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Architectural Contract for the Expansion of the Landfill Building
t CO. Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: James Goehrung, Director of Facility Services Chris Kukulski, City Manager SUBJECT: Award of Architectural Contract for the Expansion of the Landfill Building MEETING DATE: April 21, 2009 RECOMMENDATION: Authorize the City Manager to sign the contract with Dowling Sandholm Architects for design,bidding, and construction oversight services in the expansion of the Bozeman Landfill Office Building. The fee for services contract is in the amount of$45,000 for Schematic Design; Design Development; Construction Documents; Bidding; and Contract Administration. BACKGROUND: The existing office and staff area at the current landfill building is not able to handle the number of employees working in the Solid Waste Division. The original 8,640 square foot building was built in 1999. A 4,320 square foot addition was added in 2002 for additional truck space. Since 1999, the number of employees has increased from 8 to 17. Presently for office space there is one 8 x 10 foot office, and a shared common space totaling 240 square feet. The shared common space is used as a break room, training room, lunch room, and office space for two foremen. In 1998, the Division had 3 trucks, today the building houses 22 trucks a loader, forklift. Four additional tricks are currently on order. Waste collection in 1998 was averaging 500 tons per month. This year the Division is averaging 1,200 tons per month of refuse and 115 tons per month of recyclable. As an enterprise fund the Division would like to reinvest in providing superior and expanded service to City residents and business customers. This project will approximately 5,200 square feet of additional space to the NW side of the existing shop building and expand the drive access and parking along this face of the building. The improvements will include and expansion of the locker rooms, a break room, reception area, 3 new offices, training room and new garage and vehicle storage. FISCAL EFFECTS: This project will be funded through the enterprise operations in the Solid Waste Division. ALTERNATIVES: As suggested by the City Commission. Respectfully submitted, J James Goe ng Chris A. Kukulski, City Manager Director of Facility Services Attachments: Contract Report compiled on April 16, 2008 ` =AIA Document B141 T" — 1997 Part 1 �tQa V Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services TABLE OF ARTICLES ADDITIONS AND DELETIONS: The author of this document has 1.1 INITIAL INFORMATION added information needed for its completion.The author may also 1.2 RESPONSIBILITIES OF THE PARTIES have revised the text of the original AIA standard form.An Additions and 1.3 TERMS AND CONDITIONS Deletions Report that notes added information as well as revisions to 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS the standard form text is available from the author and should be 1.5 COMPENSATION reviewed.A vertical line in the left margin of this document indicates AGREEMENT made a5 of the AlIL( day of Afr:I in the year'-t,Jv`('6vsanc( E;gk� where the author has added (In words, indicate day, month and year) necessary information and where the author has added to or deleted BETWEEN the Architect's client identified as the Owner: from the original AIA text. (Alame, address and other information) This document has important legal consequences.Consultation with an attorney is encouraged with respect to its completion or modification. and the Architect: (Name, address and other information) For the following Project: (Include detailed description of Project) City of Bozeman LA,Kor%LL 41Dalrt6r4 The Owner and Architect agree as follows: Init. AIA Document B141 TM—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 AIA Document is protected by U.S.Copyright Law and International Treaties ) Unauthorized reproduction or distribution of this AIA 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 AIA software at 13:51:38 on 04,14.2008 under Order No 1000319072_1 which expires on 8.K2008,and is not for resale. User Notes: (4192263384) ARTICLE 1.1 INITIAL INFORMATION §1.1.1 This Agreement is based on the following information and assumptions. (Note the disposition for the following items b}•inserting the requested information or a statement such as "nut applicable," "unknown at time of execution"or "to be determined later by mutual agreement.") §1.1.2 PROJECT PARAMETERS §1.1.2.1 The objective or use is: (Identifi•or describe, if appropriate,proposed use or goals.) §1.1.2.2 The physical parameters are: (Identifi or describe, if appropriate, size, location, dimensions, or other pertinent information,such as geotechnical reports about the site.) §1.1.2.3 The Owner's Program is: (Identifi documentation or state the manner in which the program ivill be developed.) §1.1.2.4 The legal parameters are: (Identify pertinent legal information, including, if appropriate, land sun•eys and legal descriptions and restrictions of the site.) §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 §1.1.2.6 The time parameters are: (Identifi•, if appropriate,milestone dates, durations or fast track scheduling.) §1.1.2.7 The proposed procurement or delivery method for the Project is: (Identifi method such as competitive bid, negotiated contract, or construction management.) §1.1.2.8 Other parameters are: (Identifi•special characteristics or needs of the Project such as energy, environ nental or historic preservation requirements-.) §1.1.3 PROJECT TEAM §1.1.3.1 The Owner's Designated Representative is: (List name,address and other infi rmation.) Init. AIA Document B141 TM—1997 Part 1.Copyright ©1917,1926,1948,195s,1953,1958,1961,1963,1966,1967,1970, 1974.1977,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA Document is protected by U.S.Copyright Law and international Treaties. 2 Unauthorized reproduction or distribution of this AIA"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 13:51:38 on 04/14,2008 under Order No.1000319072_1 which expires on 8/30/2008,and is not for resale. User Notes: (4192263384) §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.) §1.1.3.3 The Owner's other consultants and contractors are: (List discipline and, if known, identifi•them by name and address.) §1.1.3.4 The Architect's Designated Representative is: (List name, address and other information.) §1.1.3.5 The consultants retained at the Architect's expense are: (List discipline and,if known, identifi them be name and address.) §1.1.4 Other important initial information is: §1.1.5 When the services under this Agreement include contract administration services,the General Conditions of the Contract for Construction shall be the edition of AIA Document A201 current as of the date of this Agreement, or as follows: §1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in determining the Architect's compensation.Both parties,however,recognize that such information may change and, in that event, the Owner and the Architect shall negotiate appropriate adjustments in schedule,compensation and Change in Services in accordance with Section 1.3.3. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES §1.2.1 The Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this Agreement.Both parties shall endeavor to maintain good working relationships among all members of the Project team. §1.2.2 OWNER §1.2.2.1 Unless otherwise provided under this Agreement,the Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project.The Owner shall furnish to the Architect, within 15 days after receipt of a written request,information necessary and relevant for the Architect to evaluate,give notice of or enforce lien rights. §1.2.2.2 The Owner shall periodically update the budget for the Project,including that portion allocated for 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 budget or a portion of the budget, without the agreement of the Architect to a corresponding change in the Project scope and quality. §1.2.2.3 The Owner's Designated Representative identified in Section 1.1.3 shall be authorized to act on the Owner's behalf with respect to the Project.The Owner or the Owner's Designated Representative shall render Init. AIA Document B141lu—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 AIA, Document is protected by U.S.Copyright Law and International Treaties. 3 Unauthorized reproduction or distribution of this AIA` 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 AIA software at 13:51:38 on 04i14/2008 under Order No.1000319072_1 which expires on 8/30/2008,and is not for resale User Notes: (4192263384) decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. §1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Section 1.1.3 or authorize the Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasonably required by the scope of the Project. §1.2.2.5 Unless otherwise provided in this Agreement,the Owner shall furnish tests, inspections and reports required by law or the Contract Documents,such as structural,mechanical,and chemical tests, tests for air and water pollution,and tests for hazardous materials. §1.2.2.6 The Owner shall furnish all legal,insurance and accounting services,including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. §1.2.2.7 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project,including any errors,omissions or inconsistencies in the Architect's Instruments of Service. §1.2.3 ARCHITECT §1.2.3.1 The services performed by the Architect,Architect's employees and Architect's consultants shall be as enumerated in Article 1.4. §1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project.The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which initially shall be consistent with the time periods established in Section 1.1.2.6 and which shall be adjusted,if necessary,as the Project proceeds.This schedule shall include allowances for periods of time required for the Owner's review,for the performance of the Owner's consultants,and for approval of submissions by authorities having jurisdiction over the Project.Time limits established by this schedule approved by the Owner shall not,except for reasonable cause,be exceeded by the Architect or Owner. §1.2.3.3 The Architect's Designated Representative identified in Section 