STATE OF MONTANA

DEPARTMENT OF ADMINISTRATION
ARCHITECTURE AND ENGINEERING DIVISION
1520 East Sixth Avenue P.O. !x 20010" He#ena $T 5%&20'010"
Ph!ne( )0& )))'"10) *ax( )0& )))'""%%
STANDARD FORM OF AGREEMENT BETWEEN
OWNER AND ARCHITECT/ENGINEER
This AGREEMENT is made as of: July 19, 2014
BETWEEN the State of Montana, acting through its Director, Department of dministration, hereinafter identified
as the !OWNER":
Department of Administration, State of Montana
P.O. Box 200103, 1520 East Sixth Avene
!e"ena, M# 5$%20&0103
nd the ARCHITECT/ENGINEER: '()*M +AME,
'ADD*ESS,
'-)#., S#A#E, /)P,
'phone, fax,
#or the follo$ing %ro&ect: 'P*O0E-# +AME,
'A1E+-. +AME,
'A2E P*O0E-# 3,
1 PART 1
1.1 COMPENSATION
1'1'1 The ($ner shall compensate the rchitect)*ngineer in accordance $ith the full Terms and
+onditions of this greement as follo$s:
1'1'2 The compensation in this greement is a ,ump-Sum, #i.ed #ee amount for all Ser/ices,
0esponsi1ilities, and Duties of the rchitect)*ngineer re2uired to complete the %ro&ect' 3f there are
ser/ices re2uired 1eyond the scope of this greement, such ser/ices shall 1e negotiated $ith the
($ner' Ser/ices 1eyond the scope of this greement must 1e authori4ed 1y the ($ner prior to
performance of such ser/ices or they shall 1e at the rchitect)*ngineer5s e.pense'
1'1'6 The ($ner $ill ma7e progress payments to the rchitect)*ngineer on account of ser/ices rendered'
ny remaining amounts due after Su1stantial +ompletion $ill 1e paid to the rchitect)*ngineer upon
completion of particular ser/ice items delineated in this greement or upon #inal cceptance of the
%ro&ect, $hiche/er is later'
268894144'doc %age 1 of 29
#orm 0e/ision :July 1, 2011;
1'1'4 *ach re2uest for payment su1mitted 1y the rchitect)*ngineer shall 1e on the ($ner5s form' %ay
re2uests shall 1e su1mitted to the ($ner on not more than a monthly 1asis' The ($ner has thirty
:60; calendar days from the date of receipt to process payment to the rchitect)*ngineer of all
undisputed amounts'
1'1'9 3f the ($ner determines that any representations on pay re2uests su1mitted 1y the
rchitect)*ngineer are $holly or partially inaccurate, the ($ner may $ithhold payment of amounts
in dispute until the inaccuracy and its cause ha/e 1een corrected to the ($ner5s satisfaction'
1'1'< The ($ner may ma7e deductions or $ithhold payment of amounts in dispute or for damages to the
($ner in/ol/ing the rchitect)*ngineer or the rchitect)*ngineer5s consultants'
1'1'= >y su1mission of the final pay re2uest the rchitect)*ngineer certifies to the ($ner that all 1ills for
materials, supplies, utilities and for all other items or ser/ices furnished or caused to 1e furnished
and used in the e.ecution of this greement ha/e 1een fully paid to date and that there are no
unpaid claims or demands of State or #ederal gencies, consultants, employees, or any others
resulting from or arising out of any $or7 done under this greement'
1'1'8 0eim1ursa1le *.penses'
1'1'8'1 ll reim1ursa1le e.penses for ser/ices as part of this greement are included in the Total
Sum'
1'1'8'2 0eim1ursa1le *.penses are defined as:
1'1'8'2'1 transportation in connection $ith the %ro&ect, out-of-to$n tra/el and
su1sistence, and electronic communications?
1'1'8'2'2 document reproductions for other than 1idding purposes, plots, standard form
documents, telephone)cell phone, postage, handling and deli/ery?
1'1'8'2'6 e.pense of professional lia1ility insurance dedicated e.clusi/ely to this %ro&ect
or the e.pense of additional insurance co/erage or limits re2uested 1y the
($ner in e.cess of that normally carried 1y the rchitect)*ngineer and the
rchitect)*ngineer5s consultants? and,
1'1'8'2'4 other similar direct %ro&ect-related e.penditures'
1'1'9 0ecords of e.penses for all ser/ices performed, changes in ser/ice, reim1ursa1le e.penses, and
other e.penses shall 1e a/aila1le to the ($ner or the ($ner5s authori4ed representati/e at mutually
con/enient times'
1'1'10 (ther e.penses incurred 1y the rchitect)*ngineer may 1e compensated if authori4ed in ad/ance
1y the ($ner' ll (ther e.penses shall 1e negotiated $ith and appro/ed 1y the ($ner prior to the
rchitect)*ngineer incurring such e.penses'
1.2 ENUMERATION OF AGREEMENT
1'2'1 This greement represents the entire and integrated agreement 1et$een the ($ner and the
rchitect)*ngineer and supersedes all prior negotiations, representations or agreements, either
$ritten or oral' This greement may 1e amended only 1y $ritten instrument signed 1y 1oth ($ner
and rchitect)*ngineer' This greement is also comprised of:
1'2'1'1 ($ner5s 3nitial 3nformation document dated @enter dateA?
1'2'1'2 ($ner5s %erformance and Document Su1mission 0e2uirements document as posted under
the )* Ser/ices portion of the ($ner5s $e1 site at http:))architecture'mt'go/) in effect at the
time of e.ecution of this greement'
1'2'1'6 (ther documents enumerated as follo$s:
1'2'1'6'1 @,ist other documents, if any, forming part of this greementA
1'2'1'4 Special terms and conditions that form part of this greement are as follo$s:
1'2'1'4'1 @,ist special terms and conditionsA
1'2'2 >y e.ecuting this greement the rchitect)*ngineer represents, ac7no$ledges, and agrees that the
greement incorporates all of the re2uirements of the documents and items enumerated a1o/e and
agrees to 1e 1ound 1y the same'
1.3 PROJECT TEAM
1'6'1 The ($ner5s pro&ect manager:s; and gency representati/e:s; shall 1e as defined in the 3nitial
3nformation document'
1'6'2 The ($ner5s %ro&ect Manager :respecti/e to the phase of the %ro&ect; is authori4ed to act on the
($ner5s 1ehalf' The ($ner or the ($ner5s %ro&ect Manager shall render decisions in a timely
manner in order to a/oid unreasona1le delay in the orderly and se2uential progress of the
rchitect)*ngineer5s ser/ices'
268894144'doc %age 2 of 29
#orm 0e/ision :July 1, 2011;
1'6'6 The gency may 1e comprised of multiple groups or indi/iduals' The rchitect)*ngineer shall 1e
a$are that the gency is not a1le to 1ind the ($ner and shall communicate and coordinate $ith the
($ner5s %ro&ect Manager in all instances regarding the %ro&ect, 3nitial 3nformation, %ro&ect %rogram,
%ro&ect Schedule, %ro&ect >udget, transfers of information, scheduling meetings, and any gency
re2uests'
1'6'4 The rchitect)*ngineer shall communicate $ith the gency through the ($ner5s %ro&ect Manager
unless gi/en permission 1y the %ro&ect Manager to communicate and coordinate directly $ith the
gency'
1'6'9 The rchitect)*ngineer5s representati/e shall 1e as defined in the 3nitial 3nformation document' The
rchitect)*ngineer5s Designated 0epresentati/e shall 1e authori4ed to act on the
rchitect)*ngineer5s 1ehalf $ith respect to the %ro&ect and to 1ind the rchitect)*ngineer and the
rchitect)*ngineer5s consultants'
1.4 GENERAL TERMS AND CONDITIONS
1'4'1 The ($ner and rchitect)*ngineer shall cooperate $ith one another to fulfill their respecti/e
o1ligations under this greement' >oth parties shall endea/or to maintain professional $or7ing
relationships among all mem1ers of the %ro&ect Team'
1'4'2 ,icensing 0e2uirements' >y signature on this greement, the declaration is made that the
rchitect)*ngineer is professionally 2ualified, registered, and licensed to practice in the State of
Montana' 3n accordance $ith Montana la$, the rchitect)*ngineer shall stamp and sign the
+ontract Documents :dra$ings and specifications;'
1'4'6 The rchitect)*ngineer shall 1e responsi1le for the professional 2uality, technical accuracy, and
coordination of all concepts, programming, reports, designs, dra$ings, specifications, and other
ser/ices furnished under this greement' The rchitect)*ngineer shall, $ithout additional
compensation, correct or re/ise any errors, deficiencies, or omissions in concepts, programming,
reports, designs, dra$ings, specifications, estimates, and other ser/ices'
1'4'4 Beither the ($ner5s re/ie$, appro/al or acceptance of, nor payment for, the ser/ices re2uired under
this greement shall 1e construed to operate as a $ai/er of any rights under this greement or of
any cause of action arising out of the performance of ser/ices under this greement, and the
rchitect)*ngineer shall 1e and remain lia1le to the ($ner in accordance $ith applica1le la$ for all
costs and damages to the ($ner caused 1y the rchitect)*ngineer5s negligent performance of any
of the ser/ices furnished under this greement'
1'4'9 0ights C 0emedies' The rights and remedies of the ($ner allo$ed 1y la$ are in addition to any
rights and remedies pro/ided in this greement'
1'4'< 0elationship' The relationship of the rchitect)*ngineer to the ($ner under this greement is that
of an 3ndependent +ontractor' The rchitect)*ngineer :and the rchitect)*ngineer5s consultants; is
not an employee of the ($ner, is not carrying out the regular 1usiness of the ($ner, and is not
su1&ect to the same employment regulations as applica1le to employees of the ($ner' *ach of the
parties $ill 1e solely and entirely responsi1le for their o$n acts and the acts of their employees' Bo
1enefits, special considerations, or employer)employee-type pro/isions are pro/ided 1y the ($ner
to the rchitect)*ngineer, the rchitect)*ngineerDs employees, or the rchitect)*ngineer5s
consultants, or the consultants5 employees'
1'4'= Successors and ssigns' The ($ner and the rchitect)*ngineer each 1ind themsel/es, their
partners, successors, legal representati/es, and assigns to the other party to this greement and to
the partners, successors, legal representati/es and assigns of such other party in respect to all
co/enants of this greement' Beither the ($ner nor the rchitect)*ngineer shall assign or transfer
its interest in this greement $ithout $ritten consent of the other'
1'4'8 0ecords and Documentation:
1'4'8'1 The rchitect)*ngineer and the rchitect)*ngineer5s consultants shall 1e a$are that all
documentation, including electronic correspondence, in the ($ner5s possession are pu1lic
records and the ($ner is o1ligated to ma7e all such records a/aila1le upon re2uest to any
party or indi/idual unless such records meet statutory re2uirements or Montana
dministrati/e 0ules for confidentiality and non-disclosure'
1'4'8'2 The ($ner shall ha/e access to all records, documents, correspondence, and files of the
rchitect)*ngineer, its employees, engineers, and consultants pertaining to the %ro&ect' This
access shall 1e continuing and sur/i/e #inal cceptance of the %ro&ect or the termination of
this greement for either cause or con/enience' Such records shall 1e 7ept in a generally
recogni4ed format for a period of three :6; years from the effecti/e date of termination of this
greement or #inal cceptance of the %ro&ect 1y the ($ner' ll records shall 1e a/aila1le
to the ($ner, ,egislati/e uditor, and the ,egislati/e #iscal nalyst or their authori4ed
representati/es' The ($ner does not consider documents, files, and records in the
rchitect)*ngineer5s possession or the rchitect)*ngineer5s consultants5 possession to 1e
pu1lic records unless determined to 1e so 1y la$ or unless they come into the ($ner5s
possession' ccess and re/ie$ does not constitute possession 1y the ($ner'
268894144'doc %age 6 of 29
#orm 0e/ision :July 1, 2011;
1'4'9 The rchitect)*ngineer $arrants that he has not employed or retained any person, partnership, or
corporation, other than a 1ona fide employee or principal o$ner $or7ing for the rchitect)*ngineer
to solicit or ac2uire the %ro&ect descri1ed in this greement'
1'4'10 Bothing contained in this greement shall create a contractual relationship $ith or a cause of action
in fa/or of a third party against either the ($ner or rchitect)*ngineer e.cept as pro/ided in the
"Dispute 0esolution" article of this greement'
1.5 RESPONSIBILITIES OF THE PARTIES
1'9'1 ($ner5s 0esponsi1ilities:
1'9'1'1 Enless other$ise pro/ided under this greement, the ($ner shall pro/ide information in a
timely manner regarding re2uirements and parameters of the %ro&ect' The ($ner shall
furnish information, in con&unction $ith the rchitect)*ngineer5s ser/ices, setting forth the
($ner5s o1&ecti/es, schedule, constraints and criteria, including space re2uirements and
relationships, special e2uipment, systems and site re2uirements as applica1le to the
%ro&ect'
1'9'1'2 The ($ner shall e.amine documents su1mitted 1y the rchitect)*ngineer and shall render
decisions pertaining thereto'
1'9'1'6 The ($ner shall furnish the ser/ices of consultants other than those designated as part of
the rchitect)*ngineer5s responsi1ility or authori4e the rchitect)*ngineer to furnish them as
a change in ser/ice or scope'
1'9'1'4 The ($ner shall furnish testing, inspections, and reports as necessary for the %ro&ect such
as geotechnical, structural, mechanical, chemical, ha4ardous materials, and other
la1oratory tests, inspections, and reports not incorporated into this greement or shall
authori4e the rchitect)*ngineer to furnish them as a change in ser/ice or scope'
1'9'1'9 The ($ner shall furnish accounting and auditing ser/ices as may 1e necessary for the
%ro&ect as he may re2uire to ascertain ho$ or for $hat purposes the rchitect)*ngineer has
used the funds paid under the terms of this greement'
1'9'1'< 3f the ($ner o1ser/es or other$ise 1ecomes a$are of any error, fault, omission, or defect in
the %ro&ect or non-conformance $ith the documentation or %lans and Specifications, he
shall gi/e prompt notice thereof to the rchitect)*ngineer'
1'9'1'= Epon re2uest, the ($ner shall prepare for the rchitect)*ngineer the necessary 1idding
information, $age rates, and the Feneral and any Supplementary Feneral +onditions of the
+onstruction +ontract, commonly called the G>oiler %lateG, and other specifications deemed
necessary 1y the ($ner, for inclusion into the +ontract Documents' >oiler plate and
1idding information pro/ided 1y the ($ner shall 1e included in the 1idding documents
$ithout modification 1y the rchitect)*ngineer unless changes are re2uested and)or
appro/ed 1y the ($ner' ny changes made 1y the rchitect)*ngineer $ithout consent of
the ($ner shall 1e the rchitect)*ngineer5s responsi1ility'
1'9'2 rchitect)*ngineer5s 0esponsi1ilities:
1'9'2'1 The rchitect)*ngineer5s ser/ices shall 1e performed as e.peditiously as is consistent $ith
professional s7ill and care, the essential orderly progress of the %ro&ect, and in accordance
$ith the %ro&ect Schedule' The rchitect)*ngineer recogni4es and agrees that time is of the
essence of this greement in the performance of its ser/ices'
1'9'2'2 The rchitect)*ngineer shall maintain the confidentiality of information specifically
designated as confidential 1y the ($ner, unless $ithholding such information $ould /iolate
the la$ or create the ris7 of significant harm to the pu1lic' The rchitect)*ngineer shall
re2uire similar agreements of the rchitect)*ngineer5s consultants to maintain the
confidentiality of information specifically designated as confidential 1y the ($ner'
1'9'2'6 *.cept $ith the ($ner5s 7no$ledge and e.press $ritten consent, the rchitect)*ngineer
shall not engage in any acti/ity, or accept any employment, other agreement, interest, or
contri1ution that $ould reasona1ly appear to compromise the rchitect)*ngineer5s
professional &udgment $ith respect to this %ro&ect'
1'9'2'4 The rchitect)*ngineer is e.pressly prohi1ited from participating in or 1idding on any part of
the +ontract for +onstruction or multiple construction contracts, if any, let 1y the ($ner'
1'9'2'9 The rchitect)*ngineer shall re/ie$ la$s, codes, and regulations applica1le to the
rchitect)*ngineer5s ser/ices' The rchitect)*ngineer shall respond in the design of the
%ro&ect to re2uirements imposed 1y go/ernmental authorities ha/ing &urisdiction o/er the
%ro&ect'
1'9'2'< The rchitect)*ngineer shall 1e entitled to rely on the accuracy and completeness of
ser/ices and information furnished 1y the ($ner and)or the gency' The rchitect)*ngineer
shall pro/ide prompt $ritten notice to the ($ner if the rchitect)*ngineer 1ecomes a$are of
any errors, omissions, or inconsistencies in such ser/ices or information'
268894144'doc %age 4 of 29
#orm 0e/ision :July 1, 2011;
1'9'2'= #*D*0, 00 +(BT0+T 0*HE30*M*BTS
!D(*" means the federal Department of *nergy
!(M>" means the federal (ffice of Management and >udget
!D*H" means the state Department of *n/ironmental Huality
1'9'2'='1 *HE, (%%(0TEB3TI' The rchitect)*ngineer and all su1-consultants must
comply $ith applica1le federal, state, and municipal la$s, codes, and regulations for $or7
performed under this +ontract' The rchitect)*ngineer and any su1-consultant must, in
performance of $or7 under this contract, fully comply $ith all applica1le federal, state, or
local la$s, rules and regulations, including the Montana Juman 0ights ct, Title K3 of the
+i/il 0ights ct of 19<4, the ge Discrimination ct of 19=9, the mericans $ith Disa1ilities
ct of 1990, Section 904 of the 0eha1ilitation ct of 19=6, Title 3L of the *ducation
mendment of 19=2, and the #air Jousing ct' ny su1letting or su1contracting 1y the
rchitect)*ngineer su1&ects su1-consultants to the same pro/ision' 3n accordance $ith
section 49-6-20=, M+, the rchitect)*ngineer agrees that the hiring of persons to perform
the contract $ill 1e made on the 1asis of merit and 2ualifications and there $ill 1e no
discrimination 1ased upon race, color, religion, creed, political ideas, se., age, marital
status, physical or mental disa1ility, or national origin 1y the persons performing the
contract' 3f, during any 12-month period :including the 12 months preceding the a$ard of
this contract;, the rchitect)*ngineer has 1een or is a$arded none.empt #ederal contracts
and)or su1contracts that ha/e an aggregate /alue in e.cess of M10,000, the
rchitect)*ngineer shall comply $ith the su1paragraphs 1elo$' Epon re2uest, the
rchitect)*ngineer shall pro/ide information necessary to determine the applica1ility of this
clause' During performing this contract, the rchitect)*ngineer agrees as follo$s:
1'9'2'='1'1 The rchitect)*ngineer shall not discriminate against any employee or
applicant for employment 1ecause of race, color, religion, se., or national origin'
1'9'2'='1'2 The rchitect)*ngineer shall ta7e affirmati/e action to ensure that
applicants are employed, and that employees are treated during employment, $ithout
regard to their race, color, religion, se., or national origin' This shall include, 1ut not 1e
limited to, :i; employment, :ii; upgrading, :iii; demotion, :i/; transfer, :/; recruitment or
recruitment ad/ertising, :/i; layoff or termination, :/ii; rates of pay or other forms of
compensation, and :/iii; selection for training, including apprenticeship'
1'9'2'='1'6 The rchitect)*ngineer shall, in all solicitations or ad/ertisement for
employees placed 1y or on 1ehalf of the rchitect)*ngineer, state that all 2ualified
applicants $ill recei/e consideration for employment $ithout regard to race, color,
religion, se., or national origin'
1'9'2'='1'4 The rchitect)*ngineer shall permit access to its 1oo7s, records, and
accounts 1y the contracting agency or the (ffice of #ederal +ontract +ompliance
%rograms :(#++%; for the purposes of in/estigation to ascertain the
rchitect)*ngineerDs compliance $ith the applica1le rules, regulations, and orders'
1'9'2'='1'9 3f the (#++% determines that the rchitect)*ngineer is not in
compliance $ith this clause or any rule, regulation, or order of the Secretary of ,a1or,
this contract may 1e canceled, terminated, or suspended in $hole or in part and the
rchitect)*ngineer may 1e declared ineligi1le for further Fo/ernment contracts, under
