Contract for Professional Design Services Parmly Billings ...

Contract for Professional Design Services

Parmly Billings Foundation

In consideration of the mutual promises herein, Parmly Billings Library Foundation and Will Bruder + Partners Ltd. agree as follows. This Contract consists of:

Part I, consisting of 15 Sections of Special Provisions;

Part II, consisting of 11 Sections of General Provisions;

Appendix A consisting of 5 pages (Basic Services of Architect);

Appendix B consisting of 1 page (Methods and Times of Payment);

Appendix C consisting of 4 pages (Schedule of Hourly Fees for Additional

Services); h

Appendix D consisting of pages (Schedule for Completion of Design

Services);

PART I SPECIAL PROVISIONS

Section 1. Definitions.

In this Contract:

A. "Foundation" means the Parmly Billings Library Foundation, or its designee. B. "Billings" means the City of Billings. C. "Architect" means Will Bruder + Partners, Ltd.

Section 2. Scope of Services.

A. The Architect shall perform professional services in accordance with Appendix A, which is attached hereto and incorporated in this Section by reference, for the design of a library facility to be constructed in Billings, Montana. The parties estimate that the project will be approximately 66,000 square feet and that the total cost of the project, including all design and construction costs, will not exceed $18,000,000.00. If gift funds or donations are received by Foundation that are designated for features or amenities beyond this $18,000,000.00 cost, the

Foundation, Billings and Architect will execute a written amendment to this Agreement.

B. For Architect's Basic Services, as describe in Appendix A, Foundation shall pay the Architect the sum of $1,951,594.00 in accordance with Appendix B. This sum includes all amounts to be charged by any subconsultant hired by Architect.

C. Neither Billings nor Foundation shall allow any claim for services other than those described in this Section or Additional Services described in Section 2, Paragraph V of Appendix A unless pre-approved in writing by Foundation and Billings. However, the Architect may provide, at its own expense, any other services that are consistent with this Contract.

D. The Architect shall provide as-built drawings on mylars and in digital format, as approved by the City of Billings, to Billings within 30 days after the project completion date. Final payment will be withheld until the as-built drawings are received by the City of Billings.

E. The Architect shall provide certified construction payrolls to Foundation and Billings stating in writing that the payrolls have been reviewed and are acceptable.

Section 3. Time for Performance.

A. This Contract becomes effective when signed on behalf of Foundation. B. The Architect shall commence performance of the Work described in Section 2 on

receipt of written Notice to Proceed and complete that performance in accordance with the schedule set forth in Appendix D.

Section 4. Compensation; Method of Payment.

A. Each month, or at the conclusion of each phase of the Work for which payment is due, as negotiated on a per-task basis, the Architect shall present a bill to the Foundation describing the Work for which it seeks payment and documenting expenses and fees to the satisfaction of the Foundation. The process for submitting invoices and reviewing and paying is described in Appendix B.

B. Additional Services are governed by Section 2, Paragraph V in Appendix A. C. The Architect is not entitled to any compensation under this Contract, other than is

expressly provided for in this Section, Section 2, Paragraph V in Appendix A, and Appendix B.

D. As a condition of payment, the Architect shall have paid all City taxes currently due and owing by the Architect.

Section 5. Termination of the Architect's Services.

The Architect's services under this contract may be terminated:

A. By mutual consent of the parties, which shall be confirmed in a writing signed by Foundation, Billings and Architect.

B. For the convenience of Foundation and Billings, provided that Foundation and Billings notifies the Architect in writing of its intent to terminate under this paragraph at least 10 days prior to the effective date of the termination.

C. For cause, by either party, where the other party fails in any material way to perform its obligations under this Contract. Termination under this Subsection is

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subject to the condition that the terminating party notifies the other party of its intent to terminate, stating with reasonable specificity the grounds therefor, and the other party fails to cure the default within 30 days after receiving the notice.

D. If Foundation fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination, at the Architect's options, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give twenty-one (21) days written notice to the Foundation and Billings 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.

E. If Foundation or Billings suspends the Project for more than 90 consecutive days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than twenty-on (21) days written notice.

Section 6. Duties Upon Termination

A. If Foundation terminates the Architect's services for convenience, Foundation shall pay the Architect for its actual costs reasonably incurred in performing before termination and Foundation shall pay for services rendered prior to termination. Payment under this Subsection shall never exceed the total compensation allowable under Section 4 of this Part. The owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Section 9.

B. If the Architect's services are terminated for cause, Foundation shall pay the Architect the reasonable value of the services satisfactorily rendered prior to termination, less any damages suffered by Foundation because of the Architect's failure to perform satisfactorily. The reasonable value of the services rendered shall never exceed ninety percent (90%) of the total compensation allowable under Section 4 of this Part. Any finished or unfinished documents or materials prepared by the Architect under this Contract shall become the property of Foundation at its option.

C. If the Architect receives payments exceeding the amount to which it is entitled under Subsections A or B of this Section, he shall remit the excess to the Foundation within 30 days of receiving notice to do so.

