HomeMy WebLinkAbout11- Dowling Sandholm Architects Professional Services Agreement for existing shops remodelPROFESSIONAL SERVICES AGREEMENT
THIS IS AN AGREEMENT made as of April 1, 2011 , between THE CITY OF
BOZEMAN, a Municipal Corporation, Bozeman, Montana, 59715 (OWNER) and
Dowling Sandholm Architects PC, Bozeman, Montana 59715 (ARCHITECT).
Whereas the accomplishment of the work and services described in this Agreement is essential to the OW'NER'S
public works improvement program.
Whereas the OWNER intends to and has selected the ARCHITECT to provide necessary and professional
engineering services for the project.
Whereas the ARCHITECT represents that it is willing and qualified to perform the professional engineering 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 EXHIBI'l A (I3 -10.5 Owner Architect Afire( ment),
are hereby incorporated in and made part of this Agreement.
ARTICLE I - ENGINEERING SERVICES
1.1. The detailed description of the specific project components is described as follows:
Renovation of Existing City Shops Building limited to a new Training area, Break Room. ADA Bathroom and
Kitchenette in the North Wing, and ne� Women's restroom, ADA shower, Men's ADA toilet and Forestry otficc at
the Wcst Wing along with upgraded Mechanical and Electrical service in the above spaces.
1.1 The scope of services under this contract are set forth in this agreement and the attached EXHIBITS.
ARTICLE 2 - ARCHITECT'S RESPONSIBILITIES
2.1. ARCHITECT shall perform for OWNER professional engineering services in all phases of the Project to which
this Agreement applies as hereinafter provided. These services will include, but not be limited to, serving as OWNER's
professional engineering representative for the Project, providing professional engineering consultation and advice and
furnishing customary civil and structural engineering services incidental thereto.
2.2. 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 OWNER all data, reports, plans,
specifications, and recommendations as designated herein. *'Excludes printing costs
23. The ARCHITECT shall ascertain such information as may have a bearing on 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.
2.4. The ARCHITECT'S work shall be in accordance with the standards of sound engineering practices.
2.5, The ARCHITECT shall name a Principal -In- Charge for the duration of the project. The Principal -In- Charge
shall be Jeff Sandholm .
16. The ARCHITECT shall name a Project Manager who shall be the liaison between the ARCHITECT and the
OWNER. The Project Manager shall be Eryn Mikelson . The OWNER may name a Task Director
who would be the liaison between the ARCHITECT and the OWNER during the design segment of the Project.
2.7. The ARCHITECT shall submit an estimated progress schedule at the beginning of the work, and monthly
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 James Goehrung
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 (as -built drawings, construction records, etc.) indicating the
existing configuration of the city 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 ARCHITECTURAL SERVICES
The ARCHITECT shall render professional Architectural Services as follows:
4.1 PRE - DESIGN INVESTIGATION 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.
4.12 Advise OWNER as to the necessity of OWNER's providing or obtaining from others, data or services
and assist OWNER in obtaining such data or services.
4.1.3 Identify and analyze requirements of governmental authorities having jurisdiction to approve the design
of the Project and participate in consultations with such authorities.
4.1 A. Provide analyses of OWNER's needs, planning surveys, site evaluations and comparative studies of
prospective sites and solutions.
4.1.5. Provide a general economic analysis of OWNER's requirements applicable to various alternatives.
desefiptions and maps, preparing a pr-epeFty owner!s and assessments role lists including pre�eet assessment
costs based en the pfeliminary pFojeot oost estimates, and providing technical infer-matien at SID pub4e
hearings, ifapplieable.
4.1.6
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 engineering costs and contingencies, and (on
the basis of infonnation furnished by 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
IN
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 copies of the Study and Report documents and review them in person with OWNER.
The Pre - design investigation Phase will be completed and submitted within is calendar days following written
authorization from OWNER to ARCHITECT to proceed with that phase of services.
4,2 PRELIMINARY DESIGN PHASE
After acceptance of the pre- design report and receipt of written authorization to proceed with the Preliminary Design
Phase, ARCHITECT shall:
4.2.1. In consultation with OWNER determine general scope, extent and character of the Project.
4,12. ARCHITECT shall then prepare a Preliminary Design Report, preliminary plans and specifications and
a written description for the Project,
4.2.3. Preliminary Design Report Specific items to be addressed in the design report will include, but not be
limited to:
4.2.3,1. Summary of construction requirements with appropriate drawings for each task included in
the project.
