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HomeMy WebLinkAbout22- Master Services Agreement - Think One - West Side Campus Document B121™ – 2018 Standard Form of Master Agreement Between Owner and Architect for Services provided under multiple Service Orders Init. / AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document does not contain a description of the Architect’s scope of Services and related terms. This document is intended to be used in conjunction with AIA Document B221™–2018, Service Order for use with Master Agreement Between Owner and Architect AGREEMENT made as of the Thirteenth day of September in the year 2022 (In words, indicate day, month, and year.) BETWEEN the Owner: (Name, legal status, address, and other information) City of Bozeman 121 N. Rouse Ave. Bozeman, MT 59771 and the Architect: (Name, legal status, address, and other information) Taylor Architects, P.C. dba ThinkOne 101 East Main, Studio One Bozeman, MT 59715 The Owner and Architect agree as follows. DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Init. / AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 2 TABLE OF ARTICLES 1 MASTER AGREEMENT TERM AND PARTY REPRESENTATIVES 2 SERVICE ORDERS 3 ARCHITECT’S RESPONSIBILITIES 4 ADDITIONAL SERVICES 5 OWNER’S RESPONSIBILITIES 6 COPYRIGHTS AND LICENSES 7 CLAIMS AND DISPUTES 8 TERMINATION OR SUSPENSION OF SERVICE AGREEMENTS 9 COMPENSATION 10 MISCELLANEOUS PROVISIONS 11 SPECIAL TERMS AND CONDITIONS 12 SCOPE OF THIS MASTER AGREEMENT ARTICLE 1 MASTER AGREEMENT TERM AND PARTY REPRESENTATIVES § 1.1 This Master Agreement shall be effective for one year after the date first written above ("Date of this Master Agreement"). § 1.2 This Master Agreement shall apply to all Service Orders agreed to by the Parties within the term of this Master Agreement until completion of the Service Order. In the event of a conflict between terms and conditions of this Master Agreement and a Service Order, the terms of the Service Order shall take precedence for the services provided pursuant to the Service Order. An agreed upon Service Order together with this Master Agreement form a Service Agreement. A Service Agreement represents the entire and integrated agreement between the parties, and supersedes prior negotiations, representations, or agreements, either written or oral. A Service Agreement may be amended or modified only by a Modification. § 1.3 This Master Agreement will renew on an annual basis, on the day and month of the Date of this Master Agreement, unless either party provides notice of their intent not to renew this Master Agreement. Notice must be provided at least 60 days prior to the renewal date. In the event either party elects not to renew this Master Agreement, the terms of this Master Agreement shall remain applicable until all Service Orders under this Master Agreement are completed or terminated. § 1.4 The Owner identifies the following representative authorized to act on the Owner’s behalf with respect to this Master Agreement: Jon Henderson, Strategic Services Director City of Bozeman 121 North Rouse Avenue Bozeman, MT 59715 (406) 582-2250 § 1.4.1 In each Service Order, the Owner will identify a representative authorized to act on the Owner’s behalf with respect to the Service Order. DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Init. / AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 3 § 1.5 The Architect identifies the following representative authorized to act on the Architect’s behalf with respect to this Master Agreement: William A. Hanson, AIA President, ThinkOne 101 East Main Street, Studio One Bozeman, MT 59715 (406) 586-7020 § 1.5.1 In each Service Order, the Architect will identify a representative authorized to act on behalf of the Architect with respect to the Service Order. § 1.6 Nothing contained in this Master Agreement or in a Service Order shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Owner or Architect. ARTICLE 2 SERVICE ORDERS § 2.1 The Owner is not required to issue any Service Orders under this Master Agreement. § 2.2 The Architect may decline to accept any Service Order issued by the Owner. § 2.3 The Architect shall perform the services set forth in each agreed upon Service Order, consisting of AIA Document B221-2018, Service Order, or such other document as the Owner and Architect may mutually agree upon. Each Service Order shall state the name, location, and detailed description of the Project; describe the Architect’s Services; state the Architect’s compensation; and list the attachments and exhibits incorporated by reference. ARTICLE 3 ARCHITECT’S RESPONSIBILITIES § 3.1 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the services provided pursuant to a Service Agreement. § 3.2 Except with the Owner’s knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect’s professional judgment with respect to this Master Agreement or any Service Agreement. § 3.3 The Architect shall maintain the following insurance until termination of this Master Agreement. If any of the requirements set forth below are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect as set forth in Section 9.4. The Owner shall be endorsed as additional insured on the Architect’s primary and excess insurance policies for General Liability and Automobile Liability. The additional insured coverage shall be primary and non-contributory to any of the Owner’s insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. Upon request by the Owner, the Architect shall provide to the Owner certificates of insurance evidencing compliance with the requirements of this Section 3.3. The insurance requirements of the Section 3.3 shall also apply in full to all consultants hired by Architect to perform any portion of a Service Order, provided Architect and Owner my mutually agree in writing to different coverage limits for Architect’s consultants. .1 General Liability With policy limits of not less than One Million Five Hundred Thousand Dollars ($1,500,000.00) for each occurrence and Three Million Dollars ($3,000,000.00) annual aggregate for bodily injury and property