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HomeMy WebLinkAbout10- Scott Hedglin Professional Services AgreementPROFESSIONAL. SER'V'ICES AGREEMENT TIIIS IS AN AGREEMENT made as of � �LA_' (to , 0° , bet\Aeen THE CITY OF BOZE1'�rIAN, a Municipal Corporation, Bozeman, MontaL, 59715 (O'W'NER) and Scott Hedglin dba Architecture 118 Montana, (ARCHITECT). Whereas the accomplishment of the work and services described in this Agreement is essential to the OWNER'S public works improvement program. Whereas the OWNER intends to and has selected the ARCHITECT to provide necessar\ and professional ARCHITECT services for the project. Whereas the ARCHITECT represents that it is willing and qualified to perform: the professional ARCHITECT services for this project described in this Agreement. Therefore, in consideration of the foregoing recitals and the mutual covenants and conditions contained herein, the parties agree as follows: The conditions and provisions set forth in the attached EXHIBIT" A (To Agreement Between Owner And Architect For Professional Services Architect's Status During Construction).. are herebw incorporated in and made part of this Agreement. ARTICLE 1 - ARCHITECT SERVICES 1. 1. The detailed description of the specific project components is described as follows: Perform architectural services to create construction plans and specifications for a free - standing bus shelter on in -place concrete pad located along east side of N. 7 Avenue, north of Tamarack: Street. Bozeman. Montana. 1.2. The scope of services under this contract is set forth in this agreement and the attached EXHIBITS. ARTICLE 2 - ARCHITECT' "S RESPONSIBILITIES 2.1. ARCHITECT shall perform for OWNER professional services in all phases of the Project to which this Agreement applies as hereinafter provided. These service: will include, but not be limited to. servinvu as OWNER's professional representative for the Project, providing professional consultation and advice and furnishing customary selv incidental thereto. 2., The ARCHITECT shall furnish all labor, materials, equipment, supplies, and incidentals necessary to conduct and complete the ARCHITECT'S portions of the Project and to prepare and deliver to the OM'NI ER all data, reports, plans. specifications. and recommendations as designated herein. 23. The ARCHITECT shall ascertain such information as may have a bearing oil the work from local units of government, public.. and private organizations and shall be authorized to procure information from other authorities as to the extent of these contacts and the results thereof. 14, The ARCHITECT'S wort, shall be in accordance with the standards of sound practices 2.5. The ARCHITECT shall name a Principal -In- Charge for the duration of the project. The Principal -In- Charge shall be Scott Hedglin. 2.6. The ARCHITECT shall name a Project Manager who shall be the liaison between the ARCHITECT and the O\VNER. The Project Manager shall be Scott Hedalin. The OV4'NER maN name a Task Director who would be the liaison between the ARCHITECT and the OV4'NER during the design segment of the Project. 2.7. The ARCHITECT shall submit an estimated progress schedule at the beginning of the work, and month]- progress reports thereafter until the project is completed. ARTICLE 3 - OWNER'S RESPONSIBILITIES 3.1 The OWNER shall name a Task Director who shall be the liaison between the ARCHITECT and the OWNER during DESIGN segment of the Project. The Task Director designated shall be Keri Thorne, Assistant Planner 3.2 The OWNER shall have the right of review and examination of the ARCHITECT'S work at all times. 3.3 The OWNER shall make available all records (record drawings, construction records, etc.) indicating the existing configuration of the cite utilities.. 3.4 The OWNER will be responsible for Advertising Bid Openings. 3.5 The OWNER shall attend the pre -bid conferences. bid openings. pre - construction conferences, construction progress and other job related meetings. substantial completion inspections and final . payment inspections. ARTICLE 4 - BASIC ARCHITECT SERVICES The ARCHITECT shall render professional Services as follows: 4.1 PRELIMINARY DESIGN PHASE After written authorization to proceed. ARCHITECT shall. 4.1.1 Consult with OWNER to clarify and define OWNER's requirements for the Project and review available data. 4.1.2 Advise OWNER as to the necessit of O NER's providing or obtaining from others. data or services and assist OWNER in obtaining such data or sen °ices. 4. 13 Identife and analyze requirements of governmental authorities having jurisdiction to approve the design of the Project and participate in consultations with such authorities. 