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HomeMy WebLinkAbout07- Prugh & Lenon on the Intermodal Facility _AlA Document 8141'" -1997 Part 1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services TABLE OF ARTICLES 1.1 INITIALlNFORMATION 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 AlA 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 AlA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. 1.2 RESPONSIBILITIES OF THE PARTIES 1.3 TERMS AND CONDITIONS 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.5 COMPENSATION AGREEMENT made as of the Twenty-fourth day of May the year Two Thousand Seven. (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) City of Bozeman P.O. Box 1230 Bozeman, MT 59771-1230 and the Architect: (Name, address and other information) Prugh & Lenon Architects, P.C. 27 East Main Street Bozeman, MT 59715 For the following Project: (Include detailed description of Project) The Bozeman Intennodal Facility. See Attachment A. Program as schematically shown on Drawings AI.O, Al.l, AI.2 and At. Structural design will include design option for two additional floors (approximately 650 cars). Commercial lease space includes "shell" design only. The Owner and Architect agree as follows: AlA Document B141T11-1997 Part 1. Copyright @ 1917,1926,1948,1951,1953,1958,1961,1963,1966,1967, 1970, 1974,1977,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA- Document Is protec:ted by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the mexlmum extent possible under the law. This document was produced by AlA software at 13;46;34 on 05/24/2007 under Order No.1000263548_1 which expires on 10/11/2007, and is not forresale. User Notes: (2592037188) 1 Inlt. .' '!' ARTICLE 1.1 INITIAL INFORMATION fi 1.1.1 This Agreement is based on the following information and assumptions. (Note the disposition for the following items by inserting the requested infonnation or a statement such as "not applicable," "unknown at time of execution" or "to be determined later by mutual agreement. ") fi 1.1.2 PROJECT PARAMETERS fi 1.1.2.1 The objective or use is: (Identify or describe, (f appropriate, proposed use or goals.) Automobile parking garage with incorporated lease space. fi 1.1.2.2 The physical parameters are: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports about the site.) Vz block in downtown Bozeman between Black A venue and Tracy A venue and Mendenhall streets and the alley. fi 1.1.2.3 The Owner's Program is: (Identify documentation or state the manner in which the program will be developed.) The program is schematically drawn in Attacment A. fi 1.1.2.4 The legal parameters are: (Identify pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the site.) City of Bozeman Tracy's Second Addition Lots 16 - 24 Parcel C Amended Plat of Original Plat C-IF City of Bozeman Tracy's Second Addition Lots 13 - IS fi 1.1.2.5 The financial parameters are as follows. .1 Amount of the Owner's overall budget for the Project, including the Architect's compensation, is: unknown at time of execution of this Agreement .2 Amount of the Owner's budget for the Cost of the Work, excluding the Architect's compensation, is: unknown at time of execution of this Agreement fi 1.1.2.6 The time parameters are: (Identify, if appropriate, milestone dates, durations or fast track scheduling.) 1 July 2008 - Base Bid I Sept. 2008 - Alternate #1 (Assumes Construction Contract June 2007.) fi 1.1.2.7 The proposed procurement or delivery method for the Project is: (Identify method such as competitive bid, negotiated contract, or construction management.) General Contractor at risk. Competitive Bid. fi 1.1.2.8 Other parameters are: In it. AlA Document B141™ ~ 1997 Part 1. Copyright @1917, 1926, 1948, 1951,1953, 1958, 1961, 1963, 1986, 1967, 1970, 1974,1977,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law end International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:34:51 on OS/24/2007 under Order No.1000263548_1 which expires on 10/11/2007, and is not for resale. User Notes: (2758155990) 2 " (Identify special characteristics or needs of the Project such as energy, environmental or historic presef1!ation requirements. ) g 1.1.3 PROJECT TEAM g 1.1.3.1 The Owner's Designated Representative is: (list name, address and other information.) See Supplementary B141 Form. g 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review the Architect's submittals to the Owner are: (List name, address and other information.) The City of Bozeman P.O. Box 1230 Bozeman, MT 59771-1230 g 1.1.3.3 The Owner's other consultants and contractors are: (list discipline and, if known, identify them by name and address.) Morrison - Maierle, CiviVSoils Engineer P.O. Box 1113, Bozeman, MT 59771 Graelic, Parking Garage Design 5430 S. 32nd St. West, Billings, MT 59108 Marvin & Associates, Traffic Study 1260 S. 32nd St. West, Billings, MT 59108 g 1.1.3.4 The Architect's Designated Representative is: (list name, address and other information.) Dick Prugh & Jamie Lenon Prugh & Lenon Architects, P.C. 27 East Main Street, Bozeman, MT 59715 g 1.1.3.5 The consultants retained at the Architect's expense are: (list discipline and, if known, identify them by name and address.) Bronec & Associates, Inc., mechanical engineering 2504 West Main Street, Bozeman, MT 59718 Van Dyken Engineering, Electrical Engineering 37 Spanish Peak Drive, Bozeman, MT 59718 DCI Engineers, Structural Engineering 601 W. Riverside Ave., Suite 600, Spokane, WA 99201 g 1.1.4 Other important initial information is: Inlt. AlA Document B141'M -1997 Part 1. Copyright <&> 1917,1926,1946,1951,1953,1956,1961,1963,1966,1967, 1970, 1974,1977,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Documant Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:34:51 on OS/24/2007 under Order No.1 000263548_1 which expires on 10/11/2007, and is not for resale. User Notes: (2756155990) 3 .18 Construction Management .19 Start-up Assistance .20 Record Drawings .21 Post-Contract Evaluation .22 Tenant.Related Services .23 .24 .25 Description of Services. (Insert descriptions of the services designated.) ARTICLE 2.9 MODIFICATIONS fi 2.9.1 Modifications to this Standard Form of Architect's Services: Design and Contract Administration, if any. are as follows: By its execution, this Standard Form of Architect's Services: Design and Contract Administration and modifications hereto are incorporated into the Standard Form of Agreement Between the Owner and Architect, AlA Document B [41- [997, that w", ,"!ered mto by tho pmi" a' of tho dat<" / ~ O~A.