4.2.3.2. Plans for providing water and sewer services for affected properties during construction.
4.2.3.3. Summary geotechnical report for specific tasks, if needed.
4.2.3.4. Special design considerations for Project tasks with conditions not covered in standard
construction methods or specifications.
4.23.5, A traffic control plan for each project task, if necessary.
4.2.4. Design and Construction Survey: The ARCHITECT" shall conduct a design field survey of the project
areas, as necessary, for locating existing utilities (such as gas, power, telephone, TV cables, water and sewer
lines, irrigation facilities, fences, and approach driveways), existing right-of-way and easements, and making
measured drawings of or investigating conditions of existing facilities. The ARCHITECT shall provide suitable
horizontal and vertical reference control points for the construction phase.
42.5. Permits and Rights-of-Way The ARCHITECT shall obtain approved permits, licenses, and /or
easement agreements from private landowners and any other agencies or entities requiring similar approvals
prior to bidding. These approvals will be coordinated with the OWNER and will be made on easement and
permit documents approved by the OWNER. Information and easement descriptions provided in the Basic
Engineering Services will be based on data available from design surveys and courthouse records.
4.2.6.
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4.2.7. Preliminary Plans and Specifications Prepare preliminary construction plans and specifications with
information which addresses the special features of each project task.
4.2.8. Based on the information contained in the preliminary design documents, ARCHITECT will submit a
revised opinion of probable Total Project Costs to the OWNER.
4.2.9. ARCHITECT shall prepare and furnish complete copies of preliminary bidding documents and design
report as requested to OWNER and at the same time furnish copies as directed by OWNER to agencies and/or
parties having regulatory responsibilities or direct financial participation in any part of the Project; provide any
technical criteria, written descriptions and design data necessary for securing permits or approval from
authorities having jurisdiction to review and approve the design, and assist owner in securing such approvals; and
review documents in person with OWNER and review authorities, and, if necessary, conduct a plan -in -hand site
review. All changes agreed to between ARCHITECT and OWNER will be noted in a memorandum from the
ARCHITECT to the OWNER and incorporated into the final plans and specifications.
The Preliminary Design Phase will be completed and submitted within 30 calendar days following written authorization
from OWNER to ARCHITECT to proceed with that phase of services.
4.3 FINAL DESIGN PHASE
After written authorization to proceed with the Final Design Phase, ARCHITECT shall:.
4.3.1. 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.
4.3.2. 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.
4.33. Prepare for review and approval by OWNER, its legal counsel and other advisors, contract agreement
forms, general conditions and supplementary conditions, and (where appropriate) bid forms, invitations to bid
and instructions to bidders, special provisions, technical specifications, and standard drawings, and other related
contract documents in conformance with the latest edition of the Montana Public Works Standard Specifications
(PWSS) and City of Bozeman Modifications to MPWSS adopted by the City of Bozeman.
4.3.4. Furnish OWNER six copies of the Contract Documents (including design drawings, specifications and
contracts).
The Final Phase will be complete and submitted within _60 calendar days following written authorization from
OWNER to ARCHITECT to proceed with that phase of services.
4.4 BIDDING OR NEGOTIATING PHASE
After written authorization to proceed with the Bidding or Negotiating Phase, ARCHITECT shall:
4.4.1. Assist ARCHITECT 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.
4.4.2. Provide interpretation or clarification to prospective bidders regarding the Bidding Documents, and
issue addenda as appropriate.
4.43. Consult with and advise OWNER as to the acceptability 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.
4.4.4. 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 by the Bidding
Documents.
4.4.5. Attend the Bid opening, prepare bid tabulation, evaluate bids, assess bidders' responsiveness and
responsibility and make award recommendation to OWNER.
4.4.6 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.
4.5 CONSTRUCTION PHASE
The responsibilities of the ARCHITECT during the Construction Phase are summarized as follows:
4.5.1. General Administration of Construction Contract. ARCHITECT shall consult with and advise
OWNER and act as OWNER'S representative as provided in EXHIBIT A - , attached to and made part of this
Agreement and may be further provided under the General Conditions of the contract documents. The extent and
limitations of the authority, duties, and responsibilities of the ARCHITECT on the construction job site as
assigned here -in shall not be modified except as the ARCHITECT may otherwise agree in writing. All of
OWNER's instruction to Contractor (s) will be issued through ARCHITECT who will have authority 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 IQ (Exhibit A) the ARCHITECT shall provide the following
services during construction:
4.5.1.1 'Schedule and conduct a pre - construction conference.
