right-of-way) work to be completed as a separate project Street development) by the OWNER ARCHITECT and OWNER will require coordination between the projects. 2) Boundary and topography survey services if required. 3) Geotechnical services if required. 4) Identification or removal of hazardous waste if encountered during the course of the project 5) Revisions to the project design (re-design) after previous approval by OWNER. 6) Changes in the project program requirements, design, scope, schedule or budget. 7) Additional services of any consultant revisions to accommodate changes to documents made by OWNER or OWNER's representative will be billed at standard hourly rates with a multiplier of 1.10 times the amount billed to ARCHITECT. 8) Renderings or models of the project design if requested by OWNER. 9) Assist OWNER in resolving disputes over claims, bankruptcy, court proceedings or default of the contractor. 1 0) Assist the owner as a result of fire, flood, acts of God and similar causes through no fault of ARCHITECT. II) Assist or extend services as a result of strikes, walkouts and other labor disputes, and including acts relating to settlement of minority group issues. 12) Expenses for reproduction and postage (to be included as reimbursable expenses). 13) Specialty consulting or other miscellaneous services not enumerated in this proposal and as may be required by OWNER 14) Work with archaeologists as may be required to avoid associated archaeological findings within the project area 15) Meet with representatives of OWNER of other agencies involved in the project in excess of meetings stipulated elsewhere in the agreement when requested to do so by OWNER. 16) Assist OWNER in the acquisition of rights-of-way and easements for the project, including property surveys and descriptions for design surveying work. 17) Prepare documents for and appear before courts and boards on matters of litigation related to the project. 18) Provide additional services as may be required in the event of delinquency or solvency 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. Recycling Center Design Agreement Page 8 of 10 ---PAGE BREAK--- Q. Ch11nges in Regulations ARCHITECT is to perform its work under the current federal, state, and local laws and regulations in full force an 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 Section II-B-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 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 for any use of materials developed under this Agreement beyond the uses normally intended by the parties for THE PROJECT. 3. OWNER agrees to make a reasonable effort to notify ARCHITECT of OWNER's intent, if any, to use or adapt materials developed for THE PROJECT following completion of THE PROJECT. 4. 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. Recycling Center Design Agreement Page 9 of 10 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. f\IE 1111 â • • v· ã / NOTAFt., - . . - = : : = - . . - STATE OF IDAHO \ PUBLIC / :J \,S't • • A !;isz • • COUNTY OF LATAH ) 111, OF \ On this C?/.2 day of lJ? ;nJU Y , 2001, before me, the undersigned, a Notary in and for said State, persoi'lally appeared Greg Castellaw 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 Principal Architect, authorized representative of Castellaw Kom Architects. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written. (seal) Recycling Center Design Agreement Page 10 of 10 ---PAGE BREAK--- L'OST MODEL SUMMARY Moscow Recycling Center Jackson Street Moscow, Idaho June 20, 2001 Description PROPOSED PHASE I WORK CwxT})yPIW:Nf- IFprovement #J;i Subtotal (Dean W eyen Estimate) w Contingency @ 1 0"/o Construction Probable Cost A&E Fees (Assume None) C Street Development Total BINREWCATION & SITE DEVELOPMENT· Improvement 112 Construction Subtotal Contingency @ 1 0"/o Construction Probable Cost A&E Fees (Assume 15%) Bin Relocation Total REDEMPTION BUIWING- Improvement #3 Construction Subtotal Contingency @ 10% Construction Probable Cost A&E Fees (Assume 1 0"/o) Redemption Building Total CKA Castellaw Kom Architects 850 Main Street Lewiston, Idaho Project Phase: Schematic Design $70,215.20 $168,561.82 $384,214.46 $63,832.00 $6,383.20 $70,215.20 $0.00 $77,744.36 $7,774.44 $85,518.80 $12,827.82 $98,346.62 $178,225.33 $17,822.53 $196,047.86 $19,604.79 $215,652.65 I J Phase I Opimon of Probable Construction Costs Total (Improvements $384,214.461 PROPOSED PHASE II WORK YARD WASTE MODIFICATIONS- Improvement #4 Construction Subtotal Contingency @ 1 0"/o Yard Waste Modifications Subtotal A&E Fees (Assume 15%) Yard Waste Modifications Total STORAGE CANOPY ADDITION- Improvement #5 Construction Subtotal Contingency@ 1 0% Storage Canopy Addition Subtotal $496,750.24 $88,961.09 $8,896.11 $97,857.20 $14,678.58 $112,535.78 $181,413.86 $18,141.39 $199,555.25 ---PAGE BREAK--- -1-o q.J E t - I'G<:u.-J A<-t; 1- r:o- 4IMiiiWl>-- Ý-Þ-ßàá - lil<>J NTER I 1 I ' I 5PACE& I REDEMPTION BUILDING; I I "J I . c I q c)_J I l f,j>EXO'Bu;F·· ·J I l I ro= I I I " I I I EXISTING RECYCLING CENTER YARD WASTE MODIACA TIONS pqe.cALE Lk"HT 6TORAGIE ADDITION _ PR9PQ.rJ=Dsfl-IA?_ )NG._Eh6_Ntucc7v-. . A A SCAUC. NORH' BC 9 9 r' s ê Q Q ÛN X liil t) × lj uv Õ ei :i : ID Ù . . + h ~ è Ø Ú 0 é ? r :J w xy 20J'EC'l'<) MO&COW !QECYCLING CENTER REDeMPTION CENTER 5Cl-S1Ai1C FLAN M06COW, !DAHO EXHIBIT center Desi>n Pame a of a CASTELLAW + KOM + ARCffiTECTS I &oo WIN S'l'REXT • lElmn'ON, nwto 8350t (2011) 746-&183 • FAX (2(1{1) 746-'l'Ze't ---PAGE BREAK--- A!;;ORD_ CERTIFICK'E OF LIABILITY INSUr \.NCl CSR RH I DATE {MMIODIYV} ASTE-1 12/10/01 PRODUCER. THIS CERTIFICATE IS ISSUED AS A MATTER Of INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE The Hartwell Corporation HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O. Box 400 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Caldwell ID 83606-0400 Phone:[PHONE REDACTED] Fax:[PHONE REDACTED] INSURERS AFFORDING COVERAGE I!HSUREO INSURER A- DPIC INSURER 8 Caste1law Kom Architects !NSUR E R C - - - - - - - - " - - 850 Main Street INSURER D Lewiston ID 83501 - !NSURER E COVERAGES ANY REQUIRuNT. TERM OR coN'D'rr'igwx yz=.;r'o'R OTHER DocUMENT WITHti'::sri;':qTHI; ·;eRTimTE M'Av6f:',tsu'Eo'{I"} MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUClES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE , COMMERCIAL GENERAL UABIUTY f- ! CLAIMS MADE - - OCCUR APPLIES PER II POLICY l l vIf& r l LOC ANY AUTO ALL OWNED AUTOS - SCHEDULED AUTOS H!REQ AUTOS NON-OWNED AUTOS - - - ••Rnn-v ANY AUTO . 8r9:;·· OCCLR CLAlMSMAOE DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY i OTHER - pjk-- LIMITS POLICY NUMBER EACH Ô FIRE ; one fire) I• I MEDEXPI is I• I GENERAL is I• COMBINED SINGLE LIMIT $ ! {Ea accident} BODILY INJURY ' (Per person) BODILY INJURY $ (Per accident) PROPERTY DAMAGE $ (Per accident) IITn ONI EA $ OTHER THAN EA A(X $ AUTO ONLY: AGG $ i EACH I $ $ $ $ $ 6 IVEp-' I EL EACH. is I E. L DISEASE $ ! EL DISEASE - POLICY LIMIT IS A i Prof. Liab. AEE0220594 10/01/01 10/01/02 Ea. Claim $250,000 1 $10 , 000 Deductible Ann· Aqq. $500,000 For Professional Liability coverage, the aggregate limit is the total insurance available for all covered claims presented within the policy period. The limit will be reduced by payments of indemnity & expense. nf'ï> INI · ti4TION CITMOSO SHOULD ANY Of THE ABOVE DESCRIBEO POLICIES BE CANCELLED BEFORE THE DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL _3L DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHAU City of Moseow iMP<:JÓ ,,oO OBLIGATION OR LJABIUTY OF ANY KINO UPON THE INSURER, ITS AGENTS OR P.O. Box 9203 Moscow ID 83843 I -Il:t A J <0 L\7 /cod:t.LX I 25-S {7197) ' ©ACORD· '