HomeMy WebLinkAbout04- Springer Group Architects Professional Services Agreement
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PROFESSIONAL SERVICES AGREEMENT
THIS IS AN AGREEMENT made as of _ Jul y 19, 2004 , between THE CITY OF BOZEMAN, a
Municipal Corporation, 411 East Main Street, Bozeman, Montana, 59715 (OWNER) and Sprin2er GrQ!ill
Ar:ehite~J.h P.C, 201 South Wallace Ayenue, Bozeman, Montana, (ARCHITECT).
Whereas the accomplishment of the work and service described in this Agreement is essential to the OWNER'S
public works improvement program.
Whereas the OWNER intends to and has selected the ARCHITECT to provide necessary and professional
architectural services for the project.
Whereas the ARCHITECT represents that it is willing and qualified to perfoffil the professional architectural
services for this project described in this Agreement.
Therefore, in consideration of the foregoing recitals and the mutual covenants and conditions contained hcrein, the
parties agree as t()llows:
The conditions and provisions set forth in the attached EXHIBIT A, ARCIIITECT'S 81' ATUS DURING
CONSTRUCTION EXHIBIT, are hereby incorporated in and made part of this Agreement.
ARTICLE 1 - PROJt<:CTf'COrE
1.1, The description of the specific project componcnts is described as follows:
A. In conjunction with the City's primary Transfer Station design consultants (Allied Engineering Services, Ine.
and SCS Engincers Inc.), provide building cxterior elevation and detail drawings and specifications matching
the format and size of the drawings/specifications prepared by AlIied/SCS. The architect will work on the
design following the same deliverable schedule that Allicd/SCS will follow. The architect must identify the
key architectural features of the facility at the preliminary dcsign stage so the design can proceed without
major changes in latcr design stages. The architect shall bc prepared to develop and present the applicable
land use application(s) to the City agencies responsible for planning and engineering review, including but
not limited to, meetings and hearings before the City's Design Review Board, Dcvelopment Review
Committee, Planning Board City Commission state agencies and neighborhoods as rcquested.
13. Identify and describe by size and function, the possible addition of City Shops and Maintenance l3uiIding(s) to
be located on the 85+ acre Mandeville site for inclusion in the master planning process. The architect will
develop only preliminary schcmatic designs of the possible additional City Shops and Maintenance buildings.
All other possible future buildings, street aecesses, water, sewer, and other infrastructurc designs will be included
in the master planning proeess.
C. Prepare preliminary schematic drawings for such buildings as may become necessary to adequately
address such facilities and buildings as described in Paragraph B above. Final dcsign and Construction
Documents for these buildings will be considered additional services and/or a fixed amount may be agreed
upon prior to delivering said serviecs
1.2. Upon the completion of the tasks outlined in section 1.1 and upon approval of the City of Bozeman, the
ARCIIITECT shall create a Site Master Plan which description of the specific project components is described as
follows:
A. Prepare a Site Master Dcvelopment Plan in accordance with section 1.1 above, and expanding upon the
adopted Bozeman 2020 Growth Policy for the 85+ acre Mandeville site. The plan shall address and account
for the possible future relocation of various municipal departments and facilities (City Shops,
Administrative office complex, miscellaneous related facilities and stmctures), make recommendations
regarding best future uses of the property and make recommendations regarding future access and other
infrastmcture to thc site. The architect shall be prepared to present the Master Development Plan to the City
agencies responsible for planning and engineering review, including but not limited to, meetings and
hearings beforc the City's Design Review Board, Development Review Committee, Planning Board and
City Commission as requested.
1.3. The detailed scope of services under this contract arc set forth in this agreement and the attached EXHIBITS
ARTICLE 2 - TIlILARCIIITECT'S BASIC SERVICI<:S
2. I The Architect's Basic Services consist of the phases described below. The Architect will provide a
principal contact pcrson for the project. The contact person for this project will be Doug Morley.
2.2 The Architect acknowledges that the architectural services provided to, or for the benefit of the
Owner, includes reasonable justification or explanation of the Architect's professional decisions;
those decisions may be reasonably relied upon by a contractor, professional or any other party
delivering services to or installing work for the Owner in accordance with the Project for which
the Architect was retained by the Owner.
2.3 The Architect shall take minutes of all mectings and distribute typewritten copies to all parties
attending the meeting unless fonnal minutes of the meeting are prepared by others.
2.4 The Architect shall review the program and project architectural budget furnished by the Owner
and make recommendations for the requirements of the project. The Architect shall review and
confirm the understanding of these requirements and other design parameters with the Owner. The
Architect shall furnish information required of him as expeditiously as necessary for the orderly
progress of the Work.
2.5 The Architect shall be responsible f(x providing the local building code o11icial with the required
number of sets of plans and specifications at each review, and will coordinate the review with the
State Building Code Division if required.
A. SCHEMATIC r:)"E:SIGU.PIIASE
I. The Schematic Design Phase shall commence with the signing of this Contract and shall be
complete with the Owner's approval of the Schematic Design Documents. The Schematic Design
Documents shall constitute approximately 10% of the total design dl(xl,
2. The Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting
of drawings, outline specifications and other documents to fix and describe the size and character
of the entire Project as to the architectural, structural, mechanical, electrical systems and such
other essentials as may be appropriate.
I. The Architect shall provide three (3) sets of Schematic Design Documents including Estimate of
Construction Cost to the City of Bozeman, for review.
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B. DESIGN DEVELOPMENT PHASE
I. The Design Development Phase shall commence with the Owner's approval of the Schematic
Design Documents and shall be complete with the Owner's approval of the Design Development
Documents.
2. The Architect shall prepare, for approval by the Owner, Design Development Documents
consisting of drawings, sketches, specifications, Estimate of Construction Cost, and similar
documents necessary to fix and describe the size and character of the entire Project as to the
architectural, structural, mechanical, electrical systems and other clements as defined in the
Project Scope.
3. All design elements related to accessibility requirements for municipal buildings and facilities
specified in the Americans With Disabilities Act will be incorporated in to the Design Documents.