4.5.1.2 Provide personnel, equipment and supplies for construction layout and control, including
establishment of line, grade, and blue top control staking. Not included
4.5.1.3 Review Contractors' construction schedules and operations, and the Contractors' traffic control
plans and its implementation prior to the start of construction.
4.5.1.4 Ascertain that the Contractor has secured required permits needed to accomplish his work,.
4.5.1.5 Prepare and provide weekly activity and progress reports to the City's Task Director.
Contractor to provide
4.5.1.6 ARCHITECT shall provide OWNER copies of all correspondence between the ARCHITECT
and Contractor.
4.5.1.7 Issue stop and resume work orders, in whole or in part, when work is not or cannot be
performed in accordance with the Contract Documents.
4.5.1.8 Review and approve, for conformance with the project technical specifications all shop
drawings, and other Contractor submittals required by the Contract Documents.
4.5.1.9 During construction review Contractors' construction schedules and evaluate confonnance and
progress under the Contract time provisions.
4,5.1.10 Prepare for OWNER'S approval any plan and specification changes which due to any initial
design or engineering deficiencies are required to complete the project original design concept.
4.5.1.11 Inspect the project and when appropriate, and after conferring with OWNER, issue a
Certificate of Substantial Completion to the Contractor.
4.5.1.12 Prior to recommending final payment, schedule and conduct with the OWNER a final project
inspection and submit a report to the OWNER documenting any outstanding items or deficiencies
requiring correction prior to final payment. Upon satisfactory project completion ARCHITECT shall
certify in writing to the OWNER, and any required regulatory agencies, that the construction was
completed in accordance with the approved plans and specifications and is performing in accordance
with the design concept,
4.5.1.13 Eleven months after project substantial completion schedule and conduct with the Owner a
One Year Warranty Inspection of the project and advise the owner in writing whether project
deficiencies exist and if the project is performing in accordance with the design concept.
4.5.2. Resident Proiect Representative. * Not Provided ARCHITECT shall provide a qualified Resident
Project Representative at the job site to provide observation of the work as provided in., attached to and made
part of this Agreement.
The ARCHITECT shall submit to the OWNER, for review and acceptance, the resume of each Resident Project
Representative who may be assigned to the job site during the course of the Project not less than 10 calendar
days prior to the pre - construction meeting. Any subsequent change in the resident representative shall also be
subject to the OWNER'S approval. NA
4.53 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.
4.6. PROJECT DOCUMENTATION
ARCHITECT shall famish OWNER with (a) one mylar copy and two paper copies of the Project Record Drawings ( "As-
Builts "), (b) written monthly progress reports, and (c) a project notebook containing such correspondence and
documentation as requested by OWNER. Additional Service at hourly rates
4.7. CONSTRUCTION TESTING Contractor's Responsibility
The inspection services shall include material testing and verification of contract compliance with job site requirements,
plans and specifications.
The ENGINEER shall provide and maintain detailed documentation of the following material testing:
1) Concrete strength, air content and slump
2) Embankment, trench backfill, and gravel and pavement densities
3) Aggregate gradations
4) Plant mix strength, flow and asphalt content
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. Legal land surveys performed to obtain data for preparing easements and rights-of-way descriptions
5.1.2. Preparation of applications and supporting documents for governmental agencies in addition to those
required under Basic Services; preparation or review of environmental studies and related services; and
assistance in obtaining environmental approvals.
5.1.3. 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.
5.1.4. Providing renderings or models,
5.1.5. Preparing documents for alternate bids requested by OWNER for work not executed or for out-of-
sequence work.
5.1.6. Providing other services not otherwise provided for in the Agreement, including services normally
furnished by the OWNER as elsewhere herein described.
5.1.7. Furnishing the services of independent professional associates or consultants for other than Basic
Services,
5.2. When required by the Contract Documents in circumstances beyond ARCHITECT's control, ARCHITECT shall
perform or obtain from others any of the following Additional Services as circumstances require during construction and
without waiting for specific instructions from OWNER, and ARCHITECT will be paid therefor as provided in this
Agreement:
5.2.1. Services in connection with work directive changes and change orders to reflect the changes requested
by 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 energy shortages.