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. §1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner,unless withholding such information would violate the law,create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding.The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. §1.2.3.5 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 Project. §1.2.3.6 The Architect shall review laws,codes,and regulations applicable to the Architect's services.The Architect shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project. §1.2.3.7 The Architect shall be entitled to rely an the accuracy and completeness of services and information furnished by the Owner.The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any errors,omissions or inconsistencies in such services or information. ARTICLE 1.3 TERMS AND CONDITIONS §1.3.1 COST OF THE WORK §1.3.1.1 The Cost of the Work shall be the total cost or,to the extent the Project is not completed,the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. §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,including the costs of Init. AIA Document 8141 TM—1997 Part 1.Copyright 01917,1926,1948,1951,1953,1958,1961,1963,1966,1967,1970, 1974,1977,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA' Document is protected by U.S.Copyright Law and International Treaties, 4 Unauthorized reproduction or distribution of this AIA' 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 AIA software at 13:51:38 on 04YI412008 under Order No.1 000319072_1 which expires on 8130,2008,and is not for resale. User Notes: (4192263384) management or supervision of construction or installation provided by a separate construction manager or contractor,plus a reasonable allowance for their overhead and profit.In addition,a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work. §1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of the land,rights-of-way and financing or other costs that are the responsibility of the Owner. §1.3.2 INSTRUMENTS OF SERVICE §1.3.2.1 Drawings,specifications and other documents,including those in electronic form,prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project.The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service and shall retain all common law,statutory and other reserved rights,including copyrights. §1.3.2.2 Upon execution of this Agreement,the Architect grants to the Owner a nonexclusive license to reproduce the Architect's Instruments of Service solely for purposes of constructing,using and maintaining the Project, provided that the Owner shall comply with all obligations,including prompt payment of all sums when due,under this Agreement.The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement.Any termination of this Agreement prior to completion of the Project shall terminate this license.Upon such termination,the Owner shall refrain from making further reproductions of Instruments of Service and shall return to the Architect within seven days of termination all originals and reproductions in the Owner's possession or control.If and upon the date the Architect is adjudged in default of this Agreement,the foregoing license shall be deemed terminated and replaced by a second,nonexclusive license permitting the Owner to authorize other similarly credentialed design professionals to reproduce and, where permitted by law,to make changes,corrections or additions to the Instruments of Service solely for purposes of completing, using and maintaining the Project. §1.3.2.3 Except for the licenses granted in Section 1.3.2.2,no other license or right shall be deemed granted or implied under this 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. However,the Owner shall be permitted to authorize the Contractor,Subcontractors,Sub-subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by Iicense granted in Section 1.3.2.2.Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants.The Owner shall not use the Instruments of Service for future additions or alterations to this Project or for other projects,unless the Owner obtains the prior written agreement of the Architect and the Architect's consultants.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. §1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service,the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data,including any special limitations or licenses not otherwise provided in this Agreement. §1.3.3 CHANGE IN SERVICES §1.3.3.1 Change in Services of the Architect,including services required of the Architect's consultants,may be accomplished after execution of this Agreement,without invalidating the Agreement,if mutually agreed in writing, if required by circumstances beyond the Architect's control,or if the Architect's services are affected as described in Section 1.3.3.2.In the absence of mutual agreement in writing,the Architect shall notify the Owner prior to providing such services.If the Owner deems that all or a part of such Change in Services is not required,the Owner shall give prompt written notice to the Architect,and the Architect shall have no obligation to provide those services.Except for a change due to the fault of the Architect,Change in Services of the Architect shall entitle the Architect to an adjustment in compensation pursuant to Section 1.5.2,and to any Reimbursable Expenses described in Section 1.3.9.2 and Section 1.5.5. [nit. AiA Document B141 Tm—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 AIA Document is protected by U.S.Copyright Law and International Treaties. 5 Unauthorized reproduction or distribution of this AIA'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 AIA software at 13:51:38 on 0414/2008 under Order No.1000319072_1 which expires on B/M2008,and is not for resale. User Notes: (4192263384) §1.3.3.2 If any of the following circumstances affect the Architect's services for the Project,the Architect shall be entitled to an appropriate adjustment in the Architect's schedule and compensation: .1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments of Service; .2 enactment or revision of codes,laws or regulations or official interpretations which necessitate changes to previously prepared Instruments of Service; .3 decisions of the Owner not rendered in a timely manner; .4 significant change in the Project including,but not limited to,size,quality,complexity, the Owner's schedule or budget,or procurement method; .5 failure of performance on the part of the Owner dr the Owner's consultants or contractors; .6 preparation for and attendance at a public hearing,a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto; .7 change in the information contained in Article 1.1. §1.3.4 MEDIATION §1.3.4.1 Any claim,dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. 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 arbitration. §1.3.4.2 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 in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration Association.The request may be made concurrently with the filing of a demand for arbitration but,in such event,mediation shall proceed in advance of arbitration or 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 of the parties or court order. §1.3.4.3 The parties shall share the mediator's fee and any filing fees equally.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. §1.3.5 ARBITRATION §1.3.5.1 Any claim,dispute or other matter in question arising out of or related to this Agreement shall be subject to arbitration.Prior to arbitration,the parties shall endeavor to resolve disputes by mediation in accordance with Section 1.3.4. §1.3.5.2 Claims,disputes and other matters in question between the parties that are not resolved by mediation shall be decided by arbitration which,unless the parties mutually agree otherwise,shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect.The demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. §1.3.5.3 A demand for arbitration shall be made within a reasonable time after the claim,dispute or other matter in question has arisen.In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim,dispute or other matter in question would be barred by the applicable statute of limitations. §1.3.5.4 No arbitration arising out of or relating to this Agreement shall include,by consolidation or joinder or in any other manner,an additional person or entity not a party to this Agreement,except by written consent containing a specific reference to this Agreement and signed by the Owner.Architect,and any other person or entity sought to be joined.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 or with a person or entity not named or described therein.The foregoing agreement to arbitrate and other agreements to arbitrate with an Init. AIA Document B141 TM—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 AIAy Document is protected by U.S.Copyright Law and International Treaties. 6 Unauthorized reproduction or distribution of this Alk' 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 13:51:38 on 04/14/2008 under Order No.1000319072_1 which expires on 813012008,and is not for resale. User Notes: (4192263384) additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. §1.3.5.5 The award rendered by the arbitrator or arbitrators shall be final,and judgment maybe entered upon it in accordance with applicable law in any court having jurisdiction thereof. §1.3,6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Architect and the Owner waive consequential damages for claims,disputes or other matters in question arising out of or relating to this Agreement.This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination in accordance with Section 1.3.8. §1.3.7 MISCELLANEOUS PROVISIONS §1.3.7.1 This Agreement shall be governed by the law of the principal place of business of the Architect,unless otherwise provided in Section 1.4.2. §1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the Contract for Construction,current as of the date of this Agreement. §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 commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion.In no event shall such statutes of limitations commence to tun any later than the date when the Architect's services are substantially completed, §1.3.7.4 To the extent damages are covered by property insurance during construction,the Owner and the 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 the edition of AIA Document A201,General Conditions of the Contract for Construction,current as of the date of this Agreement.