the procedures authori4ed in *.ecuti/e (rder 1124<, as amended' 3n addition,
sanctions may 1e imposed and remedies in/o7ed against the rchitect)*ngineer as
pro/ided in *.ecuti/e (rder 1124<, as amended, the rules, regulations, and orders of
the Secretary of ,a1or, or as other$ise pro/ided 1y la$'
1'9'2'='1'< The rchitect)*ngineer shall ta7e such action $ith respect to any
su1contract or purchase order as the contracting agency may direct as a means of
enforcing these terms and conditions, including sanctions for noncompliance? pro/ided,
that if the rchitect)*ngineer 1ecomes in/ol/ed in, or is threatened $ith, litigation $ith a
su1-consultant or /endor as a result of any direction, the rchitect)*ngineer may
re2uest the Enited States to enter into the litigation to protect the interests of the Enited
States'
1'9'2'='2 B(B-S*F0*FT3(B' >y the su1mission of this 1id, the rchitect)*ngineer
agrees to the follo$ing:
1'9'2'='2'1 !>y su1mission of my 1id for this pro&ect, 3 certify that 3 do not maintain
or pro/ide for my employees any segregated facilities at any of my esta1lishments, and
that 3 do not permit my employees to perform their ser/ices at any locations, under my
control, $here segregated facilities are maintained' 3 certify further that 3 $ill not
maintain or pro/ide for my employees any segregated facilities at any of my
esta1lishments, and that 3 $ill not permit my employees to perform their ser/ices at any
location, under my control, $here segregated facilities are maintained' 3 agree that a
1reach of this certification is a /iolation of the e2ual opportunity clause of this contract'
s used in this certification, the term Gsegregated facilitiesG means any $aiting rooms,
$or7 areas, restrooms and $ashrooms, restaurants and other eating areas, time cloc7s,
loc7er rooms and other storage or dressing areas, par7ing lots, drin7ing fountains,
recreation or entertainment areas, transportation and housing facilities pro/ided for
employees $hich are segregated on the 1asis of race, color, religion, or national origin
1ecause of ha1it, local custom, or other$ise' 3 further agree that 3 $ill o1tain identical
certifications from proposed su1-consultants prior to the a$ard of su1contracts
e.ceeding M10,000 $hich are not e.empt from the pro/isions of the e2ual opportunity
268894144'doc %age 9 of 29
#orm 0e/ision :July 1, 2011;
clause, that 3 $ill retain such certifications in my files? and that 3 $ill for$ard the
follo$ing notice to such proposed su1-consultants'"
1'9'2'='6 %0(T*+T3(B (# NJ3ST,*>,(N*0S' 3n accordance $ith section 1996 of
the 0eco/ery ct, rchitect)*ngineer and su1-consultant employees may not 1e
discharged, demoted, or other$ise discriminated against as a reprisal for disclosing,
including a disclosure made in the ordinary course of an employee5s duties, to the 0eco/ery
ccounta1ility and Transparency >oard, an inspector general, the +omptroller Feneral, a
mem1er of +ongress, a State or #ederal regulatory or la$ enforcement gency, a person
$ith super/isory authority o/er the employee, a court or grand &ury, the head of a #ederal
agency, or their representati/es, information that the employee reasona1ly 1elie/es is
e/idence of :1; gross mismanagement of an agency contract or grant relating to grant
funds? :2; a gross $aste of co/ered funds? :6; a su1stantial and specific danger to pu1lic
health or safety related to implementation or use of grant funds? :4; an a1use of authority
related to implementation or use of co/ered funds? or :9; a /iolation of la$, rule, or
regulation related to a grant a$arded or issued relating to co/ered funds'
1'9'2'='4 #,S* +,3MS' rchitect)*ngineer and su1-consultants agree to promptly
refer to D(*5s 3nspector Feneral any credi1le e/idence that a principal, employee, agent,
rchitect)*ngineer, su1-consultant, loan recipient, or other person has su1mitted a false
claim under the federal #alse +laims ct or has committed a criminal or ci/il /iolation of
la$s pertaining to fraud, conflict of interest, 1ri1ery, gratuity, or similar misconduct in/ol/ing
funds pro/ided under this grant or su1-grants a$arded 1y the D*H'
1'9'2'='9 D0EF-#0** N(0O%,+*' rchitect)*ngineer agrees to maintain a drug-free
$or7place' rchitect)*ngineer certifies, 1y signing this +ontract, its employees and su1-
consultants $ill not engage in the unla$ful manufacture, distri1ution, dispensing,
possession, or use of a controlled su1stance in the performance of this +ontract'
1'9'2'='< T0##3+O3BF K3+T3M %0(T*+T3(B +T (# 2000' rchitect)*ngineer and
any su1-consultant must not engage in forms of traffic7ing in persons during the period of
time that the a$ard is in effect? procure a commercial se. act during the period of time that
the a$ard is in effect? or use forced la1or in the performance of su1contract a$ard'
1'9'2'='= ++(EBT3BF, ED3T3BF, 0*+(0D 0*T*BT3(B, +(ST %03B+3%,*S, BD
++*SS T( 0*+(0DS :10 +#0 <00'21, and <00'242;
1'9'2'='='1 3n addition to the access to records pro/isions of 10 +#0 <00'21 and
<00'242 and in accordance $ith the pro/isions of Section 1919 of the 0eco/ery ct,
rchitect)*ngineer shall maintain 1oo7s, records, documents, other e/idence directly
pertinent to performance of $or7 under this +ontract and current accounting for all
funds recei/ed and e.pended pursuant to this +ontract in accordance $ith generally
accepted accounting principles and to comply $ith the cost principles contained in (>M
+ircular 8= to determine allo$a1le costs' rchitect)*ngineer shall comply $ith all
re2uirements in 10 +#0 <00'242 relating to record7eeping' rchitect)*ngineer5s
accounting system must 1e a1le to allocate costs associated $ith this +ontract in a
manner that 7eeps these costs separate from the costs of other +ontracts' 3n addition,
(M> guidance re2uires that financial and accounting system 1e a1le to segregate,
trac7 and maintain these funds apart and separate from other re/enue streams' Bo
part of 00 funds shall 1e commingled $ith any other funds or used for a purpose
other than that of ma7ing payments for costs allo$a1le for 00 pro&ects and these
funds shall not 1e used to supplant other 1udgeted e.penses or funds'
1'9'2'='='2 D*H, the ,egislati/e uditor, the D(*, the +omptroller Feneral of the
Enited States, or any of their authori4ed representati/es, shall ha/e the right of access
to accounting records of rchitect)*ngineer for purposes of ma7ing an inspection, audit,
e.cerpts, or transcripts of funds recei/ed and e.pended 1y rchitect)*ngineer pursuant
to this +ontract' Bot$ithstanding the pro/isions of the Termination Section of this
+ontract, this +ontract may 1e terminated upon any refusal of rchitect)*ngineer to
allo$ access to records necessary to carry out the audit and analysis referred to a1o/e
:ref' 18-1-118, M+;' uthori4ed representati/es shall ha/e access to records at any
reasona1le time for as long as rchitect)*ngineer maintains the records' udits
conducted under this pro/ision shall 1e in accordance $ith generally accepted auditing
standards as esta1lished 1y the merican 3nstitute of +ertified %u1lic ccountants and
$ith esta1lished procedures and guidelines of the re/ie$ing or auditing company or
agency'
1'9'2'='='6 rchitect)*ngineer agrees to disclose all information and reports
resulting from access to the records maintained in paragraph 1'9'2'='8'1 of this clause
to any of the agencies referred to in paragraph 1'9'2'='8'2'
1'9'2'='='4 rchitect)*ngineer agrees to retain all financial records for three years
as re2uired 1y the Enited States go/ernment' rchitect)*ngineer agrees this period
meets the re2uirements of state and federal la$ $ith respect to funding utili4ed' 3n
addition, rchitect)*ngineer agrees to maintain any records relating to any litigation,
claim, negotiation, audit, cost reco/ery, or other action in/ol/ing the records, until
completion of the action and resolution of all issues, or until the end of the three-year
period, $hiche/er is longer' rchitect)*ngineer may not destroy any records $ithout
first offering the records to D*H'
1'9'2'='='9 3n the e/ent that an audit sho$s that rchitect)*ngineer has not
complied $ith federal or state la$s and rules concerning the handling and e.penditure
268894144'doc %age < of 29
#orm 0e/ision :July 1, 2011;
of the funds recei/ed under this +ontract, rchitect)*ngineer agrees to correct the
areas of non-compliance $ithin si. months after rchitect)*ngineer recei/es the audit
report'
1'9'2'='='< 3f rchitect)*ngineer recei/es a total of M900,000 or more in federal
funds from any and all sources of federal funding sources during any fiscal year during
$hich this +ontract is performed, it must comply $ith the accounting and audit
re2uirements of the most current /ersion of the #ederal (ffice of Management and
>udget :(M>; +ircular -166, !udits of States, ,ocal Fo/ernments, and Bon-%rofit
(rgani4ations" and (M> +ircular -8= G+ost %rinciples for State and ,ocal
Fo/ernments and 3ndian Tri1al Fo/ernmentsG including the !+ompliance Supplement
for Single udits," concerning the use of the funds pro/ided under this +ontract'
1'9'2'='='= rchitect)*ngineer must pro/ide D*H $ith a copy of its annual or
1iennial audit report co/ering the year in 2uestion $ithin 60 days after the reportDs
issuance' The audit report must include all of the follo$ing information:
1'9'2'='='='1 #ederal grantor)pass-through grantor program title?
1'9'2'='='='2 #ederal +#D num1er?
1'9'2'='='='6 %ass-through grantorDs num1er or this +ontract num1er?
1'9'2'='='='4 %rogram or a$ard amount?
1'9'2'='='='9 +ash accrued or deferred re/enue at July 1 or the first day
of rchitect)*ngineerDs fiscal year?
1'9'2'='='='< 0eceipts or re/enue recogni4ed during the period?
1'9'2'='='='= Total dis1ursements)e.penditures?