D. The Architect shall not be entitled to any compensation under this Section until the Architect has delivered to the Foundation all documents, records, Work product, materials and equipment owned by Foundation and requested by the Foundation.

E. Regardless of the reason for termination, the Architect shall not be entitled to seek compensation for loss of future or expected profits, nor may Architect seek compensation for any work or services not performed.

F. If the Architect's services are terminated for whatever reason the Architect shall not claim any compensation under this Contract, other than that allowed under this Section.

G. If a final audit has not been performed before the Architect's services are terminated, Foundation may recover any payments for costs disallowed as a result of the final audit.

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H. Except as provided in this Section, termination of the Architect's services under Section 5 of this Part does not affect any other right or obligation of a party under this Contract.

Section 7. Insurance.

A. The Architect shall maintain in good standing the insurance described in Subsection B of this Section. Before rendering any services under this Contract, the Architect shall furnish the Foundation with proof of insurance in accordance with Subsection B of this Section.

B. The Architect shall provide the following insurance:

1. Workers' compensation and employer's liability coverage as required by Montana law.

2. Commercial general liability, including contractual and personal injury coverage's -- $1,000,000 per occurrence.

3. Commercial automobile liability -- $1,000,000 per accident. 4. Professional liability in the amount of $3,000,000 per claim/$3,000,000

aggregate.

C. Each policy of insurance required by this Section shall provide for no less than 30 days' advance notice to Foundation prior to cancellation.

D. Foundation SHALL be listed as an additional insured on all policies except Professional Liability and Worker's Compensation Policies. In addition, all policies except Professional Liability and Worker's Compensation shall contain a waiver of subrogation against Foundation.

E. Architect shall ensure that any subconsultant carries professional liability insurance sufficient to account for potential impacts of any errors in subconsultant services.

Section 8. Assignments.

Unless otherwise allowed in writing by the Foundation, any assignment by the Architect of its interest in any part of this Contract or any delegation of duties under this Contract shall be void, and an attempt by the Architect to assign any part of its interest or delegate duties under this Contract shall give Foundation the right immediately to terminate this Contract without any liability for Work performed.

Section 9. Ownership; Publication, Reproduction and Use of Material.

The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the Owner and Architect intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions.

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The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants.

Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 5, the license granted in this Section shall still continue throughout the life of the building.

In the event the Owner re-uses the Instruments of Service without retaining the Architect, the Owner waives any claim against the Architect arising from the re-use of the Instruments of Service. The terms of this Section shall not apply if the Owner terminates this Agreement for cause under Section 5.

Except for the licenses granted in this Section, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants.

Section 10. Notices.

Any notice required pertaining to the subject matter of this Contract shall be either sent via facsimile (FAX) or mailed by prepaid first class registered or certified mail, return receipt requested to the following addresses:

Foundation: Leslie Modrow Parmly Billings Library Foundation 510 N. Broadway Billings, Montana 59101

With a copy to: Matthew F. McLean Crowley Fleck, PLLP 45 Discovery Drive, Suite 200 P.O. Box 10969 Bozeman, Montana 59718

FAX: (406) 657-8293

FAX: (406) 556-1433

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Architect: Will Bruder +Partners, LTD Attn: Richard Jensen 2524 N. 24th St. Phoenix, AZ 85008 FAX: (602) 324-6001

Notices are effective upon the earlier of receipt, proof of good transmission (facsimiles only), or 5 days after proof of proper posting.

Section 11. Contract Budget.

In connection with its performance under this Contract, the Architect shall not make expenditures other than as provided in line items in the Contract budget.

Section 12. Force Majeure.

A. Any failure to perform by either party due to force majeure shall not be deemed a violation or breach hereof.

B. As used in this Contract, force majeure is an act or event of substantial magnitude, beyond the control of the delayed party, which delays the completion of this Contract, including without limitation:

1. Strikes or Work stoppages. 2. Any interruption, suspension or interference with the project caused by acts of

God, or acts of a public enemy, wars, blockades, insurrections, riots, arrests or restraints of governments and people, civil disturbances or similar occurrences.

3. Order of court, administrative agencies or governmental officers other than Billings.

Section 13. Financial Management System.

The Architect shall establish and maintain a financial management system that:

A. Provides accurate, current, and complete disclosure of all financial transactions relating to the Contract;

B. Maintains accurate accounting for all expenditures for the Architect's performance under this Contract, including information pertaining to subcontracts, obligations, unobligated balances, assets, liabilities, outlays and income;

C. Compares actual expenditures with budgeted amounts and relates financial information to performance or productivity data including unit cost information where applicable;

D. Minimizes the time between receipt of funds from Foundation and their disbursement by the Architect;

E. Provides accounting records supported by source documentation; and F. Provides a systematic method assuring the timely and appropriate resolution of

audit findings and recommendations.

Section 14. Funding Requirements.

In the event that any funding source for this Contract should impose additional requirements upon Foundation for the use of those funds, the Architect agrees to abide by

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those additional requirements immediately upon receipt of written notice of those additional requirements from Foundation.

Section 15. Subcontracts.