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. §1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. §1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants 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. §1.3.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials.The Architect shall be given reasonable access to the completed Project 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 Project. §1.3.7.8 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.The Architect shall not be required to execute certificates that would require knowledge,services or responsibilities beyond the scope of this Agreement. §1.3.7.9 The Owner and Architect,respectively,bind themselves,their partners,successors,assigns and legal representatives to the other party to this Agreement and to the partners,successors,assigns and legal representatives of such other party with respect to all covenants of this Agreement.Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other,except that the Owner may assign this Agreement to an institutional lender providing financing for the Project.In such event, the lender shall assume the Owner's rights and Init. AIA Document B141 TM—1997 Part 1.Copyright ©1917,1926,1948,1955,1953,1958,1961,1963,1966,1967,1970, 1974,1977,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties. 7 Unauthorized reproduction or distribution of this AIA 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 AIA software at 13:51:38 on 04/14/2008 under Order NoA000319072_1 which expires on 8r30!2008,and is not for resale. User Notes: (4192263384) obligations under this Agreement.The Architect shall execute all consents reasonably required to facilitate such assignment. §1.3.8 TERMINATION OR SUSPENSION §1.3.8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement,such failure shall be considered substantial nonperformance and cause for termination or,at the Architect's option,cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services,prior to suspension of services,the Architect shall give seven days' written notice to the Owner.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 Architect shall be paid all sums due prior to suspension and any 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. §1.3.8.2 If the Project is suspended by the Owner for more than 30 consecutive days,the Architect shall be compensated for services performed prior to notice of such suspension.When the Project is resumed,the Architect shall be compensated for 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. §1.3.8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days,the Architect may terminate this Agreement by giving not less than seven days'written notice. §1.3.8.4 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. §1.3.8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. §1.3.8.6 In the event of termination not the fault of the Architect,the Architect shall be compensated for services performed prior to termination,together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 1.3.8.7. §1.3.8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise compensated,plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. §1.3.9 PAYMENTS TO THE ARCHITECT §1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services.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 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project,as identified in the following Clauses: .1 transportation in connection with the Project,authorized out-of-town travel and subsistence,and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions,plots,standard form documents,postage,handling and delivery of Instruments of Service; .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner; .5 renderings,models and mock-ups requested by the Owner; .6 expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants; .7 reimbursable expenses as designated in Section 1.5.5; Init. AIA Document B1417m—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 AIA Document is protected by U.S.Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document.or any portion of it,may result in severe civil and criminal penalties,and will be 8 / prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13,51:38 on 04114 2008 under Order No.1000319072_1 which expires on 8130!2008,and is not for resale. User Notes: (4192263384) .8 other similar direct Project-related expenditures. §1.3.9.3 Records of Reimbursable Expenses,of expenses pertaining to a Change in Services,and of services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. §1.3.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto,such as employment taxes and other statutory employee benefits,insurance,sick leave,holidays,vacations,employee retirement plans and similar contributions. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS §1.4.1 Enumeration of Parts of the Agreement.This 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 Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the documents listed below. §1.4.1.1 Standard Form of Agreement Between Owner and Architect,AIA Document B 141-1997. §1.4.1.2 Standard Form of Architect's Services:Design and Contract Administration,AIA Document B 141-1997,or as follows: (List other documents, if any,delineating Architect's scope cif ser►'ices.) §1.4.1.3 Other documents as follows: (List other documents, if am,forming part of the Agreement.) §1.4.2 Special Terms and Conditions.Special terms and conditions that modify this Agreement are as follows: ARTICLE 1.5 COMPENSATION §1.5.1 For the Architect's services as described under Article 1.4,compensation shall be computed as follows: §1.5.2 If the services of the Architect are changed as described in Section 1.3.3.1,the Architect's compensation shall be adjusted.Such adjustment shall be calculated as described below or,if no method of adjustment is indicated in this Section 1.5.2,in an equitable manner. (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and entplo}gees, and identtfi,Principals and classifi emplowees, if required. Idennfi•specific services to which particular methods of compensation applv.) §1.5.3 For a Change in Services of the Architect's consultants,compensation shall be computed as a multiple of ( )times the amounts billed to the Architect for such services. §1.5.4 For Reimbursable Expenses as described in Section 1.3.9.2,and any other items included in Section 1.5.5 as Reimbursable Expenses,the compensation shall be computed as a multiple of ( )times the expenses incurred by the Architect,and the Architect's employees and consultants. §1.5.5 Other Reimbursable Expenses,if any,are as follows: Init. AIA Document B141 TM—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 AIA' Document is protected by U.S.Copyright Law and International Treaties. 9 Unauthorized reproduction or distribution of this AIA'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 AIA software at 13:51:38 on 04l1412008 under Order No.1000319072_1 which expires on 8130/2008,and is not for resale. User Notes: (4192263384) §1.5.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. §1.5.7 An initial payment of ($ )shall be made upon execution of this Agreement and is the minimum payment under this Agreement.It shall be credited to the Owner's account at final payment. Subsequent payments for services shall be made monthly,and where applicable,shall be in proportion to services performed on the basis set forth in this Agreement. §1.5.8 Payments are due and payable ( }days from the date 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 interest agreed upon.) per annum (Usury laws and requirements under the Federal Truth in Lending Art,similar state and local consumer credit laws and other regulations at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may affect the validitti•of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) §1.5.9 If the services covered by this Agreement have not been completed within ( )months of the date hereof,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as provided in Section 1.5.2. This Agreement entered into as of the day and year first written above. OWNER ARCHITECT J� (Signature) (Signature) jepF -SAVU01 k;?,n(-Wt (Printed name and title) (Printed name and title) Init. AIA Document B141 TM—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 AIA Document is protected by U.S.Copyright Law and international Treaties. 1 O Unauthorized reproduction or distribution of this AIA"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 AIA software at 13:51:38 on 04114i2008 under Order No.1000319072.1 which expires on 8/30/2008,and is not for resale. User Notes: (4192263384) A Docu meat B ui " e 1997 part 2 Standard Form of Architect's Services: Design and Contract Administration TABLE OF ARTICLES ADDITIONS AND DELETIONS: The author of this document has 2.1 PROJECT ADMINISTRATION SERVICES added information needed for its completion.The author may also 2.2 SUPPORTING SERVICES have revised the text of the original AIA standard form.An Additions and 2.3 EVALUATION AND PLANNING SERVICES Deletions Report that notes added information as well as revisions to 2.4 DESIGN SERVICES the standard form text is available from the author and should be 2.5 CONSTRUCTION PROCUREMENT SERVICES reviewed.A vertical line in the left margin of this document indicates 2.6 CONTRACT ADMINISTRATION SERVICES where the author has added necessary information and where 2.7 FACILITY OPERATION SERVICES the author has added to or deleted from the original AIA text. 2.8 SCHEDULE OF SERVICES This document has important legal consequences.Consultation with an 2.9 MODIFICATIONS attorney is encouraged with respect to its completion or modification. ARTICLE 2.1 PROJECT ADMINISTRATION SERVICES §2.1.1 The Architect shall manage the Architect's services and administer the Project. The Architect shall consult with the Owner,research applicable design criteria,attend Project meetings,communicate with members of the Project team and issue progress reports.The Architect shall coordinate the services provided by the Architect and the Architect's consultants with those services provided by the Owner and the Owner's consultants. §2.1.2 When Project requirements have been sufficiently identified,the Architect shall prepare,and periodically update,a Project schedule that shall identify milestone dates for decisions required of the Owner,design services furnished by the Architect,completion of documentation provided by the Architect,commencement of construction and Substantial Completion of the Work. §2.1.3 The Architect shall consider the value of alternative materials,building systems and equipment,together with other considerations based on program,budget and aesthetics in developing the design for the Project. §2.1.4 Upon request of the Owner,the Architect shall make a presentation to explain the design of the Project to representatives of the Owner. §2.1.5 The Architect shall submit design documents to the Owner at intervals appropriate to the design process for purposes of evaluation and approval by the Owner.The Architect shall be entitled to rely on approvals received from the Owner in the further development of the design. Init. AIA Document B141 T"'—1997 Part 2.