~~ ~~/ (Sjq'latl(re) A II. K IsK' A ' ChJt's _' C\u _v ~ ~t~ (Printed name and title) I V ~dJ1~ ef (Signatu e) /1 /C#/lI2i1 (Printed name and title) AlA Document B141TM -1997 Part 2. Copyright @1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1986, 1967, 1970, 1974,1977,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlAe Document Is protected by U.S. Copyright Law and International Treaties. Uneuthorlzed reproduction or distribution of this AlA" Document, or any portion of It. may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 13:39:08 on 05/24/2007 under Order No.1000263548_1 which expires on 10/11/2007, and is not for resale. User Notes: (2700109586) 9 Inlt. This Agreement entered into as of the day and year first written above. OWNER C~A.Xut (Signature) ., C.kr:~ A. }(vl(vl;Rl C(ljt'1cU\"fr ( Printed name and title) (Sig AlA Document 8141"" ~ 1997 Part 1. Copyright @ 1917,1926,1948,1951,1953,1958,1961.1963,1986,1967, 1970. 1974,1977,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduetion or distribution of this AlA" Document, or any portion of it, may result in severe eivlland criminal penalties, and will bs prosecuted to the maximum extent possible under the law. This document was produced by AlA software aI13:34:51 on 05/24/2007 under Order No.1 000263548~ 1 whiCh expires on 10/11/2007. and is not for resale. User Notes: (2758155990) 11 Inlt. AlA DOCUMENT B141, 15th EDITION - 1997 SUPPLEMENTARY FORM Prugh and Lenon Architects Downtown Bozeman Intermodal Facility April 16, 2007 Standard Form: The Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services: Design and Contract Administration, ALA Document B141, 15th Edition, 1997, Articles 1 through 2 inclusive, is part of this Supplementary Form and is incorporated by reference as if fully set forth herein. For brevity, the Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services: Design and Contract Administration, AIA Document B 141, 15th Edition, 1997, is also referred to as the "Agreement." The following Supplementary Form modifies, change, delete from, and add to, the Agreement. Where any portion of the Agreement is modified or deleted or any paragraph, subparagraph or clause thereof is modified or deleted by this Supplementary Form, the unaltered provisions of the Agreement shall remain in effect. 1.1 1.1.1 Insert the following in the space provided after Paragraph 1.1.1: For the purposes ofthis Agreement, the Standard Form Agreement Between Owner and Architect and the Standard Form of Architect's Services: Design and Contract Administration, ALA Document B 141, 15th Edition, 1997, shall be construed as one merged document and are considered Contract Documents as defined in the General Conditions of the Contract for Construction, ALA Document AZOl, 15th Edition, 1997 and the Supplementary Conditions to ALA Document A201, 15th Edition, 1997. 1.1.2 1.1.2.1 Insert the following in the space provided after Subparagraph 1.1.2.1: Design an intermodal facility which includes a parking garage, with incorporated bus transfer facility and pedestrian shelter, lease commercial retail space, and related site improvements. The parking garage will consist of approximately 159,900 square feet and 10,070 of commercial spacc. The design guidclines for Phase I include parking to accommodate: 102 basement parking spaces, 67 grade level spaces, 100 spaces on the second level, 66 spaces on the third level. Phase II will add an additional 100 spaces. City of Bozeman Page 1 of 20 1.1.2.2 Insert the following in the space provided after Subparagraph 1.1.2.2: The Intermodal Facility shall be located on the half acre block in downtown Bozeman between North Black and North Tracy A venues and the alley and East Mendenhall Street. 1.1.2.3 Insert the following in the space provided after Subparagraph 1.1.2.3: The Owner's Program shall be developed by the Architect pursuant to a separate agreement with the Owner. 1.1.2.7 Insert the following in the space provided after Subparagraph 1.1.2.7: It is the Owner's intent to competitively bid both Phase I and Phase II for construction. The Project will be bid and constructed using the services of a "Construction Manager, Contractor at Risk" pursuant to a separate agreement with the Owner. Due to the fact that federal funding has been secured for the project, all bidding will be done in compliance with federal bidding requirements. 1.1.3 1.1.3.1 The Owner's Construction Representative shall be: James Goehrung, Director of Facility Services, City of Bozeman, P.O. Box 1230, Bozeman, MT 59771, Telephone: (406) 582-3232, Fax: (406) 582-3201, jgoehrung @ Bozeman.net 1.1.3.2 City of Bozeman Parking Commission, Chris Pope, chairman. 1.1.5 Replace Paragraph 1.1.5 in its entirety with the following: 1.1.5 When the services under this Agreement include the administration of the Contract for Construction between the Owner and the Contractor, the General Conditions of the Contract for Construction referenced in this Agreement shall be the General Conditions of the Contract for Construction, ALA Document A201, 15th Edition 1997, and the Supplementary Conditions to ALA Document A201, 15th Edition, 1997. Modifications made by inclusion of the Supplementary Conditions to ALA Document A201, 15th Edition, 1997, shall be subject to the provisions in subparagraph 2.6.1.1 herein. 1.2.2 Replace Subparagraph 1.2.2.2 in its entirety with the following: 1.2.2.2 The Owner shall inform the Architect in writing of changes in the Fixed Limit in the Cost of the Work. The Owner shall not significantly increase or decrease the overall budget, the portion of the budget allocated for the Cost of the Work, or contingencies included in the overall City of Bozeman Page 2 of 20 budget or a portion of the budget, without the agreement of the Architect to a corresponding change in the Project scope and quality. Add the following at the end of Subparagraph 1.2.2.4: ..... .and approved by the owner in advance. Add the following at the end of Subparagraph 1.2.2.5: However, to the extent that testing or surveying services are necessary as a result of errors, omissions, or inconsistencies in the Contract Documents or in the performance of services by the Architect, the Architect shall engage such providers and pay the cost thereof. Where such remedial services are performed by providers already engaged by the Owner, any fees paid to the provider by the Owner for such services shall be deducted from the first Basic Fees subsequently due to the Architect. Add the following new Subparagraphs to Paragraph 1.2.2: 1.2.2.8 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description ofthe site when available. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; wetland delineations; right-of-ways, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. 1.2.2.10 The Owner shall provide the Architect copies of the draft versions and fully executed versions ofthe General Conditions of the Contract for Construction, AlA Document A201, 15th Edition, 1997 and the Supplementary Conditions to AlA Document A201, 15th Edition, 1997. 1.2.3 1.2.3.1 Add the following at the end of Subparagraph 1.2.3.1: The "Architect," as defined in this Agreement, includes the Architect's employees, consultants, agents, and subcontractors. Replace Subparagraph 1.2.3.5 in its entirety with the following: 1.2.3.5 The Architect shall not engage in any activity, or accept any employment, interest or contribution, which could create an appearance of a conflict of interest or risk of compromise of the Architect's professional judgment, except upon the Owner's written consent after full City of Bozeman Page 3 of 20 disclosure by the Architect of all relevant facts. Replace Subparagraph 1.2.3.6 in its entirety with the following: 1.2.3.6 The Architect intends that its designs, documents, and services shall conform to applicable federal, state, and local statutes, ordinances, and regulations governing the Project and the Work. The Architect agrees and acknowledges that this duty is non-delegable, and the Architect, by signing drawings or preparing drawings to submit for purposes of building permits, certifies that it has taken every reasonable measure to ascertain the codes that are applicable to the Project. Nothing in this Agreement shall be construed to eliminate the Architect's responsibility for compliance of its designs, its documents, and its services provided with local, state, and federal statutes, and regulations, induding, but not limited to, those that relate to hazardous materials relating to new construction on the Project, the intent of the Americans with Disabilities Act, and current building code requirements. Add the following new Subparagraphs to Paragraph 1.2.3: 1.2.3.8 The Architect agrees with the Owner to furnish services that are consistent with professional skill and care that is standard in the profession of architecture and to cooperate with the Owner in furthering the Owner's best interests. 1.2.3.9 The Architect is engaged hereunder as an independent contractor, and the Architect shall have no right or authority to enter into any binding commitments, agreements or contracts on the Owner's behalf without the Owner's prior express written consent. 1.2.3.10 The Architect agrees to pay any damages incurred by the Owner resulting from the negligent acts ofthe Architect and/or negligent errors or omissions in Construction Documents prepared by the Architect. 1.2.3.11 The Architect's obligations pursuant to Subparagraph 1.2.3.10 are in addition to and not in lieu of other remedies available to the Owner. 1.2.3.12 The Architect shall furnish the Owner proofthat the engineers listed in subparagraph 1.1.3.5 are currently registered as professional engineers in the State of Montana and shall acknowledge and represent to the Owner that they do not have a connection with the sale of any equipment or material such as might be used in connection with the Project, and shall show that they are not currently engaged or interested in any business which may cause a preference for specific products or services connected with the Project. Any of said engineers may be employees of or partners with the Architect. If, during the course of the Project, the engineers listed in Subparagraph 1.1.3.5 are replaced with other engineers, such replacement must be approved in writing by the Owner. Failure ofthe Owner to object to any engineer shall not in any manner release thc Architect of any responsibility for such engineer services. 1.2.3.13 The Architect shall visit and familiarize himself with the Project Site and its City of Bozeman Page 4 of 20 .__.~--"--- surrounding areas. The Architect is responsible for appraising itself of the codes, regulations, laws and ordinances affecting the Projecting including, without limitation, local, county, state and federal codes, regulations, laws and ordinances. 1.3.1 Replace Subparagraph 1.3.1.2 in its entirety with the following: 1.3.1.2 The Cost of the Work shall include the cost, at current market rates, of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect. After bidding, the Cost ofthe Work shall be equal to the amount of the Construction Contract with the hired Contractor pursuant to the General Conditions of the Contract for Construction, AlA Document A201, 15th Edition 1997, and the Supplementary Conditions to AlA Document A201, 15th Edition, 1997. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work. 1.3.3 1.3.3.1 After the first sentence of Subparagraph 1.3.3.1, replace the remainder of Subparagraph 1.3.3.1 with the following: The Architect shall notify the Owner in writing upon the Architect's determination that Changes in Services are needed and justified. The Architect shall indicate in that notice (a) the scope of the change, (b) the reason for the change, (c) the estimated financial and schedule impacts of the change, and (d) a definitive statement of fees due the Architect for professional services and expenses related to such change. Owner agrees to pay for all changes in services approved by Owner; however, in addition to any other remedies available to the Owner under this Agreement or under law, to the degree that the change was the result of an error or omission in the Contract Documents or was otherwise avoidable by full performance by the Architect, the professional services required to implement the change shall be performed by the Architect and the Architect's Consultants at no cost to the Owner. 