The Architect may enter into subcontracts for the purchase of goods and services necessary for the performance of this Contract, provided:

A. Every subcontract shall be reduced to writing and contain a precise description of the services or goods to be provided and the nature of the consideration paid therefor.

B. Every subcontract under which the Architect delegates the provision of services shall be subject to review and approval by the Foundation and Billings before it is executed by the Architect.

C. Every subcontract in an amount exceeding $1,000 shall require reasonable access to business records of the subconsultant relating to the purchase of goods or services pursuant to the subcontract.

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PART H GENERAL CONTRACT PROVISIONS

Section 1. Relationship of Parties.

The Architect shall perform its obligations hereunder as an independent contractor of Foundation. Foundation may administer the Contract and monitor the Architect's compliance with its obligations hereunder. Foundation shall not supervise or direct the Architect other than a provided in this Section.

Section 2. Nondiscrimination.

A. The Architect will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, age, sex, or marital status or who is a "qualified individual with a disability" (as that phrase is defined in the Americans With Disabilities Act of 1990). The Architect will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, or mental or physical impairment/disability. Such action shall include, without limitation, employment, upgrading, demotion or transfer, recruitment or recruiting advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training including apprenticeship. The Architect agrees to post, in conspicuous places available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause.

B. The Architect shall state, in all solicitations or advertisements for employees to Work on Contract jobs, that all qualified applicants will receive equal consideration for employment without regard to race, color, religion, national origin, ancestry, age, sex or marital status, or mental or physical impairment/disability.

C. The Architect shall comply with any and all reporting requirements that may apply to it which the City of Billings may establish by regulation.

D. The Architect shall include the provisions of Subsections A through C of this Section in every subcontract or purchase order under this Contract, so as to be binding upon every such subconsultant or vendor of the Architect under this Contract.

E. The Architect shall comply with all applicable federal, state, and city laws concerning the prohibition of discrimination.

Section 3. Permits, Laws, and Taxes.

The Architect shall acquire and maintain in good standing all permits, licenses and other entitlements necessary to its performance under this Contract. All actions taken by the Architect under this Contract shall comply with all applicable statutes, ordinances, rules and regulations. The Architect shall pay all taxes pertaining to its performance under this Contract.

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Section 4. Nonwaiver.

The failure of either party at any time to enforce a provision of this Contract shall in no way constitute a waiver of the provision, nor in any way affect the validity of this Contract or any part hereof, or the right of such party thereafter to enforce each and every provision hereof.

Section 5. Amendment.

A. This Contract shall only be amended, modified or changed by a writing, executed by authorized representatives of the parties, with the same formality as this Contract was executed.

B. For the purposes of any amendment modification or change to the terms and conditions of this Contract, the only authorized representatives of the parties are:

Architect: Will Bruder or Richard Jensen, Project Architect, Principal

Foundation: Leslie Modrow, Development Director

C. Any attempt to amend, modify, or change this Contract by either an unauthorized representative or unauthorized means shall be void.

Section 6. Jurisdiction; Choice of Law.

Any civil action rising from this Contract shall be brought in the District Court for the Thirteenth Judicial District of the State of Montana, Billings. The law of the State of Montana shall govern the rights and obligations of the parties under this Contract.

Section 7. Severability.

All provisions of this Contract are severable, and any provision of this Contract decreed invalid by a court of competent jurisdiction shall not invalidate the remaining provisions of the Contract.

Section 8. Integration.

This instrument and all appendices and amendments hereto embody the entire agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein; and this Contract shall supersede all previous communications, representations or agreements, either oral or written, between the parties hereto.

Section 9. Liability and Indemnity.

The Architect shall defend and indemnify Foundation from and against any and all claims, causes of action, lawsuits, demands, judgments, damages, liabilities, and litigation costs, including reasonable attorney's fees and litigation expenses and costs, arising from or

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in any way related to the services or work provided by the Architect and/or any services or work provided by any subcontractor or subconsultant of the Architect.

Section 10. Inspection and Retention of Records.

The Architect shall, at any time during normal business hours and as often as Foundation may deem necessary, make available to Foundation and Billings, for examination, all of its records with .respect to all matters covered by this Contract for a period ending three years after the date the Architect is to complete performance in accordance with Section 2 of the Special Provisions. Upon request, and within a reasonable time, the Architect shall submit such other information and reports relating to its activities under this Contract, to Foundation and Billings, in such form and at such times as Foundation and Billings may reasonably require. At a reasonable cost to Billings, the. Architect shall permit Foundation and Billings to audit, examine and make copies of such records, and to make audits of all invoices, materials, payrolls, and other data relating to all matters covered by this Contract. Foundation and Billings may, at its option, permit the Architect to submit its records to Foundation and Billings in lieu of the retention requirements of this Section.

Section 11. Availability of Funds.

Payments under this Contract results from funds made available by donation to Foundation, and Foundation shall not be obligated to pay any amounts in excess of the donation received.

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IN WITNESS WHEREOF, the parties have executed this Contract on the date and at the place shown below.