damage. The Architect may provide the required limits and coverage through a combination of primary and excess liability insurance, provided such primary and excess insurance policies result in the same or greater coverage. .2 Automobile Liability DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Init. / AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 4 Covering vehicles owned or used by the Architect with policy limits of not less than One Million Dollars ($1,000,000.00) for bodily injury and property damage per claim. The Architect may provide the required limits and coverage through a combination of primary and excess liability insurance, provided such primary and excess insurance policies result in the same or greater coverage. .3 Workers’ Compensation Workers’ Compensation at the statutory limits and Employers Liability with policy limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) annual aggregate. .4 Professional Liability With policy limits of not less than Two Million Dollars ($2,000,000.00) per claim, Two Million Dollars ($2,000,000.00) in the aggregate. § 3.4 The Architect shall coordinate its services with those services provided by the Owner and the Owner’s consultants. The Architect shall be entitled to rely on the accuracy and completeness of the services and information furnished by the Owner and the Owner’s consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission, or inconsistency in such services or information. § 3.5 The Architect shall not be responsible for an Owner’s directive or substitution made without the Architect’s approval. § 3.6 The Architect shall manage the Architect’s services, research applicable design criteria, attend project meetings, communicate with members of the project team and report progress to the Owner. § 3.7 As soon as practicable after the date of this Service Agreement, the Architect shall submit for the Owner’s approval a schedule for the performance of the Architect’s services. § 3.8 As soon as practicable after award of the Service Agreement, the Architect shall furnish in writing to the Owner the names of consultants proposed for portions of the scope of a Service Order. The Owner may reply within 14 days to the Architect in writing stating (1) whether the Owner has reasonable objection to any such proposed consultant or (2) that the Owner requires additional time for review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. Architect shall not contract with a proposed consultant to whom the Owner has made reasonable and timely objection. § 3.9 Architect shall not substitute a consultant previously selected without written consent of the Owner. Architect shall notify the Owner of any proposed substitution a minimum of ten (10) days prior to a proposed change. ARTICLE 4 ADDITIONAL SERVICES § 4.1 The Architect may provide Additional Services after execution of a Service Order without invalidating the Service Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Article 4 shall entitle the Architect to compensation pursuant to Section 9.3. § 4.2 Unless otherwise provided in a Service Order, upon recognizing the need to perform the following Additional Services, as they relate to the services provided pursuant to the Service Order, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following Additional Services until the Architect receives the Owner’s written authorization: .1 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 size, quality, complexity, the Owner’s schedule or budget for Cost of the Work, or procurement or delivery method; .2 Services necessitated by the enactment or revision of codes, laws, or regulations, including changing or editing previously prepared Instruments of Service; .3 Changing or editing previously prepared Instruments of Service necessitated by official interpretations of applicable codes, laws or regulations that are either (a) contrary to specific interpretations by the applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b) DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Init. / AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 5 contrary to requirements of the Instruments of Service when those Instruments of Service were prepared in accordance with the applicable standard of care; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner’s consultants or contractors; .5 Preparing digital models or other design documentation for transmission to the Owner’s consultants and contractors, or to other Owner-authorized recipients; .6 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; (Paragraph deleted) .7 Consultation concerning replacement of Work resulting from fire or other cause during construction. ARTICLE 5 OWNER’S RESPONSIBILITIES § 5.1 The Owner shall provide information in a timely manner regarding requirements for and limitations of each Service Order. § 5.2 The Owner shall render decisions and approve the Architect’s submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect’s services. § 5.3 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect’s request, the Owner shall furnish copies of the scope of consulting services in the contracts between the Owner and the Owner’s consultants. The Owner shall furnish the services of consultants as designated in an individual Service Order, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates to the Owner’s satisfaction that they are reasonably required by the scope of the Service Order. The Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided. § 5.4 The Owner shall furnish all legal, insurance, and accounting services, including auditing services, that may be reasonably necessary at any time to meet the Owner’s needs and interests under a Service Agreement. § 5.5 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the services or work related to a Service Agreement, including errors, omissions or inconsistencies in the Architect’s Instruments of Service. (Paragraph deleted) § 5.6Reserved. ARTICLE 6 COPYRIGHTS AND LICENSES § 6.