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HomeMy WebLinkAboutE- Packet 06-11-2007_Architectural Contract for the Downtown Bozeman In_11Commission Memorandum REPORT TO Honorable Mayor and City Commission FROM James Goehrung Director of Facility Services Chris Kukulski City Manager SUBJECT Architectural Contract for the Downtown Bozeman Intermodal Facility MEETING DATE June 11 2007 BACKGROUND The Downtown Bozeman Intermodal Facility was originally a project under the oversight of the Garage at City Center The project is now back directly under the control of the City of Bozeman All of the other contracts associated with the design ofthe garage have been modified so that they are now between the consultants and the City of Bozeman A contract has been negotiated with the architect ofrecord on this project Prugh and Lenon Architects The contract includes the standard AlA Architectural contract and a 20 page addendum The addendum modifies the standard language in the contract to better address the interest and needs of the City 89 This contract that now clearly identifies the City ofBozeman as the owner begins with the tail end ofthe Construction Document Phase and includes Bidding and Construction Services The total amount of this contract is 147 250 RECOMMENDATION Authorize the City Manager to sign the Architectural Services Contract with Prugh and Lenon Architects for the construction of the Downtown Bozeman Intermodal Facility FISCAL EFFECTS The Architectural services are included in the overall project costs for the Downtown Intermodal Facility The dollar costs in the contract are not in addition to the fees already scheduled for the garage The contract will formalize the City of Bozeman as the owner and the primary decision making party on the project ALTERNATIVES As suggested by the City Commission Chris A Kukulski City Manager Attachments Contract and the Addendum Report compiled on June 1 2007 90 LETTER OF TRANSMITTAL RUGH AND mENON DATE OS24 07 JOB NO PRK ARCHITECTS PC 7Fa8t Main street Bozema MT S9715 ATTENTION James Goehrung TO James Goehrung Superintendent Facilities Lands P O Box 1230 Bozeman MT 59771 1230 RE Bozeman Intermodal Facility Bozeman Montana WE ARE SENDING YOU x Attached via USPS the following items r J Shop Drawings I Copy of Letter Plans Change Order J I Prints r x Supplemental ContractSamples COPIES DATE NO DESCRIPTION 2 OS 24 07 B141 13141 and Supplement THESE ARE TRANSMITTED as checked below x For Approval I Accepted I For Your Use Accepted As Noted As Requested r 1 Not Accepted Resubmit I For Review Comment IJ REMARKS I agreeable please sign both copies retain one copy and return one to our office Thanks Copy To flie Signed Dick Prugh Phone 406 587 1255 Fax 406 587 1819 Email dprugh@prughlenon com 91 AIA Document 8141 1997 Part 1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect s Services City of Bozeman P O Box 1230 Bozeman MT 59771 1230 ADDITIONS AND DELETIONS The author of this document has added information needed for its completion The author may also have revised the text of the original AlA standard form An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed A vertical line in the left margin of this document indicates where the author has added necessary information and where theauthor has added to or deleted from the original AlA text This document has important legal consequences Consultation with an attorney is encouraged with respect to its completion or modification TABLE OF ARTICLES 1 1 INITIAL INFORMATION 1 2 RESPONSIBILITIES OF THE PARTIES 1 3 TERMS AND CONDITIONS 1 4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1 5 COMPENSAnON AGREEMENT made as of the Twenty fourth day of May the year Two Thousand Seven In words indicate day month and year BETWEEN the Architect s client identified as the Owner Name address and other information and the Architect Name address and other injwmation Prugh Lenon Architects P C 27 East Main Street Bozeman MT 59715 For the following Project Include detailed description fProject The Bozeman Intermodal Facility See Attachment A Program as schematically shown on Drawings Al O Al l Al 2 and At Structural design will include design option for two additional floors approximately 650 cars Cornmerciallease space includes shell design only The Owner and Architect agree as follows AlADocument 8141TM 1997 Part 1 Copyright @ 1917 1926 1948 1951 1953 1958 1961 1963 1966 1967 1970 1974 1977 1987 and 1997 by The American Institute of Architects All rights reserved WARNING This AlADocumentisprotected by US Copyright Law and International Treaties Unauthorized reproduction or distribution of this AlADocument orany portion of it may result in severe ciVil and criminal penallles and will be prosecuted to themaximum extent possible underthe law This documentwas produced by AlAsoftware at 13 46 34 on OS 24 2007 under Order No 1000263548 1 which expires on 10 11 2007 and is notfor resale User Notes 2592037188 1Init 92 ARTICLE 1 1 INITIAL INFORMATION 1 1 1 This Agreement is based on the following information and assumptions Note the disposition for the jbllowing items by inserting the requested information or a statement such as not applicable unknown at time ofe xecution or to be determined later by mutual agreement 112 PROJECT PARAMETERS 1 1 2 1 The objective or use is Identify or describe if appropriate proposed use orRoals Automobile parking garage with incorporated lease space 1 1 2 2 The physical parameters arc Identify or describe if appropriate size location dimensions or other pertinent information such as geotechnical reports ahout the site 112 block in downtown Bozeman between Black Avenue and Tracy Avenue and Mendenhall streets and the alley 112 3 The Owner s Program is Identify documentation or state the manner in which the program will be developed The program is schematically drawn in Attacment A 1 12 4 The legal parameters are Identify peninent legal information indudinK if appropriate land surveys and legal descriptions and restrictions of the site City of Bozeman Tracy s Second Addition Lots 16 24 Parcel C Amended Plat of Original Plat C l F City of Bozeman Tracy s Second Addition Lots 13 15 112 5 The financial parameters are as follows 1 Amount lfthe Owner s overall budget for the Project including the Architect s compensation is unknown at time of execution of this Agreement 2 Amount of the Owner s budget for the Cost of the Work excluding the Architect s compensation is unknown at time of execution of this Agreement 1 1 2 6 The time parameters are Identify if appropriate milestone dares durations orfast track scheduling 1 July 2008 Base Bid 1 Sept 2008 Alternate 1 Assumes Construction Contract June 2007 1 1 27 The proposed procurement or delivery method