1'9'2'='='='8 +ash accrued or deferred re/enue at June 60 or the last
day of rchitect)*ngineerDs fiscal year? and,
1'9'2'='='='9 n indication of the 1asic accounting used in determining
the a1o/e information in a footnote to the schedule of federal financial a$ards'
1'9'2'='='8 3f rchitect)*ngineer recei/es less than M900,000 in total federal
assistance during any fiscal year during $hich this +ontract is performed, and therefore
does not need to su1mit an audit report to D*H, rchitect)*ngineer must notify D*H in
$riting $ithin 60 days after the end of that year'
1'9'2'='='9 rchitect)*ngineer agrees to incorporate paragraphs 11'1' through
11'8' in any su1contract it a$ards in e.cess of M9,000, at any tier, and in all change
orders directly related to pro&ect performance'
1'9'2'='='10 ll records maintained pursuant to this Section shall 1e a/aila1le and
present in proper form $ithin 60 days of a $ritten re2uest made 1y D*H'
1'9'2'='8 03FJTS T( 3BK*BT3(BS MD* EBD*0 +(BT0+T (0 F0**M*BT
:6= +#0 401;'
1'9'2'='8'1 rchitect)*ngineer may copyright any $or7 that is su1&ect to copyright
and $as de/eloped, or for $hich o$nership $as purchased, under this +ontract' The
D(* pro/ided funding through D*H either in $hole or in part for this +ontract and so
reser/es a royalty-free, non-e.clusi/e, and irre/oca1le right to reproduce, pu1lish, or
other$ise use the $or7 for federal purposes and to authori4e others to do so'
1'9'2'='8'2 The D(* has the right to: :1; o1tain, reproduce, pu1lish, or other$ise
use the data first produced under this +ontract? and, :2; authori4e others to recei/e,
reproduce, pu1lish, or other$ise use such data for federal purposes'
1'9'2'='8'6 rchitect)*ngineer is su1&ect to applica1le regulations go/erning
patents and in/entions, including go/ernment-$ide regulations issued 1y the federal
Department of +ommerce at 6= +#0 401, !0ights to 3n/entions Made 1y Bonprofit
(rgani4ations and Small >usiness #irms Ender Fo/ernment Frants, +ontracts and
+ooperati/e greements'"
1'9'2'='8'4 3n/ention Disclosure, *lection of Title and #iling of %atent pplication 1y
rchitect)*ngineer'
1'9'2'='8'4'1 The rchitect)*ngineer $ill disclose each su1&ect in/ention to
the appropriate #ederal gency $ithin t$o months after the in/entor discloses it
in $riting to rchitect)*ngineer personnel responsi1le for patent matters' The
disclosure to the agency shall 1e in the form of a $ritten report and shall
identify the contract under $hich the in/ention $as made and the in/entor:s;' 3t
shall 1e sufficiently complete in technical detail to con/ey a clear understanding
to the e.tent 7no$n at the time of the disclosure, of the nature, purpose,
operation, and the physical, chemical, 1iological or electrical characteristics of
the in/ention' The disclosure shall also identify any pu1lication, on sale or
pu1lic use of the in/ention and $hether a manuscript descri1ing the in/ention
has 1een su1mitted for pu1lication and, if so, $hether it has 1een accepted for
pu1lication at the time of disclosure' 3n addition, after disclosure to the agency,
the rchitect)*ngineer $ill promptly notify the agency of the acceptance of any
manuscript descri1ing the in/ention for pu1lication or of any on sale or pu1lic
use planned 1y the rchitect)*ngineer'
1'9'2'='8'4'2 The rchitect)*ngineer $ill elect in $riting $hether or not to
retain title to any such in/ention 1y notifying the appropriate #ederal agency
$ithin t$o years of disclosure to the appropriate #ederal agency' Jo$e/er, in
any case $here pu1lication, on sale or pu1lic use has initiated the one year
statutory period $herein /alid patent protection can still 1e o1tained in the
Enited States, the period for election of title may 1e shortened 1y the agency to
a date that is no more than <0 days prior to the end of the statutory period'
1'9'2'='8'4'6 The rchitect)*ngineer $ill file its initial patent application on a
su1&ect in/ention to $hich it elects to retain title $ithin one year after election of
title or, if earlier, prior to the end of any statutory period $herein /alid patent
268894144'doc %age = of 29
#orm 0e/ision :July 1, 2011;
protection can 1e o1tained in the Enited States after a pu1lication, on sale, or
pu1lic use' The rchitect)*ngineer $ill file patent applications in additional
countries or international patent offices $ithin either ten months of the
corresponding initial patent application or si. months from the date permission
is granted 1y the +ommissioner of %atents and Trademar7s to file foreign
patent applications $here such filing has 1een prohi1ited 1y a Secrecy (rder'
1'9'2'='8'4'4 0e2uests for e.tension of the time for disclosure, election, and
filing under the a1o/e su1paragraphs may, at the discretion of the agency, 1e
granted'
1'9'2'='8'4'9 +onditions Nhen the Fo/ernment May (1tain Title' The
rchitect)*ngineer $ill con/ey to the #ederal agency, upon $ritten re2uest, title
to any su1&ect in/ention'
1'9'2'='8'4'< 3f the rchitect)*ngineer fails to disclose or elect title to the
su1&ect in/ention $ithin the times specified, or elects not to retain title? pro/ided
that the agency may only re2uest title $ithin <0 days after learning of the failure
of the rchitect)*ngineer to disclose or elect $ithin the specified times'
1'9'2'='8'4'= 3n those countries in $hich the rchitect)*ngineer fails to file
patent applications $ithin the times specified? pro/ided, ho$e/er, that if the
rchitect)*ngineer has filed a patent application in a country after the times
specified, 1ut prior to its receipt of the $ritten re2uest of the #ederal agency, the
rchitect)*ngineer shall continue to retain title in that country'
1'9'2'='8'4'8 3n any country in $hich the rchitect)*ngineer decides not to
continue the prosecution of any application for, to pay the maintenance fees on,
or defend in ree.amination or opposition proceeding on, a patent on a su1&ect
in/ention'
1'9'2'='8'9 Minimum 0ights to rchitect)*ngineer and %rotection of the
rchitect)*ngineer 0ight to #ile
1'9'2'='8'9'1 The rchitect)*ngineer $ill retain a none.clusi/e royalty-free
license throughout the $orld in each su1&ect in/ention to $hich the Fo/ernment
o1tains title, e.cept if the rchitect)*ngineer fails to disclose the in/ention $ithin
the times specified' The rchitect)*ngineerDs license e.tends to its domestic
su1sidiary and affiliates, if any, $ithin the corporate structure of $hich the
rchitect)*ngineer is a party and includes the right to grant su1licenses of the
same scope to the e.tent the rchitect)*ngineer $as legally o1ligated to do so
at the time the contract $as a$arded' The license is transfera1le only $ith the
appro/al of the #ederal agency e.cept $hen transferred to the successor of
that party of the rchitect)*ngineerDs 1usiness to $hich the in/ention pertains'
1'9'2'='8'9'2 The rchitect)*ngineerDs domestic license may 1e re/o7ed or
modified 1y the funding #ederal agency to the e.tent necessary to achie/e
e.peditious practical application of the su1&ect in/ention pursuant to an
application for an e.clusi/e license su1mitted in accordance $ith applica1le
pro/isions at 6= +#0 part 404 and agency licensing regulations :if any;' This
license $ill not 1e re/o7ed in that field of use or the geographical areas in
$hich the rchitect)*ngineer has achie/ed practical application and continues
to ma7e the 1enefits of the in/ention reasona1ly accessi1le to the pu1lic' The
license in any foreign country may 1e re/o7ed or modified at the discretion of
the funding #ederal agency to the e.tent the rchitect)*ngineer, its licensees,
or the domestic su1sidiaries or affiliates ha/e failed to achie/e practical
application in that foreign country'
1'9'2'='8'9'6 >efore re/ocation or modification of the license, the funding
#ederal agency $ill furnish the rchitect)*ngineer a $ritten notice of its
intention to re/o7e or modify the license, and the rchitect)*ngineer $ill 1e
allo$ed thirty days :or such other time as may 1e authori4ed 1y the funding
#ederal agency for good cause sho$n 1y the rchitect)*ngineer; after the
notice to sho$ cause $hy the license should not 1e re/o7ed or modified' The
rchitect)*ngineer has the right to appeal, in accordance $ith applica1le
regulations in 6= +#0 part 404 and agency regulations :if any; concerning the
licensing of Fo/ernment-o$ned in/entions, any decision concerning the
re/ocation or modification of the license'
1'9'2'='8'< rchitect)*ngineer ction to %rotect the Fo/ernmentDs 3nterest
1'9'2'='8'<'1 The rchitect)*ngineer agrees to e.ecute or to ha/e e.ecuted
and promptly deli/er to the #ederal agency all instruments necessary to :i;
esta1lish or confirm the rights the Fo/ernment has throughout the $orld in
those su1&ect in/entions to $hich the rchitect)*ngineer elects to retain title,
and :ii; con/ey title to the #ederal agency $hen re2uested herein a1o/e and to
ena1le the go/ernment to o1tain patent protection throughout the $orld in that
su1&ect in/ention'
1'9'2'='8'<'2 The rchitect)*ngineer agrees to re2uire, 1y $ritten
agreement, its employees, other than clerical and nontechnical employees, to
disclose promptly in $riting to personnel identified as responsi1le for the
administration of patent matters and in a format suggested 1y the
rchitect)*ngineer each su1&ect in/ention made under contract in order that the
rchitect)*ngineer can comply $ith the disclosure pro/isions herein a1o/e, and
to e.ecute all papers necessary to file patent applications on su1&ect in/entions
and to esta1lish the go/ernmentDs rights in the su1&ect in/entions' This
disclosure format should re2uire, as a minimum, the information re2uired herein
a1o/e' The rchitect)*ngineer shall instruct such employees through employee
agreements or other suita1le educational programs on the importance of
268894144'doc %age 8 of 29
#orm 0e/ision :July 1, 2011;
reporting in/entions in sufficient time to permit the filing of patent applications
prior to E'S' or foreign statutory 1ars'
1'9'2'='8'<'6 The rchitect)*ngineer $ill notify the #ederal agency of any
decisions not to continue the prosecution of a patent application, pay
maintenance fees, or defend in a ree.amination or opposition proceeding on a
patent, in any country, not less than thirty days 1efore the e.piration of the
response period re2uired 1y the rele/ant patent office'
1'9'2'='8'<'4 The rchitect)*ngineer agrees to include, $ithin the
specification of any Enited States patent applications and any patent issuing
thereon co/ering a su1&ect in/ention, the follo$ing statement, PPThis in/ention
$as made $ith go/ernment support under :identify the contract; a$arded 1y
:identify the #ederal agency;' The go/ernment has certain rights in the
in/ention'DD
1'9'2'='8'= Su1contracts
1'9'2'='8'='1 The rchitect)*ngineer $ill include this clause, suita1ly
modified to identify the parties, in all su1contracts, regardless of tier, for
e.perimental, de/elopmental or research $or7 to 1e performed 1y a small
1usiness firm or domestic nonprofit organi4ation' The su1-consultant $ill retain
all rights pro/ided for the rchitect)*ngineer in this clause, and the
rchitect)*ngineer $ill not, as part of the consideration for a$arding the
su1contract, o1tain rights in the su1-consultantDs su1&ect in/entions'
1'9'2'='8'='2 The rchitect)*ngineer $ill include in all other su1contracts,
regardless of tier, for e.perimental de/elopmental or research $or7 the patent
rights clause re2uired'
1'9'2'='8'='6 3n the case of su1contracts, at any tier, $hen the prime a$ard
$ith the #ederal agency $as a contract :1ut not a grant or cooperati/e
agreement;, the agency, su1-consultant, and the rchitect)*ngineer agree that
the mutual o1ligations of the parties created 1y this clause constitute a contract
1et$een the su1-consultant and the #ederal agency $ith respect to the matters
co/ered 1y the clause? pro/ided, ho$e/er, that nothing in this paragraph is
intended to confer any &urisdiction under the +ontract Disputes ct in
connection $ith proceedings under this clause'
1'9'2'='8'8 0eporting on Etili4ation of Su1&ect 3n/entions' The rchitect)*ngineer
agrees to su1mit on re2uest periodic reports no more fre2uently than annually on the
utili4ation of a su1&ect in/ention or on efforts at o1taining such utili4ation that are 1eing
made 1y the rchitect)*ngineer or its licensees or assignees' Such reports shall include
information regarding the status of de/elopment, date of first commercial sale or use,
gross royalties recei/ed 1y the rchitect)*ngineer, and such other data and information
as the agency may reasona1ly specify' The rchitect)*ngineer also agrees to pro/ide
additional reports as may 1e re2uested 1y the agency in connection $ith any march-in
proceeding underta7en 1y the agency in accordance $ith this clause' s re2uired 1y 69
E'S'+' 202:c;:9;, the agency agrees it $ill not disclose such information to persons
outside the go/ernment $ithout permission of the rchitect)*ngineer'
1'9'2'='8'9 %reference for Enited States 3ndustry' Bot$ithstanding any other
pro/ision of this clause, the rchitect)*ngineer agrees that neither it nor any assignee
$ill grant to any person the e.clusi/e right to use or sell any su1&ect in/entions in the
Enited States unless such person agrees that any products em1odying the su1&ect
in/ention or produced through the use of the su1&ect in/ention $ill 1e manufactured
su1stantially in the Enited States' Jo$e/er, in indi/idual cases, the re2uirement for
such an agreement may 1e $ai/ed 1y the #ederal agency upon a sho$ing 1y the
rchitect)*ngineer or its assignee that reasona1le 1ut unsuccessful efforts ha/e 1een
made to grant licenses on similar terms to potential licensees that $ould 1e li7ely to
manufacture su1stantially in the Enited States or that under the circumstances
domestic manufacture is not commercially feasi1le'
1'9'2'='8'10 March-in 0ights' The rchitect)*ngineer agrees that $ith respect to
any su1&ect in/ention in $hich it has ac2uired title, the #ederal agency has the right in
accordance $ith the procedures in 6= +#0 401'< and any supplemental regulations of
the agency to re2uire the rchitect)*ngineer, an assignee or e.clusi/e licensee of a
su1&ect in/ention to grant a none.clusi/e, partially e.clusi/e, or e.clusi/e license in any
field of use to a responsi1le applicant or applicants, upon terms that are reasona1le
under the circumstances, and if the rchitect)*ngineer, assignee, or e.clusi/e licensee
refuses such a re2uest the #ederal agency has the right to grant such a license itself if
the #ederal agency determines that:
1'9'2'='8'10'1 Such action is necessary 1ecause the rchitect)*ngineer or
assignee has not ta7en, or is not e.pected to ta7e $ithin a reasona1le time,
effecti/e steps to achie/e practical application of the su1&ect in/ention in such
field of use?
