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HomeMy WebLinkAbout15- Taylor Architects P.C. ThinkOne for Law and Justice Campus and Facility ProjectTM 1,11AIA Document B121 -2014 Standard Form of Master Agreement Between Owner and Architect for services provided under multiple Service Orders AGREEMENT made as of the 29th day of September in the year 2015 (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address, and other information) Gallatin County, Montana & The City of Bozeman Montana, (collectively, "Owner" or "Owners") and the Architect: (Name, legal status, address, and other information) Taylor Architects P.C. — d/b/a ThinkOne 101 E. Main, Studio One Bozeman, MT 59715 for the following: (Insert information related to types of services, location, facilities, or other descriptive information as appropriate.) Law and Justice Campus and Facility Project 615 South 16th, Bozeman, Montana in Section 12 T2S, R5E, MPM The construction of government buildings and other facilities jointly by Gallatin County and the City of Bozeman at the Law and Justice Center Campus in Bozeman for use by law enforcement and the justice system. The Owner and Architect agree as follows. 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 AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document does not contain a description of the Architect's scope of Services and related terms. This document is intended to be used in conjunction with AIA Document 8221 TM -2014, Service Order for use with Master Agreement Between Owner and Architect AIA Document 13121 TM —2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected Inst. by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software / at 11:47:53 on 09/28/2015 under Order No. 4515729261 which expires on 08/03/2016, and is not for resale. User Notes: (369ADA26) TABLE OF ARTICLES 1 MASTER AGREEMENT TERM AND PARTY REPRESENTATIVES 2 ARCHITECT'S RESPONSIBILITIES 3 SERVICE ORDERS 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COPYRIGHTS AND LICENSES 7 CLAIMS AND DISPUTES 8 TERMINATION OR SUSPENSION OF SERVICE AGREEMENTS 9 COMPENSATION 10 MISCELLANEOUS PROVISIONS 11 SPECIAL TERMS AND CONDITIONS 12 SCOPE OF THIS MASTER AGREEMENT ARTICLE 1 MASTER AGREEMENT TERM AND PARTY REPRESENTATIVES § 1.1 This Master Agreement shall be effective for one year after the date first written above ("Date of this Master Agreement"). § 1.2 This Master Agreement shall apply to all Service Orders agreed to by the Parties within the term of this Master Agreement until completion of the Service Order. An agreed upon Service Order together with this Master Agreement forms a Service Agreement. A Service Agreement represents the entire and integrated agreement between the parties, and supersedes prior negotiations, representations, or agreements, either written or oral. A Service Agreement may be amended or modified only by a Modification. § 1.3 This Master Agreement will renew on an annual basis, on the day and month of the Date of this Master Agreement, unless either party provides notice of their intent not to renew this Master Agreement. Notice must be provided at least 60 days prior to the renewal date. In the event either party elects not to renew this Master Agreement, the terms of this Master Agreement shall remain applicable until all Service Agreements under this Master Agreement are completed or terminated. § 1.4 The Owner identifies the following representative authorized to act on the Owner's behalf with respect to this Master Agreement: The Law and Justice Center Joint Design and Construction Committee, a committee appointed by the governing body of Gallatin County and by the City of Bozeman. § 1.4.1 In each Service Order, the Owner will identify a representative authorized to act on the Owner's behalf with respect to the Service Order. § 1.5 The Architect identifies the following representative authorized to act on the Architect's behalf with respect to this Master Agreement: William A. Hanson, AIA AIA Document 8121 TM —2014. Copyright m 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected Init. by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in 2 severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software / at 11:47:53 on 09/28/2015 under Order No. 4515729261 which expires on 08/03/2016, and is not for resale. User Notes: (369ADA26) § 1.5.1 In each Service Order, the Architect will identify a representative authorized to act on behalf of the Architect with respect to the Service Order. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 (not used) § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the United States under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the services provided pursuant to a Service Agreement. § 2.3 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Master Agreement or any Service Agreement. § 2.4 The Architect shall maintain the following insurance for the duration of this Master Agreement. If any of the requirements set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse the Architect for any additional cost. § 2.4.1 Commercial General Liability with policy limits of not less than One Million Five Hundred Thousand ($ 1,500,000.00 ) for each occurrence and Three Million ($ 3,000,000.00 ) in the aggregate for bodily injury and property damage. § 2.4.2 Automobile Liability covering vehicles owned by the Architect and non -owned vehicles used by the Architect with policy limits of not less than One Million Five Hundred Thousand ($ 1,500,000.00 ) per claim and Three Million ($ Three Million ) in the aggregate for bodily injury and property damage along with any other statutorily required automobile coverage. § 2.4.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess liability insurance, provided such primary and excess insurance policies result in the same or greater coverage as those required under Sections 2.4.1 and 2.4.2. § 2.4.4 Workers' Compensation at statutory limits and Employers Liability with policy limits of not less than One Million ($ 1,000,000.00 ). § 2.4.5 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than Two Million ($ 2,000,000.00 ) per claim and Two Million ($ 2,000,000.00 ) in the aggregate. § 2.4.6 Insurance exceeding the requirements set forth in this section 2.4, and required in connection with any individual Service Agreement, shall be set forth in the applicable Service Order. § 2.4.7 The Owner shall be endorsed as additional insured on the Architect's primary and excess insurance policies for Commercial General Liability, Automobile Liability and Professional Liability. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations. § 2.4.8 The Architect shall provide to the Owner certificates of insurance evidencing compliance with the requirements in this Section 2.4. The certificates will show the Owner as an additional insured on the Commercial General Liability, Automobile Liability and Professional Liability and any excess policies. § 2.5 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants. The Architect shall be entitled to rely on the accuracy and completeness of the services and information furnished by the Owner and the Owner's consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission or inconsistency in such services or information. AIA Document 8121 TM — 2014. Copyright 02014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected [nit. by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in 3 severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:47:53 on 09/28/2015 under Order No. 4515729261 which expires on 08/03/2016, and is not for resale. User Notes: (3B9ADA26) § 2.6 The Architect shall not be responsible for an Owner's directive or substitution made without the Architect's approval. ARTICLE 3 SERVICE ORDERS The Architect's services shall be set forth in Service Orders, consisting of AIA Document B221Tm-2014, Service Order, or such other document as the Owner and Architect may mutually agree upon. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services may be provided after execution of a Service Agreement without invalidating the Service Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.1 shall entitle the Architect to compensation pursuant to Section 9.3. § 4.2 Unless otherwise provided in a Service Order, upon recognizing the need to perform the following Additional Services, as they relate to the services provided pursuant to the Service Order, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 A change in previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Changing or editing previously prepared planning or design documents necessitated by the enactment or revision of codes, laws or regulations or official interpretations; .3 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .4 Preparing digital data for transmission to the Owner's consultants and contractors, or to other Owner authorized recipients; .5 (Paragraph Deleted) Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; or .6 Consultation concerning replacement of Work resulting from fire or other cause during construction. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 The Owner is not required to issue any Service Orders under this Master Agreement. § 5.2 The Owner shall provide information in a timely manner regarding requirements for, and limitations of, each Service Order. The Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of, or enforce lien rights. § 5.3 The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.4 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of consulting services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants as designated in an individual Service Order, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Service Order. The Owner shall require that its consultants maintain professional liability insurance as appropriate to the services provided. § 5.5 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the services or work related to a Service Agreement, including errors, omissions or inconsistencies in the Architect's Instruments of Service. AIA