for the Project is Identify method such as competitive bid negotiated contract or construction management General Contractor at risk Competitive Bid 1 1 2 8 Other parameters are Init AlADoeument 8141n 1997 Part 1 Copyright @ 1917 1926 1948 1951 1953 1958 1961 1963 1966 1967 1970 974 1977 1987 and 1997 by The American Institute of Architects All rights reserved WARNING This AlA Document Is protected by U S Copyright Law and International Treaties Unauthorized reproductionor distribution of this AlA Doeument or any portion 01 it may result in severe civil and criminal penalties and will be prosecuted to the maximum extent possible under the law This document was produced by AlA software at 13 34 51 on OS 24 2007 under Order No 1000263548 which expires on 10 11 2007 and isnot for resale User Notes 2758155990 2 93 Identify special characteristics or needs fthe Project such as energy environmental orhistoric preservationrequirements 1 1 3 PROJECT TEAM 1 1 3 1 The Owner s Designated Representative is List name address and other information See Supplementary B141 Form 1 1 3 2 The persons or entities in addition to the Owner s Designated Representative who are required to reviewtheArchitectssubmittalstotheOwnerare List name address and other information The City of Bozeman P O Box 1230 Bozeman MT 59771 1230 1 1 3 3 The Owner s other consultants and contractors are List discipline and if known identify them by name and address Morrison Maierle CiviVSoiIs Engineer P O Box 1113 Bozeman MT 59771 Graelic Parking Garage Design 5430 S 32Dd St West Billings MT 59108 Marvin Associates Traffic Study1260S3ZndStWestBillingsMT59108 1 1 3 4 The Architect s Designated Representative is List name address and other information Dick Prugh Jamie Lenon Prugh Lenon Architects P C 27 East Main Street Bozeman MT 59715 1 1 3 5 The consultants retained at the Architect s expense are List discipline and ifknown identify them by name and address Bronec Associates Inc mechanical engineering2504WestMainStreetBozemanMT59718 Van Dyken Engineering Electrical Engineering37SpanishPeakDriveBozemanMT59718 DCI Engineers Structural Engineering601WRiversideAveSuite600Spokane WA 99201 1 14 Other important initial information is AlA Doeument B141TM 1997 Part 1 Copyright @ 1917 1926 1948 1951 1953 1958 1961 1963 1966 1967 1970 1974 1977 1987 and 1997 by TheAmericanInstituteofArchitectsAllrightsreservedWARNINGThisAlADocumentisprotectedbyUSCopyrightLawandInternationalTreatiesUnauthorizedreproductionordistributionofthisAlADocumentoranyportionofitmayresultInsevereeivilanderiminalpenaltiesandwillbeprosecutedtothemaximumextentpossibleunderthelawThisdocumentwasproducedbyAlAsoftwareat133451onOS242007underOrderNo10002635481whichexpireson10112007andisnotforresaleUserNotes2758155990 3 Init 94 This Agreement entered into as of the day and year first written above Signature Ignature Z cfI IZJ Zffl Printed name and title JA137 rlYr OWNER Printed name and title AlA Document B14pM 1997 Part 1 Copyright @ 1917 1926 1948 1951 1953 1958 1961 1963 1966 1967 1970 1974 1977 1987 and 1997 by The American Institute of Architects All rights reserved WARNING This AlA Document is protected by U S Copyright law and International Treaties Unauthorized reproduction or distribution of this AlADocument orany portion of it may result in severe civil and criminal penalties and will be prosecuted to the maximum extent possible underthe law This documentwas produced by AlA software at 13 34 51 on OS 24 2007 underOrder No 1000263548 1 which expires on 10 11 2007 and is not forresale User Notes 2758155990 11Init 95 18 Construction ManaQement 19 Start up Assistance 20 Record Drawings 21 Post Contract Evaluation 22 Tenant Related Services 23 24 25 Description of Services Insert descriptions of the services designated ARTICLE 2 9 MODIFICATIONS 2 9 1 Modifications to this Standard Form of Architect s Services Design and Comract Administration if any are as follows By its execution this Standard Form of Architect s Services Design and Contract Administration and modificationsheretoareincorporatedIntotheStandardFormofAgreementBetweentheOwnerandArchitectAlADocumentB1411997thatwasenteredintobythepartiesasofthedatelOWNERIf Signature 1214 I EVPrintednameandtitle AlA Doeument 8141 1997 Part 2 Copyright @1917 1926 1948 1951 1953 1958 1961 1963 1966 1967 1970 1974 1977 1987 and 1997 by TheAmerieanInstituteotArchitectsAllrightsreservedWARNINGThisAlADocumentisprotectedbyUSCopyrightLawandInternationalTreatiesUnauthorizedreproductionordistributionofthisAlADocumentoranyportionofitmayresultinseverecivilandcriminalpenaltiesandwillbeprosecutedtothemaximumextentpossibleunderthelawThisdocumentwasproducedbyAlAsoftwareat133908onOS242007underOrderNo10002635481whichexpireson10112007andisnotforresaleUserNotes2700109586 9 In It 96 AlA DOCUMENT B141 15th EDITION 1997 SUPPLEMENTARY FORM Prugh and Lenon Architects Downtown Bozeman Intcrmodal Facility April 16 2007 Standard 1orm The Standard Form ofAgreement Be ween Owner and Architec with Standard Form of Architect s Services Design and Contract Administration AlA Document B141 15th Edition 997 Articles 1 through 2 inclusive is part of this Supplementary Form and is incorporated by reference as if fully set forth herein For brevity the Standard Form ofAgreement Between Owner and Architect with Standard Form ofArchitect s Services Design and Contract Administration AIA Document B 141 15th Edition 1997 is also referred to as the Agreement The following Supplementary Form modifies change delete from and add to the Agreement Where any portion of the Agreement is modified or deleted or any paragraph subparagraph or clause thereofis modified or deleted by this Supplementary Form the unaltered provisions ofthe Agreement shall remain in effect 1 1 1 1 1 Insert the following in the space provided after Paragraph 1 1 1 For the purposes ofthis Agreement the Standard Form Agreement Between Owner and Architect and the Standard Form ofArchitect s Services Design and Contract Administration AlA Document B141 15th Edition 1997 shall be construed as one merged document and are considered Contract Documents as defined in the General Conditions ofthe Contract for Construction AlA Document A201 151h Edition 1997 and the Supplementary Conditions to AlA Document A201 15th Edition 1997 1 1 2 1 12 1 Insert the following in the space provided after Subparagraph 1 1 2 1 Design an irttermodal facility which includes a parking garage with incorporated bus transfer facility and pedestrian shelter lease commercial retail space and related site improvements The parking garage will consist ofapproximately 159 900 square feet and 10 070 ofcommercial space The design guidelines for Phase I include parking to accommodate 102 basement parking spaces 