4. Design Development Documents shall constitute 30% of the total design effort.
5. The Architect shall three (3) sets of Design Development Documents, including the Estimate of
Construction Cost to the Owner for review.
C. CONSTRUCTION DOCUMI]N1:..E!IA--,~g
1. The Construction Document Phase shall commence with the Owner's approval of the Design
Development Documents and shall be complete with the Owner's Approval of the final Plans and
Specifications and the final Estimate of Construction Cost.
2. Based on the approved Design Development Documents and any adjustments required in the
scope of work or construction budget, the Architect shall prepare, for approval by the Owner,
Working Drawings and Specifications. These documents shall set forth, in detail, the requirements
for the construction of the entire Project including the necessary bidding information and the
Conditions of the Contract.
3. During the preparation of these documents, the Architect shall advise the Owner of any
adjustments to the previous estimates of Construction cost indicated by changes in requirements or
general market conditions and revise the Project accordingly, with the cooperation of the Owner.
4. The Architect shall assist the Owner in filing the required documents f(lr the approval of
govemmental authorities having interest in the Project.
5. The Architect shall provide three (3) sets of Construction Documents including the estimate of
Construction Cost to the City of Bozeman, for review. This final review shall constitute a
submission of the Plans and Specifications at 95% completion ofthe design ef1(lft where the
remaining 5% shall consist of incorporating final review comments and inelusion of the "Boiler
Plate." The Architect shall request the "Boiler Plate" and essential bidding infomlation !'rom the
Owner upon submission of the Plans and Specifications for final review.
6. The Architect shall make all corrections, additions, or deletions to the Construction Documents
prior to distribution without the use of addenda, unless approved by the Owner.
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7. The Architect shall be responsible for providing the local building of1icial with two (2) sets of
plans and specifications at the final review phase. Prior to the approval of the Documents by the
Owner, the Architect shall submit the Construction documents for the Project to the specific
agencies in the City of Bozeman administering all applicable building codes, regulations, laws and
ordinanccs concerning construction of the proposed facility. Any costs associated with building
pennit fees or plan check fees shall be the responsibility of the Owner. The Architect shall make
written request of these agencies for he requisite approvals, and any changes necessary to obtain
such approval, other than changes necessary to address pre-existing conditions, shall be made by
the Architect at the Architect's expense.
8. The Architect shall furnish and distribute three (3) sets of Construction Documcnts, for bidding
purposes, which includest~)!!illlto the City of Bozeman, for record office sets.
9. The Construction Documents Phase shall constitute 40% of the total design effort.
D. BIDDING PHASE
1. The Bidding Phase shall commence with the incorporation of final review commcnts and the
Owner's approval of the Plans and Specifications and the final Estimate of Construction cost and
shall be completc with the issuance of thc Notice to proceed of the Construction Contract.
2, The Architect, following the Owner's approval of the Construction Documents and the latest
Estimatc of Construction Cost, shall assist the Owner in obtaining bids in the awarding
Construction Contracts. Any intcrpretation of the Contract Documents to be made by the Architect
will be issued to all plan holders by addenda. The Architect will not issue any addenda within
seven (7) days of the bid opening without pennission of the Owner.
3. The Architect shall coordinate with and assist AlliedlSCS at a pre-bid conference for all
Contractors and sub-Contractors that express interest in bidding on the project.
4. The Architect will, in conjunction with Allied/SCS, review all bids received and make written
recommendations to AlliedlSCS regarding the award of the bid to the lowest responsive and
responsible bidder.
5. Upon successful award of the contract the Architect will assist Allied/SCS in preparing the
Construction Contract for the project.
6. Bidding Phase shall constitute 10% of the total design effort.
D,CQNSTRU<::;TION PBA.~D~APMf1'>,!I~T({-^TION OF THE CONSTRUCTION CONTRACT
I, The Construction Phase will commence with the issuance of the Notice to Proceed of the
Construction Contract and will tcrminate when the Contractor has completed the corrections from
the warranty inspection.
2. The Architect shall assist in the Administration of the Construction Contract as sct forth in Exhibit
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A, and the extent of his duties, responsibilities and the limitations of his authority shall be
consistent with the tenllS of this contract.
3. The Architect, as a representative of the Owner during the Construction Phase, shall advisc and
consult with the Owner and with the Owner's Consultant, Allied Engineering Inc. The Architcct
shall have authority to act on behalf of the Owner on issues related to the Architectural portion of
the project to the extent provided in Exhibit A unless otherwise moditicd in writing.
4. The Architect, in cooperation with the Owner, shall attend the pre-construction mecting, after thc
Owner has given Notice to Proceed to the Contractor. The Architect shall take minutes ofthc
meeting and distribute typewritten copies to all parties attending the meetings.
5. The Architect shall at all times havc access to thc Work wherever it is in preparation or progress.
6. The Architect shall visit the project site at least once a week to familiarize himself with thc
progress and quality of thc work and to detcrmine if the work is proceeding in accordance with the
contract documents. 'fhe Architect shall participate in (weekly/monthly) job meetings with the
Contractor's and Owncr's representativcs, take minutes of all meetings and distribute typewritten
eopics within five (5) calendar days to all parties in attcndancc.
7. The Architect shall furnish the Owncr with written field reports, on a form approved by the
Owner, within five (5) calendar days of the project site visit. The Architect's representative shall
be qualified to inspect the work involved and shall be approved by the Owner. On the basis of his
on-site observations, he shall endeavor to guard the Owner against defects and deficiencies in the
work of the Contractor. ARCHITECT will not be responsible for CONTRACTOR's means, methods,
techniques, sequences or procedures of construction, or the safety precautions and programs incident
thcreto, and ENGINEER will not be responsibIc for CONTRACTOR's failure to perform or furnish the
Work in accordance with the Contract Documents; however, nothing contained in this agreement shall
be construed to release ENGINEER from liability for failure to properly perfonn duties and
responsibilities assumed by ENGINEER in the Contract Documents.