1'9'2'='8'10'2 Such action is necessary to alle/iate health or safety needs
$hich are not reasona1ly satisfied 1y the rchitect)*ngineer, assignee or their
licensees?
1'9'2'='8'10'6 Such action is necessary to meet re2uirements for pu1lic use
specified 1y #ederal regulations and such re2uirements are not reasona1ly
satisfied 1y the rchitect)*ngineer, assignee or licensees? or
1'9'2'='8'10'4 Such action is necessary 1ecause the agreement re2uired 1y
this clause has not 1een o1tained or $ai/ed or 1ecause a licensee of the
e.clusi/e right to use or sell any su1&ect in/ention in the Enited States is in
1reach of such agreement'
268894144'doc %age 9 of 29
#orm 0e/ision :July 1, 2011;
1'9'2'='9 %E>,3+T3(BS' n ac7no$ledgment of #ederal support and a disclaimer
must appear in the pu1lication of any material, $hether copyrighted or not, 1ased on or
de/eloped under this pro&ect, as follo$s:
1'9'2'='9'1 c7no$ledgment: GThis material is 1ased upon $or7 supported 1y the
Department of *nergy under $ard Bum1er:s; DE-EE0000138'G
1'9'2'='9'2 Disclaimer: GThis report $as prepared as an account of $or7
sponsored 1y an agency of the Enited States Fo/ernment' Beither the Enited States
Fo/ernment nor any agency thereof, nor any of their employees, ma7es any $arranty,
e.press or implied, or assumes any legal lia1ility or responsi1ility for the accuracy,
completeness, or usefulness of any information, apparatus, product, or process
disclosed, or represents that its use $ould not infringe pri/ately o$ned rights'
0eference herein to any specific commercial product, process, or ser/ice 1y trade
name, trademar7, manufacturer, or other$ise does not necessarily constitute or imply
its endorsement, recommendation, or fa/oring 1y the Enited States Fo/ernment or any
agency thereof' The /ie$s and opinions of authors e.pressed herein do not necessarily
state or reflect those of the Enited States Fo/ernment or any agency thereof'G
1'9'2'='10 >I0D BT3-,(>>I3BF M*BDM*BT :61 E'S'+' 1692;'
1'9'2'='10'1 rchitect)*ngineers $ho apply or 1id for an a$ard of M100,000 or more
shall file the re2uired certification to the State and shall collect all certifications from all
su1-consultants as re2uired 1y this paragraph'
1'9'2'='10'2 *ach tier certifies to the tier a1o/e that it $ill not and has not used
#ederal appropriated funds to pay any person or organi4ation for influencing or
attempting to influence an officer or employee of any agency, a mem1er of +ongress,
officer or employee of +ongress, or an employee of a mem1er of +ongress in
connection $ith o1taining any #ederal contract, grant or any other a$ard co/ered 1y 61
E'S'+' 1692' *ach tier shall also disclose any lo11ying $ith non-#ederal funds that
ta7es place in connection $ith o1taining any #ederal a$ard' Such disclosures are
for$arded from tier to tier up to the recipient'
1'9'2'='10'6 +ertification' The certification shall contain the follo$ing language and
signature:
1'9'2'='10'6'1 The undersigned certifies, to the 1est of his or her 7no$ledge
and 1elief, that:
1'9'2'='10'6'1'1 :1; Bo #ederal appropriated funds ha/e 1een paid or
$ill 1e paid, 1y or on 1ehalf of the undersigned, to any person for
influencing or attempting to influence an officer or employee of an
agency, a Mem1er of +ongress, an officer or employee of +ongress, or
an employee of a Mem1er of +ongress in connection $ith the a$arding
of any #ederal contract, the ma7ing of any #ederal grant, the ma7ing of
any #ederal loan, the entering into of any cooperati/e agreement, and
the e.tension, continuation, rene$al, amendment, or modification of any
#ederal contract, grant, loan, or cooperati/e agreement?
1'9'2'='10'6'1'2 :2; 3f any funds other than #ederal appropriated funds
ha/e 1een paid or $ill 1e paid to any person for influencing or
attempting to influence an officer or employee of any agency, a Mem1er
of +ongress, an officer or employee of +ongress, or an employee of a
Mem1er of +ongress in connection $ith this #ederal contract, grant,
loan, or cooperati/e agreement, the undersigned shall complete and
su1mit Standard #orm-,,,, PPDisclosure #orm to 0eport ,o11ying,DD in
accordance $ith its instructions? and,
1'9'2'='10'6'1'6 :6; The undersigned shall re2uire that the language of
this certification 1e included in the a$ard documents for all su1-a$ards
at all tiers :including su1contracts, su1-grants, and contracts under
grants, loans, and cooperati/e agreements; and that all su1-recipients
shall certify and disclose accordingly'
1'9'2'='10'4 This certification is a material representation of fact upon $hich reliance
$as placed $hen this transaction $as made or entered into' Su1mission of this
certification is a prere2uisite for ma7ing or entering into this transaction imposed 1y
section 1692, title 61, E'S' +ode' ny person $ho fails to file the re2uired certification
shall 1e su1&ect to a ci/il penalty of not less than M11,000 and not more than M110,000
for each such failure' The undersigned states, to the 1est of his or her 7no$ledge and
1elief, that:
1'9'2'='10'4'1 3f any funds ha/e 1een paid or $ill 1e paid to any person for
influencing or attempting to influence an officer or employee of any agency, a
Mem1er of +ongress, an officer or employee of +ongress, or an employee of a
Mem1er of +ongress in connection $ith this commitment pro/iding for the
Enited States to insure or guarantee a loan, the undersigned shall complete
and su1mit Standard #orm-,,,, PPDisclosure #orm to 0eport ,o11ying,DD in
accordance $ith its instructions'
1'9'2'='10'4'2 Su1mission of this statement is a prere2uisite for ma7ing or
entering into this transaction imposed 1y section 1692, title 61, E'S' +ode' ny
person $ho fails to file the re2uired statement shall 1e su1&ect to a ci/il penalty
of not less than M11,000 and not more than M110,000 for each such failure'
1'9'2'='11 %0*S*0KT3(B (# (%*B +(M%*T3T3(B BD F(K*0BM*BT
B*ET0,3TI T(N0D 0+J3T*+T)*BF3B**05S ,>(0 0*,T3(BS (B #*D*0,,I
#EBD*D +(BST0E+T3(B %0(J*+TS:
268894144'doc %age 10 of 29
#orm 0e/ision :July 1, 2011;
1'9'2'='11'1 Bo 1idder, offeror, rchitect)*ngineer, or su1-consultant shall re2uire or
1e re2uired to enter into or adhere to agreements $ith one or more la1or organi4ations
for any $or7 on this or other related construction pro&ect:s;? or
1'9'2'='11'2 Shall other$ise discriminate against 1idders, offerors,
rchitect)*ngineers, or su1-consultants for 1ecoming or refusing to 1ecome or remain
signatories or other$ise adhere to agreements $ith one or more la1or organi4ations, on
the same or other related construction pro&ect:s;'
1'9'2'='11'6 Bothing in this pro/ision prohi1its 1idders, offerors, rchitect)*ngineers,
or su1-consultants from /oluntarily entering into agreements $ith la1or organi4ations'
1'9'2'='12 !>EI M*03+B" %0(K3S3(B #0(M J0 Q1, M*03+B 0*3BK*STM*BT C
0*+(K*0I +T (# 2009:
1'9'2'='12'1 TJ* 0+J3T*+T)*BF3B**0 SJ,, >* N0* (# TJ*
#(,,(N3BF #*D*0, 0*HE30*M*BT #(0 +(BST0E+T3(B: !Ese of merican
3ron, Steel, and Manufactured Foods' Bone of the funds pro/ided 1y D*H5s 00
grant from D(* may 1e used for a pro&ect for the construction, alteration, maintenance,
or repair of a pu1lic 1uilding or pu1lic $or7 unless all of the iron, steel, and
manufactured goods used in the pro&ect are produced in the Enited States' This term
and condition shall not apply in any case or category of cases in $hich the
dministrator of D(* or a designated gency official finds that :1; applying the term
and condition $ould 1e inconsistent $ith the pu1lic interest ? :2; iron, steel, and the
rele/ant manufactured goods are not produced in the Enited States in sufficient and
reasona1ly a/aila1le 2uantities and of a satisfactory 2uality? or :6; inclusion of iron,
steel, and manufactured goods produced in the Enited States $ill increase the cost of
the o/erall pro&ect 1y more than 29 percent' 3f the rchitect)*ngineer 1elie/es that this
term and condition does not apply to a material or manufactured good financed $ith
00 funds from this %ro&ect either :1; 1ecause a $ai/er is appropriate or :2; the
re2uirement is inapplica1le to the material or manufactured good, the
rchitect)*ngineer must su1mit, in $riting, a detailed e.planation for its position to the
($ner' The rchitect)*ngineer may not proceed $ith the material or manufactured
good until it recei/es $ritten appro/al from the ($ner or D*H' The ($ner $ill pro/ide
the re2uest to D*H $ho $ill re/ie$ any $ai/er re2uest, determine applica1ility, and
$or7 $ith D(* to appro/e the re2uest' The ($ner $ill pro/ide to the rchitect)*ngineer
any responses and appro/als pro/ided from D*H upon response from D(*'"
1'9'2'='12'2 During design phases, the rchitect)*ngineer and su1-consultants shall
endea/or to specify materials and manufactured goods that comply $ith the pro/isions
of the 0eco/ery ct' The rchitect)*ngineer and su1-consultants shall immediately
notify the ($ner of any materials or manufactured goods needed for the %ro&ect that
$ill not comply $ith the 0eco/ery ct and for $hich D(* has not granted a $ai/er'
1'9'2'='12'6 During construction administration, the rchitect)*ngineer shall /erify
that the ($ner5s !>uy merican +ompliance +ertification" form or other documentation
demonstrating compliance $ith the 0eco/ery ct accompanies all shop dra$ings and
su1mittals recei/ed from the +ontractor'
1'9'2'='12'6'1 Shop Dra$ings and su1mittals $ithout this form :or other
documentation; demonstrating compliance shall not 1e appro/ed 1y the
