HomeMy WebLinkAbout18- Professional Services Agreement - ThinkOne - Architectural Design Services for the Bozeman Public Safety Facility PROFESSIONAL ARCHITECTURAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this Z9 T4day of d(+4,Ctf , 20 lS, by
and between the CITY OF BOZEMAN, MONTANA, a municipal corporation organized and
existing under the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana 59771,
hereinafter referred to as "City," and, ThinkOne, 101 East Main Street, Studio One, Bozeman, MT
59715, hereinafter referred to as "Architect."
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereof being hereby acknowledged, the parties hereto agree as follows:
1. Purpose: City agrees to hire Consultant as an independent contractor to perform for
City services described in the Scope of Services attached hereto as Exhibit"A" and by this reference
made a part hereof.
2. Effective Date: This Agreement is effective upon the date of its execution and will
terminate on the completion of the work outlined in Exhibit "A" Scope of Services.
3. Scope of Work: Consultant will perform the work and provide the services in
accordance with the requirements of the Scope of Services attached hereto. For conflicts between
this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement
governs.
4. Payment: City agrees to pay Architect for invoiced design and planning services as
described in the scope of work (exhibit A). Total cost for services shall not exceed $19,990. Any
alteration or deviation from the described work that involves additional costs above the Agreement
amount will be performed by Architect after written request by the City,and will become an additional
charge over and above the contract amount. The parties must agree in writing upon any additional
charges.
5. Consultant's Representations:
To induce City to enter into this Agreement, Architect makes the following representations:
a. Architect has familiarized itself with the nature and extent of this Agreement, the
Scope of Services, and with all local conditions and federal, state and local laws, growth policies,
adopted plans of the City, ordinances, rules, and regulations that in any manner may affect cost,
progress or performance of the Scope of Services.
b. Architect represents and warrants to City that it has the experience and ability to
perform the services required by this Agreement; that it will perform said services in a professional,
competent and timely manner and with diligence and skill; that it has the power to enter into and
perform this Agreement and grant the rights granted in it; and that its performance of this Agreement
shall not infringe upon or violate the rights of any third party,whether rights of copyright,trademark,
privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal,
state and municipal laws. The City will not determine or exercise control as to general procedures or
Professional Services Agreement for Architectural Services
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formats necessary to have these services meet this warranty.
6. Independent Contractor Status: The parties agree that Architect is an independent
contractor for purposes of this Agreement and is not to be considered an employee of the City for any
purpose. Architect is not subject to the terms and provisions of the City's personnel policies handbook
and may not be considered a City employee for workers' compensation or any other purpose.
Architect is not authorized to represent the City or otherwise bind the City in any dealings between
Architect and any third parties.
Architect shall comply with the applicable requirements of the Workers' Compensation Act,
Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71,
MCA. Architect shall maintain workers' compensation coverage for all members and employees of
Architect's business, except for those members who are exempted by law.
Architect shall furnish the City with copies showing one of the following: (1) a binder for
workers' compensation coverage by an insurer licensed and authorized to provide workers'
compensation insurance in the State of Montana; or (2) proof of exemption from workers'
compensation granted by law for independent contractors.
7. Indemnity/Waiver of Claims/Insurance: For other than professional services
rendered, to the fullest extent permitted by law, Architect agrees to defend, indemnify, and hold the
City harmless against claims, demands, suits,damages,losses,and expenses connected therewith that
may be asserted or claimed against,recovered from or suffered by the City by reason of any injury or
loss, including but not limited to,personal injury, including bodily injury or death,property damage,
occasioned by, growing out of, or in any way arising or resulting from any intentional or negligent
act on the part of Architect or Architect's agents or employees.
For the professional services rendered,to the fullest extent permitted by law, Architect agrees
to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and
expenses,including reasonable defense attorney fees,to the extent caused by the negligence or willful
misconduct of the Architect or Architect's agents or employees.
Architect also waives any and all claims and recourse against the City or its officers, agents
or employees, including the right of contribution for loss or damage to person or property arising
from, growing out of, or in any way connected with or incident to the performance of this Agreement
except"responsibility for his own fraud, for willful injury to the person or property of another, or for
violation of law, whether willful or negligent" as per 28-2-702, MCA.