R. Based on such observations at the site and on the Contractor's application for payment, the
Architect shall determine the amount owing to the Contractor for the architectural portion of the
work and shall act in concert with Allicd Engineering in the preparation of pay requests. The
issuancc of a Pcriodic Estimate for Partial Payment shall constitutc a representation by the
Architect to the Owner that the work has progressed to the point indicated; that to the best of the
Architect's knowledgc, information and belief, the quality ofthc Work is in accordance with the
Contract Documents; and that the Contractor is cntitled to paymcnt in the amount certified. If, in
the Architect's opinion, the Contractor is not entitled to the amount requested, he shall evaluate
what percentage is due, inform the Owner and then return thc Periodic Estimatc fix Partial
payment to the Contractor for revision.
9. The Architect will document material storage on site in any request for reimbursemcnt by the
Contractor for materials that are purchased for tile project but not installed.
10. The Architect shall be, in the first instance, the interpreter of the requirements of the Contract
Documents and the impartial judge of the performance thereunder. All such interpretations shall
be in writing and issued to the Contractor and Owncr by thc Architcet. Any interprctation
involving additional time or moncy, will bc approved by the Owner prior to its exccution.
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11. The Architect shall have authority to reject work which docs not conf()rm to the Plans and
Specifications. Thc Architect shall advise the Owner of any and all rcjceted work and, if in his
reasonable opinion, it may be necessary to stop work. The Owner will issue any Stop Work Orders
to the Contractor.
12. The Architect shall review, approvc, or take other appropriate action on shop drawings, samples
and other submissions by thc Contractor to ensure compliance with thc plans and Spccifications.
13. The Architect shall, in consultation with the Owner, prcpare Change Orders and ascertain that the
Change Order amounts are fair and reasonable and as set forth in the Contract Documents. The
Owner is the approving authority and the Architect shall not order any work done without prior
approval by the Owner. Change orders will also be doeumcntcd for inclusion in the final rccord
drawings.
14. The Architect will document all changes approved during the construction phase for inclusion in
the final record drawings.
15. The Architect agrees to remedy any defect resulting from any negligent acts, errors or omissions
contained in the Construction Documents or upon the choice of the Owner, to pay the reasonable
cost of such rcmedy as perfonncd by a competent third party at the direction of thc Owner. Hefore
initiating any action by a third party, the Owner shall notify the Architect of such intent in writing
and shall allow the Architect a reasonable period of time in which to propose a remedy. If a
remedy is proposed by a third party, the Owner shall allow the Architect a reasonable period of
time before the remedy is undertaken in which to comment on the proposed remedy and to
propose an optional remedy.
16. Construction Phase shall constitute 10% of the total design effort.
f, ..J>RQJgCT _~LQ~J::()lJT/W ARRANIY PJ~RLQJ2
1. The warranty period shall be as dellned in the Specillcations beginning upon Substantial
Completion and continuing for one (1) calendar year trom the date of Final Acceptance of the
Project by the Owner.
2. The Architect shall provide his services as defined in this Contract for the full tcml of the warranty
period.
3. The Architect shall conduct a warranty inspection within thirty (30) calendar days prior to the
expiration ofthc warranty period to determine ifany defects in the work cxist. The Architect shall
notify the Owner, both verbally and in writing, of defects and whether or not the defective work is
covered by the warranty. All warranty work or repairs shall be under the direction of the Architect.
The Architect shall notify the Owner of defective work and shall then, in conjunction with the
Owner, notify the Contractor in accordance with the General Conditions of the Construction
Contract.
4. The Architect shall conduct inspections to determine the Dates of Substantial Completion and
Final Completion. The Architect will not authorize Substantial Completion or Final Completion
without the approval of the Owner.
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5. Thc Architect shall receive written warranties, operation and maintenance manuals, as-built
information and related materials required of the Contractor in accordance with the Contract
Documents and shall approve a final request for payment.
6. ARCHITECT shall furnish OWNER with (a) onc mylar copy, one electronic copy and two papcr copies
of the Project Record Drawings ("As-I3uilts") creatcd from the red lined "Jobsitc Sct" of contract
documents as provided by the contractor, (b) written monthly progress reports, and (c) a projcct
notebook containing all correspondence and doeumentation relating to the project.
7. Thc Architcct will prepare an operations and maintenance manual for the project that includes
rccommendations for the proper care and maintenance, including a recommended maintenance
sehedule for all materials and products used in constructing the facility.
~gTL(;!JE L9WNER'SRE-.SPONSJJllLJIIES
3.1 The OWNER shall name a Task Director who shall be the liaison between the ARCHITECT and the OWNER
during DESIGN segment of the Project. The Task Director dcsignated shall hc Dustin Johnson.
3.2 The OWNER shall have the right ofreview and examination of the ARCllITFCf'S work at all times.
3.3 Thc OWNER shall make available all records (as-built drawings, construction records, etc.) indicating the
existing configuration of eity utilities.
3.4 The OWNER will be responsible for Advertising and coordinating I3id Opcnings.
3.5 Thc OWNER shall attend the pre-bid conferences, bid openings, pre-construction conferenees, construetion
progress and other job related meetings, substantia] completion inspections and final payment inspections.
ARTICLE 4 - NOT USED
ARTICLE. 5 7 AIU>ITIONAL SERVICES
5.1. If OWNER wishes ARCHITECT to perform any of the following Additional Services, OWNER shall so instruct
ARCHITECT in writing, and ARCHITECT shall perform or obtain from others such services and will be paid therefor as
providcd in thc Agrecmcnt:
5.1.1. Preparation of applications and supporting documents for governmental agencies in addition to those
required under Basic Services; preparation or review of environmental studies and related services; and
assistance in obtaining environmental approvals.
5.1.2. Services resulting from significant changes in the general scope, extent or eharacter of the Project or
major changes in documentation previously accepted by OWNER where changes are due to causes beyond
ARCHITECT's control.
5.1.3.
Providing rcnderings or models.
5.1.4. Preparing documents for alternate bids requested by OWNER for work not exeeuted or for out-of-
sequence work.
5.1.5. Providing othcr scrvices not otherwise provided for in the Agreement, including scrvices normally
furnished by thc OWNER as elsewhere herein described.