5.2.4. Additional or extended services during construction made necessary by (1) work damage by fire or
other causes during construction, (2) a significant amount of defective or neglected work of any Contractor, (3)
acceleration of the progress schedule involving services beyond normal working hours, (4) default by any
Contractor.
ARTICLE. 6 - COMPENSATION FOR ARCHITECTURAL 'SERVICE
6.1 LUMP SUM AGREEMENT FOR BASIC SERVICE'S AND EXPENSES OF ARCHITECT
7
6.1.1 Payment. The OWNER shall for design phase services performed as Basic ARCHITECTURAL
Services under sections 4.1 through 4.3 of this agreement pay a total sum in the amount of $ 19,999.00
for such services.
6.12 Payment Schedule. Total cumulative payments for the design phase ARCHITECTt1RAL services
(sections 4.1 through 4.4) shall not exceed the following ceilings:
$ 20K00 -design °,% of design fee) until the Pre- desi�Yn Investigation and 'Preliminary Design Report have been
submitted to the OWNER.
10.0(9 Qt}
(50% of design fee) until the Preliminary flans and Specifications have been submitted to the
OWNER and review authorities.
S_ 1 3.000.00 (90% of design fete) until the final Plans and Specifications have been submitted to the OWNER
and review authorities.
6.1.3 General. ARCHITECT shall submit monthly statements for services rendered. The statements shall be
based upon ARCHITECT's estimate of the proportion of the total services actually completed at the time of
billing, subject to any limitations on Payments based on completion of tasks or specific retainage requirements
pursuant to the payment provisions of the Agreement.
6. 1.4 Reimbursable Expenses. Only 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 separately reimbursable. Additional Services specifically
identified under the scope of design services for payment under 6.1 are not separately reimbursable.
6.2 DIRECT LABOR COST PAYMENT FOR BASIC SERVICES AND EXPENSES OF ARCHITECT.
Construction and project documentation services performed as basic Architectural Services under sections 4.4 through 4.2
including General Administration of Construction Contract, Resident Project Representation, Project Documentation, and
Construction Testing, shall be compensated in accordance with the following:
6.11 The OWNER shall pay for Construction Phase and Project Documentation Services an amount not to
exceed except as provided under 6.2.1.2 and 6.2.4.
6.2.1.1 Costs Compensation Compensation for these services shall be based on the ARCHITECT's
Direct Labor Cost times a factor of for services rendered which shall cover Direct Labor,
Direct Labor Overhead, General & Administrative Overhead and Profit.
6.2.1.2 Notification. At any time during the construction that it becomes apparent that the
Construction Phase and Project Documentation Services rendered under this Agreement will exceed the
negotiated compensation for these services, and prior to performing services in excess of the contract
ceiling, the ARCHITECT shall give OWNER written notice thereof. Promptly thereafter OWNER and
ARCHITECT shall review the scope and progress of the project work. ARCHITECT shall obtain
written authorization from OWNER, prior to any additional costs being incurred under paragraph
6.2.1,3. If it is determined that due to a change in project scope under paragraph 5.2.1, the
ARCHITECT is entitled to additional compensation, OWNER and ARCHITECT may negotiate terms
as provided under 6.2.1.1. The amount and terms of any additional compensation under 6.2.1.1 or
6.2.1.3 shall be negotiated and agreed in writing pursuant to 9.16.
6.2.1.3 Costs Exceeding Estimated Compensation Except as allowed under 5.2.1, when the total cost
of the original scope Construction Phase and Project Documentation Services exceeds the negotiated
compensation for these services, the OWNER shall pay only for the direct costs incurred in excess of
the estimated compensation. These costs consist of an amount equal to the ARCHITECT'S Direct
Labor Cost times a factor of for services rendered which shall include Direct Labor, the
federally audited payroll Direct Labor Overhead, and General & Administrative Overhead costs, but
shall not include any allowance for profit.
6.12. Reimbursable Expenses as defined in section 7.4 of this Agreement, for Basic Services and Approved
Additional Services shall be paid to the ARCHITECT by the OWNER in the actual amount of the costs incurred
up to an amount not to exceed S which includes $ for consultants employed by the
Engineer and ,$ for all other reimbursable expenses. The estimated reimbursable expenses are
identified in Exhibit
6.2.3. Failed Test Expenses The ARCHITECT shall maintain and provide to the OWNER, a record of the
costs associated with failing quality control tests performed for the OWNER during the course of the
construction of the project and recommend an amount the OWNER deduct from the contractor(s) payments.