Document 8121 TM —2014. Copyright 02014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected [nit. by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software t at 11:47:53 on 09/28/2015 under Order No. 4515729261 which expires on 08/03/2016, and is not for resale. User Notes: (3B9ADA26) ARTICLE 6 OWNERSHIP OF INFORMATION § 6.1 All reports, information, data and other materials prepared by the Architect and the Architect's employees, agents and consultants pursuant to this Master Agreement, except those separately identified in a Service Order or in other written agreements between the parties, are jointly owned by the Architect and the Owner. The Owner has the right to release, publish or otherwise use, in whole or part, reports, information, data and other materials prepared by the Architect and the Architect's employees, agents and consultants pursuant to this Agreement, except those separately identified in a Service Order or in other written agreements between the parties. Any re -use without written verification or adaptation by the Architect for the specific purpose intended will be at the Owner's sole risk and without liability or legal exposure to the Architect. No material produced in whole or part under this Master Agreement may be copyrighted or patented in the United States or in any other country without the prior written approval of the Owner. § 6.2 The Owner is restricted from using the Architect license seal/stamp/signature in any form or manner as part of any reuse of documents developed under this Master Agreement by a third party. The Architect may not remove its license seal/stamp/signature from the Contract Documents used to construct the project. § 6.3 The Architect shall obtain similar provisions regarding ownership from the Architect's consultants consistent with this Master Agreement. ARTICLE 7 CLAIMS AND DISPUTES § 7.1 General § 7.1.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to any Service Agreement, in accordance with the requirements of the method of binding dispute resolution selected in this Master Agreement, within the period specified by applicable law. Completion of the services pursuant to a specific Service Agreement shall be the date of Substantial Completion of construction related to the services performed pursuant to the Service Agreement or, where there is no construction work related to a Service Agreement, the date the Architect completes its services under the Service Agreement. § 7.1.2 Pending final resolution of a claim, except as otherwise agreed in writing the Architect shall proceed diligently with performance of the Service Agreement and the Owner shall continue to make payments in accordance with the Service Agreement. § 7.2 Mediation § 7.2.1 Any claim, dispute or other matter in question arising out of or related to a Service Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 7.2.2 Claims, disputes or other matters in controversy arising out of or related to this Agreement shall first be subject to resolution through a Dispute Resolution Board established pursuant to the Dispute Resolution Board Foundation's Practice and Procedural Manual. The parties must enter into a separate agreement establishing, among others, the scope of work of the DRB, the responsibilities of the parties, the time for completion of the DRB's process, payment to DRB members, and whether the decision or findings of the DRB will be binding or admissible in other proceedings. § 7.2.3 The DRB mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. § 7.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 7.2, the method of binding dispute resolution shall be the following: (Paragraph Deleted) [ X ] Arbitration pursuant to Section 7.3 of this Master Agreement AIA Document 6121 TM —2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected Init. by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any portion of it, may result in 5 severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software t at 11:47:53 on 09/28/2015 under Order No. 4515729261 which expires on 08/03/2016, and is not for resale. User Notes: (3139ADA26) [ ] Litigation in a court of competent jurisdiction [ ] Other: (Specify) § 7.3 Arbitration § 7.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Master Agreement, any claim, dispute or other matter in question arising out of or related to a Service Agreement subject to, but not resolved by, mediation shall be subject to arbitration, which unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Master Agreement. A demand for arbitration shall be made in writing, delivered to the other party to this Master Agreement, and filed with the person or entity administering the arbitration. § 7.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question. § 7.3.2 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Master Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. § 7.3.3 The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 7.3.4 Consolidation or Joinder § 7.