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Agreement with Engineered Structures for Construction Management for Old City Hall Tenant Improvement
2=4161 I SERVICE AND MAINTENANCE— SPECIAL PROJECTS DIVISON 3330 E. Louise Dr. Suite 300 Meridian, Idaho 83642 SERVICE DIVISION Phone (208) 362-3040 FAX (206) 362-3113 WWW.esi-express.com 1. AGREEMENT TO CONTRACT Date: CONSTRUCTION Engineered Structures, Inc., dba ESI -Express OWNER: MANAGER: 3330 E. Louise Dr., Ste. 300 Meridian, ID 83642 Phone: (208) 362-3040; Facsimile (208) 362-3113 Contractor Representative: Nate Hutton Owner Representative: Max Jensen Owner's Prol=-ram [Include Description of Project, Bused for Con ofthe Work Anticipated Schedule, end Procurement Method] Scope of Work: Provide new paint, carpet, lighting (including ballast and lamps) in the old City Hall Building located at 33" East Idaho, Meridian, Idaho 83642 (hereinafter referred to as the "Project"). Owner's budget for the Project is $69,000. Owner anticipates issuing stipulated sum contracts to all Prime Contractors. The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Construction Manager shall appropriately adjust the schedules, the Construction Manager's services and the Construction Manager's compensation. Substantial Completion: The Construction Manager shall achieve Substantial Completion of the entire Work not later than forty-five (45) days from issuance of the Notice to Proceed. It is anticipated that the Prime Contractor's shall complete their Work within thirty (30) days from issuance of a Subcontract Agreement. Such lime frame shall be contingent upon procurement of materials. SCOPE OF THE AGREEMENT This Agreement represents the entire and integrated agreement between Engineered Structures, Inc. dba ESI -Express ("ESI") and [he Owner and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both ESI and Owner. Neither the rights nor duties of this Agreement may be assigned or delegated by a party without prior written consent of the other party. This Agreement is comprised of the following documents: 1. Proposal and Agreement to Contract Cover Sheet 2. Terms and Conditions of Proposal and Agreement to Contract OWNER (Signature) (Printed name, fill and address) a 7 a CONTRACTOR (Signature) Engineered Structures, Inc. dba ESI -Express (Printed name and title THOMAS D. HILL Chief Executive Oftff "Experience ... Service ... Inte LICENSES: AK, AR, AZ, CA, CO, CT, HI, IA, ID, IL, IN, KS, KY, LA, MA, MD, ME, MN, MO, MT, ND, NE, NV, NM, OH, OK, OR, PA, SC, SD, TX, UT, Vr, WA, WI, WY AK #27938 AZ ROC 132139 CA #696242 HI BC -29254 ID RCE -3108 NM #88125 NV #24265B OR CCB #77160 ARTICLE I CONSTRUCTION MANAGER'S RESPONSIBILITIES § 1.1 The Construction Manager shall perform its services consistent with the skill and care ordinarily provided by construction managers practicing in the same or similar locality under the same or similar circumstances. The Construction Manager shall perform its services as expeditiously a; is consistent with such skill and care and the orderly progress of the Project. The Construction Manager shall not be responsible for actions taken by any other Consultant or Contractor. § 1.2 The Constmetion Manager shall maintain the following insurance for the duration of this Agreement. Type of Insurance Limit of Liability General Liability— general aggregate / each occurrence $1,000,000 general aggregate / $1,000,000 each occurrence Automobile Liability $1,000,000 combined single limit Worker's Compensation $1,000,000 each accident § 1.3 The Construction Manager shall provide to the Owner certificates of insurance evidencing compliance with the requirements in this Article 1. The certificates will show the Owner as an additional insured on the Comprehensive General Liability, and Automobile Liability. ARTICLE 2 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES § 2.1 Definition The Construction Manager's Basic Services consist of those described in Section 2.2 and include usual and customary construction coordination and scheduling, constructability, review, cost estimating, and allocation of construction activities among the Multiple Prime Contractors. § 2.2 Construction Phase Administration of the Construction Contract § 2.2.1 Upon Owner's selection of material, Construction Manager shall develop bidders' interest in the Project, receive bids, prepare bid analyses and make recommendations to the Owner for the Owner's award of Contracts or rejection of bids. For all scopes in excess of $25,000, Construction Manager shall procure no less than three (3) bids per scope. The Project involves the repair or reconstruction of a "Public Work" within the meaning of Idaho Code Title 54, Chapter 19. Construction Manager shall comply with all applicable rules including licensure and bidding requirements. Construction Manager shall only seek bids from licensed Public Works Contractors and said bidders shall be required to comply with all applicable pub] is works bidding and contracting requirements. Furthermore, Construction Manager shall post a payment and performance bond required