Full Text
AGREEMENT FOR PROFESSIONAL SERVICES FOR ARCHITECTURAL AND ENGINEERING DESIGN AND CONSTRUCTION MONITORING OF CITY OF MOSCOW FIRE STATION NUMBER THREE (CASTELLAW KOM ARCHITECTS, PROJECT NUMBER 02021) THIS AGREEMENT, made and entered into this full_ day of Ma , 2002, by and between the CITY OF MOSCOW, IDAHO a municipal corporation of the State of Idaho (hereinafter referred as "OWNER"), and Castellaw Kom Architects, a partnership (hereinafter referred to as ''ARCHITECT/ENGINEER"). WITNESSETH: WHEREAS, OWNER intends to construct a new tire station (Moscow Fire Station that is anticipated to generally include the following elements: A two story eleven thousand square foot ( 11 ,000) fire station with six ( 6) truck bays located on the lower level and dorm rooms, oflices, conference rooms, etc., located on the upper level, (hereinafter referred to as "TI IE PROJECT"), and WHEREAS, ARCHITECT/ENGINEER agrees to perform the various professional services required for the design of THE PROJECT and construction monitoring of THE PROJECT; and WHEREAS, THE PROJECT shall consist of the following: A new fire station (Moscow Fire Station that is anticipated to generally include the following elements: A two story eleven thousand square foot ( 11 ,000) tire station with six truck bays located on the lower level and dorm rooms, offices, conference rooms, etc., located on the upper level. Project site is located at the northeast corner of U.S. Highway 95 and Pintail Lane. The preliminary design of Fire Station Number 3 is based on drawings approved for a "special use" by the City of Moscow. 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 and design engineering services for THE PROJECT: A. Scope of Work: Project Scope Of Work is for the design, construction documents, bid coordination and construction administration for development of a fire station building and associated site improvements. As a part of the site improvements for THE PROJECT, the Scope Of Work is to include requirements of the City "Special Use Penn it" required for THE PROJECT. PROJECT Financial Summary Construction Budget is attached hereto as Exhibit and incorporated herein by this reference. AGREEMENT FOR PROFESSIONAL SERVICES- FIRE STATION 3 Page I of9 ---PAGE BREAK--- B. Design Phase: The Design Phase of THE 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 May and June, 2002 (approximately 5-6 weeks). 2. It is assumed that OWNER will approve an Agreement for Professional Services and that a notice to proceed is given to the ARCHITECT/ENGINEER on or about May 6, (or possibly May 20) 2002. 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's design revrew within one week after submittal for review. 5. It is assumed that the Design Phase will be completed on or near June 15, 2002. C. Construction Documents Phase: The Construction Document Phase includes the preparation of architectural, structural, plumbing, heating, ventilation, air conditioning, electrical, civil and landscape drawings and specifications for soliciting construction bids. The Opinion of Probable Construction Cost and tentative Project Schedule are to be updated during this Construction Document Phase. I. Construction documents work is expected to take place during the months of June, July and August 2002 (approximately 8-10 weeks). 2. It is assumed that approval to proceed with the Construction Document Phase will occur on or about June 15, 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 August 15, 2002. D. Bidding and Negotiation Phase: The 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/ENGINEER as required. A pre-construction conference is expected to be held prior to final addenda issuance. During the bidding and negotiation process the ARCHITECT/ENGINEER will 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 OWNER for approval. I. The Bidding and Negotiation Phase of THE PROJECT is expected to take place during the months of August and September 2002 (approximately 4 weeks). AGREEMENT FOR PROFESSIONAL SERVICES- FIRE STATION 3 Page 2 of9 ---PAGE BREAK--- 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. OWNER will prepare and place the advertisements for bid. E. Construction Administration Phase: The Construction Administration Phase of THE PROJECT is expected to occur mostly during the months of October 2002 through May 2003 (approximately 7 to 8 months). Services by the ARCHITECT/ENGINEER during the Construction Administration Phase to 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 Requests For Information (RFI) 6. Change order request review 7. Weekly site observation visits during periods of significant construction activity 8. project meeting attendance and pmticipation 9. Final punch list development and preparation I 0. Contract closeout including processing of the final documentation, Operations and Maintenance manuals and record documents from the contractor I I . One year warranty walk through, if required A. Independent Contractor SECTION II: 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. B. Proposed Basic Services Architectural, Structural, Plumbing, Heating, Ventilation and Air Conditioning, Electrical, Civil and Landscape Services. C. Proposed ARCHITECT/ENGINEER Fees for THE PROJECT are as follows: I. Stipulated Sum (not including reimbursable expenses) Two Hundred Eight Thousand One Hundred Eighteen and No/One-Hundredths Dollars ($208,118.00) Lump Sum. 2. The above stipulated sum is based on nine percent fee for Architectural, Structural, Plumbing, Heating, Ventilation, Air Conditioning and Electrical services plus a fee of AGREEMENT FOR PROFESSIONAL SERVICES- FIRE STATION 3 Page 3 of9 ---PAGE BREAK--- Thirty Thousand Dollars ($30,000) for Civil Engineering and Landscape Architecture serv1ces. D. Anticipated Compensation Per Project Phase (not including reimbursable expenses): I. Design Phase 35% $ 72,841.00 2. Construction Documents 40% $ 83,247.00 3. Bidding 5% $ 10,406.00 4. Construction Administration 20% $ 41,624.00 5. Project Lump Sum Total 100'1. $208,118.00 E. Reimbursable Expenses: These costs are billed to the OWNER in addition to the basic services fee at a rate of one point one (1.1 0) times the actual cost incurred. The total of these costs are not to exceed Nine Thousand Five Hundred Fifty One Dollars ($9,551). I. Reproduction (printing and copying) allowance $ 6,450.00 2. Postage allowance 788.00 ' Mileage allowance 1,216.00 J. 4. Long distance telephone allowance 200.00 5. Photo allowance 30.00 6. ARCHITECT/ENGINEER reimbursable expenses markup at ten percent ( 1 868.00 7. Reimbursable expense contingency at zero percent 0.00 Total $ 9,551.00 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 (10%) mark-up for arranging, handling, insurance, and taxes. A. Termination of Agreement SECTION III: This Agreement may be terminated by ARCHITECT/ENGINEER upon thirty (30) days' written notice, should OWNER fail to substantially perfonn in accordance with its tenns through no fault of ARCHITECT/ENGINEER. 