Parmly Billings Library Foundation Architect

Name: It<i+I.Vz Title: VI CE pZF4► DtW

Date: 3 ivi•voi

Date:

ATTEST:

IRS Tax ID # P3/ 'Von

Date: _

STATE OF ARIZONA :ss.

COUNTY OF MARICOPA

On this no day of 1/144411 , 2012, before me, the undersigned, a Notary Public, personally appeared , eiomwez veAksai , known to me to be the vice pvi6i-dam of mu pykette-f- Ptewrivegt,a-b, and acknowledged to me that they dxecuted the foregoing instrument on behalf of said corporation having first been authorized to do so.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal the day and year first above written.

fiadU141&_ Nota Public Resi ing in Phoenix, Arizopa My Commission Expires: // 9Y)/ 2,-0/b?

ANGELA R. POORMAN Notary Public - State of Arizona

MARICOPA COUNTY My Commission Expires

April 1, 2018

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Appendix A

Basic Services of Architect

Section 1 Architect's Rights and Duties.

A. The Architect shall provide all professional services necessary for the complete design and construction documentation of the project. The Architect agrees that the basic services fee represents adequate and sufficient compensation for the Architect's timely provision and completion of all professional basic services (including those of its consultants of any type) necessary to completely design the project and prepare construction documents that fully indicate the requirements for construction of the work, whether or not those services are being individually listed or referred to in this agreement.

B. Ascertain such information as may have a bearing on the work from local units of government, utility companies, and private organizations and shall be authorized to procure information from other authorities besides Foundation, but shall keep Foundation advised as to the extent of these contacts and the results thereof.

C. Prepare and present such information as may be pertinent and necessary in order for Foundation to pass critical judgment on the features of the work. The Architect shall make changes, amendments or revisions in the detail of the work as may be required by Foundation. When alternates are being considered, Foundation shall have the right of selection.

D. The Architect warrants that it, and the consultants it employs on this project, are licensed to practice as required by law of the State of Montana. The Architect warrants that its designs, construction documents, and services shall conform to all federal, state and local statutes and regulations governing its services, the project, and the work.

E. Conform to the requirements of the Montana Code. Annotated Title 18 "Public Contracts" and more particularly Sections 18-2-121 and 18-2-122, and all other codes of the State of Montana applicable to providing professional services including codes and standards nationally recognized.

F. The Architect shall certify with the submission of final plans that the plans are in conformance with applicable sections of Title 69, Chapter 4, Part 5, of the Montana Code Annotated as pertaining to existing utilities.

G. To perform professional services in connection with the project and will serve as Foundation' representative in those phases of the project to which this agreement applies.

H. Submit an estimated progress schedule as to time and costs at the beginning of the work, and monthly progress reports thereafter until complete. The reports will include any problems, potential problems, and delays as foreseen by the Architect. Reports will be submitted in a timely manner to permit prompt resolution of problems.

I. Contract administration duties will include review of contractor certified payrolls for wage rate compliance. Discrepancies in certified payrolls will be resolved with the Contractor. A signed Payroll Check Sheet will be submitted as proof of this review with one copy of each payroll.

Section 2. Scope of Services

A. The Architect will provide all professional services necessary for the complete design and construction documentation of the project. The Architect shall manage the Architect's services, consult with the. Foundation, research applicable design criteria, attend project meetings, and communicate with members of the project team and report progress to the Foundation.

B. As soon as practical after execution of this agreement, the Architect shall submit to the Foundation a schedule for the performance of the Architect's services. The schedule shall include anticipated dates for the design, commencement of construction, and substantial completion of the work. The schedule shall include allowances for periods of time required for Foundation's review.

C. The Architect shall prepare schematic design documents for the Foundation's approval. The schematic design documents shall consist of drawings and other documents including a site plan 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.

D. The Architect shall consider environmentally responsible design alternatives and the value of alternative materials, building systems and equipment. The Architect shall prepare an estimated construction cost for the Foundation's review.

E. The Architect shall obtain the Foundation's written approval of a schematic design documents.

F. Following the Foundation's written approval of a schematic design documents, and any changes authorized by the, Foundation in writing, the Architect shall prepare design development documents for the Foundation's written approval. The design development documents shall illustrate and describe the development of the approved schematic design documents. The design development documents shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of the building systems to fix and describe the size and character of the project as to the architectural, structural, mechanical and electrical systems, and such other elements as may be appropriate. The design development documents also shall include outline specifications that identify major materials and systems.

G. During design development services, the Architect also shall prepare an update on the estimated cost of construction. The Architect shall submit the design development documents to the Foundation and advise the Foundation in writing of any material changes to the design or any material changes to the estimated cost of construction. The Architect shall provide for the Foundation's approval a written, itemized estimate of the cost of the work based upon the design development package produced by the Architect.

Appendix A 2

H. Once the Foundation provides written approval of the design development documents, the Architect shall prepare construction documents for the Foundation's written approval. The construction documents shall illustrate and describe any developments in the approved design development documents and shall consist of drawings and specifications. The construction documents shall indicate in detail the materials, systems, and other requirements for the construction of the work.