by 54- 4512. Owner shall prepare all multiple prime construction contracts necessary for the Project, and Construction Manager agrees to cooperate with Owner in securing contractor signatures and delivering the Agreements to Owner for Owner's approval. § 2.2.2 The Construction Manager shall provide on-site administration of the Contracts for Construction and a staffing plan to include one or more representatives who shall be in attendance at the Project site whenever the Work is being performed. § 2.2.3 The Construction Manager shall provide administrative, management and related services to coordinate scheduled activities and responsibilities of the Multiple Prime Contractors with each other and with those of the Construction Manager and the Owner. The Construction Manager shall coordinate the activities of the Multiple Prime Contractors in accordance with the latest approved Project schedule and the Contract Documents. § 2.2.4 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, and scheduling of the Work. § 2.2.5 The Construction Manager shall schedule all tests and inspections required by the Contract Documents or governmental authorities. § 2.2.6 The Construction Manager shall endeavor to obtain satisfactory performance from each of the Multiple Prime Contractors. The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being fulfilled. § 2.2.7 The Construction Manager shall develop and implement procedures for the review and processing of Applications for Payment by Multiple Prime Contractors for progress and final payments. § 2.2.7.1 The Construction Manager shall review and certify the amounts due the respective Contractors as follows: Within seven days after the Construction Manager receives each Contractor's Application for Payment, the Construction Manager shall: (1) review the applications and certify the amount due each Contractor, (2) prepare a Summary of Contractors' Applications for Payment, (3) prepare a Project Application and Certificate for Payment, (4) certify the total amount due all Multiple Prime Contractors collectively, and (5) forward the Summary of Contractors' Applications for Payment and Project Application and Certificate for Payment to the Owner. § 2.2.7.2 The Construction Manager's certification for payment shall constitute a representation to the Owner, based on the Construction Manager's evaluations of the Work and on the data comprising the Contractors' Applications for Payment, that, to the best of the Construction Manager's knowledge, information and belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the Contract Documents. The certification of an Application for Payment or a Project Application for Payment by the Construction Manager shall not be a representation that the Construction Manager has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences for the Contractor's own Work, or procedures; (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 2.2.8 The Construction Manager shall determine in general that the Work of each Contractor is being performed in accordance with the requirements of the Contract Documents and notify the Owner and Contractor of defects and deficiencies in the Work. The Construction Manager shall have the authority to reject Work that does not conform to the Contract Documents and shall notify the Owner about the rejection. The failure of the Construction Manager to reject Work shall not constitute the acceptance of the Work. The Construction Manager shall record any rejection of Work in its daily log and include information regarding the rejected Work in its progress reports to the Owner. § 2.2.9 The Construction Manager shall advise and consult with the Owner during the performance of its Construction Phase Services. The Construction Manager shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Construction Manager shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safely precautions and programs in connection with the Work of each of the Contractors, since these are solely the Contractor's rights and responsibilities under the Contract Documents. The Construction Manager shall not be responsible for a Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Construction Manager shall be responsible for the Construction Manager's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or Multiple Prime Contractors, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 2.2.10 The Construction Manager shall transmit to the Owner requests for interpretations and requests for information of the meaning and intent of the Drawings and Specifications with its written recommendation, and assist in the resolution of questions that may arise. § 2.2.11 The Construction Manager shall review requests for changes, assist in negotiating Contractors' proposals, submit recommendations to the Owner, and, if they are accepted, prepare Change Orders and Construction Change Directives that incorporate the Owner's modifications to the Contract Documents. § 2.2.12 The Construction Manager shall keep a daily log containing a record of weather, each Contractor's Work on the