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 AIA Document is protected by U.S.Copyright Law and International Treaties. 1 Unauthorized reproduction or distribution of this AIA"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 AIA software at 15:13:40 on 0411 4/2 0 0 8 under Order No.1000319072.1 which expires on 8/30/2008,and is not for resale- User Notes: (1987343524) §2.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. §2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK §2.1.7.1 When the Project requirements have been sufficiently identified,the Architect shall prepare a preliminary estimate of the Cost of the Work.This estimate may be based on current area,volume or similar conceptual estimating techniques. As the design process progresses through the end of the preparation of the Construction Documents,the Architect shall update and refine the preliminary estimate of the Cost of the Work.The Architect shall advise the Owner of any adjustments to previous estimates of the Cost of the Work indicated by changes in Project requirements or general market conditions.If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget,the Architect shall make appropriate recommendations to the Owner to adjust the Project's size,quality or budget,and the Owner shall cooperate with the Architect in making such adjustments. §2.1.7.2 Evaluations of the Owner's budget for the Project,the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect represent the Architect's judgment as a design professional familiar with the construction industry.It is recognized,however,that neither the Architect nor the Owner has control over the cost of labor,materials or equipment,over the Contractor's methods of determining bid prices,or over competitive bidding,market or negotiating conditions.Accordingly,the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Project or from any estimate of the Cost of the'Work or evaluation prepared or agreed to by the Architect. §2.1.7.3 In preparing estimates of the Cost of the Work,the Architect shall be permitted to include contingencies for design,bidding and price escalation;to determine what materials,equipment,component systems and types of construction are to be included in the Contract Documents;to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work.If an increase in the Contract Sum occurring after execution of the Contract between the Owner and the Contractor causes the budget for the Cost of the Work to be exceeded,that budget shall be increased accordingly. §2.1.7.4 If bidding or negotiation has not commenced within 90 days after the Architect submits the Construction Documents to the Owner,the budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the construction industry. §2.1.7.5 If the budget for the Cost of the Work is exceeded by the lowest bona fide bid or negotiated proposal,the Owner shall: .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 1.3.8.5,or .4 cooperate in revising the Project scope and quality as required to reduce the Cost of the Work. §2.1.7.6 If the Owner chooses to proceed under Section 2.1.7.5.4,the Architect,without additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the budget for the Cost of the Work.The modification of such documents shall be the limit of the Architect's responsibility under this Section 2.1.7.The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not construction is commenced. ARTICLE 2.2 SUPPORTING SERVICES §2.2.1 Unless specifically designated in Section 2.8.3, the services in this Article 2.2 shall be provided by the Owner or the Owner's consultants and contractors. §2.2.1.1 The Owner shall furnish a program setting forth the Owner's objectives,schedule,constraints and criteria, including space requirements and relationships,special equipment,systems and site requirements. §2.2.1.2 The Owner shall furnish surveys to describe physical characteristics,legal limitations and utility locations for the site of the Project,and a written legal description of the site.The surveys and legal information shall include, as applicable,grades and lines of streets,alleys,pavements and adjoining property and structures;adjacent drainage; rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions,boundaries and contours of the site; AIA Document B141 m—1997 Part 2.Copyright ©1917,1926,1948,1951,1953,1958,1961,1963,1966,1967,1970, 1974,1977,1987 and 1997 by The Init. American Institute of Architects. All rights reserved. WARNING:This AIA' Document is protected by U.S.Copyright Law and international Treaties. 2 Unauthorized reproduction or distribution of this AiA` 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 AIA software at 15:13:40 on M1412008 under Order No.1000319072_1 which expires on 8/30/2008,and is not for resale. User Notes: (1987343524) locations,dimensions and necessary data with respect 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. §2.2.1.3 The Owner shall furnish services of geotechnical engineers which may include but are not limited to test borings,test pits,determinations of soil bearing values,percolation tests,evaluations of hazardous materials,ground corrosion tests and resistivity tests,including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. ARTICLE 2.3 EVALUATION AND PLANNING SERVICES §2.3.1 The Architect shall provide a preliminary evaluation of the information furnished by the Owner under this Agreement,including the Owner's program and schedule requirements and budget for the Cost of the Work,each in terms of the other.The Architect shall review such information to ascertain that it is consistent with the requirements of the Project and shall notify the Owner of any other information or consultant services that may be reasonably needed for the Project. §2.3.2 The Architect shall provide a preliminary evaluation of the Owner's site for the Project based on the information provided by the Owner of site conditions,and the Owner's program,schedule and budget for the Cost of the Work. §2.3.3 The Architect shall review the Owner's proposed method of contracting for construction services and shall notify the Owner of anticipated impacts that such method may have on the Owner's program,financial and time requirements,and the scope of the Project. ARTICLE 2.4 DESIGN SERVICES §2.4.1 The Architect's design services shall include normal structural,mechanical and electrical engineering services. §2.4.2 SCHEMATIC DESIGN DOCUMENTS §2.4.2.1 The Architect shall provide Schematic Design Documents based on the mutually agreed-upon program, schedule,and budget for the Cost of the Work.The documents shall establish the conceptual design of the Project illustrating the scale and relationship of the Project components.The Schematic Design Documents shall include a conceptual site plan,if appropriate,and preliminary building plans,sections and elevations.At the Architect's option, the Schematic Design Documents may include study models,perspective sketches,electronic modeling or combinations of these media.Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. §2.4.3 DESIGN DEVELOPMENT DOCUMENTS §2.4.3.1 The Architect shall provide Design Development Documents based on the approved Schematic Design Documents and updated budget for the Cost of the Work.The Design Development Documents shall illustrate and describe the refinement of the design of the Project,establishing the scope,relationships,forms,size and appearance of the Project by means of plans,sections and elevations,typical construction details,and equipment layouts.The Design Development Documents shall include specifications that identify major materials and systems and establish in general their quality Ievels. §2.4.4 CONSTRUCTION DOCUMENTS §2.4.4.1 The Architect shall provide Construction Documents based on the approved Design Development Documents and updated budget for the Cost of the Work.The Construction Documents shall set forth in detail the requirements for construction of the Project.The Construction Documents shall include Drawings and Specifications that establish in detail the quality levels of materials and systems required for the Project. §2.4.4.2 During the development of the Construction Documents,the Architect shall assist the Owner in the development and preparation of.(1)bidding and procurement information which describes the time,place and conditions of bidding;bidding or proposal forms;and the form of agreement between the Owner and the Contractor; and(2)the Conditions of the Contract for Construction(General,Supplementary and other Conditions).The Architect also shall compile the Project Manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. Init. AIA Document B141 rm—1997 Part 2.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 AIA'' Document is protected by U.S.Copyright Law and International Treaties. 