Should City be required to bring an action against the Architect to assert its right to defense
or indemnification under this Agreement or under the Architect's applicable insurance policies
required below the City shall be entitled to recover reasonable costs and attorney fees incurred in
asserting its right to indemnification or defense but only if a court of competent jurisdiction
determines the Architect was obligated to defend the claim(s) or was obligated to indemnify the City
for a claim(s) or any portion(s)thereof.
Professional Services Agreement for Architectural Services
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The above obligations shall survive termination of this agreement.
In addition to and independent from the above, Architect shall secure insurance coverage
acceptable to the City and furnish to the City an accompanying certificate of insurance issued by a
company authorized to do business in the State of Montana in amounts not less than as follows:
• Workers' Compensation - statutory
• Employers' Liability- $1,000,000 per occurrence; $2,000,000 annual aggregate
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate
• Automobile Liability- $1,000,000 property damage/bodily injury; $2,000,000 annual
aggregate
• Professional Liability- $1,000,000 per claim; $2,000,000 annual aggregate
The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional
or named insured on a primary non-contributory basis on both the Commercial General and
Automobile Liability policies. The insurance and required endorsements must be in a form suitable
to City and shall include no less than a thirty(30) day notice of cancellation or non-renewal. The City
must approve all insurance coverage and endorsements prior to the Architect commencing work.
8. Professional Service: Architect agrees that all services and work performed
hereunder will be accomplished in a professional manner.
9. Compliance with Laws: Architect agrees to comply with all federal, state and local
laws, ordinances, rules and regulations, including the safety rules, codes, and provisions of the
Montana Safety Act in Title 50, Chapter 71, MCA. Architect agrees to purchase a City business
license.
10. Nondiscrimination: The Architect will have a policy to provide equal employment
opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations,
and contracts. The Architect will not refuse employment to a person,bar a person from employment,
or discriminate against a person in compensation or in a term, condition, or privilege of employment
because of race, color, religion, creed,political ideas, sex, age, marital status, national origin, actual
or perceived sexual orientation, gender identity, physical or mental disability, except when the
reasonable demands of the position require an age,physical or mental disability,marital status or sex
distinction. The Architect shall be subject to and comply with Title VI of the Civil Rights Act of
1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. The
Architect shall require these nondiscrimination terms of its sub-consultants providing services under
this agreement.
11. Default and Termination: If either party fails to comply with any condition of this
Agreement at the time or in the manner provided for,the other party, at its option,may terminate this
Agreement and be released from all obligations if the default is not cured within ten (10) days after
Professional Services Agreement for Architectural Services
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written notice is provided to the defaulting party. Said notice shall set forth the items to be cured.
Additionally, the non-defaulting party may bring suit for damages, specific performance, and any
other remedy provided by law. These remedies are cumulative and not exclusive. Use of one remedy
does not preclude use of the others. Notices shall be provided in writing and hand-delivered or mailed
to the parties at the addresses set forth in the first paragraph of this Agreement.
12. Modification and Assignability: This document contains the entire agreement
between the parties and no statements, promises or inducements made by either party or agents of
either party, which are not contained in this written Agreement, may be considered valid or binding.
This Agreement may not be enlarged,modified or altered except by written agreement signed by both
parties hereto. The Architect may not subcontract or assign Architect's rights, including the right to
compensation or duties arising hereunder, without the prior written consent of City. Any
subcontractor or assignee will be bound by all of the terms and conditions of this Agreement.
13. Ownership and Publication of Materials: All reports, information, data, and other
materials prepared by the Architect pursuant to this Agreement, except those separately identified in
the Scope of Services or in other written agreements between the parties, are jointly owned by the
Architect and the City. The City has authority to release, publish or otherwise use, in whole or part,
reports, information, data and other materials prepared by Architect pursuant to this Agreement,
except those separately identified in the Scope of Services or in other written agreements between the
parties. Any re-use without written verification or adaptation by the Architect for the specific purpose
intended will be at the City's sole risk and without liability or legal exposure to the Architect. No
material produced in whole or in part under this Agreement may be copyrighted or patented in the
United States or in any other country without the prior written approval of the City.