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5.1.6. Furnishing the services of independent professional associates or consultants for other than Basic
Services.
5.2. When required by the Contract Doeuments in circumstances beyond ARCln-rECT's control, ARCIIlTECT shall
pcrform or obtain from others any of the following Additional Services as circumstances require during construction and
without waiting for specitic instructions from OWNER, and ARCHITECT will be paid therefor as provided in this
Agrecment:
5.2.1. Services in connection with work directive changes and change orders to reflect the changes requested
by OWNER if the resulting change in compensation for Basic Scrvices is not commensurate with the additional
services rendered.
5.2.2. Scrvices in making revisions to Drawings and Specifications occasioned by the OWNER'S acceptance
of substitutions proposed by Contraclor(s); services afler the award of each contract in evaluating and
determining the acceptability of an unrcasonable or cxccssivc numbcr of substitutions proposed by Contractor;
and evaluating an unreasonable or extensive number of claims submitted hy Contractor(s) or others in connection
with the work.
5.2.3. Services resulting from significant delays, changes or price increases occurring as a direct result of
materials, equipment or energy shortages.
5.2.4. Additional or extended services during construction made necessary by (I) work damage by fire or
other causes during construction, (2) a signit1cant amount of dcfective or neglectcd work of any Contractor, (3)
acceleration of the progress schedule involving services beyond normal working hours, (4) default by any
Contractor.
ARTICLE 6 - COMPENSi\TJQN.FQRARCJUIECT{JRAL SERVlCE
6.1 LUMP SUM AGREEMENT FOR BASIC SERVICES AND EXPENSES OF ARCIIITECT
6.1.1 Payment. The OWNER shall for architectural services perfonned under Article 2 of this agreement pay
a total sum in the amount of t 182,800.63 for such services.
6.1.2 p_avmenLSchedule, Total cumulative payments for the design phase ARCHITECT'S services shall not
exceed the following ceilings:
$ 18,250 upon completion of Schcmatic Documents,
$ 54,75Q__upon completion of Design Development Documents,
$ 73,000 upon completion of Construction Documents,
$ 18,250 upon award of Bidding Phase,
$ 18,250 upon completion of Construction Phase,
$ na upon completion and acceptance of project by Owner,
$.Il~.___._upon receipt of Record Drawings and disks,
$ na upon completion of all Warranty Inspections.
6.1.3 General. Architect shall submit monthly statements for services rendered. The statements shall be
based upon Architect's estimate of thc proportion of thc total services actually completed at the time of billing,
suhject to any limitations on payments bascd on complction of tasks or spccitic retainage requirements pursuant
to thc payment provisions of the agreement.
6.1.4 Reimbursable E;':'Pemes. Only those expenses specifically identified for payment under section 6.2 of
this Agreement are reimbursable. All other design related expenses are included in the Lump Sum Payment for
the Basic serviccs and are not separately reimbursable. Additional Scrviccs specifically identified under the
scope of design services for payment under 6. I are not separately reimbursable.
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6.2 DIRECT LABOR COST PAYMENT FOR BASIC SERVICES AND EXPENSES OF ARCHITECT.
Construction and project documentation services performed as Basic ARCHITECT'S Services under Article 2.E including
GcncraI Administration of Construction Contract and Projcct Documcntation shall be compcnsated in accordance with thc
following:
6.2.1 The OWNER shall pay for Construction Phase and Projeet Oocumentation Services an amount to be
negotiated upon completion ofthe design phase of the project
6.2.1.1 Costs COmJl_~11,sation. Compensation for these services shall be based on the ARCHITECT's
Dircct Labor Cost times a factor of 2.93 for services rendered which shall cover Direct Labor, Direct
Labor Overhead, General & Administrative Ovcrhcad and Protlt.
6.2.1.2 Notification. At any time during the construction that it becomes apparent that the
Construction Phase and Project Documentation Services rendered under this Agreement will exceed the
negotiated compensation for these scrviccs, and prior to pcrforming scrviccs in exccss of the contract
ceiling, the ARCHITECT shall give OWNER writtcn notice thercof. Promptly thereaftcr OWNER and
ARCHITECT shall rcvicw thc scope and progress of the project work. ARCHITECT shall obtain
written authorization tl'om OWNER, prior to any additional costs being incurred under paragraph
6.2. 1.3. If it is dctcrmined that due to a change in project scope under paragraph 5.2.1, the
ARCllITECT is entitled to additional compensation, OWNER and ARCHITECT may negotiate terms
as provided under 6.2.1. I. The amount and terms of any additional compensation under 6.2,1.1 or
6.2.1.3 shall be negotiated and agreed in writing pursuant to 9.16.
6.2.1.3 Costs Excccding Estimated Compensation. Except as allowed under 5.2.1, when the total cost
of the original scope Construction Phase and Project Documentation Services exceeds the negotiated
compensation for these services, the OWNER shall pay only for the direct costs incurred in excess of
thc estimated compensation. These costs consist of an amount equal to the ARCHITECT'S Direct
Labor Cost times a factor of LQD_ for services rendered which shall include Direct Lahor, the
fcdcrally audited payroll Direct Labor Overhead, and General & Administrative Overhead costs, but
shall not include any allowance for profit.
6.2.2. Reimbur~alJle Exp~T1ses, as defined in section 7.3 of this Agreemcnt, for Basic Services and Approved
Additional Services shall be paid to the ARCHITECT by the OWNER in the actual amount of the costs incurred
up to an amount not to cxcccd $ no limit which includes $. nQJiJ:niL______.___.__ for consultants
cmpIoycd by the ARCHITECT and $n_o]imit for all other reimbursable expenses. The estimated
reimbursable expenses are identified in Exhibit" na
6.2.3 The OWNER shall pay an amount for Additional Services rendered by the ARCHITECT and approved
in writing by the OWNER on the basis ofthc ARCHITECT'S Oirect Labor Costs times a factor of. 2.93 ,or an
amount otherwise ncgotiated at the time such services are requested and approved by the OWNER.