rchitect)*ngineer or su1-consultants'
1'9'2'='12'6'2 The rchitect)*ngineer shall immediately notify the +ontractor
and the ($ner regarding any lac7 of certification and shall not ta7e action on a
shop dra$ing or a su1mittal until such certification or a $ai/er is recei/ed'
1'9'2'='16 S3T* K3S3TS' The rchitect)*ngineer shall pro/ide the ($ner,
rchitect)*ngineer, D*H, and D(* access to the Nor7 at all times $here/er located'
1'9'2'='14 M*03+B 0*+(K*0I BD 0*3BK*STM*BT +T (# 2009 :00; BD
MT J(ES* >3,, Q<49' This +ontract contains federal 00 funding and)or State of
Montana funding from Jouse >ill Q<49, <1
st
,egislature and is su1&ect to all the
re2uirements of this legislation $hether or not fully delineated in this +ontract'
1'9'2'='19 D3S%,I (# TJ* 00 ,(F( - The rchitect)*ngineer shall prominently
display on all pro&ect documents and +ontract Documents the respecti/e 0eco/ery logos in
a manner that informs the pu1lic that the pro&ect is a 0eco/ery in/estment' The do1e
cro1at !pdf" file is a/aila1le on the ($ner5s $e1site at http:))architecture'mt'go/)'
1'9'2'='19'1 #or plans: The 0eco/ery ct %rimary *m1lem shall appear on the
co/er sheet of plan sets' The logo shall not 1e less than < inches in diameter and shall
ha/e at least R inch of clear space around it'
1'9'2'='19'2 #or $ritten materials, pro&ect manuals and specifications: The 0eco/ery
ct Jori4ontal ,ogomar7 shall 1e used, including any press releases or other online or
offline communications' This logo shall ha/e an amount of clear space around the logo
e2ual to the height of the letters in the logo'
1'9'2'='1< HE0T*0,I 00 0*%(0T3BF 0*HE30*M*BTS:
1'9'2'='1<'1 Section 1912 of the merican 0ein/estment and 0eco/ery ct of 2009
:or the !Jo1s ccounta1ility ct"; re2uires any entity that recei/es reco/ery funds
directly from the #ederal Fo/ernment :including reco/ery funds recei/ed through grant,
loan, or contract; other than an indi/idual, including States, to pro/ide regular !0ecipient
0eports'" The State of Montana, and this pro&ect in particular, is a !0ecipient'"
268894144'doc %age 11 of 29
#orm 0e/ision :July 1, 2011;
1'9'2'='1<'2 dditionally, any State of Montana funds that are allocated and
appropriated through Jouse >ill Q<49 of the <1
st
,egislati/e Session must also comply
$ith the 0ecipient 0eports re2uirement'
1'9'2'='1<'6 The rchitect)*ngineer and all su1-consultants must comply $ith the
follo$ing as a condition for payment of funds under this greement:
1'9'2'='1<'6'1 uni2ue identifier :i'e' #*3B, DEB, or other corporate
identification; of the parent entity of the +onsultant)rchitect)*ngineer and all
su1-consultant)su1-consultants, should the o$nership 1e 1y another entity?
1'9'2'='1<'6'2 The names and total compensation of the fi/e :9; most highly
compensated officers of the company if it recei/ed :1; 80S or more of its
annual gross re/enues in #ederal a$ards? and :2; M29M or more in annual
gross re/enue from #ederal a$ards?
1'9'2'='1<'6'6 +omplete at the end of each federal 2uarter the ($ner5s
!Huarterly *mployment 0eport" form indicating each of the follo$ing items:
1'9'2'='1<'6'4 The 2uarterly total of &o1 hours $or7ed' *nter on the form the
&o1s $or7 hours during the current federal 2uarter' This is a 2uarterly total of all
hours $or7ed 1y all persons for the pro&ect?
1'9'2'='1<'6'9 !Jours" need not 1e 1ro7en do$n 1y person or &o1 function, 1ut
only 1y the rchitect)*ngineer and each su1-consultant'
1'9'2'='1<'4 The ($ner may, $ithout conse2uence or claim, $ithhold any payment
of any funds under the greement if these reporting re2uirements are not met'
1'9'2'='1<'9 ll effort, cost, and e.pense for compliance $ith the reporting
re2uirements is part of the total compensation and total contract sum' The ($ner shall
not 1e charged additional or supplemental amounts to o1tain compliance 1y the
rchitect)*ngineer'
1'9'2'='1= 3B#(0MT3(B 3B SE%%(0T (# 0*+(K*0I +T 0*%(0T3BF: %ursuant to
Section 1912 of the ct, D*H is re2uired to maintain records documenting the e.penditure
of 00 funds' The ($ner may 1e re2uired to pro/ide D*H $ith 1ac7up documentation of
its +ontractors5 e.penditures as documented 1y certified payroll and payment applications'
ny additional documentation needed 1y D*H shall 1e pro/ided 1y the rchitect)*ngineer
directly to D*H $ithin 60 calendar days upon recei/ing a $ritten re2uest from D*H'
1'9'2'='18 K3,>3,3TI (# #EBDS' 00 funds appropriated 1y the <1
st
,egislature
under the 0eco/ery ct and o1ligated under D(*5s grant a$ard to D*H are a/aila1le for
reim1ursement of costs for $or7 completed on or 1efore pril 60, 2012'
1.6 PROJECT BUDGET
1'<'1 The ($ner shall pro/ide information regarding the ($ner5s %ro&ect >udget' Nhile the ($ner and
rchitect)*ngineer shall endea/or to $or7 cooperati/ely to esta1lish the parameters and indi/idual
aspects of the >udget, the rchitect)*ngineer agrees that the ($ner, at its sole discretion, retains
the right to esta1lish all parameters and aspects of the %ro&ect >udget' The rchitect)*ngineer shall
perform its ser/ices in a manner consistent $ith the %ro&ect >udget'
1'<'2 The rchitect)*ngineer shall re/ie$ the 3nitial 3nformation document and %ro&ect >udget furnished
1y the ($ner and ma7e recommendations for the re2uirements of the %ro&ect' The
rchitect)*ngineer shall esta1lish the re2uirements and all design parameters in cooperation $ith
the ($ner that shall then 1ecome the %ro&ect %rogram and the 1asis of design of the %ro&ect' 3f
%rogramming is part of the rchitect)*ngineer5s ser/ices under this greement, the completed and
appro/ed %rogramming Documents shall 1ecome the %ro&ect %rogram and the 1asis of design of
the %ro&ect'
1'<'6 The rchitect)*ngineer shall assist the ($ner $ith monitoring, trac7ing, and ad&usting the %ro&ect
>udget throughout the design process' The rchitect)*ngineer shall assist the ($ner $ith
monitoring, trac7ing, and ad&usting the %ro&ect >udget, at minimum, as follo$s:
1'<'6'1 !Soft" +osts:
1'<'6'1'1 rchitect)*ngineer fees and costs $ith a 1rea7do$n of >asic, dditional, and
Supplemental Ser/ices as pro/ided in this greement?
1'<'6'1'2 (ther design ser/ices, if under separate agreement to the ($ner :e'g' 6
rd
party
plan re/ie$s, /alue engineering, etc';?
1'<'6'1'6 gency costs: furniture, fi.tures, and e2uipment? technical e2uipment
allo$ance? information technology, /oice and data allo$ance? mo/ing
e.penses? final hoo7-ups? agency pro&ect support costs? and,
miscellaneous)other'
1'<'6'1'4 +onstruction-related costs and ser/ices: ad/ertising? plan re/ie$, 1uilding
permit, and impact fees 1y 1uilding code &urisdiction? utilities? art$or7? materials
testing and inspections? on-site representation? commissioning? legal e.penses,
dispute resolution? o$ner5s super/isory fee? and, miscellaneous)other'
1'<'6'2 !Jard" +osts: construction cost? design phase contingencies? inflation :compounded to the
mid-point of the construction duration;? and, construction phase contingencies'
1'<'4 *stimates of +onstruction +ost pro/ided 1y the rchitect)*ngineer throughout the design process
are not the %ro&ect >udget 1ut do comprise part of the %ro&ect >udget' The ($ner and
rchitect)*ngineer shall endea/or to $or7 cooperati/ely to ad&ust the %ro&ect >udget or the %ro&ect
268894144'doc %age 12 of 29
#orm 0e/ision :July 1, 2011;
%rogram and scope as necessary 1ased upon the rchitect)*ngineer5s *stimates of +onstruction
+ost to 7eep the %ro&ect $ithin the ($ner5s a/aila1le funding'
1'<'9 The ($ner5s increase to any part of the %ro&ect >udget during the design process 1ased upon the
rchitect)*ngineer5s *stimate is not prima fascia e/idence that the rchitect)*ngineer is due
additional fees nor does such an increase necessarily indicate a change in ser/ices to the
rchitect)*ngineer as negotiated and agreed upon at the time of e.ecution of this greement'
1.7 PROJECT SCHEDULE
1'='1 The ($ner and rchitect)*ngineer shall cooperati/ely de/elop a %ro&ect Schedule consistent and
compliant $ith the 3nitial 3nformation document and the ($ner5s needs for timely deli/ery of the
%ro&ect'
1'='2 The rchitect)*ngineer shall su1mit a complete %ro&ect Schedule as descri1ed herein 1elo$ $hich
initially shall 1e consistent $ith the time periods esta1lished in this greement, the 3nitial 3nformation
document, and the %ro&ect %rogram' The %ro&ect Schedule shall 1e pro/ided to the ($ner in
!Fantt" chart format'
1'='6 d&ustments to the %ro&ect Schedule shall 1e made only as agreed upon 1y 1oth parties and then
documented as part of meeting minutes or other separate, schedule alteration documentation' The
rchitect)*ngineer shall pro/ide copies of all re/ised schedules to the ($ner and gency'
1'='4 Time limits esta1lished 1y the %ro&ect Schedule appro/ed 1y the ($ner shall not 1e e.ceeded 1y
the rchitect)*ngineer or ($ner e.cept as ad&usted 1y the agreement of 1oth parties and as
documented'
1'='9 t minimum, the %ro&ect Schedule shall include durations, allo$ances, and milestones for the
follo$ing as applica1le $ith the ser/ices to 1e pro/ided under this greement:
1'='9'1 %ro&ect 3nitiation: pro&ect 7ic7-off and scope meeting? data gathering and in/estigations?
programming and concept de/elopment? and, all pro&ect de/elopment meetings'
1'='9'2 Design: all design and coordination meetings? charettes? schematic design? site sur/ey and
geotechnical in/estigation? design de/elopment :or preliminary design if com1ined SD)DD;?