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use in relation to a Service Agreement. § 6.2 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with a Service Agreement is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect’s consultants. § 6.3 The Architect grants to the Owner an irrevocable, perpetual, fully paid, nonexclusive license to use the Architect’s Instruments of, provided that the Owner substantially performs its obligations to promptly pay all sums when due pursuant to Articles 8 and 9. The Architect shall obtain similar nonexclusive licenses from the Architect’s consultants consistent with this Master Agreement. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub-subcontractors, and suppliers, as well as the Owner’s consultants and separate contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols established pursuant to Section 10.9. § 6.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and causes of action arising DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Init. / AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 6 from such uses. The terms of this Section 6.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 8.4. § 6.4 Except for the licenses granted in this Article 6, no other license or right shall be deemed granted or implied under this Master Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner’s sole risk and without liability to the Architect and the Architect’s consultants. § 6.5 Except as otherwise stated in Section 6.3, the provisions of this Article 6 shall survive the termination of this Master Agreement. ARTICLE 7 CLAIMS AND DISPUTES § 7.1 General § 7.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to any Service Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding dispute resolution method selected in this Master Agreement and within the period specified by applicable law, but in any case not more than 10 years after the completion of the services provided pursuant to a specific Service Agreement, whichever is sooner. Completion of the services pursuant to a specific Service Agreement shall be the date of Substantial Completion of construction related to the services performed pursuant to the Service Agreement or, where there is no construction work related to a Service Agreement, the date the Architect completes its services under the Service Agreement. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 7.1.1. § 7.1.2 Pending final resolution of any controversy, claim, or dispute arising out of the Service Agreement, except as otherwise agreed by the parties in writing the Architect shall proceed diligently with performance of the Service Agreement and the Owner shall continue to make payments in accordance with the Service Agreement. (Paragraph deleted) § 7.2 Mediation § 7.2.1 Any claim, dispute or other matter in question arising out of or related to a Service Agreement shall be subject to mediation as a condition precedent to litigation in court of competent jurisdiction. § 7.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation, which, unless the parties mutually agree otherwise, shall be administered by a Dispute Resolution Board established pursuant to the Dispute Resolution Board Foundation’s Practice and Procedural Manual. The parties must enter into a separate agreement establishing, among others, the scope of the work of the DRB, the responsibilities of the parties, the time for completion of the DRB’s process, payment to DRB members and whether the decision or findings of the DRB will be binding or admissible in other proceedings. The parties may, by mutual agreement, submit to mediation administered by a neutral third party mediator in accordance with American Arbitration Association procedures in effect on the date the claim is made in lieu of a DRB. § 7.2.3 The parties shall share the mediator’s fee and any filing fees equally. The parties shall bear their own attorneys’ fees, expert witnesses’ fees, costs and expenses in the mediation. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. (Paragraphs deleted) § 7.3 Arbitration § 7.3.1 Claims, disputes or other matters in controversy arising out of or related to the Service Agreement may, by mutual written agreement, be subject to arbitration. In the event the parties agree to utilize an arbitration process, it shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Master Agreement. A request for arbitration shall be made in writing, delivered to the other-party, and must contain all claims then known to that party on which arbitration is permitted. In the event the other party is not willing to submit the matter to arbitration, the dispute shall be resolved through the judicial forum available to the parties. DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Init. / AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 7 § 7.3.1.1 A request for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written request for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question. § 7.3.2 The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Master Agreement, shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. § 7.3.3 If the parties mutually agree to arbitration, the award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 7.3.4 Consolidation or Joinder § 7.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Master Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 7.