6.2.4 The OWNER shall pay an amount for Additional Services rendered by the ARCHITECT and approved
in writing by the OWNER on the basis of the ARCHITECT'S Direct Labor Costs times a factor of , or an
amount otherwise negotiated at the time such services are requested and approved by the OWNER.
ARTICLE 7 - MEANING OF TERMS
7.1 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.
7.2 CONs 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 by ARCHITECT, but it will not include ARCHITECT's
compensation and expenses, the cost of land, rights-of-way, or compensation for or damages to, properties unless this
Agreement so specifies, nor will it include OWNE.R'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 by others
to OWNER.
7.3 DIRECT LABOR COSTS
Direct Labor Costs used as a basis for payment mean the actual salaries and wages paid to all ENGINEER's personnel
engaged directly on the Project, including, but not limited to, engineers, 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 ENGINEER maximum billable
Direct Labor Costs are:
Principals
$
110
/hour
Project Manager
$
85
/hour
Senior Engineer
$
75
/hour
Staff Engineer
$
/hour
Senior Technicians
$
/hour
CARD Drafter
$
50
/hour
Technicians $ /hour
Construction Inspector $ /hour
Two Person Survey Crew $ /hour
Clerical $ — /hour
7A 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 Project-related items; and if authorized in advance by OWNER, 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 by special consultants employed
by ARCHITECT and authorized by 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. ENGINEER may 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 project by the OWNER. If OWNER
disputes the amount of the billing, OWNER will notify the ENGINEER 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 summary 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 by OWNER services for distinct project segments shall be accounted and
billed separately.
8.3 PAYMENT UNDER TERMINATION. In the event of termination by the OWNER upon the completion of any
phase of the Basic Services, progress payments due ARCHITECT for services rendered through such phase shall
constitute total payment for such services. In the event of such termination by OWNER during any phase of the Basic
Services, ARCHITECT also will be reimbursed for the charges of pre-approved independent professional associates and
consultants employed by ARCHITECT to render Basic Services, and paid for services rendered during that phase on the
basis of the payment provisions of the Agreement. In the event of any such termination, ARCHITECT will be paid for
unpaid pre-approved Additional Services and unpaid Reimbursable Expenses which are authorized under this agreement.
ARTICLE 9 - GENERAL CONSIDERATIONS
9.1 TERMINATION OF AGREEMENT
9.1.1 The sole right is hereby reserved to the OWNER to terminate this Engineering Agreement for any and
all causes or for its convenience at any time upon fifteen (15) days written notice to the ARCHITECT,
[E)
9.1.2 If termination for default is effected by the OWNER, an equitable adjustment in the price provided for
in this Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed
services or other work, and (2) any payment due to the ARCHITECT at the time of termination may be adjusted
to cover any additional costs to the OWNER because of the ARCHITECT's default. If termination for
convenience is effected by the OWNER, the equitable adjustment shall include a reasonable profit, as determined
by owner, for services or other work performed. The equitable adjustment for any termination shall provide for
payment to the ARCHITECT for services rendered and expenses incurred prior to the termination, in addition to
termination settlement costs reasonably incurred by the ARCHITECT relating to commitments which had
become firm prior to the termination.
9.1.3 Upon receipt of a termination action under paragraph 9.1.2, the ARCHITECT shall (1) promptly
discontinue all affected work (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 may have been accumulated by the ARCHITECT in
performing this Agreement, whether completed or in process.
9.1,4 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 documents prepared by the
ARCHITECT prior to said termination shall be delivered to and become the property of the OWNER.
9.1.5 Upon termination, the OWNER may take over the work and may award another party an Agreement to
complete the work under this Agreement.
9.1.6 OWNER'S right to terminate is in addition to any other remedies OWNER may 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 ARCHi'rECT'S respective offices at all reasonable times during the contract
period and for three years from the date of final payment..
93 EMPLOYMENT
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
any 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 frorn the award or making of this
Contract. for breach or violation of this warranty, the OWNER shall have the right to annul the Contract without liability
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 only 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 V1 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
OWNED.
9.6 S'T'ANDARD 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 by members of the same profession currently practicing under similar circumstances. If any
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 own expense, make such changes, modifications or
additions to the project which are made necessary as a result of the initial non- perfotinance or the re- performance of
services. The OWNER's rights herein are in addition to any other remedies the OWNER may have under the law.