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Master Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 7.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration. The Owner and the Architect agree that all parties necessary to resolve a claim shall be parties to the same dispute resolution procedures provided for in this Agreement. Appropriate provisions will be included in all other contracts relating to the Project to provide for the joinder or consolidation of such dispute resolution procedures. ARTICLE 8 TERMINATION OR SUSPENSION OF SERVICE AGREEMENTS § 8.1 If the Owner fails to make payments to the Architect in accordance with a Service Agreement, such failure shall be considered substantial nonperformance and cause for termination of the Service Agreement or, at the Architect's option, cause for suspension of performance of services under the Service Agreement for which the Owner failed to make payment. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension. § 8.2 If the services under a Service Agreement have been suspended by the Owner, the Architect shall be compensated for services performed prior to notice of such suspension. § 8.3 If the Owner suspends the services under a Service Agreement for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate the Service Agreement by giving not less than seven days' written notice. AIA Document 13121 T"" — 2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected Init. by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in 6 severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software / at 11:47:53 on 09/28/2015 under Order No. 4515729261 which expires on 08/03/2016, and is not for resale. User Notes: (3139ADA26) § 8.4 Either party may terminate a Service Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of the Service Agreement, through no fault of the party initiating the termination. Termination of a Service Agreement under this Section 8.4 shall not be deemed a termination of other Service Agreements under this Master Agreement. § 8.5 The Owner may terminate a Service Agreement, upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 8.6 In the event of termination of a Service Agreement not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then (Paragraph Deleted) due. (Paragraph Deleted) ARTICLE 9 COMPENSATION § 9.1 The Owner shall compensate the Architect for the services described in a Service Order pursuant to the Service Order and as set forth in this Article 9. § 9.1.1 Including any Service Order and the compensation set forth therein, Owner shall not pay Architect more than 7.24% of the Architect's initial estimate of construction cost as Architect's fee for base design services under this Master Agreement. If the estimated construction cost at the conclusion of the services set forth in Service Order #2 differs from Architect's initial estimate, Architect's fee will be adjusted accordingly to 7.24% of the adjusted estimate of construction cost. § 9.2. The hourly billing rates for services of the Architect and the Architect's consultants, if any, are set forth below. (Paragraph Deleted) As set forth in Exhibit B which is attached and incorporated herein. § 9.3 Except as otherwise set forth in a Service Order, the Owner shall compensate the Architect for Additional Services designated in Article 4 as follows: (Paragraph Deleted) Based on the rates set forth in §9.2 above or the actual cost or expense. § 9.4 Compensation for Reimbursable Expenses § 9.4.1 Reimbursable Expenses are in addition to compensation for the Architect's professional services and include the actual expenses incurred by the Architect and the Architect's consultants directly related to a Service Agreement, as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Fees paid for securing approval of authorities having jurisdiction over the Project; .3 Printing, reproductions, plots, standard form documents; .4 Postage, handling and delivery; (Paragraph Deleted) .5 Renderings, models, mock-ups, professional photography, and presentation materials requested by the Owner; and .6 Any other costs agreed to herein or in a Service (Paragraph Deleted) AIA Document 8121 TM —2014. Copyright© 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected Inst. by U.S. Copyright taw and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software / at 11:47:53 on 09/28/2015 under Order No. 4515729261 which expires on 08/03/2016, and is not for resale. User Notes: (369ADA26) Order. (Paragraph Deleted) § 9.4.2 Additional Reimbursable Expenses may be allocated in each Service Agreement. § 9.5 (not (Paragraph Deleted) used) § 9.6 Payments to the Architect § 9.6.1 Unless otherwise agreed, payments for services provided pursuant to a Service Agreement shall be made monthly in proportion to services performed. Architect shall prepare separate invoices to either County or City based on the proportion of work completed for each and copies of all invoices shall be provided to both County and City. Payments are due and payable upon presentation of the Architect's invoice. (Paragraph Deleted) § 9.6.2 Records of Reimbursable Expenses, costs, fees and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 Each Service Agreement, shall be governed by the law of the place where the Project described in the Service Order is located. § 10.2 For each Service Agreement, terms not defined in this Master Agreement or in the Service Order shall have the same meaning as those in AIA Document A201-2007, General Conditions of the Contract for Construction. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal representatives to each Service Agreement. Neither the Owner nor the Architect shall assign a Service Agreement without the written consent of the other. § 10.4 (not used) § 10.5 Nothing contained in this Master Agreement or in a Service Order shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 10.6 Unless otherwise required in a Service Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Projects for which services are performed among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Projects to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Projects. § 10.8 For other than professional services rendered, to the fullest extent permitted by law, Architect agrees to defend, indemnify, and hold Owner harmless against claims, demands, suits, damages, losses, and expenses connected therewith that may be asserted or claimed against, recovered from or suffered by Owner by reason of any injury or loss, including but not limited to, personal injury, including bodily injury or death, property damage, AIA Document 8121 TM — 2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected Init. by U.B. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIA1' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software t at 11:47:53 on 09/28/2015 under Order No. 4515729261 which expires on 08/03/2016, and is not for resale. User Notes: (3B9ADA26) occasioned by, growing out of, or in any way arising or resulting from any intentional or negligent act on the part of Architect or Architect's agents or employees. For the professional services rendered, to the fullest extent permitted by law, Architect agrees to defend, indemnify and hold Owner harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or willful misconduct of the Architect or Architect's agents or employees. To the fullest extent permitted by law, Architect agrees to defend, indemnify and hold Owner harmless from any claims, demands, suits, damages, losses and expenses arising from or relating to any claim for violation of intellectual property rights, including without limitation copyright or patent rights arising from or related to the use of any work product provided by Architect or Architect's agents or employees. Should Owner be required to bring an action against the Architect to assert its right to defense or indemnification under this Agreement or under the Architect's applicable insurance policies required below Owner shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Architect was obligated to defend the claim(s) or was obligated to indemnify Owner for a claim(s) or any portion(s) thereo£The above obligations shall survive termination of this Master Agreement. § 10.9 In the event it becomes necessary for Owner or Architect retain an attorney to enforce any of the terms or conditions of this Master Agreement 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 the City or County Attorney. §10.10 A waiver by either party any default or breach by the other party of any terms or conditions of this Master Agreement does not limit the other party's right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. §10.11 The Architect will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti -discrimination laws, regulations, and contracts. In order to satisfy City of Bozeman policy the Architect will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Architect shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. The Architect shall require these nondiscrimination terms of its sub -consultants providing services under this agreement. §10.12 The terms and conditions included in this Master Agreement shall be applicable to each Service Agreement created pursuant to this Master Agreement. In the event of a conflict between the terms and conditions of this Master Agreement and a Service Order, the terms of the Service Order shall take precedence for the services provided pursuant to the Service Order. ARTICLE 11 ATTACHMENTS AND EXHIBITS The following attachments and exhibits, if any, are incorporated herein by reference: Exhibit A which is attached and incorporated herein -"Proposal for Professional Design Services" dated 9/17/2015- 6:07 PM. Architect and Owner agree that all amounts, costs and expenses, included in the "Items To Be Billed As - Needed" and "Optional Additional Service Items," may be made part of any Service Order agreed to pursuant to this Master agreement and any amount shall not exceed that set forth in Exhibit A. Fees and costs for subsequent identified Service Orders shall not exceed those set forth in Exhibit A. ARTICLE 12 SCOPE OF THIS MASTER AGREEMENT § 12.1 This Master Agreement represents the entire and integrated Master Agreement between the Owner and the AIA Document B121 TM —2014. Copyright O 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected Init. by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in 9 severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:47:53 on 09/28/2015 under Order No. 4515729261 which expires on 08/03/2016, and is not for resale. User Notes: (3B9ADA26) Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Master Agreement may be amended only by written instrument signed by both Owner and Architect. 