HomeMy WebLinkAbout19- Professional Architectural Services Agreement - Architecture 118, LLC - Stiff Building Remodel Phase 2 PROFESSIONAL ARCHITECTURAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 3rd day of June, 2019, 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, Architecture 118, LLC, 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 1 st day of June, 2020.
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 Eighty-Five Thousand Four-Hundred Dollars
($85,400) for services performed pursuant to the Scope of Services. In addition, production of
reproducible record drawings will be billed at the hourly rate ($75 per hour), not to exceed One
Thousand Two Hundred Dollars ($1200). 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
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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.
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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
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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 Mike Gray,Project Manager and
Architect's designated liaison with City is Scott Hedglin, Principal.
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/AccountabilityMublic 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.
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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 OZEMAN, MONTANA ARCHITECTURE 118,LLC
ByJ By
An rea Surratt, City Ma ager Scott Hedglin
Principal
APPROVED AS TO FORM:
II
Greg-StrH ozeman City Attorney
�'v�jn S�nnbt,�o�• � �
Professional Services Agreement for Architectural Services
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Ind
EXHIBIT A
SCOPE OF SERVICES for Stiff Professional Building A118: #19-022
Date: May 10, 2019
Project Scope:
Summary: Renovation of professional office space based on Owner-provided drawings and in accordance with IEBC Level
3 Alteration. Existing structural system assumed adequate. Existing sprinkler system assumed adequate(head
relocation only). 3 floors(approx 7800 sf each).
Known Challenges: Maintain operations in occupied building. Phased approach is likely. Large potential for scope creep.
Anticipated Consultants: [ ]civil [XI structural(west ext.stair only) [X]mech/plumb [X]electrical [X]environmental
Project Schedule: 3-4 month design phase,4-5 month construction phase.
Project Budget: $700,000(total current project budget). City anticipates needing more.
Services: Below(as discussed with Chuck Winn &Mike Gray on 5/7/19). Modified for west stair modifications,south
entrance coordination,and hazardous materials work plan.
[X]Pre-Design [X] concepts: 1 [X] meetings/notes: 1 [X] haz mat invest/workpin[ ] programming
[ ] feasibility estimate [X] bldg.code review [X] accessibility review [ ] printing
[X] existing conditions [ ] facility cond inventory [ ] other:
[X]Schematic [X] drawings [X] MEP narrative [ ] specs (book or dwgs) [ ] meetings/notes:
Design [ ] estimate(SF based) [XI owner review mtg: 1 [ ] client admin tasks [X] printing(2 sets)
[ ] other:
[X]Design [X] drawings [X] outline specs(book) [X] meetings/notes: 1 [X] estimate (itemized)
Development[XI owner review mtg: 1 [ ] client admin tasks [X] printing (2 sets) [X] other: phasing plan
[X]Construction [X] drawings [X] specs(book) [X] meetings/notes: 2 [X] estimate (itemized)
Documents [XI owner review mtg: 1 [ ] client admin tasks [X] printing (2 sets) [ ] other:
[X]Bid [X] pre-bid meeting/notes [X] substitutions [X] addenda [ ] bid opening
[X] advisement [ ] value engineering [X] permit set submittal [ ] printing
[X] submit to exchanges [X] planholder's list [ ] other:
[X]Contract [X] submittal review [XI meetings: 10 [X] notes [X] observation reports
Admin [X] sub comp mtg/notes [X] final review mtg/notes [ ] scope changes [ ] printing
[ ] testing&inspections [ ] other:
[X]Closeout [X] demonstration [ ] training ( ] notes [X] 0&M manual review
[X] record drawings [ ] other:
[X]Warranty [ ] site visit [ ] report [ ] follow-up [ ] other:
[ ]Additional [ ] geotechnical [ ] survey [X] reimbursables [ ] FF&E
( ] owner standards [ ] div 0 spec review [ ] AHJ reviews(e.g.fire) [ ] AHJ beyond limits
[ ] end-user mgmt [ ] post-occupancy eval [ ] other:
honesty integrity solutions
11S east oak street bozemen montane SS115 www,archllS.com
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