2 4.1.7. Prepare a Report containing schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate clearly the considerations involved (including applicable requirements of governmental authorities having jurisdiction as aforesaid) and the alternative solutions available to OWNER and setting forth ARCHITECT's findings and recommendations. This Report will be accompanied by ARCHITECT's opinion of probable costs for the Project. including the following which will be separately itemized: Construction Cost, allowance for ARCHITECT costs and contingencies, and (on the basis of information furnished b� OWNER) allowances for such other items as charges of all other professionals and consultants. for the cost of land and rights -of -way, for compensation for or damages to properties, for interest and financing charges and for other services to be provided by others for Owner. The total of all such costs, allowance, etc, are hereinafter called "Total Project Costs ". 4.1.8. Furnish 1 8 '✓ a I I or I 1 a 17 paper cop) and an electronic copy of the Study and Report documents and reviexN them in person with OWNER. The Preliminary- design Investigation Phase will be completed and submitted within 30 calendar days following written authorization from OWNER to ARCHITECT to proceed with that phase of services. 4.2 FINAL DESIGN PHASE After written authorization to proceed with the Final Design Phase, ARCHITECT shall: 4.2.1. On the basis of the accepted Preliminary Design documents and the revised opinion of probable Total Project Costs. prepare for incorporation in the Contract Documents final drawings and Technical Specifications of sufficient detail to show the general scope.. extent and detailed character of the work to be furnished and performed by the Contractor(s) suitable for use in the project bidding and construction. 4.2.2. Advise OWNER of any adjustments to the latest opinion of probable Total Project Costs caused by changes in general scope, extent or character or design requirements of the Project or Construction Costs, Furnish to OWNER a revised opinion of probable Total Project Costs based on the Drawings and Specifications. 4,23. Prepare for revieA and approval by OWNER, technical specifications.. and standard drawings, and other related contract documents in conformance with the latest edition of the Montana Public Works Standard Specifications (MPVN'SS) and City of Bozeman Modifications to MPWSS adopted by the City of Bozeman. 4.2.4. Furnish 0M`NER with one (1) paper copy and an electronic copy of the Contract Documents (including design drawings and specifications), The Final Phase will be complete and submitted within a0 calendar days following written authorization from OWNER to ARCHITECT to proceed with that phase of services, 4. 3, BIDDING OR NEGOTIATING PHASE After written authorization to proceed with the Bidding or Negotiating Phase, ARCHITECT shall: 4.3.1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for construction contract(s) and record prospective bidders to whom Bidding Documents have been issued, receive and process deposits for Bidding Documents and conduct pre -bid conferences. 4.12. Assist OWNER in providing interpretation or clarification to prospective bidders regarding the Bidding Documents, and issue addenda as appropriate (i.e. BuN .America requirements as required bN the Energy. Efficiencw and Conservation Block Grant) 4.3.3. Consult with and advise OWNER as to the acceptabilit\ of the prime contractor, subcontractors, suppliers and other persons and organizations proposed by the prime contractor(s) (herein call "Contractor(s) ") for those portions of the work as to which such acceptability is required by the Bidding Documents, 43.4. Consult with OWNER concerning and determine the acceptability of substitute materials and equipment proposed by Contractor(s) when substitution prior to the award of contracts is allowed bw the Bidding Documents, 43.5. Attend the Bid opening, prepare bid tabulation. evaluate bids, assess bidders' responsiveness and responsibility and make award recommendation to OWNER. 4.3.6 Facilitate contract award, and the execution and distribution of the contract documents for construction, materials, equipment and services. Furnish Owner two original signature sets of executed contract documents (including design drawings. specifications and contracts). Furnish contractor with one set of original signature executed contract documents and up to three sets of construction documents. 