I. The Architect shall prepare construction documents that conform with the laws, codes, ordinances, regulations, and other requirements of governmental authorities having jurisdiction over the project.

°/4 J. Upon seventy-five

90 (1) percent completion of construction documents phase, the

Architect shall provide for the Foundation's approval a written, itemized estimate of the cost of the work.

K. The Architect shall assist the Foundation in establishing a list of prospective contractors for negotiated proposals, or shall assist the Foundation in preparing documents for competitive bidding. The Architect shall confirm the responsiveness of bids or proposals, determine the successful bid or proposal, and provide recommendations regarding award of any bid or proposal in preparing construction contracts.

L. If the bids for negotiated proposals received by the Foundation exceed the Foundation's budget for the project, the Foundation may implement one or more of the following steps:

1. Provide written approval for an increase in the budget for the project;

2. Terminate this Contract for convenience;

3. Authorize the Architect to seek additional bids or negotiated proposals;

4. Direct the Architect to revise the program, scope, or quality of the project as required to reduce the cost of the project. The Architect shall coordinate and consult with the Foundation regarding any reductions in the program, scope, or quality of the project. The Architect, and its subconsultants, shall provide these services and consultation without additional compensation.

M. The Architect shall provide construction administration services, including advice and consultation with the Foundation, during the construction phase. The Architect shall not have control over or responsibility for the Contractor's means, methods, techniques, sequences, or procedures. However, the Architect acknowledges that the Foundation is relying on the Architect's professional judgment and skill in determining whether the Contractor is constructing the project in accordance with the Contract Documents.

N. The Architect shall provide periodic site visits, and shall keep the Foundation informed about the progress and quality of the work. The Architect shall identify and inform the Foundation of any deviations from the contract documents, deviations from the construction schedule, and any defects and deficiencies observed in the work. The Architect has authority to reject work that does not

Appendix A 3

conform to the contract documents. If the Architect does not reject nonconforming work, the Architect shall demand that the Contractor bring the nonconforming work into compliance with the contract documents.

0. The Architect shall respond to requests for information and interpret the contract documents. The Architect's interpretation shall be consistent with the requirements indicated in or reasonably inferable from the contract documents and shall be in writing or in the form of drawings.

P. The Architect shall review the Contractor's payment applications, and the quality and status of the work, and shall make recommendations to the Foundation regarding applications for payment.

Q. The Architect shall review the Contractor's submittal schedule in a reasonable time period so as not to unreasonably delay construction. The Architect shall approve, reject, or take other appropriate action on contractor submittals as necessary to ascertain their conformant with the requirements for the work as indicated in the contract documents.

R. The Architect shall acknowledge receipt of each contractor generated request for information (RFI) within seven (7) days after receiving it. The Architect shall issue a written answer for each RFI simultaneously to the Contract and the Foundation(along with necessary descriptive drawings, specifications, or other documents) with the promptness necessary to avoid unnecessary delay or cost to the project, but in no case more than ten (10) days after the RFI is received by the Architect.

S. The Architect shall review any requests for change orders submitted by the Contractor, and shall make recommendations, in writing, to the Foundation regarding approval or denial of any requested change order.

T. The Architect shall conduct inspections to determine the date or dates of substantial completion and final completion, issue certificates of substantial completion, receive, organize and forward to the Foundation warranties and related documents, and issue a final certificate of payment based upon final inspection of the work.

U. Within one (1) year from the date of substantial completion the Architect shall conduct an inspection with the Foundation to review the project and identify any items that should be repaired by the Contractor under the Contractor's warranty. The Architect will communicate with the Contractor regarding any necessary warranty repairs and coordinate such repairs to the Foundation's satisfaction.

V. The Foundation may request additional services of the Architect in writing. Additional services will be requested by the Foundation, and confirmed in writing. Should the Foundation request services that the Architect believes to be outside the scope of basic services, the Architect shall, before performing those services, inform the Foundation in writing of the Architect's belief that the services requested are additional services, and shall provide an estimate in writing to the Foundation of the probable total of additional service fees to be incurred in performing the services requested.

Appendix A 4

Section 3. Claims and Disputes Between Architect and Foundation

A. In the event of any dispute or claim between the Architect and Foundation arising out of the services performed under this contract, the parties shall engage in mediation as a condition precedent to litigation.

B. Any mediation will be held in Billings, Montana. The parties agree to split the cost of mediation equally. The parties agree that any mediation may include other parties, including the Contractor, subconsultants, or subcontractors as appropriate.

C. Any agreement reached at a mediation shall be enforceable in any court having jurisdiction.

D. In the event the parties are unable to resolve their agreement through mediation, the parties will submit their dispute to litigation. Any litigation must be filed in a Thirteenth Judicial District Court, Yellowstone County, Montana.

E. The law of the State of Montana shall apply to this contract, and to any disputes arising out of the work performed by the Architect or the Architect's subconsultants.

Appendix A 5

Appendix B

Methods and Times of Payment

Section 1. Payments for Basic Services.