67 grade level spaces 100 spaces on the second level 66 spaces on the thirdleveI Phase n will add an additional 100 spaces City ofBozeman Page 1 of 20 97 11 2 2 Insert the following in the space provided after Suhparagraph 1 1 2 2 The Intermodal Facility shall be located on the halfacre block in downtown Bozeman between North Black and North Tracy Avenues and the alley and East Mendenhall Street 1 1 2 3 Insert the following in the space provided after Subparagraph 1 1 2 3 The Owner s Program shall be developed by the Architect pursuant to a separate agreement with the Owner 11 2 7 Insert the following in the space provided after Subparagraph 1 12 7 It is the Owner s intent to competitively bid both Phase I and Phase II for construction The Project will be hid and constructed using the services of a Construction Manager Contractor at Risk pursuant to a separate agreement with the Owner Due to the fact that federal funding has been secured for the project all bidding will he done in compliance with federal bidding requirements 1 13 1 1 3 1 The Owner s Construction Representative shall be James Goehrung Director ofFacility Services City ofBozeman P O Box 1230 Bozeman MT 59771 Telephone 406 582 3232 Fax 406 582 3201 jgoehrung @ Bozeman net 1 1 3 2 City ofBozeman Parking Commission Chris Pope chairman 1 1 5 Replace Paragraph 1 1 5 in its entirety with the following 1 1 5 When the services under this Agreement include the administration ofthe Contract for Construction between the Owner and the Contractor the General Conditions ofthe Contract for Construction referenced in this Agreement shall be the General Conditions ofthe Contract for Construction ALA Document A201 15th Edition 1997 and the Supplementary Conditions to AlA Document A201 15th Edition 1997 Modifications made by inclusion ofthe Supplementary Conditions to ALA Document A201 15th Edition 1997 shall be subject to the provisions in subparagraph 2 6 1 1 herein 1 2 2 Replace Subparagraph 12 2 2 in its entirety with the following 1 2 2 2 The Owner shall inform the Architect in writing ofchanges in the Fixed Limit in the Cost of the Work The Owner shall not significantly increase or decrease the overall budget the portion of the budget allocated for the Cost ofthe Work or contingencies included in the overall City ofBozeman Page 2 of20 98 budget or a portion of the budget without the agreement of the Architect to a corresponding change in the Project scope and quality Add the following at the end of Subparagraph 1 2 24 and approved by the owner in advance Add the following at the end of Subparagraph 1 2 2 5 However to the extent that testing or surveying services are necessary as a result of errors omissions or inconsistencies in the Contract Documents or in the performance ofservices by the Architect the Architect shall engage such providers and pay the cost thereof Where such remedial services are performed by providers already engaged by the Owner any fees paid to the provider by the Owner for such services shall be deducted from the first Basic Fees subsequently due to the Architect Add the following new Subparagraphs to Paragraph 1 2 2 12 2 8 The Owner shall fumish surveys describing physical characteristics legal limitations and utility locations for the site ofthe Project and a written legal description of the site when available The surveys and legal information sha1l include as applicable grades and lines of streets al1eys pavements and adjoining property and structures adjacent drainage wetland delineations right of ways restrictions easements encroachments zoning deed restrictions boundaries and contours of the site locations dimensions and necessary data pertaining to existing buildings other improvements and trees and information conceming available utility services and lines both public and private above and below grade including inverts and depths All the information on the survey shall be referenced to a project benchmark 12 2 10 The Owner shall provide the Architect copies ofthe draft versions and fully executed versions ofthe General Conditions of the Contract for Construction AIA Document A201 15th Edition 1997 and the Supplementary Conditions to AlA Document A201 15th Edition 1997 1 2 3 1 23 1 Add the following at the end of Subparagraph 1 2 3 1 The Architect as defined in this Agreement includes the Architect s employees consultants agents and subcontractors Replace Subparagraph 1 2 3 5 in its entirety with the following 1 23 5 The Architect shal1 not engage in any activity or accept any employment interest or contribution which could create an appearance of a conflict ofinterest or risk ofcompromise of the Architect s professional judgment except upon the Owner s written consent after fun City of Bozeman Page 3 of20 99 disclosure by the Architect of all relevant facts Replace Subparagraph 1 2 3 6 in its entirety with the following 1 2 3 6 The Architect intends that its designs documents and services shall conform to applicable federal state and local statutes ordinances and regulations governing the Project and the Work The Architect agrees and acknowledges that this duty is non delegable and the Architect by signing drawings or preparing drawings to submit for purposes of building permits certifies that it has taken every reasonable measure to ascertain the codes that are applicable to the Project Nothing in this Agreement shall be construed to eliminate the Architect s responsibility for compliance ofits designs its documents and its services provided with local state and federal statutes and regulations including but not limited to those that relate to hazardous materials relating to new constmction on the Project the intent ofthe Americans with Disabilities Act and current building code requirements Add the following new Subparagraphs to Paragraph 1 23 1 23 8 The Architect agrees with the Owner to furnish services that are consistent with professional skill and care that is standard in the profession of architecture and to cooperate with the Owner in furthering the Owner s best interests 1 2 3 9 The Architect is engaged hereunder as an independent contractor and the Architect shall have no right or authority to enter into any binding commitments agreements or contracts on the Owner s behalfwithout the Owner s prior express written consent 1 23 10 The Architect agrees to pay any damages incurred by the Owner resulting from the negligent acts ofthe Architect and or negligent errors or omissions in Constmction Documents prepared by the Architect 1 23 11 The Architect s obligations pursuant to Subparagraph 1 2 3 10 are in addition to and not in lieu ofother remedies available to the Owner 12 3 12 The Architect shall furnish the Owner proof that the engineers listed in