4.4 CONSTRUCTION PHASE The responsibilities of the ARCHITECT during the Construction Phase are summarized as follows: 4.4.1. General Administration of Construction Contract. ARCHITECT shall consult with and advise OWNER and act as OWNER'S representative as provided in EXHIBIT A - ARCHITECT''S STATUS DURING CONSTRUCTION attached to and made park of this Agreement and may be further provided under the General Conditions of the contract documents. The extent and limitations of the authoritw, duties, and responsibilities of the ARCHITECT on the construction job site as assigned here -in shall not be modified except as the ARCHITECT ma} otherwise agree in writing. All of OWNER's instruction to Contractor(s) will be issued through ARCHITECT who will have authoritti to act on behalf of OWNER to the extent provided in the General Conditions except as otherwise provided in writing. In addition to the services provided under Article 10 (Exhibit A) the ARCHITECT shall provide the following services during construction: 4.4.1.1 Attend a pre- construction conference if one is necessan'. 4,4.1.2 Ascertain the required permits needed to accomplish his work. 4.4.1.3 Prepare and provide activity, and pros ess reports to the City's Task Director as needed. 4.4.1.4 ARCHITECT shall provide OWNER copies of all correspondence between the ARCHITECT and Contractor. 4.4.1.; Review and approve, for conformance with the project technical specifications all shop drawings, and other Contractor submittals required by the Contract Documents (i.e. Building Permit, BuN America standards). 4.4.1.E During construction review Contractors' construction schedules and evaluate conformance .and progress under the Contract time provisions. 4.4.1.7 Inspect the project and when appropriate, and after conferring with OWNER. issue a Certificate of Substantial Completion to the Contractor. 4.4.1.8 Prior to recommending final payment, assist OWNER with preparation of final EECBG reporting requirements. Upon satisfactory project completion ARCHITECT shall certify in writing to the OWNER, and and required regulator,, agencies, that the construction was completed in accordance with the approved plans and specifications and is performing in accordance with the design concept. 4.4.2 Limitations of Responsibilities ARCHITECT will not be responsible for CONTRACTOR's means, methods, techniques, sequences or procedures of construction, or the safety precautions and programs incident thereto, and ARCHITECT will not be responsible for CONTRACTOR's failure to perform or furnish the Work in accordance with the Contract Documents; however, nothing contained in this agreement shall be construed to release ARCHITECT from liability for failure to properly perform duties and responsibilities assumed by ARCHITECT in the Contract Documents. ARTICLE 5 - ADDITIONAL SERVICES 5.1. If OWNER wishes ARCHITECT to perform any of the following Additional Services. OWNER shall so instruct ARCHITECT in writing, and ARCHITECT shall perform or obtain from others such services and will be paid therefor as provided in the Agreement: 5.1.1. Services resulting from significant changes in the general scope, extent or character of the Project or major changes in documentation previously accepted by OWNER where changes are due to causes beyond ARCHITECT's control. 5.1.2. Providing renderings or models 5.1.3. Preparing documents for alternate bids requested bN OWNER for work not executed or for out -of- sequence work. 5.1.4. Providing other services not otherwise provided for in the Agreement, including services normalIN furnished br the OWNER as elsewhere herein described. 5.1.5. Furnishing the services of independent professional associates or consultants for other than Basic Services. 5.2. When required b% the Contract Documents in circumstances beyond ARCHITECT "s control, ARCHITECT shall perform or obtain from others anN of the following Additional Services as circumstances require during construction and without waiting for specific instructions from O' NER, and ARCHITECT will be paid therefore as provided in this Agreement: 5.2.1. Services in connection with work directive changes and change orders to reflect the changes requested b,, OWNER if the resulting change in compensation for Basic Services is not commensurate with the additional services rendered. 5.2.2. Services in making revisions to Drawings and Specifications occasioned by the OWNER'S acceptance of substitutions proposed by Contractor(s): services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of substitutions proposed by Contractor: and evaluating an unreasonable or extensive number of claims submitted by Contractor(s) or others in connection with the work, 5.2.3. Services resulting from significant delays, changes or price increases occurring as a direct result of materials, equipment or energ. shortages. 