3 Unauthorized reproduction or distribution of this AIA'' 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 15:13:40 on 0 4/1 412 008 under Order No.1000319072_1 which expires on 813012008,and is not for resale. User Notes: (1987343524) ARTICLE 2.5 CONSTRUCTION PROCUREMENT SERVICES §2.5.1 The Architect shall assist the Owner in obtaining either competitive bids or negotiated proposals and shall assist the Owner in awarding and preparing contracts for construction. §2.5.2 The Architect shall assist the Owner in establishing a list of prospective bidders or contractors. §2.5.3 The Architect shall assist the Owner in bid validation or proposal evaluation and determination of the successful bid or proposal,if any. If requested by the Owner,the Architect shall notify all prospective bidders or contractors of the bid or proposal results. §2.5.4 COMPETITIVE BIDDING §2.5.4.1 Bidding Documents shall consist of bidding requirements,proposed contract forms,General Conditions and Supplementary Conditions,Specifications and Drawings. §2.5.4.2 If requested by the Owner,the Architect shall arrange for procuring the reproduction of Bidding Documents for distribution to prospective bidders.The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect for such expenses. §2.5.4.3 If requested by the Owner,the Architect shall distribute the Bidding Documents to prospective bidders and request their return upon completion of the bidding process.The Architect shall maintain a log of distribution and retrieval,and the amounts of deposits,if any,received from and returned to prospective bidders. §2.5.4.4 The Architect shall consider requests for substitutions,if permitted by the Bidding Documents,and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. §2.5.4.5 The Architect shall participate in or,at the Owner's direction,shall organize and conduct a pre-bid conference for prospective bidders. §2.5.4.6 The Architect shall prepare responses to questions from prospective bidders and provide clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda. §2.5.4.7 The Architect shall participate in or,at the Owner's direction,shall organize and conduct the opening of the bids.The Architect shall subsequently document and distribute the bidding results,as directed by the Owner. §2.5.5 NEGOTIATED PROPOSALS §2.5.5.1 Proposal Documents shall consist of proposal requirements,proposed contract forms,General Conditions and Supplementary Conditions,Specifications and Drawings. §2.5.5.2 If requested by the Owner,the Architect shall arrange for procuring the reproduction of Proposal Documents for distribution to prospective contractors.The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect for such expenses. §2.5.5.3 If requested by the Owner,the Architect shall organize and participate in selection interviews with prospective contractors. §2.5.5.4 The Architect shall consider requests for substitutions,if permitted by the Proposal Documents,and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. §2.5.5.5 If requested by the Owner,the Architect shall assist the Owner during negotiations with prospective contractors.The Architect shall subsequently prepare a summary report of the negotiation results,as directed by the Owner. ARTICLE 2.6 CONTRACT ADMINISTRATION SERVICES §2.6.1 GENERAL ADMINISTRATION §2.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in the edition of AIA Document A201,General Conditions of the Contract for Construction,current AlA Document 13141 Tm—1997 Part 2.Copyright©1917,1926,1948,1951,1953,1958,1961,1963,1966.1967,1970, 1974,1977,1987 and 1997 by The snit. American Institute of Architects. All rights reserved. WARNING:This AIA! Document is protected by U.S.Copyright Law and International Treaties. 4 Unauthorized reproduction or distribution of this AIA``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 AIA software at 15:13:40 on 04/14/2008 under Order No.1000319072_1 which expires on 8130.2008,and is not for resale. User Notes: (1987343524) as of the date of this Agreement.Modifications made to the General Conditions, when adopted as part of the Contract Documents,shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect. §2.6.1.2 The Architect's responsibility to provide the Contract Administration Services under this Agreement commences with the award of the initial Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment. However,the Architect shall be entitled to a Change in Services in accordance with Section 2.8.2 when Contract Administration Services extend 60 days after the date of Substantial Completion of the Work. §2.6.1.3 The Architect shall be a representative of and shall advise and consult with the Owner during the provision of the Contract Administration Services.The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written amendment. §2.6.1.4 Duties,responsibilities and limitations of authority of the Architect under this Article 2.6 shall not be restricted,modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent will not be unreasonably withheld. §2.6.1.5 The Architect shall review properly prepared,timely requests by the Contractor for additional information about the Contract Documents.A properly prepared request for additional information about the Contract Documents shall be in a form prepared or approved by the Architect and shall include a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. §2.6.1.6 If deemed appropriate by the Architect, the Architect shall on the Owner's behalf prepare,reproduce and distribute supplemental Drawings and Specifications in response to requests for information by the Contractor. §2.6.1.7 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under,and requirements of,the Contract Documents on written request of either the Owner or Contractor.The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. §2.6.1.8 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings.When making such interpretations and initial decisions,the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either,and shall not be liable for the results of interpretations or decisions so rendered in good faith. §2.6.1.9 The Architect shall render initial decisions on claims,disputes or other matters in question between the Owner and Contractor as provided in the Contract Documents. However,the Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. §2.6.2 EVALUATIONS OF THE WORK §2.6.2.1 The Architect,as a representative of the Owner,shall visit the site at intervals appropriate to the stage of the Contractor's operations,or as otherwise agreed by the Owner and the Architect in Article 2.8,(1)to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed,(2)to endeavor to guard the Owner against defects and deficiencies in the Work,and(3)to determine in general if the Work is being performed in a manner indicating that the Work,when fully completed, will be in accordance with the Contract Documents.However,the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.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.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 Init. AIA Document B141 TM—1997 Part 2.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 AW Document is protected by U.S.Copyright Law and International Treaties. 5 Unauthorized reproduction or distribution of this Ate 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 taw. This document was produced by AIA software a1 15:13:40 on 04/14/2008 under Order No.1000319072_1 which expires on 8/30/2008,and is not for resale. User Notes: (1987343524) 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. §2.6.2.3 The Architect shall at all times have access to the Work wherever it is in preparation or progress. §2.6.2.4 Except as otherwise provided in this Agreement or when direct communications have been specially authorized,the Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the Contract Documents.Communications by and with the Architect's consultants shall be through the Architect. §2.6.2.5 The Architect shall have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable,the Architect will have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents,whether or not such Work is fabricated,installed or completed.However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor,Subcontractors,material and equipment suppliers,their agents or employees or other persons or entities performing portions of the Work. §2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR §2.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue Certificates for Payment in such amounts.The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 2.6.2 and on the data comprising the Contractor's Application for Payment,that the Work has progressed to the point indicated and that,to the best of the Architect's knowledge,information and belief,the quality of the Work is in accordance with the Contract Documents.The foregoing representations are subject(1)to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,(2)to results of subsequent tests and inspections,(3)to correction of minor deviations from the Contract Documents prior to completion,and(4)to specific qualifications expressed by the Architect. §2.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work,(2)reviewed construction means,methods,techniques,sequences or procedures,(3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment,or(4)ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. §2.6.3.3 The Architect shall maintain a record of the Contractor's Applications for Payment. §2.6.4 SUBMITTALS §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 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 of the Contractor as required by the Contract 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. §2.6.4.2 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. §2.6.4.3 If professional design services or certifications by a design professional related to systems,materials or equipment are specifically required of the Contractor by the Contract Documents,the Architect shall specify AIA Document B141TM—1997 Part 2.Copyright 01917,1926,1948,1951,1953,1958,1961,1963,1966,1967,1970, 1974,1977,1987 and 1997 by The Init. American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties. 6 Unauthorized reproduction or distribution of this AIA'' 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 AIA software at 15713:40 on 0411412008 under Order No.1000319072_I which expires on 8/3012008,and is not for resale. User Notes: (1987343524) 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 such design professionals. §2.6.5 CHANGES IN THE WORK §2.6.5.1 The Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents.The Architect may authorize minor changes in the Work not involving an adjustment in Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents.If necessary,the Architect shall prepare,reproduce and distribute