subparagraph 1 13 5 are currently registered as professional engineers in the State ofMontana and shall acknowledge and represent to the Owner that they do not have a connection with the sale of any equipment ormaterial such as might be used in connection with the Project and shall show that they are not currently engaged or interested in any business which may cause a preference for specific products or services connected with the Project Any of said engineers may be employees ofor partners with the Architect If during the course of the Project the engineers listed in Subparagraph 1 13 5 arc replaced with other engineers such replacement must be approved in writing by the Owner Failure of the Owner to object to any engineer shall not in any manner release the Architect ofany responsibility for such engineer services 1 23 13 The Architect shall visit md familiarize himself with the Project Site and its City ofBozeman Page 4 0120 100 sunounding areas The Architect is responsible for appraising itself ofthe codes regulations laws and ordinances affecting the Projecting including without limitation local county state and federal codes regulations laws and ordinances 13 1 Replace Subparagraph 1 3 1 2 in its entirety with the following 1 3 12 The Cost ofthc Work shall include the cost at cunent market rates oflabor and materials fumished by the Owner and equipment designed specified selected or specially provided for by the Architect After bidding the Cost ofthe Work shall be equal to the amount ofthe Constmction Contract with the hired Contractor pursuant to the General Conditions ofthe Contract for Construction AIA Document A201 15th Edition 1997 and the Supplementary Conditions to AlA Document A201 15th Edition 1997 In addition a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work 13 3 13 3 1 After the first sentence ofSubparagraph 1 3 3 1 replace the remainder of Subparagraph 1 3 3 1 with the following The Architect shall notify the Owner in writing upon the Architect s determination that Changes in Services are needed and justified The Architect shall indicate in that notice a the scope of the change b the reason for the change c the estimated financial and schedule impacts ofthe change and d a definitive statement of fees due the Architect for professional services and expenses related to such change Owner agrees to pay for all changes in services approved by Owner however in addition to any other remedies available to the Owner under this Agreement or under law to the degree that the change was the result ofan error or omission in the Contract Documents orwas otherwise avoidable by full perfonnance by the Architect the professional services required to implement the change shall be performed by the Architect and the Architect s Consultants at no cost to the Owner 13 3 2 Replace Subparagraph 1 3 3 2 in its entirety with the following Except as otherwise limited herein if circumstances that are not addressed in this Agreement or that are not reasonably within the scope ofthis Agreement result in a material increase in the scope ofthe Architect s services the Architect shall be entitled to a reasonable and appropriate adjustment in schedule and compensation The Architect shall not be compensated for services related to mediation or litigation in which the Architect is a party Should the Architect believe that a change justifies adjustment of the schedule governing the Architect s performance or compensation or any other material adjustment in the Architect s services the Architect shall give advance written notice ofthe change to the Owner immediately upon the event giving rise to the alleged adjustment Notice shall include a description and cause of the event giving rise to City of Bozeman Page 5 of 20 101 the requested adjustment the amount ofthe adjustment the impact on the schedule of the Architect s perfonnance of it and substantiation for amounts or time claimed No adjustment in the Architect s scope ofservices shall be initiated prior to receipt ofthe Owner s written approval of said scope of services 1 34 134 1 Second sentence strike to arbitration or 1 34 3 Replace the second sentence of Subparagraph 1 34 3 with the following Any mediation commenced pursuant to Subparagraph 1 34 shall occur in Gallatin County Montana 13 44 Replace the third sentence with In such event mediation shall proceed in advance of legal or equitable proceedings which shall be stayed pending mediation for a period of 60 days from the date of filing unless stayed for a longer period by ahTeement or the parties by court order 1 3 5 1 3 5 1 Delete Subparagraph 1 3 5 1 in its entirety 1 35 2 Delete Subparagraph 1 3 52 in its entirety 13 53 Delete Subparagraph 1 3 5 3 in its entirety 13 54 Delete Subparagraph 1 3 54 in its entirety 1 35 5 Delete Subparagraph 1 3 5 5 in its entirety 13 6 1 3 6 Delete Paragraph 13 6 in its entirety 13 7 13 7 1 Replace the words the law ofthe principal place ofbusiness ofthe Architect unless otherwise provide in Paragraph 14 2 in Subparagraph 1 3 7 1 with the law ofthe State of Montana 13 7 2 Replace current as ofthe date ofthis Agreement with the following 15th Edition 1997 and the Supplementary Conditions to the Contract for Construction AIA Document A20l 15th edition 1997 City of Bozeman Page 6 of20 102 Replace Subparagraph 1 3 7 3 in its entirety with the following 1 3 7 3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes oflimitations shall be governed by Montana Law 1 3 74 Delete Subparagraph 1 3 74 in its entirety 13 7 6 Add the following at the end of Subparagraph 1 3 7 6 unless the toxic materials or substances were brought to the Project site pursuant to the terms of the Contract Documents Should the Architect become aware of the presence ofhazardous materials or toxic substances on the Project site the Architect shall as soon as feasibly possible report the presence to the Owner in writing The Architect shall include in the Contract Documents a requirement that the Contractor certify that the completed Work does not contain any hazardous materials or restricted toxic substances The Owner shall approve the language contained in this requirement prior to issuing the Contract Documents for bidding as required pursuant to Subparagraph 24 46 Inclusion ofthis requirement shall be the Architect s only obligation related to hazardous materials or toxic substances 13 7 7 Add the following in the first sentence ofSubparagraph 1 3 7 7 after the words The Architect after receiving the Owner s written consent which shall not be umeasonably withheld Add the following new Subparagraph 1 3 710 to Paragraph 1 3 7 13 7 10 The Architect represents that it is financially solvent able to pay its debts as they mature and possesses sufficient