Billings and Foundation shall authorize payment to the Architect for services performed under this Contract. Architect shall submit invoices on a monthly basis. Each invoice shall be for the proportion of work completed by Architect, less payments previously made. Both Billings and Foundation must review and approve all invoices submitted. Foundation and Billings shall have 25 days to review invoices. Foundation will make payment of approved amounts within 15 days of approval by both Billings and Foundation.

A. For services rendered prior to construction, Appendix A, the Architect shall be paid based upon actual time accrued, but not to exceed the following amounts:

1. Programming and Conceptual Design $143,304

2. Schematic Design $305,927

3. Design Development $394,901

4. Construction Documents $684,989

5. Bidding/Negotiation $32,207

6. Construction Administration $290,766

Sub-Total $1,852,094

1. Reimbursables $99,500

Total $1,951,594

B. Final payment shall be the above stated basic fee less all previous payments.

Section 2. Additional Services

If Foundation requests, in writing, Additional Services, those services shall be paid for, on an hourly basis in accordance with the Hourly Rate Schedule attached as Appendix . C.

Section 3. Corrections

If errors or omissions are identified in the drawings or specifications provided by the Architect or its consultants, the Architect or its consultants will correct the drawings or specifications without charge.

Appendix C

Schedule of Hourly Fees for Additional Services

will bruder+PARTNERS LTD sr. principal $180.00/hour principal $160.00/hour project architect $95.00/hour interior designer $85.00/hour tech 1 $85.00/hour tech 2 $75.00/hour tech 3 $65.00/hour tech 4 $55.00/hour tech 5 $45.00/hour intern $40.00/hour clerical/support $40.00/hour

02 Architects principal $105.00/hour project Manager $90.00/hour project Architect $75.00/hour designer/CAD Draftsman $65.00/hour administrative $45.00/hour

GrEn A/E Consultants LLC

08/2010 to 08/2011 principal $160.00/hour specification writer $140.00/hour word processor $75.00/hour



rudow + berry, inc principal $135.00/hour senior engineer $105.00/hour project engineer $85.00/hour designer $65.00/hour sr.cadd draftsman $95.00/hour cadd draftsman $75.00/hour jr.cadd draftsman $55.00/hour field inspector $65.00/hour secretarial $45.00/hour

Associated Construction Engineering, Inc principal $130.00/hour sr. engineer $110.00/hour engineer $95.00/hour designer $80.00/hour cadd technician $65.00/hour administrative $55.00/hour

Terracon principal $150.00-$180.00/hour sr. engineer/geologist $85.00-$140.00/hour engineer/geologist $70.00-$100.00/hour technician $50.00-$85.00/hour clerical $60.00/hour special consult (4hr min) $150.00-220.00/hour

Sanderson Stewart special consultant $250.00/hour principal $182.00/hour senior engineer $124.00/hour project engineer $90.00/hour staff engineer $80.00/hour engineer intern $69.00/hour landscape planner/ architect $110.00/hour landscape designer $80.00/hour senior land surveyor $108.00/hour professional land surveyor $99.00/hour staff surveyor $79.00/hour designer $75.00/hour cadd technician $71.00/hour senior const engineering tech $94.00/hour

construction engineering tech $69.00/hour construction inspector $68.00/hour project administrator $71.00/hour administrative /clerical $54.00/hour

Foley Group principal $105.00/hour staff landscape architect $75.00/hour

roger smith lighting design principal $85.00/hour drafting $55.00/hour

Mckay Conant Hoover principal consultants $165.00/hour supervisory consultants $155.00/hour senior consultants $130.00/hour consultants $100.00/hour

Landmark Kitchen Designs, LLC principal $100.00/hour project manager $85.00/hour cadd draftsman $65.00/hour administrative $45.00/hour

Design Balance LLC principal sustainability $150.00/hour LEED tech coordinator $60.00/hour LEED assistant $30.00/hour

EMC Engineers, Inc Principal $212.60/hour adv sr. elect engineer 8 $188.47/hour adv sr. mech engineer 8 $190.31/hour adv sr. elect engineer 7 $176.97/hour adv sr. mech engineer 7 $171.55/hour sr. electrical engineer 6 $140.52/hour sr. mechanical engineer 6 $150.02/hour sr. electrical engineer 5 $124.12/hour sr. mechanical engineer 5 $131.29/hour

staff electrical engineer 4 $114.70/hour staff mechanical engineer 4 $119.37/hour staff electrical engineer 5 $113.36/hour staff mechanical engineer 5 $101.25/hour jr. electrical engineer 2 $89.79/hour jr. mechanical engineer 2 $88.61/hour jr. electrical engineer 1 $83.18/hour jr. mechanical engineer 1 $81.02/hour designer 4 $100.27/hour designer 3 $99.66/hour designer 2 $87.89/hour designer 1 $73.19/hour cad operator 4 $101.43/hour cad operator 3 $76.69/hour cad operator 2 $66.12/hour cad operator 1 $53.80/hour technician 4 $88.20/hour technician 3 $77.02/hour technician 2 $70.44/hour technician 1 $51.74/hour clerical $60.45/hour accounting $83.37/hour