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration. The Owner and the Architect agree that all parties necessary to resolve a claim shall be parties to the same dispute resolution procedures provided for in this Agreement. Appropriate provisions will be included in all other contracts related to a Service Order to provide for the joinder or consolidation of such dispute resolution procedures. (Paragraph deleted) § 7.4 The provisions of this Article 7 shall survive the termination of a Service Agreement. ARTICLE 8 TERMINATION OR SUSPENSION OF SERVICE AGREEMENTS § 8.1 If the Owner fails to make payments to the Architect in accordance with a Service Agreement, such failure shall be considered substantial nonperformance and cause for termination of the Service Agreement or, at the Architect’s option, cause for suspension of performance of services under the Service Agreement for which the Owner failed to make payment. If the Architect elects to suspend services, the Architect shall give seven days’ written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Owner shall pay the Architect all sums due prior to suspension and any reasonable expenses incurred in the interruption and resumption of the Architect’s services. § 8.2 If the services under a Service Agreement have been suspended by the Owner, the Architect shall be compensated for services performed prior to notice of such suspension. When the services under the Service Agreement are resumed, the Architect shall be compensated for reasonable expenses incurred in the interruption and resumption of the Architect’s services. § 8.3 If the Owner suspends the services under a Service Agreement for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate the Service Agreement by giving not less than seven days’ written notice. § 8.4 Either party may terminate a Service Agreement upon not less than seven days’ written notice should the other party fail substantially to perform in accordance with the terms of the Service Agreement, through no fault of the party initiating the termination. Termination of a Service Agreement under this Section 8.4 shall not be deemed a termination of other Service Agreements under this Master Agreement. § 8.5 The Owner may terminate a Service Agreement, upon not less than seven days’ written notice to the Architect for the Owner’s convenience and without cause. § 8.6 In the event of termination of a Service Agreement not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due. § 8.7 DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Init. / AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 8 (Paragraphs deleted) Reserved. § 8.8 Except as otherwise expressly provided herein, a Service Agreement shall terminate one year from the date of Substantial Completion. § 8.9 The Owner’s rights to use the Architect’s Instruments of Service in the event of termination of a Service Agreement are set forth in Article 6 and Section 9.5 of this Master Agreement. ARTICLE 9 COMPENSATION § 9.1 The Owner shall compensate the Architect for the services described in a Service Order pursuant to the Service Order and as set forth in this Article 9. § 9.2 Except as otherwise set forth in a Service Order, the hourly billing rates for services of the Architect and the Architect’s consultants, if any, are set forth below. The rates may be adjusted in accordance with the Architect’s and Architect’s consultants’ normal review practices provided Owner consents to such adjustment in writing. (If applicable, attach an exhibit of hourly billing rates or insert them below.) Employee or Category Rate ($0.00) § 9.3 Except as otherwise set forth in a Service Order, the Owner shall compensate the Architect for Additional Services designated in Article 4 as follows: As set forth in the applicable Service Order. § 9.4 Compensation for Reimbursable Expenses § 9.4.1 Unless otherwise indicated on the Service Order, Reimbursable Expenses are in addition to compensation for the Architect’s professional services and include the actual expenses incurred by the Architect and the Architect’s consultants directly related to a Service Agreement, as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Permitting and other fees required by authorities having jurisdiction over the Project; .3 Printing, reproductions, plots, and standard form documents; .4 Postage, handling, and delivery; .5 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .6 Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner or required for the Project; and .7 If required by the Owner, and with the Owner’s prior written approval, the Architect’s consultant’s expense of professional liability insurance dedicated exclusively to the Project, or the expense of additional insurance coverage or limits in excess of that normally maintained by the Architect or the Architect’s consultants, and disclosed by the Architect in writing prior to execution of this Master Agreement or a related Service Agreement; (Paragraphs deleted) § 9.4.2 Reserved. § 9.4.3 Reimbursable Expenses will be allocated to each Service Agreement. § 9.5 Payments to the Architect § 9.5.1 Progress Payments § 9.5.1.1 Unless otherwise agreed, payments for services provided pursuant to a Service Agreement shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect’s invoice. % DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Init. / AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 9 § 9.5.1.2 Reserved. § 9.5.1.3 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 Each Service Agreement shall be governed by the law of the place where the Project described in the Service Order is located. § 10.2 Notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal representatives to each Service Agreement. Neither the Owner nor the Architect shall assign a Service Agreement without the written consent of the other. § 10.4 Reserved. § 10.5 Unless otherwise required in a Service Agreement, the Architect 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. § 10.6 The Architect shall have the right to include photographic or artistic representations of the design of the Projects for which services are performed among the Architect’s promotional and professional materials. The Architect shall be given reasonable access to the completed Projects to make such representations. However, the Architect’s materials shall not include the Owner’s confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner’s promotional materials for the Projects. This Section 10.6 shall survive the termination of a Service Agreement unless the Owner terminates a Service Agreement for cause pursuant to Section 8.4. § 10.7 If the Architect or Owner receives information specifically designated as "confidential" or "business proprietary," the receiving party may disclose such information as required by law or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity. The Party receiving