1.3.3.2 Replace Subparagraph 1.3.3.2 in its entirety with the following: Except as otherwise limited herein, if circumstances that are not addressed in this Agreement or that are not reasonably within the scope of this Agreement result in a material increase in the scope of the Architect's services, the Architect shall be entitled to a reasonable and appropriate adjustment in schedule and compensation. The Architect shall not be compensated for services related to mediation, or litigation in which the Architect is a party. Should the Architect believe that a change justifies adjustment of the schedule governing the Architect's performance or compensation or any other material adjustment in the Architect's services, the Architect shall give advance written notice of the change to the Owner immediately upon the event giving rise to the alleged adjustment. Notice shall include a description and cause of the event giving rise to City of Bozeman Page 5 of 20 the requested adjustment, the amount of the adjustment, the impact on the schedule of the Architect's performance of it, and substantiation for amounts or time claimed. No adjustment in the Architect's scope of services shall be initiated prior to receipt of the Owner's written approval of said scope of services. 1.3.4 1.3.4.1 Second sentence, strike.... ....to arbitration or.... d. 1.3.4.3 Replace the second sentence of Subparagraph 1.3.4.3 with the following: Any mediation commenced pursuant to Subparagraph 1.3.4 shall occur in Gallatin County, Montana. 1.3.4.4 Replace the third sentence with - In such event, mediation shall proceed in advance of legal or equitable 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 or the parties by court order. 1.3.5 1.3.5.1 Delete Subparagraph 1.3.5.1 in its entirety. 1.3.5.2 Delete Subparagraph 1.3.5.2 in its entirety. 1.3.5.3 Delete Subparagraph 1.3.5.3 in its entirety. 1.3.5.4 Delete Subparagraph 1.3.5.4 in its entirety. 1.3.5.5 Delete Subparagraph 1.3.5.5 in its entirety. 1.3.6 1.3.6 Delete Paragraph 1.3.6 in its entirety. 1.3.7 1.3.7.1 Replace the words "the law of the principal place of business of the Architect, unless otherwise provide in Paragraph 1.4.2" in Subparagraph 1.3.7.1 with "the law of the State of Montana." 1.3.7.2 Replace "current as of the date of this Agreement" with the following: 15th Edition, 1997 and the Supplementary Conditions to the Contract for Construction, AlA Document A201, 15th edition, 1997. City of Bozeman Page 6 of 20 Replace Subparagraph 1.3.7.3 in its entirety with the following: 1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall be governed by Montana Law. 1.3.7.4 Delete Subparagraph 1.3.7.4 in its entirety. 1.3.7.6 Add the following at the end of Subparagraph 1.3.7.6: unless the toxic materials or substances were brought to the Project site pursuant to the terms of the Contract Documents. Should the Architect become aware of the presence of hazardous materials or toxic substances on the Project site, the Architect shall as soon as feasibly possible report the presence to the Owner in writing. The Architect shall include in the Contract Documents, a requirement that the Contractor certify that the completed Work does not contain any hazardous materials or restricted toxic substances. The Owner shall approve the language contained in this requirement prior to issuing the Contract Documents for bidding as required pursuant to Subparagraph 2.4.4.6. Inclusion ofthis requirement shall be the Architect's only obligation related to hazardous materials or toxic substances. 1.3.7.7 Add the following in the first sentence of Subparagraph 1.3.7.7, after the words "The Architect": , after receiving the Owner's written consent which shall not be unreasonably withheld, Add the following new Subparagraph 1.3.7.10 to Paragraph 1.3.7: 1.3.7.10 The Architect represents that it is financially solvent, able to pay its debts as they mature, and possesses sufficient working capital to complete the Services and perform its obligations under this Agreement and under the Contract Documents. The Architect further acknowledges and represents that the Owner is relying on the Architect's representation that it possesses sufficient skill, knowledge, experience, and ability to fully perform the Services and its obligations under this Agreement. The Architect shall assign a team of professionals as designated in Subparagraph 1.1.3.5 ("the Project Team") to perform designated tasks. The Architect shall not make substantial changes to the Project Team without the approval ofthe Owner. 1.3.8 Replace Subparagraph 1.3.8.1 in its entirety with the following: 1.3.8.1 Ifthe Owner fails to make payment to the Architect in accordance with this Agreement, such failure shall be considered nonperformance and cause for termination or suspension of performance of services, at the Owner's option, under this Agreement. The Architect shall give City of Bozeman Page 7 of 20 . the Owner twenty-one (21) days written notice of the Architect's intention to terminate or suspend provision of services. This notice shall specify detailed grounds for the intended termination or suspension. In the event of 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 Architect shall be paid all sums due prior to the suspension and the time schedules shall be equitably adjusted. However, if the Architect wrongfully terminates this Agreement or suspends Architect's services, the Architect shall be liable to Owner for all damages resulting from said wrongful termination or suspension of servIces. Replace Subparagraph 1.3.8.2 in its entirety with the following: 1.3.8.2 Unless otherwise noted herein or in the Project Schedule most recently approved by the Owner, ifthe Project is suspended by the Owner for more than thirty-five (35) consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. The Owner shall provide the Architect seven (7) days written notice prior to re-commencing the Proj ect. 1.3.8.3 Replace the words "seven days' written notice" with the words "twenty-one (21) days' written notice." Replace Subparagraph 1.3.8.4 in its entirety with the following: 1.3.8.4 This Agreement may be terminated by the Owner upon not less than twenty-one (21) days' written notice should the Architect fail to perform his obligations under this Agreement when that failure is not solely the result ofthe failure of the Owner to perform his obligations under this Agreement. This notice shall specify detailed grounds for the intended termination. 