Michael Elevator Service Company senior consultant $180.00/hour field engineer & QEI $125.00/hour cadd $105.00/hour administration/clerical $40.00/hour

Hulteng CCM, Inc. Senior Estimator $90.00/hour

CCMC certified cost consultant $116.00/hour senior cost estimator $97.00/hour administration/clerical $37.00/hour

Appendix D

Schedule for Completion of Design Services

See 10132-PBL Construction Schedule-Consultants.x2

wrn I ode ARThJERS LTD 2524 North 24th Street Phoenix, Arizona 8500 602 324 0 T tax 602 324 6001 rw wl/lbruder.co

parmly billings library construction documents schedule

2 january

CD kick-off with team / team planning and staffing

3 january LEED conference call

3-6 january drawing review / coordination / drawing development

3-6 january door hardware kickoff

3-6 january finishes selections kickoff

9 january CD kick-off with consultants

9-13 january acoustic review and revisions

9-13 january finishes / hardware / drawing development

16-20 january finishes / drawing development

17 january / 8am-4pm 1/4" plan workshops billings

17 january / 4-5pm LEED presentation billings

17 january / 5-8pm finishes presentation billings

page 1 of 3 10132-PBL CONSTRUCTION DOCUMENTS SCHEDULE-CONSULTANTS

18 may bid addendum / pick up city comments

29 may building package bid opening

11 june council approval-building package tentative 2nd monday

23 june ground breaking

23 june 2012- construction administration through substantial completion 31 october 2013 estimated

1 november 2013- furniture and material install 20 december 2013 estimated

23 december 2013 library opens estimated

23 december 2013- construction administration of old library demo 31 march 2014 estimated

1 april 2014- construction administration of site work 27 june 2014 estimated

page 3 of 3

hfn ca

$17,

totals

$761,446

$26,425

$34,025

$4,316 $3

$0 $2,500

$1,650 $14,850

$1,143,996 $22.971 $208,791

Parmly Billings Library

architectrire-basic services

vertierd circulation

program concept sd

nots* 0050

343,,160

dd

$53,950

cd

,061

$75,530

erg design $0 ,$9,249 $9,249 $5,427

strietural $0 $16,500 $20,625 $28,875

cost estimating-hasic services $0 $17,600 $7,300 $9,125

subtotals $0 $0 $176,614 $266.702 $468,918

Exhibit 'E' Basis for Compensation

$11,800

survey

$0 $0 $5,500

$0

$0

$0

$6,600

uharced commissioning

$0 $0 $1,355 $1,354 $6,623

$0 $4,416

$13,748

fundamental commissioning

$0 $0

$873 $874 $30,707

$0 $20,472

$52,926

LEER design services $0 $10,643 $15,306 $24,441

$0

$0

$50,390

$78,493 $64,811 $129,313 $128,199 $216,071 $9,236 $81,975

$708,098

Gape architecture

$0 $24,125 $28,950 $27,020 $1,930 $14,475

$96,500

figni re fixtures & equipment

$0 $18,222 $28,235 $32,940 $4,706 $9,412 , $94,115

enirkonmental graphics

$0 $7,000 $8,350 $12,250

$7,000

$35,000

$0 $8,100 $10,200 $14,200 $900 $5,800

geolechnical

aceuldical engineering

$0 $6,000 $6,700 $8,000

$0 $4,700

$25,400

$0 $2,500 $2,050 $5,050 $1,700 $4,600

$15,900

hihtlien

energy/daylight modeling

$0 $15,400 $1,400 $7,100

$23,900

LEM administration

$0 $0 $5,550 $5,550 $14,800

$0 $11,100

$37,000

subtotals

program concept sd id cd ca totals

3,.11

additional service fees

ture-add. services

total

$1,852,094

$ 33,000 $ 60,000 $ 2,000 $ 4,500

99,500 $ 1,951,594

reimbursables total contract sum

basic fees $ 1,561,815

290,279 1,852,094

$ 1,561,815 $ 94,115 $ 177,964

$ 11,600 $ 6,600 add service fees

total fees

Parmly Billings Library

Exhibit 'F' cost of work

Cost of the Work with owner maintaining occupancy of current library during construction Building Construction Budget-baseline

$ 13,588,756

Original Building Demolition Cost Estimate

695,000

Furniture, Finishings, & Equipment $ 1,180,000 base furniture per program $ 1,180,000

Environmental Graphics 170,000 interior and exterior signage

Specialty Library Costs Estimate 374,450 low voltage/voice/IT distribution (contract) telephone system $ 40,000 security system (in contract) computer equipment $ 334,450

Soft costs $ 1,991,794 professional fees FFE fees LEED design services LEED registration and fees (N.I.C.) geotechnical engineering survey special inspections allowance (N.I.C) printing/plotting allowance travel allowance mileage courier allowance

soft costs including reimbursables in contract

Total Baseline Cost $ 18,000,000

Subtotal baseline costs $ 18,000,000

gifts for additional features or goals reflecting pool

$ 100,000 LEED gold

$ 200,000

Total project budget $ 18,300,000

Building Construction Budget-with additional features $ 13,888,756

ORDINANCE NO. 12-___________ AN ORDINANCE OF THE CITY OF BILLINGS, PROVIDING

THAT THE BILLINGS, MONTANA, CITY CODE BE AMENDED BY REVISING ARTICLE 22-900; PROVIDING THE METHOD FOR THE SALE, EXCHANGE OR DONATION OF CITY-OWNED REAL PROPERTY