working capital to complete the Services and perform its obligations under this Agreement and under the Contract Documents The Architect further acknowledges and represents that the Owner is relying on the Architect s represcntation that it possesses sufficient skill knowledge experience and ability to fully perform the Services and its obligations under this Agrecment The Architect shall assign a team ofprofessionals as designated in SubparatTaph 1 1 3 5 the Project Team to perform designated tasks The Architect shall not make substantial changes to the Project Teanl without the approval ofthe Owner 1 3 8 Replace Subparagraph 1 3 8 1 in its entirety with the following 1 3 8 1 lfthe Owncr fails to make payment to the Architect in accordance with this Agreement such failure shall be considered nonperfoffilance and cause for tennination or suspension of perfonnance of services at the Owner s option under this Agreement The Architect shall give City of Bozeman Page 7 of20 103 the Owner twenty one 21 days written notice ofthe Architect s intention to tenllinate or suspend provision of services This notice shall specify detailed grounds for the intended tenllination or suspension In the event of suspension ofservices the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services Before resuming services the Architect shall be paid all sums due prior to the suspension and the time schedules shall be equitably adjusted However if the Architect wrongfully tem1inates this Agreement or suspends Architect s services the Architect shall be liable to Owner for all damages resulting from said wrongful termination or suspension of serVIces Replace Subparagraph 1 3 8 2 in its entirety with the following 1 3 8 2 Unless otherwise noted herein or in the Project Schedule most recently approved by the Owner if the Project is suspended by the Owner for more than thirty five 35 consecutive days the Architect shall be compensated for services performed prior to notice ofsuch suspension The Owner shall provide the Architect seven 7 days written notice prior to re commencing the Project 1 3 83 Replace the words seven clays written notice with the words twenty one 21 days written notice Replace Subparagraph 1 3 84 in its entirety with the following 13 84 This Agreement may be terminated by the Owner upon not less than twenty one 21 days written notice should the Architect fail to perform his obligations under this Agreement when that failure is not solely the result ofthe failure ofthe Owner to perform his obligations under this Agreement This notice shall specify detailed grounds for the intended termination 1 3 8 7 Insert the words due immediately prior to the termination between services and of Delete the words plus an amount for the Architect s anticipated profit on the value of the services not performed by the Architect 1 3 9 Replace Subparagraph 1 3 91 in its entirety with the following 1 3 9 1 Unless noted otherwise in this Agreement the Owner shall pay the Architect for services properly rendered and for reimbursable expenses within 35 days after the Owner s receipt of a monthly invoice in the form approved by the Owner No deductions shall bc made from the Architect s compensation on account ofpenalty liquidated damages or other sums withheld from payments to contractors or on account of the cost ofchanges in the Work other than those for which the Architect has been adjudged to be liable 1 3 9 2 1 Delete Subparagraph 1 3 9 2 1 in its entirety City ofBozeman Page 8 of20 104 13 9 2 2 Delete Subparagraph 1 3 9 2 2 in its entirety 1 3 9 24 Delete Subparagraph 1 3 9 24 in its entirety 13 9 25 Delete Subparagraph 1 3 9 2 5 in its entirety 13 9 2 6 Add at the end ofthe paragraph provided proper documentation is presented to the Owner and no mark up or added charges are passed along to the Owner for these coverage requirements and that any requested coverage is in addition to coverage that is nom1ally reasonable and prudent for a professional architect to maintain 13 9 2 8 Delete Subparagraph 1 3 9 2 8 in its entirety 13 9 3 Delete the words mutually convenient times from Subparagraph 1 3 9 3 and replace with the words the Owner s request Add the following at the end of Subparagraph 1 3 9 3 The Architect hereby waives all rights to payment by the Owner for otherwise reimbursable expenses when a the expense was incurred more than one hundred eighty 180 days before the date on which the Owner receives the first invoice from the Architect requesting payment for that expense b the first invoice for that expense is not accompanied by detailed credible and legible documentation indicating that project related nature ofthe expense or c that evidence is produced in a fonn that is inconsistent with the form ofthe invoice 141 1 4 1 1 Add the words and Supplementary Form to AlA Document B141 15th Edition 1997 at the end of Subparagraph 14 1 1 1 4 1 2 Add the words and Supplementary Form to AlA Document B 141 15th Edition 1997 after the words Document B 141 1997 in Subparagraph 14 1 2 Delete or as follows in Subparagraph 14 1 2 and replace with the following and Section 4 of the General Conditions of the Contract for Construction AlA Document A201 15th Edition 1997 and Supplementary Conditions to AlA Document AlOI 15th Edition 1997 14 2 Insert after the words as follows in Paragraph 14 2 the following new Subparagraphs 1 4 2 1 The Architect agrees to maintain the following insurance coverage during the tenn of this agreement 1 Professional Liability Insurance with limits ofat least 1 000 000 00 per claim and 2 000 000 00 aggregate City of Bozeman Page 9 of 20 105 The Owner understands that the Architect s professional liability policy is an expense within limits policy and that the applicable policy limit is reduced by attorney s fees and costs incurred in defense of a claim This policy shall remain in efIect at least through the warranty period but in no case for less than twelve 12 months aiter the date ofissuance of the final Certificate of Payment by the Architect 2 Commercial General Liability Insurance with limits ofat least 1 000 000 00 per occurrence and 2 000 000 00 aggregate 3 A Worker s Compensation Policy that complies with applicable Montana law Upon execution ofthis Agreement the Architect will provide to the Owner Certificates of Insurance or other evidence demonstrating that the Architect has obtained the insurance coverage required hy this section 14 2 2 The Architect agrees to indemniiy and hold hannless the Owner against all damages liabilities or costs including reasonable attorney s fees to the extent caused by the Architect s negligent performance of professional services under this Agreement The Owner agrees to indemnify and hold harmless the Architect