site, number of workers, identification of equipment, Work accomplished, problems encountered, and other similar relevant data as the Owner may require. § 2.2.13 The Construction Manager shall arrange for the delivery, storage, protection and security of Owner -purchased materials, systems and equipment that are a pan of the Project until such items are incorporated into the Work. § 2.2.14 With the Owner's maintenance personnel, the Construction Manager shall observe the Contractor's or Multiple Prime Contractors' final testing and start-up of utilities, operational systems and equipment and observe any commissioning as the Contract Documents may require. § 2.2.15 When the Construction Manager considers each Contractor's Work or a designated portion thereof is substantially complete, the Construction Manager shall, jointly with the Contractor, prepare a list of incomplete or unsatisfactory items and a schedule for their completion. The Construction Manager shall assist the Owner in conducting inspections to determine whether the Work or designated portion thereof is substantially complete. § 2.2.16 When the Work or designated portion thereof is substantially complete, the Construction Manager shall prepare a Certificate of Substantial Completion. The Construction Manager shall submit the executed Certificate to the Owner and Contractor. The Construction Manager shall coordinate the correction and completion of the Work. Following issuance of a Certificate of Substantial Completion of the Work or a designated portion thereof, the Construction Manager shall evaluate the completion of the Work of the Contractor or Multiple Prime Contractors and make recommendations to the Owner when Work is ready for final inspection. The Construction Manager shall assist the Owner in conducting final inspections. § 2.2.17 The Construction Manager shall forward to the Owner the following information received from the Contractor or Multiple Prime Contractors (1) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; and (2) any other documentation required of the Contractor under the Contract Documents, including warranties and similar submittals. § 2.2.18 The Construction Manager shall deliver all keys, manuals, record drawings and maintenance stocks to the Owner. The Construction Manager shall forward to the Owner a final Project Application for Payment and Project Certificate for Payment or final Application for Payment and final Certificate for Payment upon the Contractor's compliance with the requirements of the Contract Documents. § 2.2.19 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Construction Manager shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE ADDITIONAL SERVICES § 3.1 Any Services not specifically referenced herein shall he deemed to be Additional Services. § 3.1.1 Additional Services may include, but is not necessarily limited to, the following: .1 Architectural interior design; .2 Furniture, fumishings, and equipment design; .3 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .4 Services necessitated by the enactment or revision of codes, laws or regulations or official interpretations after the date of this Agreement; .5 Preparation of documentation for alternate bid or proposal requests proposed by the Owner; .6 Preparation for, and attendance at, a public presentation, meeting or hearing; .7 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Construction Manager is party thereto; .8 Providing consultation concerning replacement of Work resulting from fire or other cause during construction and furnishing services required in connection with the replacement of such Work; .9 Assistance to the Initial Decision Maker; or .10 Service as the Initial Decision Maker. § 3.2 The Construction Manager shall provide Additional Services only if specifically requested in writing. Except for Additional Services required due to the fault of the Construction Manager, any Additional Services provided shall entitle the Construction Manager to compensation pursuant to Article 9. § 3.3 Upon recognizing the need to perform Additional Services, the Construction Manager shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Construction Manager shall not proceed with Additional Services without the Owner's written authorization. § 3.4 If the services covered by this Agreement have not been completed within thirty (30) days of the date of this Agreement, through no fault of the Construction Manager, extension of the Construction Manager's services beyond that time shall be compensated as Additional Services. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including the Owner's program, other objectives, schedule, constraints and criteria, special equipment, systems, and site requirements. Within 15 days after receipt of a written request from the Construction Manager, the Owner shall furnish the requested information as necessary and relevant for the Construction Manager to evaluate, give notice of, or enforce any lien rights, if any. § 4.2 The Owner shall establish and periodically update the Owner's budget for the Project. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Construction Manager. The Owner, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the budget for the Cost of the Work or in the Project's scope and quality. § 4.3 The Owner acknowledges that accelerated, phased or fast-track scheduling provides a benefit, but also carries with it the risk of additional costs If the Owner selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. § 4.4 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions pertaining to documents the Construction Manager submits in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Construction Manager's services. § 4.5 The Owner shall coordinate the services of its own consultants with those services provided by the Construction Manager. Upon the Construction Manager's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in this Agreement, or authorize the Construction Manager to furnish them as an Additional Service, when the Construction Manager requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintain professional liability insurance and other liability insurance as appropriate to the services provided. § 4.6 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 4.7 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 4.5 The Owner shall provide prompt written notice to the Construction Manager if the Owner becomes aware of any fault or defect in Project, including any fault or defect in the Construction Manager's services. § 4.9 The Owner reserves the right to perform construction and operations related to the Project with the Owner's own forces, and to award contracts in connection with the Project which are not part of the Construction Manager's responsibilities under this Agreement. The Construction Manager shall notify the Owner if any such independent action will interfere with the Construction Manager's ability to perform the Construction Manager's responsibilities under this Agreement. When performing construction or operations related to the Project, the Owner agrees to be subject to the same obligations and to have the same rights as the Contractors. § 4.10 The Owner shall endeavor to communicate with the Contractor and the Construction Manager's consultants through the Construction Manager about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the Construction Manager of any direct communications that may affect the Construction Manager's services. § 4.11 The Owner shall provide the Construction Manager access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Construction Manager access to the Work wherever it is in preparation or progress. ARTICLE 5 COST OF THE WORK § 5.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project and shall include the contractors' general conditions costs, overhead and profit. § 5.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and may be adjusted throughout the Project. It is recognized that neither the Construction Manager nor the Owner has control over the cost of labor, materials or equipment, over Contractors' methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Construction Manager cannot and does not warrant or represent that bids or negotiated prices will not vary from the budget proposed, established or approved by the Owner, or from any cost estimate or evaluation prepared by the Construction Manager. ARTICLE 6 CLAIMS AND DISPUTES § 6.1 Prior to the initiation of any legal proceeding, the parties agree to submit all claims, disputes or controversies arising out of or in relation to the interpretation, application or enforcement of this Agreement to non-binding mediation. Mediation shall be conducted under the auspices of the American Arbitration Association or such other mediation service or mediator upon which the parties agree. The cost of Mediation shall be shared equally. The party seeking to initiate mediation shall do so by submitting a written request to the other party to this Agreement within the period specified by applicable law, but in any case not more than I year after the date of Substantial Completion of the Work. This Article shall survive completion or termination of this Agreement. ESI and Owner waive all claims and causes of action not commenced in accordance with this Article 6. § 6.2 ESI and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to alt consequential damages due to either party's termination of this Agreement. ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 Either party may terminate this Agreement upon not less than ten (10) days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. ARTICLES MISCELLANEOUS PROVISIONS § 8.1 This Agreement shall be governed by the law of the place where the Project is located. § 8.2 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Construction Manager. § 8.3 Unless otherwise required in this Agreement, the Construction Manager shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 8.4 The Construction Manager shall have the right to include photographic or artistic representations of the design of the Project among the Construction Manager's promotional and professional materials. The Construction Manager shall be given reasonable access to the completed Project to make such representations. However, the Construction Manager's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Construction Manager in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Construction Manager in the Owner's promotional materials for the Project. § 8.5 If the Construction Manager or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it In any other person except to (1) its employees, (2) those who need to know the content of such information in order to perform services or constmction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 9 COMPENSATION § 9.1 For the Construction Manager's Construction Phase Services described under Article 2, the Owner shall compensate the Construction Manager as follows: Stipulated Sum of Four Thousand Two Hundred and No/100 Dollars ($4,200), plus Supervision at the hourly billing rates set forth in Section 9.3, not to exceed Two Thousand and No/100 Dollars ($2,000). § 9.2 For Additional Services designated in Article 3, the Owner shall compensate the Construction Manager as follows: Sixty and No/100 ($60.00) per hour. § 9.3 The hourly billing rates for services of the Construction Manager are set forth below. Em to ee or Cate ory _ Rate $0.00) § 9.4 Compensation for Reimbursable Expenses § 9.4.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Construction Manager directly related to the Project, as follows: .1 Fees paid for securing approval of authorities havingjurisdiction over the Project .2 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; and .3 All taxes levied on professional services and on reimbursable expenses. § 9.5 Payments to the Construction Manager § 9.5.1 Payments for services shall be made monthly in proportion to services performed. Payments we due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid forty-five (45) days after the invoice date shall bear interest at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. § 9.5.2 The Owner shall not withhold amounts from the Construction Manager's compensation to impose a penalty or liquidated damages on the Construction Manager, or to offset sums requested by or paid to Contractors for the cost of changes in the Work unless the Construction Manager agrees or has been found liable for the amounts in a binding dispute resolution proceeding. eTRAKiT Page 1 of 1 Home l Setup an Account l Log In LOGIN ©REMEMBER ME Forgot Password! Permits Apply Search Pay Fees Licenses Search Trade Licenses Search Public Works Inspections Schedule Cancel Elevators Search Elevators Violations Search Shopping Cart Pay All Fees Contact Contact us Public Works Search .0 search main Download Results Printable View '';Firsti Prev!':Pagel oft Nex[_j Lastj Details - License Number: PWC -C-11288 Registration ll: PWC -C-11288 Issue: 7/24/2014 Expire: 7/31/2015 Type: PUBLIC WORKS Sub -Typo: UNLIMITED Status: ACTIVE Company: Engineered Structures, Inc. Phone: (208)362-3040 Cell: (208) 867-1977 Pager: Fax: (208)362-3113 Owner Name: The Division of Building Safety, makes every egad to produce and publish the most cudent and accurate information possible. No wamntles, expressed or implied, are pmvided forte data herein, its use, or its interpretation. Utilization of this website indicates understanding and acceptance of this stalement. 1-800-9553044,1090 E Walerlowxr St, Suite 150 Manahan 10 83642 HOME I CONTACT https://web.dbs.idaho.gov/etrakit3/CustonAdaho PublieWorksSearchRslts.aspx 2/26/2015 IDSOS Viewing Business Entity Page 1 of 2 IDAHO SECRETARY OF STATE Viewing Business Entity 0 Lawerence Denney, Secretary of State [ New Search ] [ Back to Summary ] [ Get a certificate of existence for ENGINEERED STRUCTURES. INC. ] [ Monitor ENGINEERED STRUCTURES. INC. business filings ] ENGINEERED STRUCTURES, INC. 3330 E LOUISE DR STE 300 MERIDIAN, ID 83642 Type of Business: CORPORATION, GENERAL BUSINESS Status: GOODSTANDING State of Origin: IDAHO Date of 17 Dec 1992 Origination/Authorization: Current Registered Agent: THOMAS D HILL 3330 E LOUISE DR STE 300 MERIDIAN, ID 83642 Organizational ID / Filing C100423 Number: Number of Authorized Stock 10000 Shares: Date of Last Annual Report: 21 Dec 2014 Annual Report Due: Dec 2015 Original Filing: [ Help Me Print/View TIFF ] Filed 17 Dec 1992 INCORPORATION View Image (PDF format) View Image (TIFF format) Amendments: [ Help Me Print/View TIFF ] Amendment Filed 28 May NAME CHANGED View Image (PDF format) 1993 TO ENGINEERED View Image (TIFF format) STRUCTURES, INC. Annual Reports: [ Help Me Print/View TIFF ] Report for year 2014 ANNUAL REPORT View Document Online Report for year 2013 ANNUAL REPORT View Document Online Report for year 2012 ANNUAL REPORT View Document Online Report for year 2011 CHNG OFF/DIR Report for year 2011 CHANGE ADDRESS Report for year 2011 CHNG RA/RO View Image (PDF format) View Image (TIFF format) View Image (PDF format) View Image (TIFF format) View Image (PDF format) View Image (TIFF format) http://www.accessidaho.org/public/sos/corp/Cl00423.html 2/26/2015