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BILLINGS, MONTANA: Section 1. That Article 22-900 of the Billings, Montana City Code be amended so that such Article shall read as follows:

“ARTICLE 22-900. SALE, EXCHANGE OR DONATION OF CITY REAL PROPERTY

DISPOSAL OR LEASE

Sec. 22-901. State law superseded. Pursuant to the city’s self-government powers, Section 7-8-4201, MCA, of the state law dealing with the disposal, donation,

lease or sale of city property is hereby superseded.

Sec. 22-902. Sale, Exchange or donation disposal or lease of city real property

.

(1) Subject to the provisions of subsections (1a) and (2b) below, the cCity cCouncil may sell, exchange or donate dispose of, or lease any real property belonging to the city, including property held in trust for a specific purpose, by a resolution passed by six (6) of the cCity cCouncil members present. T

he City Council shall advertise for competitive bids on any real property prior to sale, exchange or donation. The City Council shall have the authority and discretion to select the bid that is in the best interest of the City, conditionally accept a bid or it may reject any and all bids. Other local, state or federal governmental entities expressing interest shall be exempt from competitive bidding, and the City Council may sell, exchange or donate specific real property to such governmental entities without a competitive bidding process. However, the Council shall proceed as provided in subsections (a) and (b) and approve the Resolution described above when considering the sale, exchange or donation to another governmental entity.

In its discretion, the City Council may consider and impose deed restrictions relating to the use or subsequent sale of the property as a condition of the sale, exchange or donation of land.

Prior to selling, exchanging or donating leasing or disposing of said real property, the city administrator or his/her

designee shall:

(1) (a) Publish notice in the legal newspaper of the city of the intention to sell, exchange or donate such property and requesting competitive bids prior to the sale, exchange or donation lease or dispose of such lands, giving the public the opportunity to be heard regarding such action. Said notice shall be published no less than

fifteen (15) days in advance of the date of the public hearing.

(2) (b) Notify, by mail, all property owners within three hundred (300) feet of the exterior boundaries of the real property subject to sale, exchange lease or disposal donation fifteen (15) calendar

days in advance of the time, date, place of the public hearing and the existing and proposed use.

(2) Leases of city-owned real property shall be excluded from this section and will be approved in the same manner as all other contracts submitted to the city for approval.

(3) The City Administrator is hereby authorized to establish procedures to implement this section including establishment of sale criteria or conditions, a minimum sale price or exchange value and shall have discretion to develop individualized marketing plans to maximize land value and promote City land use policies. The City Administrator is authorized to the prepareation of all appropriate documents for signature by the Mayor.

Section 2. EFFECTIVE DATE

. This ordinance shall be effective thirty (30) days after second reading and final adoption as provided by law.

Section 3. REPEALER

. All resolutions, ordinances, and sections of the Billings, Montana City Code inconsistent herewith are hereby repealed.

Section 4. SEVERABILITY. If any provision of this ordinance or the application thereof to any person or circumstances is held invalid, such invalidity shall not affect the other provisions of this ordinance which may be given effect without the invalid provisions or application, and, to this end, the provisions of this ordinance are declared to be severable.

PASSED by the City Council on first reading this ______ day of _________________________________, 2012. PASSED, ADOPTED and APPROVED on second reading this ______ day of _________________________________, 2012. CITY OF BILLINGS By_______________________________ Mayor ATTEST: By ______________________________ City Clerk

SUN MON TUE WED THU FRI SAT

1 Burn the Point Downtown 5:30pm-12:30am

2 3 4 5 6 7 8 Miles of Smiles Rimrock Road 7am –11:30am Stride for Pride 7am-11:30am Rose Park Area Hope Fest Parade 8am-6pm

9 10 11 12 13 14 Skyview High Home-coming Parade Heights 12-50pm-2pm

15

16 Montana Marathon Molt Mt start Daylis Stadium Finish 6am-1pm

17 18 19 20 21 22

23 24 25 26 27 28 29 * Run for Aurora ON HOLD

30

September 2012

Special Event Calendar *Approval Pending For questions or details: [email protected]


1 2 3 4 5 6 *Oktoberfest Duathlon 7am-2pm Westend

7 8 9 10 11 12 13 Harvestfest 6am-5pm Downtown

14 15 16 17 18 19 20 (Rain Date ) Harvestfest 6am-5pm Downtown

21

22 23 24 25 26 27

28 29 30 31

October 2012



1 2 3

4 5 6 7 8 9 10

11 12 13 14 15 16 17

18

19 20 21 22 Run Turkey Run Downtown 8am-Noon

23 Holiday Parade Parade Route Staging 5:30pm Start 7pm

24

25 26 27 28 29 30

November 2012


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