1.3.8.7 Insert the words "due immediately prior to the termination" between "services" and "of'. Delete the words ", plus an amount for the Architect's anticipated profit on the value ofthe services not performed by the Architect". 1.3.9 Replace Subparagraph 1.3.9.1 in its entirety with the following: 1.3.9.1 Unless noted otherwise in this Agreement, the Owner shall pay the Architect for services properly rendered and for reimbursable expenses within 35 days after the Owner's receipt of a monthly invoice in the form approved by the Owner. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. 1.3.9.2.1 Delete Subparagraph 1.3.9.2.1 in its entirety. City of Bozeman Page 8 of20 1.3.9.2.2 Delete Subparagraph 1.3.9.2.2 in its entirety. 1.3.9.2.4 Delete Subparagraph 1.3.9.2.4 in its entirety. 1.3.9.2.5 Delete Subparagraph 1.3.9.2.5 in its entirety. 1.3.9.2.6 Add at the end of the paragraph, provided proper documentation is presented to the Owner and no mark-up or added charges are passed along to the Owner for these coverage requirements; and that any requested coverage is in addition to coverage that is normally reasonable and prudent for a professional architect to maintain. 1.3.9.2.8 Delete Subparagraph 1.3.9.2.8 in its entirety. 1.3.9.3 Delete the words "mutually convenient times" from Subparagraph 1.3.9.3 and replace with the words "the Owner's request." Add the following at the end of Subparagraph 1.3.9.3: The Architect hereby waives all rights to payment by the Owner for otherwise reimbursable expenses when (a) the expense was incurred more than one hundred eighty (180) days before the date on which the Owner receives the first invoice from the Architect requesting payment for that expense; (b) the first invoice for that expense is not accompanied by detailed, credible, and legible documentation indicating that project-related nature of the expense; or (c) that evidence is produced in a form that is inconsistent with the form of the invoice. 1.4.1 1.4.1.1 Add the words "and Supplementary Form to AIA Document B141, 15th Edition, 1997" at the end of Subparagraph 1.4.1.1. 1.4.1.2 Add the words "and Supplementary Form to AIA Document B141, 15th Edition, 1997" after the words "Document B 141-1997" in Subparagraph 1.4.1.2. Delete "or as follows:" in Subparagraph 1.4.1.2 and replace with the following: and Section 4 of the General Conditions of the Contract for Construction, AlA Document A201, 15th Edition, 1997 and Supplementary Conditions to AIA Document A201, 15th Edition, 1997. 1.4.2 Insert after the words "as follows" in Paragraph 1.4.2. the following new Subparagraphs: 1.4.2.1 The Architect agrees to maintain the following insurance coverage during the term of this agreement: 1. Professional Liability Insurance with limits of at least $1,000,000.00 per claim and $2,000,000.00 aggregate. City of Bozeman Page 9 of 20 The Owner understands that the Architect's professional liability policy is an "expense within limits" policy and that the applicable policy limit is reduced by attorney's fees and costs incurred in defense of a claim. This policy shall remain in effect at least through the warranty period but in no case for less than twelve (12) months after the date of issuance of the final Certificate ofPayrnent by the Architect. 2. Commercial General Liability Insurance with limits of at least $1,000,000.00 per occurrence and $2,000,000.00 aggregate. 3. A Worker's Compensation Policy that complies with applicable Montana law. Upon execution ofthis Agreement, the Architect will provide to the Owner Certificates of Insurance or other evidence demonstrating that the Architect has obtained the insurance coverage required by this section. 1.4.2.2 The Architect agrees to indemnify and hold harmless the Owner against all damages, liabilities or costs, including reasonable attorney's fees, to the extent caused by the Architect's negligent performance of professional services under this Agreement. The Owner agrees to indemnify and hold harmless the Architect against all damages, liabilities or costs, including reasonable attorney's fees, to the extent cause by the Owner's negligent acts in connection with the Project. Neither the Owner nor the Architect shall be obligated to indemnify the other party for the other party's own negligence. 1.5 1.5.1 Insert after the words "as follows" in Paragraph 1.5.1 the following: Start Up Revise Documents/City Consult. Coordination Bidding Phase Construction Phase $ 12,000.00 $ 39,000.00 $ 24,060.00 $ 72,190.00 TOTAL $ 147,250.00 1.5.2 Replace Paragraph 1.5.2 in its entirety with the following: City of Bozeman Page 10 of20 1.5.2 Where the Owner has approved Changes in Services request in writing by the Architect under Subparagraph 1.3.3.1, and in the absence of a written agreement between the Owner and Architect stating otherwise, the Architect shall be compensated based upon the Architect's hourly rate schedule and schedule of other services, which is attached hereto and incorporated herein as Exhibit A. 1.5.3 Insert the following in the space provided in Subparagraph 1.5.3: One and One Tenth (1.1) 1.5.4 Insert the following in the space provided in Subparagraph 1.5.3: Zero (0) 1.5.6 Delete Paragraph 1.5.6 in its entirety. 1.5.7 Delete Paragraph 1.5.7 in its entirety. Replace Paragraph 1.5.8 in its entirety with the following: 1.5.8 The Architect shall issue monthly invoices, on or about the same day each month. The Owner shall pay amounts properly due not more than thirty-five (35) days after the date of the Owner's receipt of an invoice for those amounts. The Architect shall submit with each invoice a current, itemized statement of amounts invoiced, amounts received, reimbursable expenses invoiced and received, and all other funds sought from the Owner and received by the Architect. All invoices shall be sequentially numbered. Where the Owner specifies payment to cover a certain invoice or portion of an invoice, the Architect shall apply the payment to the account as specified and shall so indicate that application on subsequent monthly statements. Replace Paragraph 1.5.9 in its entirety with the following: 1.5.9 If the services covered by this Agreement have not been completed within twenty-four (24) months of the date hereof, through no fault of the Architect, extension ofthe Architect's services beyond that time shall be compensated as provided in Paragraph 1.5.2. 