9.7 LEGAL RELATIONS:
9.7.1 The ARCHITECT shall, consistent with the standard care, comply with those Federal, State, and Local
laws and ordinances applicable to the work to be done.
9.7.2 The ARCHITECTI" agrees to defend, indemnify and hold harmless the OWNER, 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, indemnify 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 OWNER'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
OWNER will apply to any suit, cause of action, claim, cost or obligation including, without limitation, those
alleged under the common law or pursuant to a federal or state statute or regulation including those arising in
tort, trespass, nuisance, and strict liability.
93.4 In the event the OWNER 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 %m 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 OWNER agrees to reimburse the ARCHITECT for the reasonable
attorney's fees and costs incurred in any 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 party shall defend, indemnify and hold harmless the other as
to any damages, costs or liabilities that result from or arise out of that intentional misconduct, including
reasonable attorney's fees and costs which shall include costs and salary of the city attorney or other in -house
12
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 liability arises from intentional
misconduct by the ARCHITECT. Should the OWNER 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 any 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 any required payroll deductions and providing required benefits, such as, but not limited to worker's
compensation with statutory 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 any of ARCHITECT's obligations hereunder, ARCHITECT shall secure and maintain, until the work is
completed and accepted by the OWNER, insurance coverage naming the OWNER as additional insured with minimum
insurance coverage as follows:
13
Type of Coverage
Employers' Liability:
General Liability:
Bodily Injury & Property Damage
Single and combined
General A gregate:
Excess Liabilitv Coverave (umbrella
Limits
$ 100,000. per accident
$ 1,000,000. per accident
$ 2
$1,000,000, each occurrence
Automobile:
Bodily lnlury covering all
automobiles, trucks,
tractors, trailers, or
other automotive equip-
ment whether owned or
rented by Engineer or
owned by employees of
Engineer.
$ 1,000,000 , each person
$ 1,000,000 each occurrence
Property Damage covering
all automobiles, trucks,
tractors, trailers or other
automotive equipment whether
owned or rented by Engineer
or owned by employees of
Engineer
OR
$ 100,000 each occurrence
Bodily Injury & Property $1,000,000 each occurrence
Damage Single and combined
In addition to the above insurance coverage, the ENGINEER shall secure secure and maintain, until the work is completed
and accepted by the OWNER, and without naming OWNER as an additional insured, professional error and omissions
coverage as follows:
Professional Errors & Omissions: $ 1.000,000 per claim and
aggregate each occurrence
9.9 ENDORSEMENT
The ARCHITECT shall place his endorsement on all drawings and other data furnished by him.
1
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 by OWNER or any other individual on any other project. Any 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 PUBLIC INFORMATION
The ARCHITECT shall not issue any 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 property 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 law, of any article or
material, and in the use of any method that may be developed as part of the work described and contemplated herein,
9.13 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 (1) year from the date of final payment.
Such accounting records and other evidence pertaining to the cost incurred will be made available for inspections by
OWNER.
9.14 SUCCESSORS IN INTEREST
The covenants, agreements and all statements in this Contract apply to and shall be binding on the heirs, personal
representatives, successors and assigns of the respective parties.
IN
9.15 ATTORNEY'S FEES AND COSTS
That in the event it becomes necessary for either Party of this Contract to retain an attorney to enforce any of the terms or
conditions of this Contract or to give any notice required herein, then the prevailing Party or the Party giving notice shall
be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel to include City
Attorney.
9.16 MODIFICATIONS AND AMENDMENTS
That any amendment or modification of this Contract or any 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 witness Whereof, the Parties hereto do make and execute this Agreement.
VMjtj' M"
�V'z om VA,
BY: Chris Kukulski
(City Manager)
DATE: Y�2- 8
ATTEST:
BY:_?
..........
(Ci Cle
1883
ARCHITECT
BY: JEFFREY SANDHOLM
DS
DATE: 4-1-11
11ro,
1�►:ia
SEE ATTACHED AIA B 1 DOCUMENT
17
AIA Document B105 TM -2007
Standard Form of Agreement Between Owner and Architect for a Residential or Small
Commercial Project
AGREEMENT made as of the 17th day of February in the year 2011
(In iroi indicaiie daV, ntwith aiid)
ADDITIONS AND DELETIONS:
BETWEEN the Owner:
The author of this document has
(A'aine, legal status, address and olhei- h?fi)i-wadoii)
added information needed for its
completion. The author may also
have revised the text of the original
AIA standard form. An Additions and
City of Bozeman
Deletions Report that notes added
1 R ON 'el V Al • t3 6T-Ze_,,
information as well as revisions to
Bozeman, MT 59715
the standard form text is available
from the author and should be
and the Architect:
reviewed, A vertical line in the left
( Name, legal slains, address and olhet hijbi-inatio
margin of this document indicates
where the author has added
Dowling Sandholni Architects PC
necessary information and where
2042 Stadium Dr, Suite 2
the author has added to or deleted
Bozeman, MIT 59715
from the original AIA text.