5.2.4. Additional or extended services during construction made necessary b (1) work damage by fire or other causes during construction. (2) a significant amount of defective or neglected work of any Contractor, (5) acceleration of the progress schedule involving services beyond normal working hours, (4) default by any Contractor. ARTICLE 6 - COMPENSATION FOR ARCHITECTING SERVICE 6.1 LUMP SUM AGREEMENT FOR BASIC SERVICES AND EXPENSES OF ARCHITECT 6.1.1 Pavment. The OWNER shall for design phase services performed as Basic ARCHITECT Services under sections 4.1 through 4.2 of this agreement pay a total sure in the amount of 0 for such services. 6.1.2 Payment Schedule. The work being performed by the ARCHITECT is being performed on a Pro Bono basis. Reimbursable Expenses are identified as follows: NONE 6.1. Reimbursable Expense Onk those expenses specifically identified for payment under section 6.2 of this Agreement are reimbursable. All other design related expenses are included in the Lump Sum Payment for the Basic services (4.1 through 4.4) and are not separatel reimbursable. Additional Services specificalh identified under the scope of design services for° payment under 6.1 are not separately reimbursable. ARTICLE 7 - MEANING OF TERMS ?.1 AGREEMENT As used herein the term "this Agreement" refers to the contents of this document and its Exhibits attached hereto and referred to as if they were part of one and the same document. — CONSTIIUCTION COSTS The construction cost of the entire Project (herein referred to as "Construction Cost ") means the total cost to OWNER of those portions of the entire Project designed and specified bN ARCHITECT, but it will not include ARCHITECT's compensation and expenses. the cost of land, rights- of -waN, or compensation for or damages to, properties unless this Agreement so specifies, nor will it include OWNER's legal. accounting. insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project or the cost of other services to be provided bd others to OIVNER, .; .DIRECT LABOR COSTS Direct Labor Costs used as a basis for payment mean the actual salaries and wages paid to all ARCHITECT's personnel engaged directly, oil the Project. including, but not limited to. ARCHITECTS. architects, surveyors_. designers. drafters, specification writers, estimators, other technical and business personnel; but does not include indirect payroll related costs or fringe benefits. For the purposes of this Agreement the principals and employees of the ARCHITECT maximum billable Direct Labor Costs area Principals $ 0 /hour Project Manager $ 0 hour /A REIMBURSABLE EXPENSES Reimbursable Expenses mean the actual expenses incurred by ARCHITECT or ARCHITECT's independent professional associates or consultants directly in connection with the Project, such as expenses for: transportation and subsistence incidental thereto, obtaining bids or proposals from Contractor(s): subsistence and transportation of Resident Project Representatives and their assistants: toll telephone calls and telegrams; reproduction of reports, Drawings, Specifications, Bidding; Documents and similar Proiect- related items; and if authorized in advance bti ONN NER, overtime work requiring higher than regular rates. In addition. when compensation for Basic Services is on the basis of Direct Labor Costs method of payment, Reimbursable Expenses will also include the amount billed to ARCHITECT bN special consultants emploved by ARCHITECT and authorized bN OWNER (other than as an authorized Additional Services) and will also include expenses incurred for computer time and other specialized equipment, including an appropriate charge for previously established programs and expenses of photographic production techniques. ARTICLE 8 - PAYMENT PROVISIONS 8.1 TIMES OF PAYMENTS. ARCHITECT ma\ submit monthly statements for Basic Services and approved Additional Services rendered and for Reimbursable Expenses incurred, however, payments shall not exceed the ceilings provided in 6.1 and 6.2. Final payment shall be made only after acceptance of the protect by the OWNER, If OWNER disputes the amount of the billing, OWNER will notify the ARCHITECT in writing within ten (10) calendar days of the receipt of bill of the dispute. 8.2 REQUESTS FOR PAYMENT. Each request for payment shall include a documentation summarN. of the period incremental man hours incurred, direct labor rates and billed rates. detail of reimbursable costs, total period billing, and total cumulative billing. When requested bN OWNER services for distinct project segments shall be accounted and billed separately. 