against all damages liabilities or costs including reasonable attorney s fees to the extent cause by the Owner s negligent acts in connection with the Project Neither the Owner nor the Architect shall be obligated to indemnify the other party for the other party s own negligence 1 5 1 5 1 Insert after the words as follows in Paragraph 15 1 the following Start Up Revise Documents City Consult Coordination Bidding Phase Constmction Phase 12 000 00 39 000 00 24 060 00 72 190 00 TOTAL 147 250 00 1 5 2 Replace Paragraph 1 5 2 in its entirety with the following City of Bozeman Page 10 of20 106 15 2 Where the Owner has approved Changes in Services request in writing by the Architect under Subparagraph 1 3 3 1 and in the absence of a written agreement between the Owner and Architect stating otherwise the Architect shall be compensated based upon the Architect s hourly rate schedule and schedule ofother services which is attached hereto and incorporated herein as Exhibit A 1 53 Insert the allowing in the space provided in Subparagraph 1 5 3 One and One Tenth 1 1 1 54 Insert the following in the space provided in Subparagraph 1 53 Zero 0 1 5 6 Delete Paragraph 1 5 6 in its entirety 15 7 Delete Paragraph 1 5 7 in its entirety Replace Paragraph 1 5 8 in its entirety with the following 15 8 The Architect shall issue monthly invoices on or about the same day each month The Owner shall pay amounts properly due not more than thirty five 35 days after the date ofthe Owner s receipt of an invoice for those amounts The Architect shall submit with each invoice a current itemized statement ofamounts invoiced amounts received reimbursable expenses invoiced and received and all other funds sought from the Owner and received by the Architect All invoices shall be sequentially numbered Where the Owner specifies payment to cover a certain invoice or portion of an invoice the Arcbitect shall apply the payment to the account as specified and shall so indicate that application on subsequent monthly statements Replace Paragraph 1 5 9 in its entirety with the following 15 9 lfthe services covered by this Agreement have not been completed within twenty four 24 months of tbe date hereof through no fault ofthe Architect extension ofthc Architect s services beyond that time shall be compensated as provided in Paragraph 1 5 2 2 1 75 Ifthe Fixed Limit ofthe Cost ofthe Work is exceeded by the lowest responsible bidder the Owner shall 1 give written approval ofan increase in the Fixed Limit ofthe Cost ofthe Work 2 authorize rebidding ofthe Project within a reasonable time 3 terminate the Project in accordance with Paragraph 1 3 8 5 or City ofBozeman Page 11 of20 107 4 cooperate in revising the Project scope and quality as required to reduce the Cost of the Work 5 accept or reject any alternates or phases ofthe project in order to stay within the fixed cost limit and the architect will assist the owner in any related negotiations Replace Subparagraph 2 1 7 6 in its entirety with the following 2 17 6 If the Owner chooses to proceed under Sub Subparagraph 2 17 54 the Architect will cooperate with the Owner Contractor and shall modify the Contract Documents for which the Architect is responsible under this Agreement as necessary for the purpose ofre bidding the Project or portions ofthe project to comply with the Fixed Limit ofthe Cost of the Work The modification ofsuch documents shall be the limit ofthe Architect s responsibility under this Paragraph 2 1 7 The Architect s and Consultants fee for this work shall be agreed to by the Owner Add the following new Subparagraph to Paragraph 2 1 7 2 1 7 7 Should construction ofthe Project not be commenced by the Owner the Architect shall be entitled to compensation in accordance with this Agreement for all services performed as of the date Architect receives written notice that the Project shall not be commenced 2 2 Replace Subparagraph 22 1 1 in its entirety with the following 2 2 1 1 The Architect and the Owner have agreed to create a program pursuant to a separate agreement 2 2 1 2 Delete Subparagraph 22 1 2 in its entirety 2 2 1 3 Delete Subparagraph 22 1 3 in its entirety 24 Add the following new Subparagraphs to Paragraph 24 24 1 1 The Architect s design services shall also include consultants specified in Subparagraph 1 13 5 24 1 2 Additional consultants may be added to the Architect s services as a Change of Services when such services are reasonably required by the scope ofthe Project Either the Owner or the Architect may request the addition of consultants The scope ofservice of such consultants and the compensation for consultants services will be determined by the Architect and proposed to the Owner in writing No additional consulting services will be provided City ofBozeman Page 12 of20 108 without first receiving written approval of the proposed scope compensation and agreement to pay for such services from the Owner Replace Subparagraph 2 54 3 in its entirety with the following 2 54 3 The Architect shall distribute the bidding documents to prospective bidders and request return of the documents upon completion of the bidding process The Architect shall maintain a log of distribution and retrieval The Owner shall pay all costs associated with the distribution of the bidding documents as a reimbursable expense 25 44 Add the following to the end ofSubparagraph 2 54 4 following receipt of the Owner s written approval for all substitutions Add the following new Subparagraph to Subparagraph 2 54 25 4 8 Any revisions or corrections after the Construction Documents have been released to bidders shall only be made by addenda after written approval has been obtained from the Owner Previous acceptance of the Constmction Documents will not limit the Owner s right to request the revisions andor corrections after the Construction Documents have been released to the bidders but shall entitle the Architect to submit a claim for additional compensation to the extent extra services are required thereby at no fault ofthe Architect Any revisions or corrections inconsistent with previous approvals by the Owner shall be accomplished by the Architect but shall entitle the Architect to submit a claim for additional compensation 25 5 2 5 5 Delete Paragraph 2 5 5 in its entirety 25 5 1 Delete Subparagraph 2 5 5 1 in its entirety 25 5 2 Delete Subparagraph 2 5 5 2 in its entirety 25 5 3 Delete Subparagraph 2 5 5 3 in its entirety 2 5 54 Delete Subparagraph 2 5 54 in its entirety 2 5 5 5 Delete Subparagraph 2 5 5 5 in its entirety 2 6 1 2 6 1 1 Replace the words current as ofthe date ofthis Agreement in Subparagraph 2 6 1 1 with the words 15th Edition 1997 Add the words and the Supplementary Conditions to AlA Document A201 15th Edition 1997 to the end of the