This document has important legal
for the following Project:
consequences. Consultation with an
attorney is encouraged with respect
(A'anie, location and detailed descilptioit)
to its completion or modification,
Existing Shops Remodel Project
State or local law may impose
requirements on contracts for home
improvements. If this document will
be used for Work on the Owner's
The Owner and Architect agree as follows,
residence, the Owner should consult
local authorities or an attorney to
verify requirements applicable to this
Agreement.
InIt,
AIA Document B106 —2007 (formerly 5165' — ry
1993). Copyright (9 1993 and 2007 by The American Institute of Architects. All rights reseed. WARNING: AIA" Docriment is protected by U.S. Copyright Law and IW ,rnitionif 7 'r"IIPS , UPSUHIOOMI reproduction or distrlbotj orthis AIA`" r)(,)rtTn1ent,
tai kiny portion of it, may tvs"It in severe dyfl and cdminat penlltlps, 1nd �will be prosocutwi to tire nta eytefq possible txnq 'T th I vo, This
P 9 a 1
document was produced by AIA software at 09:52:16 on 041141201 under Order No.0750320145 I which expires on 02/13/20 and is not for resale.
User Notes, (1852788342)
ARTICLE 9 ARCHITECT'S RESPONSIBILITIES
The Architect shall provide architectural services for the Project as described in this Agrecment in a mariner
consistent with locally accepted standards for professional skill and care, Tile Architect shall assist the Owner in
determining consulting services required for the Project. The Architect's services include the IbIlowing consulting
services, if any:
Morrison Maierle, Mechanical, Electrical and Plumbing Engineering Services
During the Design Phase, the Architect shall review the Owner's scope of work, budget and schedule and reach all
understanding with the Owner of the Project requirements. Based oil the approved Project requirements, the
Architect shall develop a design. Upon the Owner's approval of the design, the Architect shall prepare Construction
Doeunlents 'ind'icating requirements for construction of the Project and shall coordinate its services with any
consulting services the Owner provides. The Architect shall assist the Owner in riling documents required for the
approval of governmental authorities, in obtaining proposals and in awarding contracts for construction.
During the Construction Phase, the Architect shall act as the Owner's representative and provide administration of
the Contract between the Owner and Contractor. The extent of the Architect's authority and responsibility during
construction is described in AIA Document A 105 Standard Form of Agreement Between Owner and
Contractor for a Residential or Small Commercial Project. Generally, the Architect's services during construction
include interpreting the Contract Doclrnients, reviewing the Contractor's submittals, visiting the site„ reviewing and
certifying payments, and rejecting nonconforming Work.
ARTICLE 2 OWNER'S RESPONSIBILITIES
The Owner shall provide full information about the objectives, schedule, constraints and existing conditions of the
Project, . and shall establish a budget that includes reasonable contingencies and meets the .Project requirements. The
Owner shall provide decisions and furnish required information as expeditiously as necessary for the orderly
progress of the Project. The Architect shall be entitled to rely on the accuracy and completeness of the Owner's
information. The Owner shall furnish consulting services not provided by the Architect, but required for the Project,
such as surveying, which shall include property boundaries, topography, utilities, and wetlands information;
geotechnical engineering, and environmental testing services. The Owner shall employ a Contractor, experienced in
the type of Project to be constructed, to perform the construction Work and to provide price information.
ARTICLE 3 USE OF DOCUMENTS
Drawings, specifications and other documents prepared by trite Architect are instruments of the Architect's service
and are for the Owner's use solely with respect to this Project. The Architect shall retain all common lave, statutory
and other reserved rights, including the copyright. Upon completion of the Project or termination of this Agreement,
(lie Owner's right to use the instruments of service shall cease. When transmitting copyright- protected information
for use on the Project, the transmitting party represents that it is either the copyright owner of the information, or has
permission from the copyright owner to transmit the information for its use on the Project.