14. Liaison: City's designated liaison with Architect is Chuck Winn, Assistant City
Manager and Architect's designated liaison with City is Bill Hanson, Thinkone Architecture.
15. Applicability: This Agreement and any extensions hereof shall be governed and
construed in accordance with the laws of the State of Montana.
16. Reports/Accountability/Public Information: Architect agrees to develop and/or
provide documentation as requested by the City demonstrating Architect's compliance with the
requirements of this Agreement. Architect shall allow the City, its auditors, and other persons
authorized by the City to inspect and copy its books and records for the purpose of verifying that the
reimbursement of monies distributed to Architect pursuant to this Agreement was used in compliance
with this Agreement and all applicable provisions of federal, state, and local law. The Architect shall
not issue any statements, releases or information for public dissemination without prior approval of
the City.
17. Non-Waiver: A waiver by either party any default or breach by the other party of any
terms or conditions of this Agreement does not limit the other party's right to enforce such term or
conditions or to pursue any available legal or equitable rights in the event of any subsequent default
or breach.
Professional Services Agreement for Architectural Services
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18. Attorney's Fees and Costs: That in the event it becomes necessary for either Party of
this Agreement to retain an attorney to enforce any of the terms or conditions of this Agreement or to
give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled
to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel to include
City Attorney.
IN WITNESS WHEREOF,the parties hereto have executed this instrument the day and year
first above written.
CITY OF BOZEMAN, MONTANA Thinkone
_ ARCHI ECT
By � By Zk_-�
Andrea Surratt, City Manager
Bill Hanson
Print Title: f i'ej;'( a'V r-
APPROVED AS TO FORM:
B
G eg ullivan, Bozeman City Attorney
Professional Services Agreement for Architectural Services
Page 5 of 5
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February 15,2018
Mr. Chuck Winn,Assistant City Manager
City of Bozeman
121 North Rouse Ave.
Bozeman, Montana 59715
Re: Professional Design Services—Bozeman Public Safety Facility
Chuck,
We are pleased to submit for your review our proposal for program validation and concept design development
for the proposed Bozeman Public Safety Facility. This effort will be focused on validation of program needs for a
new proposed Fire Station#1 in conjunction with the Bozeman public services originally included in the Rouse
Justice Center Project. The goal of this effort is to provide the Bozeman City Commission a concept level design
that validates the overall arrangement of each program area, preferred site arrangement,conceptual building
elevations and updated preliminary cost estimates.
Our work to accomplish these design objectives will include these key elements of work:
Program Validation:
• Meeting with Fire personnel to validate program space needs for the new Fire Station#1.
• Meeting with Bozeman Police, Municipal Courts,City Attorney and Victim Witness staff to validate current
design and programmed spaces in original design.
• Document program spaces for facility identifying key shared areas and areas of operational efficiency.
• Develop a concept level plan showing integration of Fire Station to existing design. It is anticipated the
original plan for the Rouse Justice Center will remain largely unchanged except for area where Fire Station
is integrated.
• We anticipate two meetings with Fire Department personnel and one meeting with Police—Municipal
Courts—City Attorney staff during this work element. (Three meetings total)
Concept Floor Plan Development:
• Develop concept level plans for proposed Fire Station#1. All programmed spaces will be identified in the
plan showing adjacencies and general layout.
• Consider plan changes to the original Rouse Justice Center plan to accommodate integration with
proposed Fire Station#1. This will include minor plan modifications to the original design primarily
focused in area of connection to the proposed Fire Station#1.
• Focus on finding functional elements that can be shared between building occupants.
Concept Site Plan Development:
• Develop a functional site plan identifying public and secure parking areas and traffic flow throughout the
site.
• Identify site open space and areas for future expansion.
• This effort will not include any formal grading design or storm water design.