ARTICLE 7 - MEANING OF TKRMS
7.1 AGREEMENT
As used herein the term "this Agreement" refcrs to thc contents of this documcnt and its Exhibits attached hcrcto and
referred to as if they were part of onc and the same document.
7.2 DIRECT LABOR COSTS
Direct Labor Costs used as a basis for payment mean the actual salaries and wages paid to all ARCHITECT's personnel
engaged directly on the Projcct, including, but not limited to, ARCHITECT's, engineer's, surveyors, designers, drafters,
specitlcation writers, estimators, other technical and business personnel; but does not include indirect payroll related costs
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or fringe bcncfits. for the purposes of this Agreement the principals and employees of the AI{CIIITECT m<txnTIum
billabIc Direct Labor Costs are:
Principals
Project Manager
Senior ARCHITECT
Staff ARCHITECT
Scnior Tcchnicians
CADD Drat1er
Technicians
Construction Inspector
Two Person Survey Crew
Clerical
7.3 REIMBURSABLE EXPENSES
$ 40.86 /hour
$ 31.25 /hour
$ 31.25 /hour
$ 26.50 /hour
$ 26.50 /hour
$ _--.1:!-,-3 0 /hour
$ 21,(',J____jhour
$. .3J.,22_____._/hour
$ na /hour
$ 15.00 /hour
Rcimbursablc Expcnses mean the actual expenses incurred by ARCllITECr or ARCHITECT's independent professional
associates or consultants dircctly in conncction with the Project, such as expenses for: transportation and subsistencc
incidental thereto; obtaining bids or proposals from Contractor(s); subsistence and transportation of I{esident Project
Representatives and their assistants; toll telephone calls and telegrams; reproduction of reports, Drawings, Specifications,
Bidding Documents and similar Project-related items; and if authorized in advance by OWNER, overtime work requiring
higher than regular rates. In addition, when compensation for Basic Services is on the basis of Direct Labor Costs method
of payment, Reimbursable Expenses will also include the amount billcd to ARCHITECT by special consultants employed
by ARCHITECT and authorized by OWNER (other than as an authorized Additional Services) and will also include
expenses inClmed for computer time and other specialized equipment, including an appropriate charge for previously
established programs and expenses of photographic production techniques.
ARTICLE 8 - PAYMI<:NT PROVISIONS
8.1 TIMES OF PAYMENTS. ARCHITECT may submit monthly statements for Basic Services and approved
Additional Services rendered and for Reimbursable Expenses incurred; howevcr, payments shall not cxceed the ceilings
provided in 6.1 and 6.2. Final payment shall be made only after acceptance of the project by the OWNER, I f OWNER
disputes the amount of the billing, OWNER will notify the ARCHITECT in writing within ten (10) calendar days of the
receipt of bill of the dispute.
8.2 REQUESTS FOR PAYMENT. Each request for payment shall include a documentation summary of the
period incremental man hours incurred, direct labor rates and billed rates, detail of reimbursable costs, total
period billing, and total cumulative billing. When requested by OWNER serviees for distinct project scgmcnts
shall be accounted and billed separately.
8.2. I If the Owner determines that any representations by thc Architect are wholly or partially
inaccurate, thc Owner may withhold payment of sums otherwise due the Architect until the inaccuracy and
its cause have been corrected to the Owner's satisfaction.
8.2.2 Each request for payment submitted by the Architect shall be on a form approved by the Owner
and shall contain a certification that all bills for materials, supplies, utilities and for all other things
furnished or caused to be furnished and used in the execution of the Agreement have been fully paid to datc
and that there are no unpaid claims or demands of State or Federal Agencies, sub-contractors, consultants,
employees, or any others resulting from, or arising out of, any work done under this Agreement.
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8.2.3 A fee will be negotiated for work done on Change Orders only if the Change Order is Owner
initiated. Change Orders, as a result of errors, lack of foresight, lack of coordination between disciplines,
omissions or negligence by the Architcct, shall be perfornlcd at his cxpensc and shall includc all associated
construction costs related to that portion which is over and above what the Owner would have paid iJ the
Change had becn incorporatcd in the Plans and Specifications.
R.3 PAYMENT UNDER TERMINATION. In the event of termination by the OWNER upon the completion of any
phase of the l3asic Services, progress payments due ARC111TEcr for services rendered through such phase shall
constitute total payment for such serviees. In the event of such termination by OWNER during any phase of the Basic
Services, ^ RCH ITECT also wi II be reimbursed for the charges of pre-approved indcpendent professional associates and
consultants employed by ARCHITECT to render Basic Services, and paid for serviccs rendered during that phase on the
basis of the payment provisions of thc Agrccmcnt. In the event of any such tcrmination, ARCHITECT will be paid for
unpaid pre-approved Additional Services and unpaid Reimbursable Expenses which are authorized undcr this agrcement.
ARTICLE 9 - GENERAL CONSUlERATIONS
9.1 TERMINATION OF AGREEMENT
9.1.1 The sole right is hereby reserved to the OWNER to terminate this Agreement for any and all causes or
for its convenience at any time upon fiftecn (15) days written notice to the ARCHITECT.
9.1.2 If termination for default is cffected by the OWNER, an equitable adjustment in thc price providcd for
in this Agrcement shall bc madc, but (1) no amount shall be allowed for anticipated profit on unperformed
services or other work, and (2) any payment due to the ARCHITECT at the time of termination may be adjusted
to cover any additional costs to the OWNER because of the ARCHITECT's default. If termination for
convenience is effected by the OWNER, the equitable adjustment shall include a reasonable profit, as determined
by owner, for services or other work perfonned, The equitable adjustment for any tennination shall provide for
payment to the ARCHITECT for serviccs rendered and expenscs incurrcd prior to thc termination, in addition to
termination scttlement costs reasonably incurred by the ARCHITECT relating to commitments which had
bccomc firm prior to the termination.