ARTICLE 4 TERMINATION, SUSPENSION OR ABANDONMENT
fit the event of termination, suspension or abandonment orthe Project by the Owner, the Architect shall be
compensated for services performed. The Owner's failure to make payments in accordance with this Agreement
shall be considered substantial nonperformance and sufficient cause for the Architect to suspend or terminate
services. Either the Architect or the Owner may terminate this Agreement after giving no less than seven days'
written notice if the Project is suspended for more than 90 days, or if tile other party substantially fails to perforrtr in
accordance with the ternis of this Agreement.
ARTICLE 5 MISCELLANEOUS PROVISIONS
This Agreement shall be governed by the law of the place where the Project is located. Terms in this Agreement
shall have the same meaning as those in AIA Document A 105 -2007, Standard Form of Agreement Between Owner
and Contractor for a Residential or Small Commercial Project. Neither party to this Agreement shall assign the
contract as a whole without written consent of the other.
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 the Architect.
Init. AIA Document B10" _ 2007 (formerly 8155 — 1993). Copyright b 1993 and 2007 by The American Institute of Archilects. All rights reserved. WArtMNO
r Dais Aft& Docuayaent fs prote tail by LL& Copyright 1. iw and rntem ational Treaties. tlnauthorired refrraadur food, or ctisa.r ksral.ion of this AIA" t3ar:r.rmertt,
of aray p ortinn of it„ nnl,y t u8t'in sna!ere rAyri and criminal ponatrlas, anct vV1 be prosecuted to the rnaxirsaurrr WrI mtt possible u"der the low. This 2
f document was produced by AIA software at 09:52:18 an 0411412011 under Order hlo,0750320145 1 which expires on 0211312012, and is not for resale.
User Notes:
(1852768382)
Tire Architect and Architect's consultants shall have no responsibility for the identification, discovery, presence,
handling, removal or' disposal of, or exposure of persons to, hazardous materials in any form at the project site.
ARTICLE 6 PAYMENTS AND COMPENSATION TO THE ARCHITECT
The Architect's Compensation shall be:
Architectural /Engineering Fee: Programming - $400, Schematic Design $5,204, Design Development $3,600,
Construction Documents $6,700, Bidding $900, Construction Administration $3,199. Total Pee $19,999.00
Warranty Inspection and as -built drawings are all additional service based on hourly rates.
The (honer shall pay the Architect an initial payment of zero ($ 0 ) as a minimum payment under this Agreement
The initial payment shall be credited to the final invoice.
The Owner shall reimburse the Architect for expenses incurred in the interest of the Project, plus 1.0 percent ( l'
Payments are due and payable upon receipt ofthe Architect's monthly invoice. Amounts unpaid thirty ( 30 ) days
after the invoice date shall bear interest front the date payment is due at the rate of Twelve percent ( 12 %)
annually , or in the absence thereof, a't the legal rate prevailing at the principal place ol'business of the Architect.
At the request of the Owner, the Architect shall provide services not included inn Article I for additional
compensation. Such services may include providing or coordinating services of consultants not identified in Article
1; revisions due to changes in the scope, duality or budget; evaluating changes in the Work and Contractors'
requests for substitutions of materials or systems; and services not completed within ( ) months of the date of this
Agreement through no fault of the Architect.
ARTICLE 7 OTHER PROVISIONS
(Insert dese iltlions,Bother serv and mo(lifeations to the le) - ins of this : tgreettmtr )
This Agreement entered into as of the day and year first written above.
OWNER AR HITECT
(,Signat tire) f,Signatttt
(1 name and litle) W itrted name and title)
r w
AIA Document BIOS 1 " —2007 (formerly 8155 —1993). Copyright 0 1993 and 2007 by The American Institute of Architects. All eights reserved'. WARr41NGC
Init. This AI A'. Dotiumerit.is protected kPV U.S. CopyOght Lave and Ill #;eYrd:tr7ebpt«0.r 7lentifes.. Irnnuthoriaed 'rerYrodtletion Or distTibuflran of this A.W Do:runrent,
or a ny portir rx of it, rAday rr„ „stilt in ss Terre ri eS snot c,rin irzril 5na'lt'Ies, and will bo prosracuf�ad tsw tlrr rrt ienttsrl e,octent paa,b aiblr� under fire law. This 3
j document was produced by AtA software at 09:52:18 on 04/1412011 render Order No.0750320145 1 which expires on 0211312012, and is not for resale
User Notes:
(1852788342)