Drawings and Specifications to describe Work to be added,deleted or modified,as provided in Section 2.8.2. §2.6.5.2 The Architect shall review properly prepared,timely requests by the Owner or Contractor for changes in the Work,including adjustments to the Contract Sum or Contract Time.A properly prepared request for a change in the Work shall be accompanied by sufficient supporting data and information to permit the Architect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications.If the Architect determines that requested changes in the Work are not materially different from the requirements of the Contract Documents,the Architect may issue an order for a minor change in the Work or recommend to the Owner that the requested change be denied. §2.6.5.3 If the Architect determines that implementation of the requested changes would result in a material change to the Contract that may cause an adjustment in the Contract Time or Contract Sum,the Architect shall make a recommendation to the Owner, who may authorize further investigation of such change.Upon such authorization, and based upon information furnished by the Contractor,if any,the Architect shall estimate the additional cost and time that might result from such change,including any additional costs attributable to a Change in Services of the Architect.With the Owner's approval,the Architect shall incorporate those estimates into a Change Order or other appropriate documentation for the Owner's execution or negotiation with the Contractor. §2.6.5.4 The Architect shall maintain records relative to changes in the Work. §2.6.6 PROJECT COMPLETION §2.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion,shall receive from the Contractor and forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract Documents and assembled by the Contractor,and shall issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. §2.6.6.2 The Architect's inspection shall be conducted with the Owner's Designated Representative to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. §2.6.6.3 When the Work is found to be substantially complete,the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor,including any amounts needed to pay for final completion or correction of the Work. §2.6.6.4 The Architect shall receive from the Contractor and forward to the Owner: (1)consent of surety or sureties, if any,to reduction in or partial release of retainage or the making of final payment and(2)affidavits,receipts, releases and waivers of liens or bonds indemnifying the Owner against liens. ARTICLE 2.7 FACILITY OPERATION SERVICES §2.7.1 The Architect shall meet with the Owner or the Owner's Designated Representative promptly after Substantial Completion to review the need for facility operation services. §2.7.2 Upon request of the Owner,and prior to the expiration of one year from the date of Substantial Completion, the Architect shall conduct a meeting with the Owner and the Owner's Designated Representative to review the facility operations and performance and to make appropriate recommendations to the Owner. Intl. AIA Document B141TM—1997 Part 2.Copyright ©1917,1926,1948,195�1,1953,1958,1961,1963,1966,1967,1970, 1974,1977,1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties. 7 Unauthorized reproduction or distribution of this AIA" 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 AIA software at 15:13:40 on 04/14/2008 under Order No.1000319072_1 which expires on 8/30/2008,and is not for resale. User Notes: (1987343524) ARTICLE 2.8 SCHEDULE OF SERVICES §2.8.1 Design and Contract Administration Services beyond the following limits shall be provided by the Architect as a Change in Services in accordance with Section 1.3.3: .1 up to ( )reviews of each Shop Drawing,Product Data item,sample and similar submittal of the Contractor. .2 up to ( )visits to the site by the Architect over the duration of the Project during construction. .3 up to ( )inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents. .4 up to ( )inspections for any portion of the Work to determine final completion. §2.8.2 The following Design and Contract Administration Services shall be provided by the Architect as a Change in Services in accordance with Section 1.3.3: .1 review of a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 responses to the Contractor's requests for information where such information is available to the Contractor from a careful study and comparison of the Contract Documents,field conditions,other Owner-provided information,Contractor-prepared coordination drawings,or prior Project correspondence or documentation; .3 Change Orders and Construction Change Directives requiring evaluation of proposals, including the preparation or revision of Instruments of Service; .4 providing consultation concerning replacement of Work resulting from fire or other cause during construction; .5 evaluation of an extensive number of claims submitted by the Owner's consultants,the Contractor or others in connection with the Work; .6 evaluation of substitutions proposed by the Owner's consultants or contractors and making subsequent revisions to Instruments of Service resulting therefrom; .7 preparation of design and documentation for alternate bid or proposal requests proposed by the Owner;or .8 Contract Administration Services provided 60 days after the date of Substantial Completion of the Work. §2.8.3 The Architect shall furnish or provide the following services only if specifically designated: Services Responsibility Location of Service Description (Architect,Owner or Not Provided) .1 Programming .2 Land Survey Services .3 Geotechnical Services .4 Space Schematics/Flow Diagrams .5 Existing Facilities Surveys .6 Economic Feasibility Studies .7 Site Analysis and Selection .8 Environmental Studies and Reports .9 Owner-Supplied Data Coordination .10 Schedule Development and Monitoring .11 Civil Design .12 Landscape Design .13 Interior Design .14 Special Bidding or Negotiation .15 Value Analysis .16 Detailed Cost Estimating .17 On-Site Project Representation AIA Document B141TM-1997 Part 2.Copyright ©1917,1926,1948,1951,1953,1958,1961,1963,1966,1967,1970, 1974,1977,1987 and 1997 by The Init. American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and international Treaties. 8 Unauthorized reproduction or distribution of this AIA" 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 AIA software at 15:13:40 on 04/14/2008 under Order No.1000319072__1 which expires on 8/30/2008,and is not for resale. User Notes: (1987343524) .18 Construction Management .19 Startup Assistance .20 Record Drawings .21 Post-Contract Evaluation .22 Tenant-Related Services .23 .24 .25 Description of Services. (Insert descriptions of the serrires designated.) ARTICLE 2.9 MODIFICATIONS §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,AIA Document B141-1997,that was entered into by the parties as of the date: OWNER ARCH�TE� (Signature) (Signature) )ex-tr Ss�r�yPl-4��-✓`-1 (Printed name and title) (Printed name and title) Init. AIA Document BMW—1997 Part 2.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 AIA` Document is protected by U.S.Copyright Law and International Treaties. 9 Unauthorized reproduction or distribution of this AIA" 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 AIA software at 15:13:40 on 04/14/2008 under Order No.1 00031 90 72_1 which expires on 8/30/2008,and is not for resale. User Notes: (1987343524) AIA DOCUMENT B141, 15"' EDITION - 1997 SUPPLEMENTARY FORM Cite of Bozeman Landfill Addition Owner: City of Bozeman P.Q. Box 1230 Bozeman, MT 59771 Architect: Dowling Sandholm Architects 2054 Stadium Drive, Suite C Bozeman, MT 59715 Standard Form: The,Standard Form ofAgreement Between (ht,ner and Architect it-ith Standard Form of Architect's Services: Design and('ontract Administration, AIA Document B141, 151h 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 ofAgreement Between (At-ner and Architect with Standard Form of Architects Services: Design and Contract Administration,AIA Document B 141, 151h Edition, 1997, is also referred to as the "Agreement." The following Supplementary Form modifies, changes, deletes from, and adds 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 of this Agreement, the Standard Form Agreement Between Owner and Architect and the Standard Form of Architect's Services: Design and Contract Administration, AIA Document B141, 15`h 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,AIA Document A201, 151h Edition, 1997 and the Supplementary Conditions to AIA 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: Expand existing facilities at city landfill shop building to include more administrative and staff City of Bozeman Page 1 of 23 space. 1.1.2.2 Physical parameters are: Approximately 5200 square feet of addition to the NW side of existing shop building, and expanding drive access with parking along same side. 1.1.2.3 Owner's program Expand men's locker area into existing break room and create new break room. New reception area, 3 new offices,expandable training/flex area, new garage for vehicle storage. 1.1.2.7 Proposed procurement: Competitive bid. 1.1.3 1.1.3.1 Owner's Rep James Goehrung Director of Facility Services P.O. Box 1230 Bozeman, MT 59771 406-582-3232 1.1.3.4 Architect's Rep Jeff Sandholm 2054 Stadium Drive, Suite C Bozeman, MT 59715 406-556-0113 1.1.3.3 Owner's consultants Geotechnical Engineer and Civil Engineer, to be solicited by Architect, approved and contracted by Owner. 1.1.3.5 Architect's Consultants Structural Engineer, Mechanical Engineer, Electrical Engineer to be solicited by Architect and approved by Owner. 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 City of Bozeman Page 2 of 23 Construction, AIA Document A201, 15th Edition 1997, and the Supplementary Conditions to AIA Document A201, 15th Edition, 1997. Modifications made by inclusion of the Supplementary Conditions to AIA 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 At the completion of the schematic design phase,the project budget will be developed and provided to the Owner by the Architect. The Owner shall approve the project budget, in writing. 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 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. 