12.2 This Master Agreement is comprised of the following documents listed below: .1 AIA Document B 121Tm-2014, Standard Form of Master Agreement Between Owner and Architect (Paragraphs Deleted) ThiMaste reement ent to as of the day and year first written ab ve. OWNER (Signature) ARCHITECT (Signature) Gallatin County, Montana (Pr i d name an title OWNER (Signature) Citv of Bozeman. Montana ra -.z (`-1,r° (Printe name and titl ) Taylor Architects P.C. — d/b/a ThinkOne William A. Hanson (Printed name and title) AIA Document 8121 TM — 2014. Copyright 02014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected [nit. by U.S. Copyright law and intemational Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in .10 severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software t at 11:47:53 on 09/28/2015 under Order No. 4515729261 which expires on 08/03/2016, and is not for resale. User Notes: (3B9ADA26) Gallatin County and CitV of Bozeman Justice Center - Option #2 (Advanced DD to 30% CD) Proposal for Professional Design Services Service Order #1 Man Hour Costs Reimbursable Exp. Total Cost Program Validation Effort: Man Hour Costs Reimbursable Exp. Total Cost ThinkOne Architects $8,550 $350 $8,900 McClaren, Wilson & Lawrie Architects $68,600 $6,850 $75,450 Anderson Mason Dale Architects $17,709 $1,565 $19,274 Morrison Maierle - Structural $0 $0 incl. $0 Mech./Plumb./F.P. $0 $0 incl. $0 Electrical $0 $0 incl. $0 Civil Engineer $0 $0 incl. $0 Subtotal $94,859 $8,765 $103,624 Schematic Design Services: Man Hour Costs Reimbursable Exp. Total Cost ThinkOne Architects $104,840 $1,850 $106,690 McClaren, Wilson & Lawrie Architects $172,500 $7,800 $180,300 Anderson Mason Dale Architects $163,638 $7,330 $170,968 Morrison Maierle - Structural $57,600 $0 incl. $57,600 Mech./Plumb./F.P. $74,880 $0 incl, $74,880 Electrical $51,840 $0 incl. $51,840 Civil Engineer $28,800 $0 incl. $28,800 Subtotal $654,098 $16,980 $671,078 Service Order #2 Design Development Services Man Hour Costs Reimbursable Exp. Total Cost ThinkOne Architects $184,500 $4,500 $189,000 McClaren, Wilson & Lawrie Architects $24,000 $2,800 $26,800 Anderson Mason Dale Architects $194,388 $8,895 $203,283 Morrison Maierle - Structural $134,400 $0 incl. $134,400 Mech./Plumb./F.P. $174,720 $0 incl. $174,720 Electrical $120,960 $0 incl. $120,960 Civil Engineer $67,200 $0 incl. $67,200 Design 5 Landscape Architects $32,500 $750 $33,250 Subtotal $932,668 $16,945 $949,613 Option #2 - Enhanced DD (30% Construction Documents) Page 1- of - 2 9/17/2015 - 6:07 PM Enhanced Design Development (Approx. 30% CD) ThinkOne Architects McClaren, Wilson & Lawrie Architects Anderson Mason Dale Architects Morrison Maierle - Structural Mech./Plumb./F.P. Electrical Civil Engineer Design 5 Landscape Architects Man Hour Costs $71,000 $8,000 $77,650 $57,600 $74,880 $51,840 $28,800 $13,000 Subtotal $382,770 Reimbursable Exp. $12,500 (Incl. Printing) $2,800 $9,595 $0 incl. $0 incl. $0 incl. $0 incl. $750 $25,645 Total Cost $83,500 $10,800 $87,245 $57,600 $74,880 $51,840 $28,800 $13,750 $408,415 Total All Design Elements - Base Design Fee $2,132,730 Items To Be Billed As -Needed (Not -to -Exceed): Total Cost Geotechnical Investigation (Firm TBD) $42,500 Site Topographic Survey (Morrison Maierle) $30,000 Traffic Study for Impacts on Adjacent Roadways (Morrison Maierle) $25,000 Specialty Security / AV / IT Consultant (Rimrock Consulting Group) $174,800 CMAR Selection Process (Assist with RFP, Interviews, Final Selection) (Hourly Not -To -Exceed) $2,800 Bond Information Materials ((5) Renderings, Etc.) (Hourly Not -To -Exceed) $11,500 Subtotal $286,600 Optional Additional Service Items (Not Included in Base Fee Package): Total Cost Project Specific Insurance Coverage to $5.0 Million for General and E&O Insurance $133,500 Specialty Interior Design Services Including Furniture Specifications and Procurement TBD Civil Design for Off -Site Roadways or Intersections (ie: signalization of 19th/Dickerson, etc.) TBD Traffic Studies Associated with Roadway Impacts TBD Civil Design for Off -Site Utility Improvements TBD Legal Survey Work Necessary for Land Transfers/Platting Changes TBD Additional Energy Modeling for LEED Certification $87,500 Additional Design Effort for LEED Certification $92,500 Photovoltaic Panel System Design $30,000 Critical Operations MEP Systems (Enhanced Redundancy of Systems) $60,000 