9.1.3 Upon receipt of a termination action under paragraph 9.1.2, the ARCHITECT shall (1) promptly
discontinuc all affected work (unless the notice directs otherwise), and (2) dclivcr or otherwisc makc available to
the OWN ER within ten (10) days copies of all data, design drawings, specifications, reports, estimatcs,
summarics and such othcr information and materials as may have been accumulatcd by thc ARCHITECT in
performing this Agreement, whether completed or in process.
9,1.4 In the event this Contract is tcrminated prior to compIction, the original copies of the ARCHITECT'S
data, rccommcndations, plans, specifications, analysis and other rclatcd documents prcpared by thc
ARCHITECT prior to said termination shall be delivered to and become the property of the OWNER.
9.1.5 Upon termination, the OWNER may take over the work and may award another party an Agreement to
complete the work under this Agreement.
9.1.6 OWNER'S right to tcrminatc is in addition to any other remedies OWNER may have under the law.
9.2 INSPECTION AND AUDIT
All books, papers, records, payrolls, vouchcrs and invoiccs relating to eosts and expenditures incurred as to the
performance of thc scrvices by the ARCHITECT hereunder shall be madc availabIc to the OWNER, or their authorized
representatives for audit and review, at the ARCHITECT'S respective offiees at all reasonable times during the contract
period and for three years from the date of final payment.
11
9.3 EMPLOYMENT
The ARCHITECT warrants that he has not empIoycd or retaincd any company or persons, other than a bona tide
employee, working solely for the ARCHITECT, to solicit to seeure this contract, and that he has not paid or agreed to pay
any company or person, other than bona fidc employees working solely for the ARCHITECT, any fee, commission,
percentage, brokerage fee, gifts or any other considerations contingent upon or resulting from the award or making of this
Contract. For breach or violation of this warranty, the OWNER shall have the right to annul the Contract without liability
or in its discretion to deduct from the price or consideration or otherwise recover the thll amount of such fee, commission,
percentage, brokcrage fcc, gift or contingent fee.
All empIoyecs of the ARCHITECT or other persons while cngagcd in the pcrformance of work or scrviees requircd by thc
ARCHITECT shall be considered employees ofthc ARCHITECT only and not ofthe OWNER.
9.4 NONDISCRIMINATION
The ARClIITECT will not discriminate on thc basis of race, eolor, religion, creed, political ideas, sex, age, marital status,
national origin or disability in employment or provision of services. The ARCHITECf 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
thcreunder.
9.5 SUBLETTING OR ASSIGNING OF WORK
The ARCHITECT shall not sublet or assign any of the work covered herein without prior written approval of the
OWNER.
9~ STANDARD OF CARE
In providing services under this agreement, the ARCHITECT will pcrform in a manncr consistent with the degree of carc
and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. If any
service should be found to be not in conformance with this standard, thc ARCHITECT shall, at the OWNER's request, rc-
perform the service at its own expense. ARCHITECT shall also, at its own expense, make such changes, modifications or
additions to the project which arc made necessary as a result of the initial non-performance or the re-performance of
services. The OWNER's rights herein are in addition to any other remedies the OWNER may have under the law.
9.7 LEGAL RELATIONS
9.7,1
The ARCHITECT shall comply with all Federal, State, and Local laws and ordinances applicable to the
work to be donc.
9.7.2
Thc ARCHITECT agrees to indemnity, hold harmless, and defend the OWNER, its ofticers, directors,
agents, and employees from and against any suits, causes of action, claims, demands, damages, costs,
expenses, obligations, and liability of any character, including attorney's fees, arising out of or resulting
from or in connection with the ARCIIITECJ"s negligent performance of the services specified in this
agrecment. In the event the OWNER is found proportionately responsible, the ARCHITECT will be
held responsible only for those damages, costs, attorney's fees, and liabilities as are attributable to the
ARClIITECT's percent offauIt as compared with 100% of the fault giving rise to the damages.
9,7.3.
The ARCHITECT agrees to indemnify, hold hannless and defend the OWNER, its officers, directors,
agcnts, and employees from and against any suits, causes of action, claims, demands, damages, costs,
cxpenses, obligations, and liability of any character, including attorney's tees, arising out of or resulting
from or in connection with the ARCHITECT's non-negligent pcrformancc of the scrvices spccifled in
this agreement. In thc evcnt the OWNER is found proportionately responsible, the ARC111TECT will
12
be held responsible only for those damages, costs, attorney's fces, and liabilities as are attributable to
the ARCHITECT's percent offault as compared with 100% of the fault giving rise to the damages.
9.7.4 In an appropriate case in which attorney's fees are awarded to the OWNER following a wrongful
refusal of a tender of defense, said fees may include fees and salary paid by the OWNER to the City
Attorney or other in-house counsel.
9.7.5 The indemnity required herein shall not be limited by reason of the specification of any particular
insurance coverage in this agreement.
9.7.6 The ARCHITECT shall perform this agreement as an independent contractor, and as such, is
responsible to the OWNER only as to the results to be obtained in the work herein specified, and to the
extent that the work shall be done in accordance with the terms, plans and speci fications. The
ARCHITECT shall have and maintain complete control over all of its employees, subcontractors,
agents and operations, being responsible for any required payroll deductions and providing required
benefits, such as, but not limited to, worker's compensation with statutory limits, and unemployment
insurance.
9.7.7 If in any instance any provision hereof shall be determincd to bc invalid or unenforceable under
any applicable law, such provision shall not apply in such instances, but the remaining provision
shall be given effect in accordance with their terms.
9.7.8 Any notices required or permitted under this Agreement or which any party elects to give shall be
in writing and delivered either personally or to intcndcd recipient's authorized agent set forth
below (or as changed by written notice); or by depositing such notice with the United States Postal
Service, postage fully prepaid, to the person at thc address sct forth below; by Certified Mail,
return receipt requested; or to such other addrcss as the parties may later designate in writing. Any
notice give by mail as hercin providcd shall be deemed given when deposited in the Untied State
mail:
Owner: Architect:
THE CITY OF BOZI<:MAN, a Municipal Corporation,
411 East Main Street,
Bozeman, Montana, 59715
Springer Group Architects ,P.c.