such information may also disclose it to its employees, consultants or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 10.7. § 10.8 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Agreement. § 10.9 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. (Paragraph deleted) § 10.10 A waiver by either party any default or breach by the other party of any terms or conditions of this Master 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. ARTICLE 11 SPECIAL TERMS AND CONDITIONS Special terms and conditions applicable to this Master Agreement are as follows: DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Init. / AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 10 (Include other terms and conditions applicable to this Agreement.) § 11.1 For other than professional services rendered, to the fullest extent permitted by law, Architect agrees to defend, indemnify, and hold Owner harmless against claims, demands, suits, damages, losses and expenses connected therewith that may be asserted or claimed against, recovered from or suffered by the Owner 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 consultants, agents or employees. For the professional services rendered, to the fullest extent permitted by law, Architect agrees to defend, indemnify and hold Owner 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 consultants, agents or employees. To the fullest extent permitted by law, Architect agrees to defend, indemnify and hold Owner harmless from any claims, demands, suits, damages, losses and expenses arising from or relating to any claim for violation of intellectual property rights, including without limitation copyright rights arising from or related to the use of any work product provided by Architect or Architect’s consultants, agents or employees. Should Owner be required to bring and 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 Owner 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 Owner for a claim(s) or any portion(s) thereof The obligations of this Section 11.1 shall survive termination of this Master Agreement. § 11.2 In the event it becomes necessary for Owner or Architect to retain an attorney to enforce any of the terms or conditions of this Master Agreement or to give any notice required herein, then the prevailing party or the party giving notice shall be entitled to reasonable attorney’s gees and costs, including fees, salary, and costs of in-house counsel to include the City Attorney. § 11.3 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. In order to satisfy City of Bozeman policy 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, aga, 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. ARTICLE 12 SCOPE OF THIS MASTER AGREEMENT § 12.1 This Master Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Master Agreement may be amended only by written instrument signed by both the Owner and Architect. § 12.2 This Master Agreement is comprised of the following documents identified below: .1 AIA Document B121™–2018, Standard Form of Master Agreement Between Owner and Architect (Paragraphs deleted) .2 Exhibits: (Clearly identify any other exhibits incorporated into this Master Agreement.) .3 Other documents: (List other documents, if any, forming part of the Master Agreement.) DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Init. / AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 11 This Master Agreement entered into as of the day and year first written above. OWNER (Signature)ARCHITECT (Signature) Jeff Mihelich, City Manager William Hanson, President (Printed name and title)(Printed name, title, and license number, if required) DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Additions and Deletions Report for AIA® Document B121™ – 2018 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 12:21:23 ET on 08/25/2022. Additions and Deletions Report for AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 1 PAGE 1 AGREEMENT made as of the Thirteenth day of September in the year 2022 … City of Bozeman 121 N. Rouse Ave. Bozeman, MT 59771 … Taylor Architects, P.C. dba ThinkOne 101 East Main, Studio One Bozeman, MT 59715 PAGE 2 Jon Henderson, Strategic Services Director City of Bozeman 121 North Rouse Avenue Bozeman, MT 59715 (406) 582-2250 PAGE 3 William A. Hanson, AIA President, ThinkOne 101 East Main Street, Studio One Bozeman, MT 59715 (406) 586-7020 … § 3.3 The Architect shall maintain the following insurance until termination of this Master Agreement. If any of the requirements set forth below are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect as set forth in Section 9.4. (Identify types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if any.)The Owner shall be endorsed as additional insured on the Architect’s primary and excess insurance policies for General Liability and Automobile Liability. The additional insured coverage shall be primary and non-contributory to any of the Owner’s insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. Upon request by the Owner, the Architect shall provide to the Owner certificates of insurance evidencing compliance with the requirements of this Section 3.3. The insurance requirements of the Section 3.3 shall also apply in full to all consultants hired by Architect to perform any portion of a Service Order, provided Architect and Owner my mutually agree in writing to different coverage limits for Architect’s consultants. DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Additions and Deletions Report for AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 2 … With policy limits of not less than One Million Five Hundred Thousand Dollars ($1,500,000.00) for each occurrence and Three Million Dollars ($3,000,000.00) annual aggregate for bodily injury and property damage. The Architect may provide the required limits and coverage through a combination of primary and excess liability insurance, provided such primary and excess insurance policies result in the same or greater coverage. PAGE 4 Covering vehicles owned or used by the Architect with policy limits of not less than One Million