Subtotal $270,000 Option ##2 - Enhanced DD (30% Construction Documents) Page 2 - of - 2 9/17/2015 - 6:07 PM Ul IJll� inK THINKONE ARCHITECTURE 2015 Billing Rates I 0=0 mmmmmmmff-7mim. Principal - Project Manager $135 Staff Architect - Project Architect $105 Construction Administration - CM Staff $105 Design Support Staff - AIT $80 Support Staff -Administrative $60 HOURLY CHARGE RATE SCHEDULE 2015 OFFICE COMPENSATION RATES EFFECTIVE January 1- DECEMBER 31, 2015 INTRODUCTION The following personnel rate categories and reimbursable charges are made a part of the agreement for A/E services. Billable hourly rates will be based on the classification of personnel assigned to the project. McClaren, Wilson, & Lawrie, Inc. may adjust the rates set forth in this agreement at the beginning of each calendar year. PERSONNEL CLASSIFICATION *HOURLY RATES Senior Principal $235.00 per hour Principal $225.00 per hour Senior Project Architect $195.00 per hour Architect $125.00 per hour Police Facility / Lab Planner / AutoCADD $105.00 per hour Office Assistant $85.00 per hour Sub consultant Cost plus 10% REIMBURSABLE EXPENSES (Including travel related expenses, postage, courier, photocopy, fax, telephone, and misc.) Direct cost plus 10% 3198 Speer Boulevard Denver Colorado 80211 303 294 9448 Fax 303 294 0762 vmm.amdarch i lects.com AnddersonMason ale Architects ANDERSON MASON DALE ARCHITECTS 2015 Billing Rates Position Rate/hour Principal $ 235 Principal -1 $ 201 Project Manager $ 158 Architect III $ 138 SP/JC/CA $ 134 Architect II $ 112 Architect 1 $ 98 Intern III $ 94 Intern II $ 83 Intern 1 $ 65 Student Intern $ 58 Clerical $ 82 GAACCOUNTING\BILLING RATES\2015AMD BILLING RATES.DOU Lm 4 MORRISON MMERLE, INC. ENGINEERS. SURVEYORS- Pt ANNE RS.SCIENTISTS Hourly Rate Schedule Civil Engineering: Hourly Rate Senior Civil Engineer $175/hr Civil Engineer of Record $120/hr Civil Project Engineer $115/hr Civil Engineer Intern $85/hr Civil CAD Technician $80/hr Structural Engineering: Hourly Rate Principal Structural Engineer $175/hr Structural Engineer of Record $140/hr Structural Project Engineer $115/hr Structural Engineer Intern $85/hr Structural CAD Technician $70/hr Mechanical Engineering: Hourly Rate Senior Mechanical Engineer $140/hr Mechanical Engineer of Record $120/hr Mechancial Project Engineer $110/hr Mechanical Engineer Intern $80/hr Mechanical CAD Technician $70/hr Electrical Engineering: Hourly Rate Senior Electrical Engineer $140/hr Electrical Engineer of Record $140/hr Electrical Project Engineer $115/hr Electrical Engineer Intern $80/hr Electrical CAD Technician $70/hr Notes: 1. An additional $6/hourtechnology/communications expense charge will be added to all hourly rates indicated above. 2. The above hourly rates are effective through May 31, 2016. Page 1 of 1 Voll't.-AIA TMDocument B221 -2014 Service Order for use with Master Agreement Between Owner and Architect SERVICE ORDER number i made as of the 29th day of September in the year 2015 (In words, indicate day, month and year.) THE OWNER: (Name, legal status and address) Gallatin County, Montana & The City of Bozeman Montana, (collectively, "Owner" or "Owners") THE ARCHITECT: (Name, legal status and address) Taylor Architects P.C. — d/b/a ThinkOne 101 E. Main, Studio One Bozeman, MT 59715 for the following PROJECT: (Name, location and detailed description) Law and Justice Campus and Facility Project 615 South 16th, Bozeman, Montana in Section 12 T2S, R5E, MPM The construction of government buildings and other facilities jointly by Gallatin County and the City of Bozeman at the Law and Justice Center Campus in Bozeman for use by law enforcement and the justice system. THE SERVICE AGREEMENT This Service Order, together with the Master Agreement between Owner and Architect dated the 29th day of September in the year 2015 (In words, indicate day, month and year.) form a Service Agreement. A Service Agreement represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations, or agreements, either written or oral. A Service Agreement may be amended or modified only by a Modification. 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 AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document provides the Architect's scope of services for the Service Order only and is intended to be used with AIA Document B121 TM -2014, Standard Form of Master Agreement Between Owner and Architect AIA Document 8221 TM —2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected Inst. by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software / at 11:49:51 on 09/28/2015 under Order No. 0819693936 which expires on 08/03/2016, and is not for resale. User Notes: (3B9ADA33) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 INSURANCE 3 ARCHITECT'S SERVICES 4 OWNER'S RESPONSIBILITIES 5 COMPENSATION 6 ATTACHMENTS AND EXHIBITS ARTICLE 1 INITIAL INFORMATION § 1.1 Unless otherwise provided in an exhibit to this Set -vice Order, this Service Order and the Service Agreement are based on the Initial Information set forth below: (Paragraph Deleted) Schematic