2.1.7.5 If the Fixed Limit ofthe Cost of the Work is exceeded by the lowest responsible bidder, the Owner shall: .1 give written approval of an increase in the Fixed Limit of the Cost ofthe Work; .2 authorize rebidding of the Project within a reasonable time; .3 terminate the Project in accordance with Paragraph 1.3.8.5; or City of Bozeman Page 11 of 20 .4 cooperate in revising the Project scope and quality as required to reduce the Cost of the Work. .5 accept or reject any alternates or phases of the project in order to stay within the fixed cost limit and the architect will assist the owner in any related negotiations. Replace Subparagraph 2.1. 7.6 in its entirety with the following: 2.1.7.6 If the Owner chooses to proceed under Sub-Subparagraph 2.1.7.5.4, the Architect, will cooperate with the Owner & Contractor, and shall modify the Contract Documents for which the Architect is responsible under this Agreement as necessary for the purpose of re-bidding the Project, or portions of the project, to comply with the Fixed Limit of the Cost of the Work. The modification of such documents shall be the limit of the Architect's responsibility under this Paragraph 2.1.7. The Architect's and Consultants' fee for this work shall be agreed to by the Owner. Add the following new Subparagraph to Paragraph 2.1.7: 2.1.7.7 Should construction of the Project not be commenced by the Owner, the Architect shall be entitled to compensation in accordance with this Agreement for all services performed as of the date Architect receives written notice that the Project shall not be commenced. 2.2 Replace Subparagraph 2.2.1.1 in its entirety with the following: 2.2.1.1 The Architect and the Owner have agreed to create a program pursuant to a separate agreement. 2.2.1.2 Delete Subparagraph 2.2.1.2 in its entirety. 2.2.1.3 Delete Subparagraph 2.2.1.3 in its entirety. 2.4 Add the following new Subparagraphs to Paragraph 2.4: 2.4.1.1 The Architect's design services shall also include consultants specified in Subparagraph 1.1.3.5. 2.4.1.2 Additional consultants may be added to the Architect's services as a Change of Services when such services are reasonably required by the scope of the Project. Either the Owner or the Architect may request the addition of consultants. The scope of service of such consultants and the compensation for consultants' services will be determined by the Architect and proposed to the Owner in writing, No additional consulting services will be provided City of Bozeman Page 12 of20 without first receiving written approval of the proposed scope, compensation and agreement to pay for such services from the Owner. Replace Subparagraph 2.5.4.3 in its entirety with the following: 2.5.4.3 The Architect shall distribute the bidding documents to prospective bidders and request return of the documents upon completion of the bidding process. The Architect shall maintain a log of distribution and retrieval. The Owner shal1 pay al1 costs associated with the distribution of the bidding documents as a reimbursable expense. 2.5.4.4 Add the fol1owing to the end of Subparagraph 2.5.4.4: fol1owing receipt of the Owner's written approval for all substitutions. Add the following new Subparagraph to Subparagraph 2.5.4: 2.5.4.8 Any revisions or corrections after the Construction Documents have been released to bidders shall only be made by addenda after written approval has been obtained from the Owner. Previous acceptance of the Construction Documents will not limit the Owner's right to request the revisions and/or corrections after the Construction Documents have been released to the bidders, but shall entitle the Architect to submit a claim for additional compensation to the extent extra services are required thereby at no fault ofthe Architect. Any revisions or corrections inconsistent with previous approvals by the Owner shall be accomplished by the Architect, but shall entitle the Architect to submit a claim for additional compensation. 2.5.5 2.5.5 Delete Paragraph 2.5.5 in its entirety. 2.5.5.1 Delete Subparagraph 2.5.5.1 in its entirety. 2.5.5.2 Delete Subparagraph 2.5.5.2 in its entirety. 2.5.5.3 Delete Subparagraph 2.5.5.3 in its entirety. 2.5.5.4 Delete Subparagraph 2.5.5.4 in its entirety. 2.5.5.5 Delete Subparagraph 2.5.5.5 in its entirety. 2.6.1 2.6.1.1 Replace the words "current as of the date of this Agreement." in Subparagraph 2.6.1.1 with the words "15th Edition, 1997." Add the words "and the Supplementary Conditions to AlA Document A201, 15th Edition, 1997" to the end of the first sentence of Subparagraph 2.6.1.1. City of Bozeman Page 13 of20 Replace the last sentence of Subparagraph 2.6.1.1 with the following: Modifications made to the General Conditions, and herein referred to as Supplementary Conditions, shall be enforceable under this Agreement to the extent that those modifications are consistent with this Agreement or approved in writing by the Architect. The Architect shall not incorporate terms in the Contract Documents (including the General Conditions for Construction, AIA Document A201, 15th Edition, 1997) that are inconsistent with this Agreement unless, after full written disclosure by the Architect to the Owner of the nature, scope, and impact of any inconsistency or lack of coordination, such change is nonetheless demanded by the Owner in writing. The Architect shall perform all duties and obligations that are specifically assigned to the Architect in the General and Supplementary Conditions for Construction, AlA Document A20l, 15th Edition, 1997, unless such duties or obligations on the part of the Architect are expressly waived in this Agreement. Where, in that absence of express Owner authorization, the Architect has incorporated terms inconsistent with this Agreement in the Contract Documents, the Owner may elect (at the time when the need for such election or probable consequences of such an election become known to the Owner) which terms will bind the Architect. Upon the Owner discovering the incorporation of inconsistent terms, the Owner shall, as soon as feasibly possible, provide the Architect written notice of the inconsistent terms and which terms the Owner elects to bind the Architect. The Architect shall be responsible for full performance under those terms at no additional cost to the Owner. The Architect shall also be liable for the breach of that performance and any incidental or consequential damages incurred by the Owner as a result of the Architect's incorporation of inconsistent or uncoordinated terms. Modifications to the AlA Document A201 are contained in the Supplementary Conditions to AlA Document A20l that are adopted as part of the Contract Documents. 