construction documents? meetings $ith 1uilding code office ha/ing &urisdiction? reproduction
of 1idding documents? and, o$ner re/ie$ and comment period for each phase of design'
1'='9'6 >idding: ad/ertising? pre-1id $al7-through? plan re/ie$ 1y 1uilding code office ha/ing
&urisdiction? 1id opening date? and, contract a$ard and return of 1onding, insurance, and
signed contract'
1'='9'4 +onstruction: notice to proceed and pre-construction meeting? duration of construction?
commissioning duration :if any;? date for su1stantial completion? date for completion of
punch list and final acceptance? and, $arranty duration'
1.8 CHANGE IN SERICES
1'8'1 +hange in ser/ices of the rchitect)*ngineer, including ser/ices re2uired of the rchitect)*ngineer5s
consultants, may 1e accomplished after e.ecution of this greement $ithout in/alidating the
greement'
1'8'2 change in the pro&ect scope or program is not prima fascia e/idence that the rchitect)*ngineer
shall 1e due additional fees nor does such a change necessarily indicate a change in ser/ices'
1'8'6 The parties shall negotiate and enumerate changes in ser/ices 1y signed, $ritten addendum to this
greement e.cept for Supplemental Ser/ices agreed to 1y the ($ner' supplemental ser/ice
agreed to 1y the ($ner may 1e 1illed directly as part of the rchitect)*ngineer5s pay re2uests
$ithout addendum' Such supplemental ser/ices do not in/alidate any portion of this greement'
1'8'4 The rchitect)*ngineer shall promptly notify the ($ner prior to pro/iding any ser/ices it considers to
1e a change from those enumerated in this greement'
1'8'4'1 3f the ($ner deems that all or a part of such ser/ices are not re2uired, the ($ner shall gi/e
prompt notice to the rchitect)*ngineer, and the rchitect)*ngineer shall ha/e no o1ligation
to pro/ide those ser/ices'
1'8'4'2 3f the ($ner deems that all or a part of such ser/ices are re2uired, the ($ner shall gi/e
prompt notice to the rchitect)*ngineer, and the t$o parties shall negotiate an appropriate
change in ser/ices addendum to this agreement'
1'8'4'6 The ($ner may determine that all or part of such ser/ices are re2uired 1ut is not o1ligated
to agree that such ser/ices are a change in the ser/ices of the rchitect)*ngineer' ll such
instances shall 1e su1&ect to the !Dispute 0esolution" article of this greement' The
rchitect)*ngineer shall continue faithful performance of ser/ices, including matters in
dispute'
268894144'doc %age 16 of 29
#orm 0e/ision :July 1, 2011;
1'8'9 Bone of the follo$ing circumstances are prima fascia e/idence that the rchitect)*ngineer is
e.periencing a change in ser/ices for the %ro&ect, due ad&ustment to the schedule, or due additional
compensation:
1'8'9'1 change in the instructions or appro/als gi/en 1y the ($ner that necessitate re/isions in
3nitial 3nformation document, %ro&ect %rogram, %ro&ect >udget, %ro&ect Schedule, design, or
+ontract Documents unless such changes are e.tensi/e, significantly alter the 1asic
concepts of the %ro&ect, or are done so 1efore completion of Design De/elopment :or
%reliminary Design;?
1'8'9'2 enactment or re/ision of codes, la$s or regulations or official interpretations $hich
necessitate changes to pre/iously prepared +ontract Documents as the rchitect)*ngineer
is charged $ith 1eing familiar $ith all such items and $ith coordinating all issues $ith
officials ha/ing &urisdiction?
1'8'9'6 unless there is significant change in the %ro&ect si4e and comple.ity as a result of changes
to the %ro&ect %rogram?
1'8'9'4 performance or failure of performance on the part of the ($ner or the ($ner5s consultants
or contractors unless such performance or failure are demonstrated to ha/e damaged the
rchitect)*ngineer?
1'8'9'9 a dispute resolution proceeding or a legal proceeding related to the %ro&ect either during
design, construction, $arranty, or prior to the e.piration of any applica1le statute of
limitations? or,
1'8'9'< the ($ner5s increasing the %ro&ect >udget or the *stimated +onstruction +ost to
ade2uately fund the %ro&ect %rogram or at any phase of design or 1idding, or e.tension of
the %ro&ect Schedule'
1.! OWNERSHIP OF DOCUMENTS
1'9'1 ll documents de/eloped under this greement are and shall 1ecome the property of the ($ner
$hether the %ro&ect for $hich they are made is or is not e.ecuted'
1'9'2 The signing of this greement shall constitute a complete transfer of o$nership, intellectual
property, and copyright of all documents from the rchitect)*ngineer to the ($ner upon Su1stantial
+ompletion of the %ro&ect' Such transfer shall not 1e construed 1y the rchitect)*ngineer as a grant
for usage 1y the ($ner nor can it 1e re/o7ed 1y the rchitect)*ngineer'
1'9'6 The ($ner agrees to indemnify and hold harmless the rchitect)*ngineer from any and all claims,
demands and causes of action of any 7ind or character arising separate from this %ro&ect as a result
of reuse of the documents de/eloped under this greement'
1'9'4 The ($ner is restricted from using the rchitect)*ngineer5s license seal)stamp)signature in any form
or manner as part of any reuse of documents de/eloped under this greement' The
rchitect)*ngineer may not remo/e its license seal)stamp)signature from the +ontract Documents
used to construct the %ro&ect 1ut may do so from electronic and hard copy 0ecord Dra$ings
deli/ered to the ($ner'
1'9'9 The rchitect)*ngineer shall ha/e the right to include photographic or artistic representations of the
design and construction of the %ro&ect among the rchitect)*ngineer5s promotional and professional
materials' The rchitect)*ngineer shall 1e gi/en reasona1le access to the completed %ro&ect to
ma7e such representations' Jo$e/er, the rchitect)*ngineer5s materials shall not include the
($ner5s confidential or proprietary information regardless of $hether or not the ($ner has
pre/iously ad/ised the rchitect)*ngineer in $riting of the specific information considered 1y the
($ner to 1e confidential or proprietary'
1.1" DISPUTE RESOLUTION
1'10'1 The ($ner and rchitect)*ngineer shall endea/or to resol/e contro/ersies, claims, disputes,
and other matters in 2uestion 1et$een them through good faith de1ate, discussion, and
negotiation prior to su1mitting them to mediation, ar1itration, or other legal proceeding'
1'10'2 During all de1ate, discussion, negotiation, mediation, and ar1itration proceedings, the
rchitect)*ngineer shall continue $ith performance of ser/ices in accordance $ith this
greement, including matters in dispute' The ($ner shall continue to ma7e payment for
ser/ices not in dispute in accordance $ith this greement'
1'10'6 ny and all contro/ersies, disputes, claims, or other matters 1et$een the parties arising out of
or related to this greement shall 1e decided and settled in accordance $ith this greement and
$ith the Eniform r1itration ct, Title 2=, +hapter 9 of Montana +ode nnotated'
1'10'4 +ity of Jelena, ,e$is C +lar7 +ounty, State of Montana, shall 1e the /enue for all mediation and
ar1itration proceedings unless other$ise agreed upon in $riting 1y 1oth parties' State of
Montana la$ shall go/ern this greement and all dispute resolution and legal proceedings'
268894144'doc %age 14 of 29
#orm 0e/ision :July 1, 2011;
1'10'9 3n no e/ent shall any claim or dispute 1e made after the date $hen institution of legal or
e2uita1le proceedings 1ased on such claim, dispute, or other matter in 2uestion $ould 1e
1arred 1y the applica1le statute of limitations'
1'10'< Mediation:
1'10'<'1 ny claim, dispute or other matter in 2uestion arising out of or related to this
greement shall 1e su1&ect to mediation as a condition precedent to ar1itration or
the institution of legal or e2uita1le proceedings 1y either party' Jo$e/er, the
parties may mutually agree in $riting to $ai/e mediation and proceed directly to
ar1itration'
1'10'<'2 0e2uest for mediation shall 1e filed in $riting $ith the other party to the greement
and the parties shall endea/or to agree upon a mediator and a location for the
proceedings' Enless other$ise mutually agreed upon, mediation shall 1e in
accordance $ith the +onstruction 3ndustry Mediation 0ules of the merican
r1itration ssociation, e.cept 0ule M-2 :filing $ith ;' 0e2uests for mediation
shall not 1e filed $ith unless agreed upon 1y 1oth parties to do so'
1'10'<'6 demand for ar1itration shall not 1e made and no ar1itration proceedings may
occur until attempt at mediation has failed unless 1oth parties ha/e mutually $ai/ed
mediation'
1'10'<'4 The parties shall share the mediator5s fee and any filing fees e2ually' The
mediation shall 1e held in the place $here the %ro&ect is located, unless another
location is mutually agreed upon' greements reached in mediation shall 1e
enforcea1le as settlement agreements in the /enue specified in this greement'
1'10'= r1itration:
1'10'='1 +ontro/ersies, claims, disputes, or other matters in 2uestion 1et$een the parties
that are not resol/ed 1y mediation shall 1e decided 1y ar1itration' Enless other$ise
mutually agreed upon, ar1itration shall 1e in accordance $ith the +onstruction
3ndustry r1itration 0ules of the merican r1itration ssociation, e.cept 0ule -6
:filing $ith ;' Demands for ar1itration shall not 1e filed $ith unless agreed
upon 1y 1oth parties to do so'
1'10'='2 demand for ar1itration may only 1e made upon conclusion of mediation unless
mediation is $ai/ed 1y agreement of the parties to do so'
1'10'='6 Bo ar1itration arising out of or relating to this greement shall include, 1y
consolidation or &oinder or in any other manner, an additional person or entity not a
party to this greement, e.cept 1y $ritten consent containing a specific reference to
this greement and signed 1y the ($ner, rchitect)*ngineer, and any other person
or entity sought to 1e &oined' +onsent to ar1itration in/ol/ing an additional person
or entity shall not constitute consent to ar1itration of any claim, dispute or other
matter in 2uestion not descri1ed in the $ritten consent or $ith a person or entity not
named or descri1ed therein' The foregoing agreement to ar1itrate and other
agreements to ar1itrate $ith an additional person or entity duly consented to 1y
parties to this greement shall 1e specifically enforcea1le in accordance $ith
applica1le la$ in any court ha/ing &urisdiction thereof'
1'10'='4 The ruling or a$ard rendered 1y the ar1itrator or ar1itrators shall 1e final, and
&udgment may 1e entered upon it in accordance $ith applica1le la$ in the /enue
specified herein'
1'10'8 Dispute >et$een ($ner and +ontractor:
1'10'8'1 3n the e/ent a dispute arises 1et$een the ($ner and +ontractor, or any other party,
$hether 1efore, during, or after construction, the rchitect)*ngineer shall ad/ise
and consult $ith the ($ner in attempting to resol/e the dispute, $hether informally
or 1y mediation, ar1itration, or other legal proceeding'
1'10'8'2 The rchitect)*ngineer $ill ma7e himself and)or his consultants, agents, and