Design phase of the Law and Justice Center Campus Facility Project. Owner shall provide Architect the following documents upon which to conduct the work under this Service Order: 1) Rouse Justice Center project documents; and 2) Law and Justice Center Campus Master Plan including an update Needs Assessment from Gallatin County (Paragraphs Deleted) § 1.2 The Owner identifies the following representative in accordance with Section 1.4.1 of the Master Agreement: (List name, address and other information.) The Law and Justice Center Joint Design and Construction Committee, a committee appointed by the governing body of Gallatin County and by the City of Bozeman. § 1.3 The Architect identifies the following representative in accordance with Section 1.5.1 of the Master Agreement: (List name, address and other information) William A. Hanson § 1.4 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the schedule, the Architect's services and the Architect's compensation. ARTICLE 2 INSURANCE The Architect shall maintain insurance as set forth in the Master Agreement. (Paragraph Deleted) ARTICLE 3 ARCHITECT'S SERVICES § 3.1 The Architect's Services under this Service Order are described below. § 3.1.1 Basic Services for this Service Order SCHEMATIC DESIGN PHA SE SERVICES (nit. AIA Document B221 TM — 2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIAO Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA11 Document, or any portion of it, may result in 2 severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software t at 11:49:51 on 09/28/2015 under Order No. 0819693936 which expires on 08/03/2016, and is not for resale. User Notes: (3B9ADA33) § 3.1.1.1 The Architect shall review the program and other information furnished by the Owner, and shall review laws, codes, and regulations applicable to the Architect's services. § 3.1.1.2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project. § 3.1.1.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project, including the feasibility of incorporating environmentally responsible design approaches. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.1.1.4 Based on the Project's requirements agreed upon with the Owner, the Architect shall prepare and present for the Owner's approval a preliminary design illustrating the scale and relationship of the Project components. 3.1.1.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital modeling. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.1.2 The Architect shall consider environmentally responsible design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. § 3.1.3. The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule and budget for the Cost of the Work. § 3.1.4 The Architect shall submit to the Owner an estimate of the Cost of the Work which shall include contingencies for design, bidding and price escalation based on the current area, volume or similar conceptual estimating techniques. § 3.1.5 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval. ARTICLE 4 OWNER'S RESPONSIBILITIES The Owner shall have those responsibilities set forth in the Master Agreement. (Paragraph Deleted) ARTICLE 5 COMPENSATION § 5.1 For Basic Services described under Section 3.1.1, the Owner shall compensate the Architect as follows: (Paragraph Deleted) An amount not to exceed Seven Hundred Forty Eight Thousand Nine Hundred Fifty Seven ($748,957.00) Dollars. § 5.2 For Additional Services described herein or in the Master Agreement, the Architect shall be compensated in accordance with the Master Agreement unless otherwise set forth below: (Paragraph Deleted) An amount not to exceed the amount set forth in Exhibit A for any service considered an Additional Set -vice which is set forth therein and only if authorized in writing by Owner. § 5.3 For Reimbursable Expenses, the Architect shall be compensated in accordance with Init. AIA Document B221 TM — 2014. Copyright m 2014 by The American Institute of Architects. All rights reserved. WARNING: This ABA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software t at 11:49:51 on 09/28/2015 under Order No. 0819693936 which expires on 08/03/2016, and is not for resale. User Notes: (3B9ADA33) the Master Agreement. An amount not to exceed Twenty Five Thousand Seven Hundred and Forty Five ($25,745.00) Dollars. ARTICLE 6 (not used) (Paragraphs Deleted) This Servic rder entered into as of the day and year first written above. OWNER (Signature) ARCHITECT (Signature) Gallatin County, Montana (Printe name and title) oo OWNER (Signature) Citv of Bozeman. Montana (Printed game and title, Taylor Architects P.C. — d/b/a ThinkOne William A. Hanson (Printed name and title) AIA Document B221IT" —2014. Copyright 02014 by The American Institute of Architects. All rights reserved. WARNING: This AIAO Document is protected Init. by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA19 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:49:51 on 09/28/2015 under Order No. 0819693936 which expires on 08/03/2016, and is not for resale. User Notes: (3B9ADA33)