2.6.1.2 Delete all words after "terminates" in Subparagraph 2.6.1.2 and replace with "after completion of the eleven (11) month inspection and submittal report as required in Subparagraph 2.6.6.5." 2.6.1.4 Replace the words "with consent of the Contractor, which consent will not be unreasonably withheld" in Subparagraph 2.6.1.4 with the words "and notice to the Contractor." 2.6.1.5 Add the following to the end of Subparagraph 2.6.1.5: The Architect shall include in the Contract Documents a requirement that the Contractor issue a number (in a single consecutive series) to each Request for Information (hereinafter "RFI") prepared by the Contractor, Subcontractors, the Owner, or others, before submittal of the RFI to the Architect. The Architect shall refer to that RFI by number in all subsequent correspondence, Change Orders, Change Directives, reports, etc. related to that RFI or its resolution. The Architect shall simultaneously issue a written responsive answer to the Contractor and the Owner for each RFI in writing with the promptness necessary to avoid unnecessary delay or cost. 2.6.1.7 Delete the words "Owner and" in the first sentence of Subparagraph 2.6.1.7. City of Bozeman Page 14 of20 2.6.2 Replace Subparagraph 2.6.2.1 in its entirety with the following: 2.6.2.1 The Architect shall endeavor, by providing on-site observation and evaluation, to protect and safeguard the Owner against defects and deficiencies in the Work performed and materials provided by the Contractor or Subcontractors (and against non-compliance by the Contractor or Subcontractors with the terms of the Contract Documents), but the Architect does not guarantee the performance of the Contract or subcontracts. The Architect shall also exercise due diligence in determining in general if the Work as it progresses will, when completed, be in conformance with the Construction Documents. The Architect will exercise the care and diligence necessary to discover and promptly report to the Owner the defects or deficiencies in the Work of the Contractor or any of his Subcontractors, or their agents or employees. The Architect, a senior member ofthe Architect's staff, or a competent inspector especially employed by the Architect and approved by the Owner, shall visit the Project site not less than twice per week for a period of not less than one (1) hour per visit nor less than four (4) total hours per five (5) day work week while active construction ofthe Project is in progress and shall furnish to the Owner a copy of a report on the progress of the construction and the condition on the Project site every week. Except in cases of emergency, the Architect shall not authorize nor direct any stoppage, removal of Work in place, or order substantive changes in Work affecting the Contract Sum or the Contract Time without prior written approval by the Owner. The Architect shall specifically provide and be responsible for the following services: .1 Observe bearing surface of excavation prior to placing of concrete. .2 Observe significant reinforcing steel after installation and before concrete is placed. .3 Observe placing of structural concrete. .4 Review significant laboratory results. .5 Observe significant structural systems after erection and prior to its being covered or enclosed. .6 Observe significant mechanical and electrical work following its installation and prior to its being covered or closed. .7 Observe exposed surfaces for general compliance with the Construction Documents. Written records and reports of all inspections shall be delivered to the Owner every two weeks for the previous two-week period. Should the quality of the workmanship or circumstances be City of Bozeman Page 15 of20 such that the performance of the Contract Documents can not be carried out, the Owner shall be immediately notified in writing. The Architect shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. 2.6.2.2 The Architect shall report to the Owner known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. Upon the Architect discovering any defects or deficiencies in the Work of the Contractor, the Architect shall inform the Owner of said defects and deficiencies and shall report any non-conformance or deviation to the Owner promptly in writing. The Architect shall be responsible for any errors or omissions in the Project plans and specifications. Such responsibility shall include prompt correction, at Architect's expense, of any such errors or omissions. However, the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. 2.6.2.4 Insert the words "With the exception of the Owner's Construction Representative," at the beginning of Subparagraph 2.6.2.4. 2.6.2.5 Add the following to the end of Subparagraph 2.6.2.5: Such inspection or testing required by the Architect shall only be accomplished after obtaining the Owner's concurrence and agreement to pay for such work. Add the following new Subparagraph 2.6.2.6 to Paragraph 2.6.2: 2.6.2.6 Observation shall consist of the Architect's visual observation of materials, equipment, or the Work for the purpose of ascertaining that the Work is in general conformance with the Contract Documents and with the design intent. Such observation shall not be construed to relieve the Contractor in any way from his obligations and responsibilities under the Contract for Construction. Specifically, but without limitation, observation by the Architect shall require the Architect to neither assume responsibilities for the means and methods of construction nor for the safety on the Project site. 2.6.4 Replace Subparagraph 2.6.4.1 in its entirety with the following: 2.6.4.1 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept City of Bozeman Pagc 16 of20 expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility ofthe Contractor as required by the Contract Documents. However, the Architect shall confirm dimensions where possible when the Contractor has requested assistance with dimensions due to field conditions