201 South Wallace Avenue
Bozeman, Montana
9.7.9 This Agreement may be executed in several counterparts, and each such counterpart shall be
deemed an original.
9.7.10 In the event any party files suit to enforce their rights under this Agreement, tbe prevailing party
shall be entitled to recover their costs and attorney's fees, to include fees, costs, and salary of
in-house counsel, from the other party or parties, in addition to any other damages awarded by
the court. It is understood and agreed that any suit filed to interpret or enforce any of the
provisions of this Agreement shall be filcd in the 1 Rlh Judicial District Court of the State of
Montana.
9.8 INSURANCE
Thc ARCHITECT shall secure and furnish to the OWNER certificate of insurance, therein, naming the OWNER as an
additional insured, to include thirty (30) days notice of cancellation or non-renewal.
13
Without limiting any of ARCHITECT's obligations hereunder, ARCHITECT shall sccurc and maintain, until the work is
completed and accepted by the OWNER, insurance coverage naming the OWNER as additional insured with minimum
insurance coverage as follows:
Tvne of Covcragc
Limits
EmnIoyers' LiabiIitv:
$ 10.0.,0.0.0. per accidcnt
General Liabilitv:
I30diIv Iniury & Pronertv
Damagc Single and combined
$ 1,50.0.,0.0.0. pcr accident
A utomQhjJ.~~
Bodily Injury covering all
automobiles, trucks,
tractors, trailers, or
olher automotive equip-
ment whether owned or
rented by ARCHITECT or
owned by employees of
ARCHITECT.
$_2QQ,o.DQ each person
$1,50.0.,0.0.0. each occurrence
Pronel1v Damage covering
$ 50.0.,0.0.0. each occurrcncc
all automobiles, trucks,
tractors, trailers or other
automotivc cquipmcnt whcthcr
owncd or rcntcd by ARCHITECT
or owned by employees of
ARCIIITECT
OR
B_99iJyJnilll"Y . &'EIQn.~ny
Damage Single and combined
$590.,90.0 each occurren.c c~eU ) 0
u:J ~.Cf4
.~k~~~C::r claim ad' / ~
aggregate each occurrence
l)mf~s.!3jQ1];3,LE.!TQrs8.;_Ql!!j5.si9m;;:
9.9 ENDORSEMENT
The ARCHITECT shall place his endorsement on all drawings and other data fumished by him.
9.10 OWNERSHIP OF DOCUMENTS
9.10..1 All doeumcnts dcvelopcd under this Contract are and shall become the property of the Owner whether
the Project lelr which they are made is or is not executed.
9.10..2 The signing of this Contract shall constitute a complcte transfer of ownership, intellectual property
and copyright of all documents from the Architect to the Owner upon Substantial Completion of the Project.
Such transfer shall not be construed by the Architect as a grant j(lr usage, nor can it be revoked by the Architect.
14
9.10.3 The parties admit and agree the documents produced under this agreement are not intended or represented to
be suitable for reuse by OWNER or any other individual on any other projcct. Any rcusc without written verification or
adaptation by ARCHITECT will be at OWNER's sole risk and without liability or Icgal exposure to ARCHITECT, or to
ARCHITECT's independent professional associates or consultants. files in clectronic mcdia format of text, data,
graphics, or of other types that arc furnished by ARCHITECT to OWNER arc only for convenience of owncr. Any
conclusion or information obtained or derived from such electronic files will be at the user's sole risk.
9,11 PUBLIC INFORMATION
The ARCHITECT shall not issue any statements, releases or infonnation for public dissemination without prior approval
ofthc OWNER.
9.12 PROPRIETARY RIGHTS
I f patentable discoveries or inventions should rcsult from work required herein, all rights accruing from such discovcries
or invcntions shall be joint property of the ARCllITECr and the OWNER. Provided that the OWNER, state agencies or
political subdivisions and the United States Government shall have the irrevocable, nonexclusive, nontransferable and
royalty-free license to use each invention in the manufacture, use and disposition, according to law, of any article or
material, and in the use of any method that may be devcloped as part ofthc work described and contemplated herein.
9.13 RECORDS
The ARCHITECT shall maintain accounting records and other evidence pertaining to the cost incurred and to make the
rceords avai lable at all reasonable times during the Contract term and for one (1) year from the date of final payment.
Such accounting records and other evidence pcrtaining to the cost incurrcd will be made available for inspections by
OWNER.
9.14 SUCCESSORS IN INTEREST
The covenants, agreements and all statements in this Contract apply to and shall be binding on the heirs, personal
representatives, successors and assigns of the respective parties.
9.15 ATTORNEY'S FEES AND COSTS
That in the event it becomes necessary for either Pal1y of this Contract to retain an attorney to enforce any of the temlS or
conditions of this Contract 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.
9.16 MODIFICATIONS AND AMENDMENTS
That any amendment or modification of this Contract or any provisions herein shall be made in writing or executed in the
same manner as this original document and shall after execution become a part of this Contract.
In witness Whereot: the Parties hereto do make and execute this Agreement.
15
OWN I<:R
THE CITY OF BOZEMAN, a Municipal Corporation,
411 East Main Street,
Bozeman, Mon,J;1na, 59715
J.>// . ,;7
BY: ff--b/'':2:/
/(City Manager) ~l
DATE:___~uly'_)9, 2004
ATTEST:
BY:C)/~ / ~
(CI~mmiSSiOn)
APPROVED AS TO FORM
B;;~_
(Ci tt ey)
]6
EXHIBIT A
TO AGREEMENT BETWEEN OWNER AND ARCHITECT FOR PROFESSIONAL SERVICES
ARCHITECT'S STATUS DURING CONSTRUCTION
This Exhibit is attached to, madc a' part of and incorporated by reference
between CITY_Qf BOZEMAN
(ARCIIITECT) providing for professional ARCHITECfURE services.
with thc Agrccmcnt made on
(OWNER) and
ARTICLE 10 - ARCHITECT'S STATUS DURIJ~{G<::()~B.TRUCTlON
10.1. OWNER'S REPIU~SENTATIVE
ARCHITECT will be OWNER's representative during the construction period. The duties and responsibilities and
the limitations of authority of ARCHITECT as OWNER's rcprescntative during construction are set forth in the
Contract Documents and shall not be extended without writtcn conscnt of OWNER and ARCHITECT.