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 disclosure by the Architect of all relevant facts. Replace Subparagraph 1.2.3.6 in its entirety with the following: City of Bozeman Page 3 of 23 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, including,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. It is the Owner's responsibility to retain a hazmat consultant as it relates to the project. The Architect may rely on the accuracy of the information provided by the hazmat consultant. Add the following new Subparagraphs to Paragraph 1.2.3: 1.2.3.8 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. 1.2.3.9 The Architect agrees to pay any damages incurred by the Owner resulting from the negligent acts of the Architect and/or negligent errors or omissions that result in an increased cost to the project over and above what those items would have cost had they been included in the Construction Documents prepared by the Architect. 1.2.3.10 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. 1.2.3.11 The Architect shall furnish the Owner proof that 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 of the Owner to object to any engineer shall not in any manner release the Architect of any responsibility for such engineer services. 1.3.1 Replace Subparagraph 1.3.1.2 in its entirety with the following: City of Bozeman Page 4 of 23 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 of the 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, AIA Document A201, 151h Edition 1997, and the Supplementary Conditions to AIA Document A201, 151h 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,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 parry. 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 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 First sentence, strike ........to arbitration or....... City of Bozeman Page 5 of 23 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: 15t" Edition, 1997 and the Supplementary Conditions to the Contract for Construction, AIA Document A201, 151" edition, 1997. 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. 1.3.7.6 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 City of Bozeman Page 6 of 23 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 of this 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 of the Owner. 1.3.8 Replace Subparagraph 1.3.8.1 in its entirety with the following: 1.3.8.1 If the 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 Architect's option, under this Agreement. The Architect shall give the Owner twenty-one(2 1) 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: City of Bozeman Page 7 of 23 1.3.8.2 Unless otherwise noted herein or in the Project Schedule most recently approved by the Owner, if the 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 Project. 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 maybe 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 of the 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 of the 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. 1.3.9.2.2 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. 1.3.9.2.6 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 City of Bozeman Page 8 of 23 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 Forni 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, 151h Edition, 1997" after the words"Document B141-1997" 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,AIA 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. 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 of Payment 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 of this 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. City of Bozeman Page 9 of 23 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 ...compensation will be computed as follows: A lump sum fee of$45,000. Billing increments are as follows: Schematic Design Phase: $4,500 Design Development: $9,000 Construction Documents: $18,000 Bidding Phase: $2,250 Contract Administration: $11,250 Architect shall provide Owner a credit for cost of Geotechnical Engineering at appropriate phase. 1.5.2 Replace Paragraph 1.5.2 in its entirety with the following: 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 Appendix B. 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 City of Bozeman Page 10 of 23 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 forty-eight(48) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Paragraph 1.5.2. 2.1 2.1.2 Add the following to the end of Paragraph 2.1.2: Sc e also Subparagraphs 1.1.2.6 and 1.2.3.2. Replace Paragraph 2.1.3 in its entirety with the following: 2.1,3 The Architect shall analyze the comparative costs and benefits of(a) alternative materials, (b) structural,mechanical, enclosure, and other significant building systems, (c) site engineering as well as overarching issues of program,budget, and aesthetics, and shall report the results of this analysis in written form to the Owner. The Architect shall review the alternatives with the Owner and Contractor at Risk to determine which, if any, are to be incorporated into the Project. Replace Paragraph 2.l.4 in its entirety with the following: 2.1.4 The Architect shall make verbal and graphic presentations of the design at the completion of each phase of the design services and at other times and to such persons as reasonably requested by the Owner, including the Bozeman Design Review Board,the Bozeman Design Review Committee, and the Bozeman City Commission. Replace Paragraph 2.1.6 in its entirety with the following: 2.1.6 The Architect shall, on behalf of the Owner, submit documents and other required information and forms to government agencies having jurisdiction over the Project for the purpose of obtaining their approvals. The Architect shall request for plan review and shall file an application for a building permit with the City of Bozeman Building Department after securing the Owner's signature on the required submittal form. All costs associated with review, approvals, and building permit fees shall be paid by the Owner. Any written approvals received by the Architect, on the Owner's behalf,will be filed with the Owner. The Architect shall respond to all comments by regulatory agencies resulting from their reviews of the submitted documents and make any necessary corrections or adjustments in the documents as required City of Bozeman Page 11 of 23 without additional expense to the Owner. 2.1.7 Replace Subparagraph 2.I.7.2 in its entirety with the following: 2.1.7.2 Evaluations of the Owner's Project budget,preliminary estimates of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect represent the Architect's judgment as a design professional familiar with the construction industry. It is recognized, however,that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding market. Accordingly,the Architect cannot and does not warrant or represent that bid prices will not vary from the Owner's Project budget or from any estimate of Cost of the Work or evaluation prepared or agreed to by the Architect. Replace Subparagraph 2.1.7.3 in its entirety with the following: 2.1.7.3 In preparing estimates of the Cost of the Work,the Architect shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents;to make reasonable adjustments in the scope of the Project, with the Owner's written approval; and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's Fixed Limit of the Cost of the Work. If an increase in the Contract Sum occurring after execution of the Contract between the Owner and the Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly. 2.1.7.5 If the Fixed Limit of the 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 of the Work; .2 authorize rebidding of the Project within a reasonable time; .3 terminate the Project in accordance with Paragraph 1.3.8.5; or .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, City of Bozeman Page 12 of 23 without additional charge, 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 project budget as defined in paragraph 1.2.2.2. The modification of such documents shall be the limit of the Architect's responsibility under this Paragraph 2.1.7. 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 2.2.1.2 Add the following to the end of the paragraph: Architect will aid in soliciting and coordinating all civil engineering and surveying services. 2.2.1.3 Add the following to the end of paragraph: Architect will aid in soliciting and coordinating all geotechnical engineering services. 2.3 2.3.1 Add the following sentence to the end of Paragraph 2.3.1: The Architect shall provide responses to Owner in writing. 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 without first receiving written approval of the proposed scope, compensation and agreement to pay for such services from the Owner. 2.4.2 City of Bozeman Page 13 of 23 Replace Subparagraph 2.4.2.1 in its entirety with the following: 2.4.2.1 The Architect shall provide Schematic Design Documents based upon the most recent Owner-approved program, schedule, and estimate for the Cost of the Work. The Schematic Design Documents shall establish the conceptual design of the Project illustrating the scale and relationship of the Project components. The Schematic Design Documents shall include a conceptual site plan, preliminary building plans, building sections and exterior building elevations. At the Architect's option,the Schematic Design Documents may include additional graphic materials. Preliminary selections of major building systems and construction materials including building enclosure,electrical,mechanical and structural systems shall be noted on the drawings and described in a narrative by the Architect. In addition,the Schematic Design Documents shall include a preliminary building code analysis. The Architect shall report in writing to the Owner any deviations from the Owner's program,referenced in Subparagraph 1.1.2.3, and the Project information, and the Schematic Design Documents. Add the following new Subparagraphs to Paragraph 2.4.2: 2.4.2.2 The Architect shall provide three (3) copies of the Schematic Design Documents to the Owner for the Owner's review and approval. The Owner shall provide written review comments, if any, and approvals of said documents to the Architect noting changes that the Owner would like to incorporate in the Project design within seven(7) days. 2.4.3 2.4.3.1 Replace Subparagraph 2.4.3.1 in its entirety with: The Architect shall provide Design Development Documents based on the approved Schematic Design Documents, the Owner's program, referenced in Subparagraph 1.1.2.3. and the estimate of the Cost of the Work, as referenced in Subparagraph 2.1.7.1. The Design Development Documents shall illustrate and describe the refinement of the design of the Project, establishing scope, relationships, size and appearance of the Project. In addition,the Design Development Documents shall include scaled site plans, floor plans, building sections, exterior elevations, typical wall sections,typical details and equipment layouts. The Design Development Documents shall also indicate the general design of building systems including structural, mechanical and electrical systems. Major materials shall be noted on the drawings and the documents shall include outline specifications that identify major materials and systems, and establish their quality level. The Architect shall report in writing to the Owner that the nature of any deviation in the Design Development Documents from the Owner-approved Schematic Design Documents, Owner's program, referenced in Subparagraph 1.1.2.3, and other Owner provided information pertaining to the Project. 