first sentence ofSubparagraph 2 6 1 1 City of Bozeman Page 13 of20 109 Replace the last sentence of Subparagraph 2 6 1 with the following Modifications made to the General Conditions and herein referred to as Supplementary Conditions shall be enforceable under this Agreement to the extent that those modifications are consistent with this Agreement or approved in writing by the Architect The Architect shall not incorporate temlS in the Contract Documents including the General Conditions for Construction AIA Document A201 lSth Edition 997 that are inconsistent with this Agreement unless after full written disclosure by the Architect to the Owner ofthe nature scope and impact ofany inconsistency or lack ofcoordination such change is nonetheless demanded by the Owner in writing The Architect shall perform all duties and obligations that arc specifically assigned to the Architect in the General and Supplementary Conditions for Construction AIA Document A201 ISth Edition 1997 unless such duties or obligations on the part ofthe Architect are expressly waived in this Agreement Where in that absence of express Owner authorization the Architect has incorporated terms inconsistent with this Agreement in the Contract Documents the Owner may elect at the time when the need for such election or probable consequences of such an election become known to the Owner which terms will bind the Architect Upon the Owner discovering the incorporation ofinconsistent terms the Owner shall as soon as feasibly possible provide the Architect written notice of the inconsistent terms and which terms the Owner elects to bind the Architect The Architect shall be responsible for full performance under those terms at no additional cost to the Owner The Architect shall also be liable for the breach of that performance and any incidental or consequential damages incurred by the Owner as a result of the Architect s incorporation of inconsistent or uncoordinated temlS Modifications to the AlA Document A20 I are contained in the Supplementary Conditions to AIA Document A201 that are adopted as part ofthe Contract Documents 2 6 12 Delete all words after terminates in Subparagraph 2 6 12 and replace with after completion of the cleven 1 month inspection and submittal report as required in Subparagraph 2 6 6 S 2 6 14 Replace the words with consent of the Contractor which consent will not be unreasonably withheld in Subparabfaph 2 6 14 with the words and notice to the Contractor 2 6 15 Add the following to the end of Subparagraph 2 6 1 S The Architect shall include in the Contract Documents a requirement that the Contractor issue a number in a single consecutive series to each Request for Information hereinafter RFI prepared by the Contractor Subcontractors the Owner or others before submittal of the RFI to the Architect The Architect shall refer to that RFI by number in all subsequent correspondence Change Orders Change Directives reports etc related to that RFI or its resolution The Architect shall simultaneously issue a written responsive answer to the Contractor and the Owner for each RFl in writing with the promptness necessary to avoid unnecessary delay or cost 2 6 1 7 Delete the words Owner and in the first sentence of Subparagraph 2 6 1 7 City ofBozeman Page 40 20 110 2 6 2 Replace Subparagraph 2 6 2 1 in its entirety with the following 2 6 2 1 The Architect shall endeavor by providing on site observation and evaluation to protect and safeguard the Owner against defects and deficiencies in the Work performed and materials provided by the Contractor or Subcontractors and against non compliance by the Contractor or Subcontractors with the terms ofthe Contract Documents but the Architect does not guarantee the performance ofthe Contract or subcontracts The Architect shall also exercise due diligence in detennining in general if the Work as it progresses will when completed be in conformance with the Construction Documents The Architect will exercise the care and diligence necessary to discover and promptly report to the Owner the defects or deficiencies in the Work of the Contractor or any of his Subcontractors or their agents or employees The Architect a senior member ofthe Architect s staff or a competent inspector especially employed by the Architect and approved by the Owner shall visit the Project site not less than twice per week for a period ofnot less than one 1 hour per visit nor less than four 4 total hours per five 5 day work week while active construction of the Project is in progress and shall furnish to the Owner a copy ofa report on the progress ofthe construction and the condition on the Project site every week Except in cases ofemergency the Architect shall not authorize nor direct any stoppage removal ofWork in place or order substantive changes in Work affecting the Contract Sum or the Contract Time without prior written approval by the Owner The Architect shall specifically provide and be responsible for the following services 1 Observe hearing surface ofexcavation prior to placing ofconcrete 2 Observe significant reinforcing steel after installation and before concrete is placed 3 Observe placing of stmctural concrete 4 Review significant laboratory results 5 Observe significant stmctural systems after erection and prior to its being covered or enclosed 6 Observe significant mechanical and electrical work following its installation and prior to its being covered or closed 7 Observe exposed surfaces for general compliance with the Construction Documents Written records and reports ofall inspections shall be delivered to the Owner every two weeks for the previous two week period Should the quality ofthe workmanship or circumstances be City of Bozeman Page 15 01 20 111 such that the performance of the Contract Documents can not be caITied out the Owner shall be immediately notified in writing The Architect shall neither have control over or charge of nor be responsible for the constnlction means methods teclmiques sequences or procedures or for safety precautions and programs in connection with the Work since these are solely the Contractor s rights and responsibilities under the Contract Documents 2 6 2 2 The Architect shall report to the Owner known deviations from the Contract Documents and rom the most recent construction schedule submitted by the Contractor Upon the Architect discovering any defects or deficiencies in the Work o the Contractor the Architect shall infoffil the Owner of said defects and deficiencies and shall report any non confonl1ance or deviation to the Owner promptly in writing The Architect shall be responsible for any errors or omissions in the Project plans and specifications Such responsibility shall include prompt correction at Architect