Dollars ($1,000,000.00) for bodily injury and property damage per claim. The Architect may provide the required limits and coverage through a combination of primary and excess liability insurance, provided such primary and excess insurance policies result in the same or greater coverage. … Workers’ Compensation at the statutory limits and Employers Liability with policy limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) annual aggregate. … With policy limits of not less than Two Million Dollars ($2,000,000.00) per claim, Two Million Dollars ($2,000,000.00) in the aggregate. … § 3.6 The Architect shall manage the Architect’s services, research applicable design criteria, attend project meetings, communicate with members of the project team and report progress to the Owner. § 3.7 As soon as practicable after the date of this Service Agreement, the Architect shall submit for the Owner’s approval a schedule for the performance of the Architect’s services. § 3.8 As soon as practicable after award of the Service Agreement, the Architect shall furnish in writing to the Owner the names of consultants proposed for portions of the scope of a Service Order. The Owner may reply within 14 days to the Architect in writing stating (1) whether the Owner has reasonable objection to any such proposed consultant or (2) that the Owner requires additional time for review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. Architect shall not contract with a proposed consultant to whom the Owner has made reasonable and timely objection. § 3.9 Architect shall not substitute a consultant previously selected without written consent of the Owner. Architect shall notify the Owner of any proposed substitution a minimum of ten (10) days prior to a proposed change. PAGE 5 .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for, and attendance at, a public presentation, meeting or hearing; .8 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .9 Evaluation of the qualifications of entities providing bids or proposals; or .10 .7 Consultation concerning replacement of Work resulting from fire or other cause during construction. … § 5.3 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect’s request, the Owner shall furnish copies of the scope of consulting services in the contracts DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Additions and Deletions Report for AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 3 between the Owner and the Owner’s consultants. The Owner shall furnish the services of consultants as designated in an individual Service Order, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates to the Owner’s satisfaction that they are reasonably required by the scope of the Service Order. The Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided. … § 5.6 Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of, or enforce lien rights. § 5.6Reserved. … § 6.3 The Architect grants to the Owner a an irrevocable, perpetual, fully paid, nonexclusive license to use the Architect’s Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, of, provided that the Owner substantially performs its obligations under the Service Agreement, including prompt payment of to promptly pay all sums when due pursuant to Articles 8 and 9. The Architect shall obtain similar nonexclusive licenses from the Architect’s consultants consistent with this Master Agreement. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub-subcontractors, and suppliers, as well as the Owner’s consultants and separate contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols established pursuant to Section 10.9, solely and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates a Service Agreement for cause as provided in Section 8.4, the license granted in this Section 6.3, and related to the terminated Service Agreement, shall terminate.10.9. § 6.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s use of the Instruments of Service under this Section 6.3.1. The terms of this Section 6.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 8.4. PAGE 6 § 7.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents, and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201™–2017, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein.Pending final resolution of any controversy, claim, or dispute arising out of the Service Agreement, except as otherwise agreed by the parties in writing the Architect shall proceed diligently with performance of the Service Agreement and the Owner shall continue to make payments in accordance with the Service Agreement. § 7.1.3 The Architect and Owner waive consequential damages for claims, disputes, or other matters in question, arising out of or relating to a Service Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination of a Service Agreement, except as specifically provided in Section 8.6. § 7.2.1 Any claim, dispute or other matter in question arising out of or related to a Service Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect’s services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution.litigation in court of competent jurisdiction. DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Additions and Deletions Report for AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 4 § 7.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Master Agreement. A request for mediation shall be made in writing, delivered to the other party to this Master Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings.a Dispute Resolution Board established pursuant to the Dispute Resolution Board Foundation’s Practice and Procedural Manual. The parties must enter into a separate agreement establishing, among others, the scope of the work of the DRB, the responsibilities of the parties, the time for completion of the DRB’s process, payment to DRB members and whether the decision or findings of the DRB will be binding or admissible in other proceedings. The parties may, by mutual agreement, submit to mediation administered by a neutral third party mediator in accordance with American Arbitration Association procedures in effect on the date the claim is made in lieu of a DRB. § 7.2.3 The parties shall share the mediator’s fee and any filing fees equally. The parties shall bear their own attorneys’ fees, expert witnesses’ fees, costs and expenses in the mediation. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 7.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 7.2, the method of binding dispute resolution shall be the following: (Check the appropriate box.) [ ]Arbitration pursuant to Section 7.3 of this Master Agreement [ ]Litigation in a court of competent jurisdiction [ ]Other: (Specify) If the Owner and Architect do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction. § 7.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Master Agreement, any claim, dispute or other matter in question Claims, disputes or other matters in controversy arising out of or related to a Service Agreement subject to, but not resolved by, mediation shall be subject to arbitration, which, unless the parties mutually agree otherwise, the Service Agreement may, by mutual written agreement, be subject to arbitration. In the event the parties agree to utilize an arbitration process, it shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Master Agreement. A demand request for arbitration shall be made in writing, delivered to the other party to this Master Agreement, and filed with the person or entity administering the arbitration.other-party, and must contain all claims then known to that party on which arbitration is permitted. In the event the other party is not willing to submit the matter to arbitration, the dispute shall be resolved through the judicial forum available to the parties. § 7.3.1.1 A demand request for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand request for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question. DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Additions and Deletions Report for AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 5 PAGE 7 § 7.3.3 The If the parties mutually agree to arbitration, the award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. … § 7.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent.arbitration. The Owner and the Architect agree that all parties necessary to resolve a claim shall be parties to the same dispute resolution procedures provided for in this Agreement. Appropriate provisions will be included in all other contracts related to a Service Order to provide for the joinder or consolidation of such dispute resolution procedures. § 7.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this Section 7.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Architect under this Master Agreement. … § 8.1 If the Owner fails to make payments to the Architect in accordance with a Service Agreement, such failure shall be considered substantial nonperformance and cause for termination of the Service Agreement or, at the Architect’s option, cause for suspension of performance of services under the Service Agreement for which the Owner failed to make payment. If the Architect elects to suspend services, the Architect shall give seven days’ written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Owner shall pay the Architect all sums due prior to suspension and any reasonable expenses incurred in the interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the time schedules shall be equitably adjusted. § 8.2 If the services under a Service Agreement have been suspended by the Owner, the Architect shall be compensated for services performed prior to notice of such suspension. When the services under the Service Agreement are resumed, the Architect shall be compensated for reasonable expenses incurred in the interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the time schedules shall be equitably adjusted. … § 8.6 In the event of termination of a Service Agreement not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, Reimbursable Expenses incurred, and all costs attributable to termination, including the costs attributable to the Architect’s termination of consultant agreements. together with Reimbursable Expenses then due. § 8.7 In addition to any amounts paid under Section 8.6, if the Owner terminates a Service Agreement for its convenience pursuant to Section 8.5, or the Architect terminates a Service Agreement pursuant to Section 8.3, the Owner shall pay to the Architect the following fees: (Set forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing fee.) .1 Termination Fee: .2 Licensing Fee if the Owner intends to continue using the Architect’s Instruments of Service: DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Additions and Deletions Report for AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 6 Reserved. PAGE 8 § 9.2 Except as otherwise set forth in a Service Order, the hourly billing rates for services of the Architect and the Architect’s consultants, if any, are set forth below. The rates shall may be adjusted in accordance with the Architect’s and Architect’s consultants’ normal review practices.practices provided Owner consents to such adjustment in writing. … (Insert amount of, or basis for, compensation. If necessary, list specific services to which particular methods of compensation apply.) As set forth in the applicable Service Order. … § 9.4.1 Unless otherwise indicated on the Service Order, Reimbursable Expenses are in addition to compensation for the Architect’s professional services and include the actual expenses incurred by the Architect and the Architect’s consultants directly related to a Service Agreement, as follows: … .2 Long distance services, dedicated data and communication services, teleconferences, Project web sites, and extranets; .3 Permitting and other fees required by authorities having jurisdiction over the Project; .4 .3 Printing, reproductions, plots, and standard form documents; .5 .4 Postage, handling, and delivery; .6 .5 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 .6 Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner or required for the Project; and .8 .7 If required by the Owner, and with the Owner’s prior written approval, the Architect’s consultant’s expense of professional liability insurance dedicated exclusively to the Project, or the expense of additional insurance coverage or limits in excess of that normally maintained by the Architect or the Architect’s consultants, and disclosed by the Architect in writing prior to execution of this Master Agreement or a related Service Agreement; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; and .11 Other similar Project-related expenditures. § 9.4.