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 tennination date, including direct expense and including a percentage of the fixed fee based upon the work completed. All working drawings shall become the property ot: and shall be surrendered to, OWNER. AGREEMENT FOR PROFESSIONAL SERVICES- FIRE STATION 3 Page 4 of9 ---PAGE BREAK--- B. Extent of Agreement This Agreement may be amended only by written 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 ARCHITECT/ENGINEER. E. Tennination of THE PROJECT If any pm1ion of THE PROJECT covered by this Agreement shall be suspended, abated, abandoned, or tcnninated, 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 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 pennits 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 perfonnance of professional services from which OWNER sustains damage, ARCHITECT/ENGINEER 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. AGREEMENT FOR PROFESSIONAL SERVICES- FIRE STATION 3 Page5of9 ---PAGE BREAK--- 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. I. lndemnillcation 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 perfonnance of this Agreement, except for liability arising out of the sole negligence of OWNER or its otTtcers, 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. 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 tenns 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 of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Couti of the Second Judicial District of the State of Idaho, 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 AGREEMENT FOR PROFESSIONAL SERVICES- FIRE STATION 3 Page 6 of9 ---PAGE BREAK--- unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. However, nothing in this Agreement shall prohibit OWNER, at its sole discretion, from negotiating an extended or new professional services contract with ARCHITECT/ENGINEER for an associated or phased portion of the PROJECT. N. Subcontractors. 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: Structural Plumbing Heating Ventilation Air Conditioning Electrical Civil Landscape 0. OWNER'S Representatives Golden, Graper & Burton, Inc. L & S Engineering Associates, Inc. L & S Engineering Associates, Inc. L & S Engineering Associates, Inc. L & S Engineering Associates, Inc. L & S Engineering Associates, Inc. Wyatt Engineering, Inc. T.C. Sherry & Associates 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. P. 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. Q. Services requiring Supplemental Authorization The services outlined hereinafter shall only be provided by ARCHITECT/ENGINEER 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/ENGINEER will: l . 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. AGREEMENT FOR PROFESSIONAL SERVICES- FIRE STATION 3 Page7of9 ---PAGE BREAK--- 3. Assist OWNER as a result of tire, 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. 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-otûway 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. 10. 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. I I. Boundary and topography survey services required. 12. Geotechnical services required. 13. Identification or removal of hazardous waste if encountered during the course of THE PROJECT. 14. Changes in THE PROJECT program requirements, design, scope, schedule or budget. 15. Renderings or models of THE PROJECT design if requested by OWNER. 16. Work associated with producing, bidding and managing separate bid packages. 17. Work associated with traffic studies, counts and/or lights if required. R. 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 Ill 2. of this Agreement in respect to maximum cost by mutually agreeable amounts commensurate with the change in conditions. S. 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 AGREEMENT FOR PROFESSIONAL SERVICES- FIRE STATION 3 Page8of9 ---PAGE BREAK--- 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 hannless ARCHITECT/ENGINEER 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 eftott to notifY ARCHITECT/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 NEZ PERCE ) OWNER CITY OF MOSCOW, IDAHO l On this day of , 2002, before me, the undersigned, a Notary in and for said State, personally appeared Gre '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, a partnership. AGREEMENT FOR PROFESSIONAL SERVICES- FIRE STATION 3 Page 9 of9 ---PAGE BREAK--- MOSCOW FIRE STATION NUMBER 3 ARCHITECTS PN 02021 PROJECT FINANCIAL SUMMARY CONSTRUCTION BUDGET MONEY AVAILABLE FOR THE PROJECT SUBTRACT: • BASE-208,118 REIMBURSABLE-9,551 OWNER PROVIDED SERVICES -TESTING -7,500 -PERMIT FEES -60,000 -OTHER FEES-6,500 -GEOTECH STUDY-3,500 -BOUNDARY/TOPO SURVEY-4,000 • CONSTRUCTION CONTINGENCY • PROPERTY ACQUIS!TJON • ART COMPONENT • COMMUNICATIONS • STARTUP • CITY PURCHASES -FURNISHINGS • PROJECT SET ASIDE (PER CITY SUPERVISOR) TOTAL AVAILABLE FOR CONSTRUCTION PROJECT AGREEMENT FOR PROFESSIONAL SERVICES-FIRE STATION 3 $2,500,000 ( 585, 169) $1,9lA.£11 $2,500,000 217,669 81,500 150,000 35,000 20,000 20,000 11,000 50,000 $585,169 CASTELLAW KOM ARCHITECTS 850 MAIN STREET LEWISTON, lD 83501 TELEPHONE: (208) 746-0183 FACSIMILE: (208) 746-7267 EXHIBIT