or inconsistencies in the Construction Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. Replace Subparagraph 2.6.4.2 in its entirety with the following: 2.6.4.2 The Architect shall maintain a record of each submittal received from the Contractor. The record shall include, at a minimum, the date received, the action taken, and the date returned to the Contractor. The Architect shall provide one copy of all submittals to the Owner simultaneously with the return of reviewed submittals to the Contractor. Replace Subparagraph 2.6.4.3 in its entirety with the following: 2.6.4.3 The fire protection system, and any other systems, materials and equipment mutually agreed to in writing by the parties that require professional design services or certifications by a design professional shall be specifically required of the Contractor by the Contract Documents and the Architect shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by the design professional. 2.6.5 Add the following at the end of the first sentence of Subparagraph 2.6.5.2: 2.6.5.2 and shall report the results of his analysis in writing to the Owner and Contractor as expeditiously as feasible. 2.6.6 2.6.6.1 Add the following to the end of Subparagraph 2.6.6.1: City of Bozeman Page 17 of20 The date(s) of Substantial Completion or Final Completion shall be mutually agreed upon in writing by the Owner and the Architect. The Architect shall review warranties, building operating and maintenance manuals, and related documents provided by Contractor in accordance with the Construction Documents. Add the following new Subparagraph 2.6.6.5 to Paragraph 2.6.6: 2.6.6.5 The Architect shall prepare and submit to the Owner one (1) set of reproducible record drawings indicating significant changes in the Work made during construction that deviate from the original construction drawings. The record drawings shall show changes based on marked up record drawings received from the Contractor following completion of the Work. The Architect's field observations, change directives, change orders, Contractor furnished drawings and other data furnished by the Contractor to the Architect shall be used to corroborate or modify indicated changes noted on the Contractor's marked up record drawings. The accuracy of the Architect's record drawings is not expected to be any greater than the accuracy of the original contract drawings or the accuracy of the Contractor supplied information regarding changes in the Work. Add the following new Subparagraph 2.6.6.6 to Paragraph 2.6.6: 2.6.6.6 The Architect, accompanied by the Architect's Mechanical and Electrical Consultants and the Owner's Construction Representative, shall make one (1) complete inspection of the Work approximately eleven (11) months following the date of Substantial Completion of the Work. The Architect shall determine, based upon the Architect's professional opinion, whether the Work and all portions ofthe Work are in general compliance with the Contract Documents. The Architect shall report in writing to the Owner the findings of the inspection noting any areas of noncompliance with the Work. The Architect shall notify the Contractor of any areas of noncompliance and inform the Contractor of his obligations to remediate the noncompliant areas of the Work. When notified by the Contractor that all remedial Work has been satisfactorily completed, the Architect will re-inspect the remedial Work and report the findings to the Owner. The Architect is not, however, obligated in any way to the Owner for the Contractor's performance under the terms of the Contract f02r Construction for completion of necessary remedial Work. 2.7 2.7.1 Delete Paragraph 2.7.1 in its entirety. 2.7.2 Delete Paragraph 2.7.2 in its entirety. 2.8 2.8.2.1, Delete in its entirety. 2.8.2.2, Delete in its entirety. 2.8.2.3, Delete in its entirety. City of Bozeman Page 18 of20 . 2.8.2.5, Delete in its entirety. 2.8.3 Delete Paragraph 2.8.3 in its entirety. 2.9 Replace Paragraph 2.9.1 in its entirety with the following: 2.9.1 This Agreement shall be governed by the laws of the State of Montana. Add the following new Paragraphs to Paragraph 2.9: 2.9.2 No waiver of any breach of anyone of the terms, conditions or covenants of this Agreement by the Owner or the Architect shall be deemed to imply or constitute a waiver of any other term, condition or covenant of this Agreement. The failure of either party to insist on strict performance of any term, condition or covenant herein set forth, shall not constitute or be construed of as a waiver of the rights of either party to enforce any other default or breach of such term, condition or covenant. Such failure by either party to insist upon strict performance of this Agreement shall not be deemed sufficient grounds to enable either party to forego or subvert or otherwise disregard any other term, condition or covenant of this Agreement. 2.9.3 If any provision, paragraph, subparagraph or sub-subparagraph ofthis Agreement is adjudged by any court to be invalid, illegal, void, or unenforceable in whole or in part, this adjudication shall not affect the validity of the remainder of this Agreement, including any other provision, paragraph, subparagraph, or sub-subparagraph. Each provision, paragraph, subparagraph, or sub-subparagraph ofthis Agreement is separable from every other provision, paragraph, subparagraph or sub-subparagraph and constitutes a separate and distinct covenant. 2.9.4 Any notices required or permitted under this Agreement or which any party elects to give shall be in writing and delivered either personally to the other party or by depositing such notice with the U.S. Postal Service, postage fully prepaid, to the address designated below, by Certified Mail, return receipt requested, or to such other address as either party may later designate in writing. Any notice given by mail, as herein provided, shall be deemed given when deposited in the United States Mail: Owner: City of Bozeman Attn: James Goehrung - Owner's Construction Representative P.O. Box 1230 Bozeman, MT 59771 Architect: Prugh & Lenon Architects, PC Attn: Dick Prugh 27 E. Main Street Bozeman, MT 59715 City of Bozeman Page 19 of20 " , 2.9.5 This Agreement may be executed in several counterparts, and each such counterpart shall be deemed an original and is fully enforceable. City of Bozeman Page 20 of 20