2.4.4 City of Bozeman Page 14 of 23 2.4.4.1 Add the following to the end of Paragraph 2.4.4.1: The Architect shall provide Construction Documents based on the approved Design Development Documents and the updated estimate for the Cost of the Work. The Construction Documents shall set forth, in detail,the requirements for construction of the Project. In addition, the Construction Documents shall include drawings and specifications that establish, in detail, the nature and quality levels of material and systems required for the Project. The Construction Documents shall also include, but are not limited to,the following: .1 Detailed site plans indicating the building outline on the building site, utility locations and connections, existing and new final grades, curbs, gutters, walks,paving, site drainage, landscaping and other important site features. .2 Detailed building plans at a scale of not less than 1/8" = 1'-0"indicating architectural features, materials and plan dimensions. Smaller scale orientation drawings may be provided to supplement the detailed building plans. .3 Building and Wall Sections. .4 Exterior Building Elevations. .S Reflected Ceiling Plans. .6 Architectural Details. .7 Complete Structural Drawings. .8 Complete Mechanical Drawings including HVAC Systems, Plumbing Systems, Schedules and Details. .9 Complete Electrical Drawings including Power Systems, Lighting Systems, Special Systems, Schedules and Details. The specifications shall be coordinated with the drawings and shall describe the scope, materials and quality of workmanship of each category of the Work. The specifications shall include a finish schedule. The Architect shall report in writing to the Owner any deviations from the Construction Documents prepared by the Architect and the Owner approved Design Development Documents. 2.4.4.2 Replace the word "may"in Subparagraph 2.4.4.2 with the word"shall": and delete the word"sample." Add the following new Subparagraphs to Subparagraph 2.4.4: City of Bozeman Page 15 of 23 2.4.4.3 All original drawings shall carry the registered professional stamp of the Architect or Engineer, and shall be signed by the professional who is responsible for that document. 2.4.4.4 The Architect shall prepare and submit to the Owner a revised and updated estimate of the Cost of the Work. The estimate of the Cost of the Work shall include all bid alternates that the Architect proposes to include in the bidding documents. 2.4.4.5 The Owner may review the submitted Construction Documents and request revisions or corrections as it deems necessary. These requests, if any, shall be reviewed by the Architect,who shall either make the necessary revisions or corrections or report to the Owner in writing the reason the Architect did not incorporate said revisions or corrections in the Construction Documents. 2.4.4.6 The Owner reserves the right at its own expense to submit the Owner review documents for review by such consultant(s) as it may select. The Owner reserves the right to make changes in the Construction Documents whether or not such changes are the result of suggestions by the Consultants or otherwise. The Architect shall not be held responsible for specific changes in the design or specifications by the Owner or consultant(s),provided the Architect has filed with the Owner at the time of the change,his written objection to said change. 2.5.4 Replace Subparagraph 2.5.4.2 in its entirety with the following: 2.5.4.2 After receiving final written approval by the Owner of the revised and submitted Construction Documents,the Architect shall deliver to the Owner one (1) copy-ready volume of the Project manual in 8 % x I I" format for the Owner to print and bind. Subsequently,the Architect shall provide large-scale format drawing files to the reproduction printing company of the Owner's choice. The Owner may elect for the Architect to print large-scale construction drawings with the Architect's own equipment and labor. The Owner shall determine the quantity of copies of bidding documents to be printed and shall deliver the printed and bound copies of the Owner printed Project manuals to the Architect's office for distribution to prospective bidders. The Owner shall pay all costs for document reproduction. If the Owner elects for the Architect to print the large-scale construction drawings,the Owner will pay for the costs as a reimbursable expense. 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 shall pay all costs associated with the distribution of the bidding documents as a reimbursable expense. Add the following new Subparagraph to Subparagraph 2.5.4: City of Bozeman Page 16 of 23 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 of the 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 AIA Document A201, 15'h Edition, 1997" to the end of the first sentence of Subparagraph 2.6.1.1. 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, 15'h 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,AIA Document A201, 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, City of Bozeman Page 17 of 23 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 AIA Document A201 are contained in the Supplementary Conditions to AIA Document A201 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. 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 of the Architect's staff, or a competent inspector especially employed by the Architect City of Bozeman Page 18 of 23 and approved by the Owner, shall attend and/or coordinate construction team meetings on the Project site not less than once every other week while active construction of the 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 after every meeting. 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 all 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 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 negligent errors or omissions in the Project plans and specifications that result in an increased cost to the project over and above what those items would have cost had they been included in the Project plans and specifications. Such responsibility shall include prompt correction, at Architect's expense, of any such negligent errors or omissions. However,the Architect shall not be responsible for the City of Bozeman Page 19 of 23 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. Owner, 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 Observations 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 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 of the 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. City of Bozeman Page 20 of 23 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 Any 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: The date(s)of Substantial Completion or Final Completion shall be mutually agreed upon in writing by the Owner and the Architect. Add the following new Subparagraph 2.6.6.5 to Paragraph 2.6.6: 2.6.6.5 The Architect, accompanied by the Contractor, 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 of the 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 Owner shall notify the Contractor of any areas of noncompliance and inform the Contractor of his obligations to remediate the noncompliant areas of the Work. The Architect is not,however, obligated in any City of Bozeman Page 21 of 23 way to the Owner for the Contractor's performance under the terms of the Contract for Construction for completion of necessary remedial Work.This work shall be provided by the Architect on an hourly basis in accordance with the Appendix B rate sheet. 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 2.8.3 The following additional services will be provided by the Architect on an hourly basis in accordance with the Appendix B rate sheet. These services will only be provided if specifically requested by the Owner: 1 Programming and Site Analysis Civil Engineering .3 Site Survey .4 Ueotechnical Investigation/Level One Environmental Review .5 Landscape Design .6 Structural Special Inspections .7 Record Drawings .8 Construction Management .9 Post-Contract evaluation 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 any one 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 of this Agreement is City of Bozeman Page 22 of 23 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 of this 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 wTiting 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. 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: Dowling Sandholm Architects Attn: Jeff Sandholm 2054 Stadium Drive Bozeman, MT 59715 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 23 of 23 dowling sandholm architects Exhibit B Position Rate Senior Principal/CEO $130/hour Principal/Vice President $110/ hour Project Manager $95/ hour Senior Architect/Designer $90/ hour Architect/Designer III $85/ hour Architect/Designer II $80/ hour Architect/Designer 1 $75/hour Intern Architect III $70/hour Intern Architect II $65 / hour Intern Architect 1 $60/hour Senior CAD/ BIM Modeller $75/hour CAD/ BIM Modeller $65/hour Student Intern $50/ hour Office Manager $50/hour Administrative/ Reception $45/hour HELENA BOZEMAN