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect’s consultants plus percent ( %) of the expenses incurred.Reserved. … § 9.5.1.1 Unless otherwise agreed, payments for services provided pursuant to a Service Agreement shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect’s invoice. Amounts unpaid ( ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of monthly or annual interest agreed upon.) PAGE 9 § 9.5.1.2 The Owner shall not withhold amounts from the Architect’s compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. In any DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Additions and Deletions Report for AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 7 event, the Owner shall not withhold payments to the Architect pertaining to a Service Agreement to offset amounts in dispute under a separate Service Agreement.Reserved. … § 10.1 Each Service Agreement shall be governed by the law of the place where the Project described in the Service Order is located, excluding that jurisdiction’s choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 7.3.located. … § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal representatives to each Service Agreement. Neither the Owner nor the Architect shall assign a Service Agreement without the written consent of the other, except that the Owner may assign a Service Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner’s rights and obligations under the Service Agreement, including any payments due to the Architect by the Owner prior to the assignment.other. § 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with the Service Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of the Service Agreement.Reserved. … § 10.9 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 10.9.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. § 10.10 A waiver by either party any default or breach by the other party of any terms or conditions of this Master 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. Special terms and conditions that modify applicable to this Master Agreement are as follows: (Include other terms and conditions applicable to this Agreement.) § 11.1 For other than professional services rendered, to the fullest extent permitted by law, Architect agrees to defend, indemnify, and hold Owner harmless against claims, demands, suits, damages, losses and expenses connected therewith that may be asserted or claimed against, recovered from or suffered by the Owner 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 consultants, agents or employees. For the professional services rendered, to the fullest extent permitted by law, Architect agrees to defend, indemnify and hold Owner 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 consultants, agents or employees. DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 Additions and Deletions Report for AIA Document B121™ – 2018. Copyright © 2014 and 2018 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 8 To the fullest extent permitted by law, Architect agrees to defend, indemnify and hold Owner harmless from any claims, demands, suits, damages, losses and expenses arising from or relating to any claim for violation of intellectual property rights, including without limitation copyright rights arising from or related to the use of any work product provided by Architect or Architect’s consultants, agents or employees. Should Owner be required to bring and 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 Owner 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 Owner for a claim(s) or any portion(s) thereof The obligations of this Section 11.1 shall survive termination of this Master Agreement. § 11.2 In the event it becomes necessary for Owner or Architect to retain an attorney to enforce any of the terms or conditions of this Master Agreement or to give any notice required herein, then the prevailing party or the party giving notice shall be entitled to reasonable attorney’s gees and costs, including fees, salary, and costs of in-house counsel to include the City Attorney. § 11.3 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. In order to satisfy City of Bozeman policy 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, aga, 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. PAGE 10 .2 AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below: (Insert the date of the E203-2013 incorporated into this Master Agreement.) .3 .2 Exhibits: … .4 .3 Other documents: PAGE 11 Jeff Mihelich, City Manager William Hanson, President DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 AIA Document D401™ – 2003. Copyright © 1992 and 2003 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 12:21:23 ET on 08/25/2022 under Order No.2114327997 which expires on 05/25/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1748514677) 1 Certification of Document’s Authenticity AIA® Document D401™ – 2003 I, , hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 12:21:23 ET on 08/25/2022 under Order No. 2114327997 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document B121™ – 2018, Standard Form of Master Agreement Between Owner and Architect for Services provided under multiple Service Orders, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. _____________________________________________________________ (Signed) _____________________________________________________________ (Title) _____________________________________________________________ (Dated) DocuSign Envelope ID: 7C351D58-330B-461C-872E-2A81AA26EC51 President, ThinkOne 9/15/2022