10.2. VISITS TO THE SITE
ARCHITECT will make visits to the site at intervals appropriate to the various stages of construction to observe the
progress and quality of the exceuted Work and to determine, in general, if the Work is procecding in accordance
with the Contract Doeumcnts. ARCHITECT will not be required to make exhaustive or continuous on-site
inspections to check the quality or quantity of the Work. ARCHITECT's efforts will be directed toward providing
for OWNER's greatcr dcgrec of confidcnce that the completed Work will conform to the Contract Documents. On
the basis of such visits and on-site observations as an experienced and qualified dcsign professional, ARCHITECT
will kccp OWNER infomled of the progress of the Work and will endcavor to guard OWNER against defects and
deficiencies in the Work.
]0.3. CLARIFICATIONS AND INTERPRETATIONS
ARCHITECT will issue with reasonable promptness such written clarifications or interprctations of the
requirements of the Contract Documents (in the foml of Drawings or otherwise) as ARCHITECT may determine
necessary, which shall be consistent with or reasonably inferable from the overall intent of the Contract Documents.
I f CONTRACTOR believes that a written clarification or interprctation justifies an increase in the Contract Price or
an extension of the Contract Time and the parties arc unable to agree to the amount or extent thereof,
CONTRACTOR may make a claim therefore as provided in the General Provisions of the construction Contract
Document.
10.4. AUTHORIZED VARIATIONS IN WORK
ARCHITECT may authorize minor variations in the Work from the requirements of the Contract Documents which
do not involve an adjustment in the Contract Price or the Contract Time and arc consistent with the overall intent of
the Contract Documcnts. Thcsc may bc accomplished by a Field Order and will be binding on OWNER, and also
on CONTRACTOR who shalI perfonn the Work involved promptly. If CONTRACTOR believes that a Field Order
justifies an increase in the Contract Price or an extcnsion of the Contract Time and the parties are unable to agree as
to the amount or extent thereof, CONTRACTOR may make a claim therefore as provided in the Gencral Conditions
of the Construction Contract.
10.6.2. The ARCHITECT's responsibilities for Change Orders shall comply with the change order provisions
of the Gcneral Provisions of the construction Contract Document.
10S RE.JECTING DEFECTIVE WORK
ARCHITECT will have authority to disapprove or reject Work which ARCHITECT believes to be defective, and
wi II also have authority to require special inspection or testing of the Work as provided in the General Provisions of
the construction Contract Document whether or not the work is fabricated, installed, or completed.
10.6. SHOP ORA WINGS, CHANGE ORDERS AND PAYMENT
10.6.1. The ARCHITECT's responsibility for Shop Drawings and samples shall comply with thc shop drawing
provisions of the General Provisions of the construction Contract Document
10.6.3. The ARCHITECT's responsibilities for contractor's Application f()r Payment shall comply with the
payment provisions of the General Provisions ofthc construction Contract Document.
10.7. DETERMINATIONS FOR UNIT PRICES
ARCHITECT will determine thc actual quantities and classifications of Unit Price Work performed by
CONTRACTOR. ARCHITECT will review with CONTRACTOR the ARCHITECT's preliminary detemlinations
on such matters before rendering a written recommendation thereon (by recommendation of an Application for
Payment or otherwise) to OWNER.
10.8. DECISION ON DISPUTES
10.8.1. ARCHITECT will be the initial interpreter of the requirements of the Contract Documents and judge of the
acceptability of the Work thereunder. Claims, disputes and other matters relating to the acceptability of the Work or the
interpretation of the requirements of the Contract Documents pertaining to the perfonnanee and fumishing of the Work and
claims under The General Conditions of the Construction Contract in respect of changes in the Contract Pricc or Contract
Time will be referred initially to ARCHITECT in writing with a requcst for a fonnaI decision in accordance with this
paragraph, which ARCIIITECT will render in writing within a reasonable time. Written notice of each such claim, dispute
and other matter shall be promptly reported and copied to the OWNER.
10.8.2. When functioning as interpreter under paragraphs 10.7 and 10.8.1, ARCHITECT will not show partiality to
OWNER or CONTRACTOR and will not be liable in connection with any interpretation or decision rendered in good faith
in such capacity. The rendering of a decision by ARCHITECT pursuant to paragraphs 10.8 and 10.9.1 with respeet to any
such claim, dispute or other matter will be a condition prccedent to any excrcisc by OWNER or CONTRACTOR of such
rights or remedies as either IIlay otherwisc have under the Contract Documents or by Laws or Regulations in rcspect of any
such claim, dispute or othcr matter.
10.9. LIMITATIONS ON ARCHITECT'S RESPONSIBILITIES
10.9. I. Neither ARCIIITECT's authority to act under this Article or elsewhere in the Contract Documents nor lll1Y
decision made hy ARCHITECT in good faith either to exercise or not cxercisc such authority shall give rise to any duty or
responsibility of ARCHITECT to CONTRACTOR, any Sub-contractor, lll1Y Supplier, or any other person or organization
pertc.mning any of the Work, or to any surety for any of thcm.
10.9.2. Whenever in the Contract DocuIIlents the terms "as ordered", "as directed", "as required", "as allowed", "as
approved" or tenllS of like effect or import arc uscd, or the adjectivcs "reasonable", "suitable", "acceptable", "proper" or
"satisfactory" or adjectives of likc ctfect or import are used to dcscribe a requirement, direction, review or judgmcnt of
ARCHITECT as to the Work, it is intended that such requirement, direction, review or judgment will be solely to evaluate
thc Work for eompIiance with the Contract Documents (unless there is a specific statement indicating otherwise). The use
of any such tenll or adjective shall not be effectivc to assign to ARCHITECT any duty or authority to supcrvise or direct the
furnishing or pcrformance of the Work or any duty or authority to undertake responsibility contrary to the provisions of
panigraph 2.E.7.
2