ThinkOne 101 East Main,Suite 1-Bozeman,Montana (406)586-7020
Concept Level Elevation Sketches:
• Develop concept level design sketches showing integration of the proposed Fire Station#1 with the
original design of the Rouse Justice Center. This effort may include recommended modifications to the
design vocabulary of the integrated facility. Sketches will be rough concept sketches in two dimensions.
The sketches will be colored and be developed to clearly reflect proposed imagery
• This effort will not include any detailed investigation of structural elements or finish detail.
Cost Estimating:
• Coordinate with the original project GCCM to update and validate original cost estimate(DID level design)
for the original Rouse Justice Center. This effort will largely be validation of the material unit costs and
labor costs, it will not be a complete re-investigation of the design.
• Estimate additional site development costs due to the addition of Fire Station#1. This effort will be based
on per-square-foot basis for paving,sidewalks,storm water systems,and landscape development.
• Develop a concept level cost estimate for the proposed Fire Station#1. This estimate will be on a square-
footage basis based on the current design for the new Belgrade Fire Station we have bidding now.
Meetings/Presentations:
• Assume three(3)meetings with Fire/Police/Municipal Court/City Attorney during program validation
and concept plan development.
• Assume two(2) meetings with City of Bozeman staff—Steering Committee during design effort to discuss
options,costs,etc.
• Assume one(1)formal presentation to the City of Bozeman Commission at a date determined by staff.
Schedule:
We understand time is critical for this effort. We anticipate beginning with the program validation effort and
concept design the week of February 12th. The program validation and concept design effort will take four weeks.
Once the design is developed and approved we will work on the cost estimating and developing presentation
materials for the City Commission. This will add one—two weeks. Considering this as a best-case scenario,we
would anticipate a complete package being available for presenting to the City Commission the second half of
March.
Fee Proposal:
We would recommend proceeding on an hourly-not-to-exceed basis for this effort. We propose a guaranteed
maximum fee of twenty thousand dollars($20,000). This maximum fee will include all labor and standard
reimbursable expenses for printing,etc.
Please consider this proposal and please call with any questions or if you need additional detail. It is our hope to
work very efficiently with you to quickly answer questions of functional benefit,operation efficiency and cost. We
thank you for this opportunity and look forward to working with you and the City of Bozeman Staff on this much
needed public service facility.
Sincerely,
William Hanson, President
ThinkOne
ThinkOne 101 East Main,Suite 1-Bozeman,Montana (406)586-7020
Robin Crough
From: Bill Hanson <bhanson@think1.com>
Sent: Wednesday, May 30, 2018 3:09 PM
To: Robin Crough
Cc: Chuck Winn; ericav@think1.com
Subject: RE: Bozeman Public Safety Facility Scope of Work Needed
Attachments: Design Proposal Letter-Rev 2 2_15_18.pdf
Robin,
Attached is the original proposal letter I sent Chuck back in February. The only change in this original scope of work was
us needing to cover some costs by Langlas for their estimating purposes. We allotted a maximum of$5000 of the
original fee to pay for Langlas' work. To accomplish this we reduced our efforts by not developing building elevations, or
renderings of the building.
I hope this is what you need!
Bill
N Ghinm ne
rvmunmrirtc
William A. Hanson, AIA
President-ThinkOne
101 East Main, Studio One
Bozeman, Montana 59715
Phone: (406) 586-7020
Fax: (406) 586-8470
From: Robin Crough <RCrough@BOZEMAN.NET>
Sent:Wednesday, May 30, 2018 12:12 PM
To: 'Bill Hanson' <bhanson@thinkl.com>
Subject: Bozeman Public Safety Facility Scope of Work Needed
Hi Bill,
We have an executed professional services agreement for the BPSF dated March 29", 2018 but we're missing a scope of
work to associate with this. Could you please send me either a scope or the original proposal you sent to Chuck if it's not
any different than what was agreed?
Thanks,
Robin
Robin Crough, MPA I City Clerk
City of Bozeman 121 N. Rouse Ave. I Bozeman, MT 59715
D: 406.582.2321 C: 406.600.1057
www.bozeman.net
i
BOZEMANMT
City Or-rk
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