s expense ofany such errors or omissions However the Architect shall not be responsible for the Contractor s failure to perform the Work in accordance with the requirements ofthe Contract Documents The Architect shall be responsible for the Architect s negligent acts or omissions but shall not have control over or charge ofand shall not be responsible for acts or omissions ofthe Contractor Subcontractors or their agents or employees or of any other persons or entities perfoffiling portions of the Work 2 6 24 Insert the words With the exception ofthe Owner s Construction Representative at the beginning of Subparagraph 2 6 24 2 6 2 5 Add the following to the end of Subparagraph 2 62 5 Such inspection or testing required by the Architect shall only be accomplished after obtaining the Owner s concurrence and agreement to pay for such work Add the following new Subparagraph 2 6 2 6 to Paragraph 2 6 2 2 6 2 6 Observation shall consist ofthe Architect s visual observation ofmaterials equipment or the Work for the purpose of ascertaining that the Work is in general conformance with the Contract Documents and with the design intent Such observation shall not be constmed to relieve the Contractor in any way from his obligations and responsibilities under the Contract for Construction Specifically but without limitation observation by the Architect shall require the Architect to neither assume responsibilities for the means and methods ofconstruction nor for the safety on the Project site 2 64 Replace Subparagraph 2 64 1 in its entirety with the following 2 64 1 The Architect shall review and approve or take other appropriate action upon the Contractor s submittals such as Shop Drawings Product Data and Samples but only for the limited purpose of checking for conformance with information given and the design concept City of Bozeman Page 160 20 112 expressed in the Contract Documents The Architect s action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities ofthe Owner Contractor or separate contractors while allowing sufficient time in the Architect s professional judgment to pennit adequate review Review of such submittals is not conducted for the purpose of detemlining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instmctions for installation or performance ofequipment or systems all of which remain the responsibility of the Contractor as required by the Contract Documents However the Architect shall confiml dimensions where possible when the Contractor has requested assistance with dimensions due to field conditions or inconsistencies in the Construction Documents The Architect s review shall not constitute approval ofsafety precautions or unless otherwise specifically stated by the Architect ofany construction means methods techniques sequences or procedures The Architect s approval of a specific item shall not indicate approval of an assembly ofwhich the item is a component Replace Subparagraph 2 64 2 in its entirety with the following 2 64 2 The Architect shall maintain a record of each submittal received from the Contractor The record shall include at a minimum the date received the action taken and the date returned to the Contractor The Architect shall provide one copy ofall submittals to the Owner simultaneously with the return ofreviewed submittals to the Contractor Replace Subparagraph 2 643 in its entirety with the following 2 64 3 The fire protection system and any other systems materials and equipment mutually agreed to in writing by the parties that require professional design services or certifications by a design professional shall be specifically required of the Contractor by the Contract Documents and the Architect shall specify appropriate performance and design criteria that such services must satisfy Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional s written approval when submitted to the Architect The Architect shall be entitled to rely upon the adequacy accuracy and completeness ofthe services certifications or approvals performed by the design professionaL 2 65 Add the following at the end ofthe first sentence ofSubparagraph 2 6 5 2 2 6 5 2 and shall report the results ofhis analysis in writing to the Owner and Contractor as expeditiously as feasible 2 6 6 2 6 6 1 Add the following to the end ofSubparagraph 2 6 6 1 City of Bozeman Page 17 of20 113 2 8 2 5 Delete in its entirety 2 8 3 Delete Paragraph 2 8 3 in its entirety 2 9 Replace Paragraph 2 9 1 in its entirety with the following 2 9 1 This Agreement shall be governed by the laws ofthe State of Montana Add the following new Paragraphs to Paragraph 2 9 2 9 2 No waiver of any breach ofanyone of the terms conditions or covenants of this Agreement by the Owner or the Architect shall be deemed to imply or constitute a waiver of any other term condition or covenant ofthis Agreement The failure of either party to insist on strict performance of any term condition or covenant herein set forth shall not constitute or be constmcd ofas a waiver of the rights of either party to enforce any other default or breach of such term condition or covenant Such failure by either party to insist upon strict performance of this Agreement shall not be deemed sufficient grounds to enable either party to forego or subvert or otherwise disregard any other term condition or covenant ofthis Agreement 2 9 3 If any provision paragraph subparagraph or sub subparagraph of this Agreement is adjudged by any court to be invalid illegal void or unenforceable in whole or in part this adjudication shall not affect the validity ofthe remainder of this Agreement including any other provision paragraph subparagraph or sub subparagraph Each provision paragraph subparagraph or sub subparagraph ofthis Agreement is separable from every other provisionparagraphsubparagraphorsubsubparagraphandconstitutesaseparateanddistinctcovenant 2 94 Any notices required or permitted under this Agreement or which any party elects to give shall be in writing and delivered either personally to the other party or by depositing such notice with the US Postal Service postage fully prepaid to the address designated below by Certified Mail return receipt requested or to such other address as either party may later designate in writing Any notice given by mail as herein provided shall be deemed given when deposited in the United States Mail Owner City ofBozeman Attn James Goehrung Owner s Constmction Representative P O Box 1230 Bozeman MT 59771 Architect Pmgh Lenon Architects PC Attn Dick Prugh 27 E Main Street Bozeman MT 59715 Page 19 of20CityofBozeman 114 2 9 5 This Agreement may be executed in several counterparts and each such counterpart shall be deemed an original and is fully enforceable City ofBozcman Page 20 of20 115