83 PAYMENT UNDER TERMINATION. In the event of termination by the OWNER upon the completion of an\ phase of the Basic Services, ARCHITECT will be reimbursed for the reimbursable charges ARTICLE 9 .. GENERAL CONSIDERATIONS 9.1 TERMINATION OF AGREEMENT 9.1.1 The sole right is hereby reserved to the OV4'NER to terminate this Agreement for am and all causes or for its convenience at any time upon fifteen (15) days written notice to the ARCHITECT. 9, 1.2 Upon receipt of a termination action under paragraph 9.1.2, the ARCHITECT shall (1) promptly discontinue all affected wort: (unless the notice directs otherwise).. and (2) deliver or otherwise make available to the OWNER within ten (10) days copies of all data, design drawings. specifications. reports, estimates, summaries and such other information and materials as ma have been accumulated b\ the ARCHITECT in performing this Agreement, whether completed or in process. 9.1.7 In the event this Contract is terminated prior to completion, the original copies of the ARCHITECT'S data, recommendations, plans, specifications, analysis and other related ii documents prepared by the ARCHITECT prior to said termination shall be delivered to and become the propem of the OWNER. 9.1.4 Upon termination, the OWNER may take over the work and may award another party an Agreement to complete the wort: under this Agreement. 9. 1.5 O'\N'NER'S right to terminate is in addition to any other remedies OWNER mas have under the law. 9.2 INSPECTION AND AUDIT All books, papers, records.. payrolls. vouchers and invoices relating to costs and expenditures incurred as to the performance of the services by the ARCHITECT hereunder shall be made available to the OWNER, or their authorized representatives for audit and review, at the ARCHITECT'S respective offices at all reasonable times during the contract period and for three years from the date of final payment. The ARCHITECT warrants that he has not employed or retained any company or persons, other than a bona fide employee, working solely for the ARCHITECT, to solicit to secure this contract, and that he has not paid or agreed to pay ans company or person, other than bona fide employees working solely for the ARCHITECT.. any fee, commission, percentage, brokerage fee, gifts or any other considerations contingent upon or resulting from the award or malting of this Contract. For breach or violation of this warrants•, the O)NNER shall have the right to annul the Contract without IiabilitR or in its discretion to deduct from the price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. All employees of the ARCHITECT or other persons while engaged in the performance of work or services required by the ARCHITECT shall be considered employees of the ARCHITECT onlh and not of the OWNER. 9.4 NONDISCRIMINATION The ARCHITECT will not discriminate on the basis of race, color, religion, creed. political ideas. sex, age. marital status. national origin or disability, in employment or provision of services. The ARCHITECT shall be subject to and comply with Title VI of the Civil Rights Act of 1964, Section 140.. Title 2, United States Code, and all regulations promulgated thereunder. 9.5 SUBLETTING OR ASSIGNING OF WORK The ARCHITECT shall not sublet or assign any of the work covered herein without prior written approval of the O"X'NER. 9,6 STANDARD OF CARE In providing services under this agreement, the ARCHITECT will perform in a manner consistent with the degree of care and skill ordinarily exercised b members of the same profession currently practicing under similar circumstances. If anti service should be found to be not in conformance with this standard, the ARCHITECT shall. at the OWNER's request, re- perform the service at its own expense. ARCHITECT shall also. at its oven expense. make such changes, modifications or additions to the project which are made necessary as a. result of the initial non - performance or the re- performance of services. The OWNER's rights herein are in addition to an, other remedies the OWNER may have under the lain. 9.7 LEGAL RELATIONS: 9.7.1 The ARCHITECT shall, consistent with the standard care, comph with those Federal, State, and Local laws and ordinances applicable to the work to be done. 9.7.2 The ARCHITECT agrees to defend, indermi fi and hold harmless the O)AINER, its officers, directors, agents and employees from and against any suit. cause of action, claim, cost, expenses, obligation and liability of any character, including attorney's fees, which is brought or asserted for any bodily injury, death. or physical damage to property received or sustained by any person, persons. property, business or any other entity, arising out of or resulting from, or in connection with the ARCHITECT'S negligent performance of the work specified in this agreement. 9.7.3. The ARCHITECT agrees to defend. indemnifi and hold harmless the OWNER, its officers, directors, agents and employees, should OWNER, its officers.. directors. agents or employees be named as a defendant in any action where the OW'NER'S alleged liability arises from the negligent performance of the ARCHITECT'S work herein described. The obligations of the ARCHITECT to defend, indemnify and hold harmless the ON NER will apply to any suit, cause of action, claim, cost or obligation including, without limitation, those alleged under the common lays or pursuant to a federal or state statute or regulation including those arising in tort. trespass, nuisance.. and strict liability. 9.7.4 In the event the OV4`NER is found proportionately responsible for any damages ultimately awarded to a plaintiff or plaintiffs in any lawsuit, the ARCHITECT will be responsible for only those damages, costs, or liabilities as are attributable to the ARCHITECT'S percent of fault as compared with 100°/4 of the fault giving rise to the damages. Should the OWNER be found responsible for negligence by its own officers, directors. agents or employees, then in that event the O)&'NER agrees to reimburse the ARCHITECT for the reasonable attorney's fees and costs incurred in anv defense of the OWNER in an amount proportional to the fault attributed to the OWNER. The indemnity required herein shall not be limited by reason of the specification of any particular insurance coverage in this Agreement. 9.7.5 Should either OWNER or ARCHITECT be held responsible, for any damages, costs or liabilities resulting from intentional misconduct by any officer, director.. agent or employee in connection with the work specified in this Agreement, then in that event, that partN shall defend, indemnify and hold harmless the other as to and damages. costs or liabilities that result from or arise out of that intentional misconduct, including reasonable attorneN's fees and costs which shall include costs and salary of the city attorney or other in -house counsel. Further, notwithstanding the obligations set forth in paragraphs 9.7.2 and 9.7.3 above, the ARCHITECT agrees to defend OWNER where the OWNER'S alleged liabilit\ arises from intentional misconduct b\ the ARCHITECT. Should the O'VVNER be found responsible for intentional misconduct by its own officer, director, agent or employee, then OWNER agrees to reimburse ARCHITECT for the reasonable attorney's fees and costs incurred in ant defense of the OWNER. 9.7.6 The ARCHITECT shall perform this agreement as an independent contractor, and as such, is responsible to the OWNER only as to the results to be obtained in the work herein specified, and to the extent that the work shall be done in accordance with the terms. plans and specifications. The ARCHITECT shall have and maintain complete control over all of its employees, subcontractors, agents and operations, being responsible for an required payroll deductions and providing required benefits, such as, but not limited to worker's compensation with statutor- limits, and unemployment insurance. 9.8 INSURANCE The ARCHITECT shall secure and furnish to the OWNER certificate of insurance, therein, naming the OWNER as an additional insured, to include thirty (30) days notice of cancellation or non - renewal. Without limiting anN of ARCHITECT's obligations hereunder, ARCHITECT shall secure and maintain, until the work is completed and accepted b�, the OWNER, insurance coverage naming the OIA'NER as additional insured with minimum insurance coverage as follows: Type of Cove rage Comprehensive Liability:. BodilN InjurN Damage Medical payments Limits $ per accident $ 5.000 per each person. $ 25.000 each accident Automobile: Bodilv„ Iniun covering all automobiles, trucks tractors, trailers. or other automotive equip- ment whether owned or rented bN ARCI-41TECT or owned b- employees of ARCHITECT. $ 50,000 each person $ 100,000 each occurrence UIE Property Damage covering $ 50,000 each occurrence all automobiles. trucks, tractors, trailers or other automotive equipment whether owned or rented ba ARCHITECT or owned b- employees of ARCHITECT 9.9 ENDORSEMENT The ARCHITECT shall place his endorsement on all drawings and other data furnished by him. 9.10 OWNERSHIP OF DOCUMENTS The parties admit and agree the documents produced under this agreement are not intended or represented to be suitable for reuse ba. OWNER or anN other individual on any other prgiect. Anti reuse without written verification or adaptation by ARCHITECT will be at OWNER "s sole risk and without liability or legal exposure to ARCHITECT, or to ARCHITECT "s independent professional associates or consultants. Files in electronic media format of text, data, graphics, or of other types that are furnished by ARCHITECT to OWNER are only for convenience of owner. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. 9.11 PtTBLIC INFORMATION The ARCHITECT shall not issue am statements, releases or information for public dissemination without prior approval of the OWNER. 9.12 PROPRIETARY RIGHTS If patentable discoveries or inventions should result from work required herein. all rights accruing from such discoveries or inventions shall be joint propertti of the ARCHITECT and the OWNER.. Provided that the OWNER.. state agencies or political subdivisions and the United States Government shall have the irrevocable, nonexclusive, nontransferable and royalty -free license to use each invention in the manufacture, use and disposition, according to lam, of am article or material, and in the use of am method that may be developed as part of the work described and contemplated herein. 9.1' RECORDS The ARCHITECT shall maintain accounting, records and other evidence pertaining to the cost incurred and to make the records available at all reasonable times during the Contract term and for one (I ) year from the date of final payment. Such accounting: records and other evidence pertaining to the cost incurred will be made available for inspections b- OWNER. 9.14 SUCCESSORS IN INTEREST The covenants, agreements and all statements in this Contract applti to and shall be binding on the heirs, personal representatives. successors and assigns of the respective parties. 9.15 ATTORNEY'S FEES AND COSTS That in the event it becomes necessan for either Partti of this Contract to retain an attorneN to enforce an of the terms or conditions of this Contract or to give anx notice required herein, then the prevailing Part or the Part, giving notice shall be entitled to reasonable attorney's fees and costs, including fees. salan. and costs of in -house counsel to include Cite Attornex. 9.16 (MODIFICATIONS AND AMENDMENTS That am amendment or modification of this Contract or ane provisions herein shall be made in writing or executed in the same manner as this original document and shall after execution become a part of this Contract. In `vitness Whereof, the Parties hereto do mare and execute this Agreement. CITY OF BOZEMAN, MONTANA ARCHITECT BY: c BY: (Cit, Manager) (President) DATE: DATE: ) o r,t a'r a�, ATTf �' 'BO?�,� s J BY A V 1 12 EXHIBIT A TO AC REE'MENT BETWEEN OWNER AND ARCHITECT FOR PROFESSIONAL SERVICES ARCHITECT'S STATUS DURING CONSTRUCTION This Exhibit is attached to, made a part of and incorporated by reference with the Agreement made on (co - t0 between CITY OF BOZENIAN (OWNER) and Scott Hedglin dba Architecture 118 (ARCHITECT) providing for professional ARCHITECTing services. ARTICLE 10 - ARCHITECT'S STATUS DURING CONSTRUCTION 10,1. OWNER'S REPRESENTATIVE ARCHITECT will be OWNER's representative during the construction period. The duties and responsibilities and the limitations of authority of ARCHITECT as OWNER's representative during construction are set forth in the Contract Documents and shall not be extended without written consent of OWNER and ARCHITECT. 10.2. VISITS TO THE SITE ARCHITECT will make visits to the site at intervals appropriate to the various stages of construction to observe the progress and quality of the executed Work and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. ARCHITECT will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. ARCHITECT's efforts will be directed toward providing for OWNER's greater degree of confidence that the completed Work will conform to the Contract Documents, On the basis of such visits and on-site observations as an experienced and qualified design professional, ARCHITECT will keep OWNER informed of the progress of the Work and will endeavor to guard OWNER against defects and deficiencies in the Work. 10.3. PROJECT REPRESENTATION The ARCHITECT will be the Project Representative in observing the performance of the Work. 10.4, CLARIFICATIONS AND INTERPRETATIONS ARCHITECT will issue with reasonable promptness such written clarifications or interpretations of the requirements of the Contract Documents (in the form of Drawings or otherwise) as ARCHITECT may determine necessary, which shall be consistent with or reasonably inferable from the overall intent of the Contract Documents. If CONTRACTOR believes that a written clarification or interpretation justifies an increase in the Contract Price or an extension of the Contract Time and the parties are unable to agree to the amount or extent thereof, CONTRACTOR may make a claim therefor as provided in the General Provisions of the construction Contract Document. 10.5. AUTHORIZED VARIATIONS IN WORK ARCHITECT may authorize minor variations in the Work from the requirernents of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Time and are consistent with the overall. intent of the Contract Documents. These may be accomplished bw a Field Order and will be binding on OWNER, and also on CONTRACTOR who shall perform the Fork involved promptlw. if CONTRACTOR believes that a field Order justifies an increase in the Contract Price or an extension of the Contract Time and the parties are unable to agree as to the amount or extent thereof, CONTRACTOR ma\ make a claim therefore as provided in the General Conditions of the Construction Contract, 10.6. REJECTING DEFECTIVE WORD ARCHITECT wvill have authority to disapprove or reject Fork which ARCHITECT believes to be defective, and will also have authority to require special inspection or testing of the Work as provided in the General Provisions of the construction Contract Document whether or not the work is fabricated. installed, or completed. ] 0. SLOP DRAWINGS, CHANGE ORDERS AND PAYMENT 10.7.1. The ARCHITECT's responsibility for Shop Drawings and samples shall comply with the shop drawing provisions of the General Provisions of the construction Contract Document 10.7?. The ARCHITECT's responsibilities for Change Orders shall comply with the change order provisions of the General Provisions of the construction Contract Document. 10.7.3, The ARCHITECT's responsibilities for contractor's Application for Pavement shall comply with the payment provisions of the General Provisions of the construction Contract Document. 10.8. DETERMINATIONS FOR UNIT PRICES ARCHITECT will detennine the actual quantities and classifications of Unit Price Work performed by CONTRACTOR. ARCHITECT will reviews with CONTRACTOR the ARCHITECT's preliminary determinations on such matters before rendering a written recommendation thereon (by recommendation of an Application for Payment or otherwise) to OWNER. 10.9. DECISION ON DISPUTES 10.9.1. ARCHITECT will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work there under. Claims. disputes and other matters relating to the acceptability of the Work or the interpretation of the requirements of the Contract Documents pertaining to the performance and furnishing: of the Work and claims under The General Conditions of the Construction Contract in respect of changes in the Contract Price or Contract Time will be referred initially to ARCHITECT in writing with a request for a formal decision in accordance with this paragraph. which ARCHITECT will render in writing within a reasonable time. Written notice of each such claim, dispute and other matter shall be promptly reported and copied to the OIT1ER. 10.9.2. When functioning as interpreter under paragraphs 10.8 and 10.9.1, ARCHITECT will not show partiality to OWNER or CONTRACTOR and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. The rendering of a decision by ARCHITECT pursuant to paragraphs 10.8 and 10.9.1 with respect to any such claim, dispute or other matter will be a condition precedent to any exercise by OWNER or CONTRACTOR of such rights or remedies as either may otherwise have under the Contract Documents or bN Laws or Regulations in respect of any such claim. dispute or other matter. 10.10. LIMITATIONS ON ARCHITECT'S RESPONSIBILITIES 10.10.1.Neit.her ARCHITECT "s authorit- to act under this ,Article or elsewhere in the Contract Documents nor any decision made by ARCHITECT in good faith either to exercise or not exercise such authority shall give rise to any duty. or responsibility of ARCHITECT to CONTRACTOR, any Sub - contractor, anN Supplier. or am other person or organization perforating any of the Work, or to anti suret\ for anti of them. 10. I 0.2.Whenever in the Contract Documents the terms "as ordered "as directed" "as required", "as allowed" "as approved" or terms of like effect or import are used, or the adjectives "reasonable ", "suitable "acceptable". "proper" or "satisfactory'" or adjectives of like effect or import are used to describe a requirement, direction, review or judgment of ARCHITECT as to the Fork, it is intended that such requirement, direction, review or Judgment will be solely to evaluate the Fork for compliance with the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective shall not be effective to assign to ARCHITECT any dut" or authority to supervise or direct the furnishing or performance of the Wort: or any duty or authority to undertake responsibilit} contrary to the provisions of paragraph 4.5.3.