employees a/aila1le and shall permit inspection of his records 1y the ($ner' 3n the
e/ent that it is ultimately determined that the rchitect)*ngineer did not cause or
contri1ute to the dispute, damages, or e.penses alleged, the rchitect)*ngineer
shall 1e reim1ursed 1y the ($ner for all costs reasona1ly incurred upon final
resolution of the dispute $ith the +ontractor'
1'10'8'6 The ($ner, at its sole discretion, may also en&oin the rchitect)*ngineer and)or
consolidate any claim or dispute $ith the rchitect)*ngineer to any dispute 1et$een
the ($ner and +ontractor' This condition is the singular and sole e.emption to
needing $ritten consent of the ($ner, rchitect)*ngineer, and any other party
see7ing to 1e &oined in a dispute or claim 1et$een the ($ner and the +ontractor,
as defined in the +ontract for +onstruction'
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1'10'8'4 3f there is no formal determination or finding of fault, the rchitect)*ngineer and
($ner may negotiate terms for payment unless the ($ner suffered loss as a result
of the dispute and 1elie/es the rchitect)*ngineer $as responsi1le for or
contri1uted to the loss or cause of the dispute' 3n such e/ent, any such dispute
1et$een the ($ner and the rchitect)*ngineer shall 1e su1&ect to resolution per the
!Dispute 0esolution" article of this greement'
1'10'8'9 The ($ner $ill not 1e re2uired to reim1urse the rchitect)*ngineer for matters in
dispute at any time prior to a final determination or resolution of any claim or
dispute' 3n the e/ent the rchitect)*ngineer caused, in $hole or in part, the dispute
or contro/ersy, the rchitect)*ngineer shall 1ear his costs for participating in the
resolution'
1.11 WAIER OF CONSE#UENTIAL DAMAGES
The rchitect)*ngineer and the ($ner $ai/e all conse2uential damages against each other that arise as a
result any claims, disputes, or other matters in 2uestion arising out of or relating to this greement' This
mutual $ai/er is applica1le, $ithout limitation, to all conse2uential damages as a result of either party5s
termination in accordance $ith this greement'
1.12 MISCELLANEOUS PROISIONS
1'12'1 This greement shall 1e go/erned 1y the la$s of the State of Montana and /enue for all
proceedings shall 1e +ity of Jelena, ,e$is C +lar7 +ounty'
1'12'2 +auses of action 1et$een the parties to this greement pertaining to acts or failures to act shall
1e deemed to ha/e accrued and the applica1le statutes of limitations shall commence to run not
later than the effecti/e date of termination or of #inal cceptance of the %ro&ect per the Feneral
+onditions of the +ontract for +onstruction'
1'12'6 To the e.tent damages are co/ered 1y either5s insurance, the ($ner and the rchitect)*ngineer
$ai/e all rights against each other and against contractors, consultants, agents, and employees
of the other for damages, e.cept such rights as they may ha/e to the proceeds of such
insurance current as of the date of this greement'
1'12'4 3nsurance'
1'12'4'1 The rchitect)*ngineer shall procure and maintain through termination or #inal
cceptance of the %ro&ect, Nor7ers +ompensation +o/erage, and commercial
general lia1ility insurance for protection from claims, actions, damages, and
lia1ilities due to or arising out of 1odily in&ury, automo1ile accidents, personal in&ury,
sic7ness, disease, death, or other incidents for himself and all his employees and
from claims, action, damages, and lia1ility to or destruction of property arising out of
ser/ices pro/ided under this greement'
1'12'4'2 The rchitect)*ngineer shall procure and maintain at its o$n e.pense professional
lia1ility co/erage through termination or #inal cceptance of the %ro&ect'
1'12'4'6 Bo $ai/ers of su1rogation are granted or agreed' This non-$ai/er of su1rogation
supersedes statement granting $ai/er of su1rogation in any insurance policy or
certificate of insurance in place 1efore or after the e.ecution of this greement'
1'12'9 3ndemnification and Jold Jarmless'
1'12'9'1 The rchitect)*ngineer shall protect, defend, and sa/e the ($ner, its elected and
appointed officials, agents, agencies, and employees, $hile acting $ithin the scope
of their duties as such, harmless from and against all claims, lia1ilities, demands,
causes of action, and &udgments $hatsoe/er :including the cost of defense and
reasona1le attorney fees; arising in fa/or of or asserted 1y third parties on account
of damage to property, personal in&ury, or death $hich in&ury, death, or
damage, arises out of ser/ices performed or omissions of ser/ices or in any $ay
results from the negligent acts or omissions of the rchitectT*ngineer, its agents, or
su1-consultants'
1'12'9'2 The ($ner shall protect, defend, and sa/e the rchitect)*ngineer, its agents and
employees, $hile acting $ithin the scope of their duties as such, harmless from and
against all claims, lia1ilities, demands, causes of action, and &udgments $hatsoe/er
:including the cost of defense and reasona1le attorney fees; arising in fa/or of or
asserted 1y third parties on account of damage to property, personal in&ury, or death
$hich in&ury, death, or damage, arises out of or in any $ay results from the
negligent acts or omissions of the ($ner, its elected and appointed officials,
agents, and employees'
1'12'< *2ual (pportunity *mployment' The rchitect)*ngineer shall 1e familiar $ith and 1e
responsi1le for and adhere to all #ederal and State re2uirements regarding employment
practices' ll hiring and other employment practices of the rchitect)*ngineer shall 1e in
accordance $ith #ederal *2ual *mployment (pportunity la$s, re2uirements and regulations
and shall 1e nondiscriminatory, 1ased on merit and 2ualifications $ithout regard to race, color,
268894144'doc %age 1< of 29
#orm 0e/ision :July 1, 2011;
religion, creed, political ideas, se., age, marital status, physical or mental handicap, or national
origin'
1'12'= %ersonnel *.penses pertaining to mandatory or customary contri1utions and 1enefits related to
employment ta.es and other statutory employee 1enefits, insurance, sic7 lea/e, holidays,
/acations, employee retirement plans, and similar contri1utions are entirely the responsi1ility of
the rchitect)*ngineer'
1.13 TERMINATION OR SUSPENSION OF THIS AGREEMENT
1'16'1 The ($ner or rchitect)*ngineer may terminate this greement upon gi/ing $ritten notice to the
other that such party has defaulted and failed to fulfill its o1ligations under this greement' The
$ritten notice must contain an itemi4ed description and accounting of default and failure' 3n the
e/ent of such default, the rchitect)*ngineer or ($ner shall allo$ ten :10; calendar days for
correcti/e action or su1mission of a correcti/e action plan 1y the other party' The ten :10; days
shall 1e 1ased upon the date of receipt of the notice 1y the other party' Should no satisfactory
correcti/e action 1e ta7en or accepta1le correcti/e action plan 1e pro/ided 1y the defaulting
party, the other shall ha/e right to immediately terminate the greement through a su1se2uent
$ritten notice of termination'
1'16'2 The ($ner may terminate this greement $ithout cause or for con/enience at any time upon
gi/ing $ritten notice to the rchitect)*ngineer' 3f the greement is terminated $ithout cause or
for con/enience, the rchitect)*ngineer shall 1e compensated for all ser/ices rendered prior to
recei/ing the $ritten notice'
1'16'6 3f the rchitect)*ngineer fails to fulfill his o1ligations and the greement is terminated, the
($ner may prosecute the %ro&ect to completion 1y contract or other means a/aila1le' The
rchitect)*ngineer shall 1e lia1le to the ($ner for any and all additional costs incurred due to
the rchitect)*ngineer5s failure to perform' The rights and remedies a/aila1le to the ($ner
pro/ided herein are in addition to any and all other rights and remedies pro/ided 1y la$ or
e2uity'
1'16'4 3f the ($ner fails to ma7e payments to the rchitect)*ngineer in accordance $ith this
greement, such failure shall 1e considered su1stantial non-performance and cause for
termination su1&ect to the $ritten notice pro/ision a1o/e or, at the rchitect)*ngineer5s option,
cause for suspension of performance of ser/ices under this greement' 3f the
rchitect)*ngineer elects to suspend ser/ices, prior to suspension of ser/ices the
rchitect)*ngineer shall also gi/e ten :10; days $ritten notice to the ($ner' 3n the e/ent of a
suspension of ser/ices, the rchitect)*ngineer shall ha/e no lia1ility to the ($ner for delay or
damage caused the ($ner 1ecause of such suspension of ser/ices' The rchitect)*ngineer
shall resume ser/ices upon correcti/e action or su1mission of a correcti/e action plan 1y the
($ner'
1'16'9 The rchitect)*ngineer cannot terminate this greement or suspend ser/ices if the %ro&ect is
suspended or delayed 1y the ($ner' The ($ner shall notify the rchitect)*ngineer concerning
any suspension or delay and may direct the rchitect)*ngineer to suspend ser/ices accordingly'
1'16'< ny and all e.penses, termination costs, anticipated o/erhead and profit, and conse2uential
costs as a result of any delay, suspension, or termination of this greement are specifically
e.cluded and shall not 1e due the rchitect)*ngineer'
2 PART 2
2.1 PROJECT ADMINISTRATION AND MANAGEMENT $FOR PART 2%
2'1'1 The rchitect)*ngineer shall 1e responsi1le for managing all the rchitect)*ngineer5s ser/ices and
administration of the %ro&ect in accordance $ith this greement' The rchitect)*ngineer shall
consult $ith the ($ner, research applica1le design criteria, attend %ro&ect meetings, maintain a
%ro&ect contact list, communicate $ith mem1ers of the %ro&ect team, issue progress reports and
meeting minutes /ia email to the ($ner and gency unless another manner of distri1ution is agreed
upon'
2'1'2 The rchitect)*ngineer shall esta1lish the re2uirements and all design parameters in cooperation
$ith the ($ner' 3f %rogramming is part of the rchitect)*ngineer5s ser/ices under this greement,
the completed and appro/ed %rogramming Documents shall 1ecome the %ro&ect %rogram and the
1asis of design of the %ro&ect' 3f %rogramming ser/ices are not part of the rchitect)*ngineer5s
ser/ices under this greement, the ($ner5s 3nitial 3nformation document and any additionally
documented and agreed upon parameters 1et$een the parties shall 1ecome the %ro&ect %rogram
and $ill form the 1asis of design of the %ro&ect'
2'1'6 The rchitect)*ngineer shall coordinate the ser/ices pro/ided 1y the rchitect)*ngineer and the
rchitect)*ngineer5s consultants $ith those ser/ices pro/ided 1y the ($ner and the ($ner5s
consultants'
2'1'4 Epon re2uest of the ($ner, the rchitect)*ngineer shall ma7e presentations to e.plain the %ro&ect
%rogram, concepts, and design of the %ro&ect to other interested parties as coordinated 1y the
($ner'
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2'1'9 The rchitect)*ngineer shall su1mit documents to the ($ner at inter/als appropriate to the
programming and concept process for purposes of e/aluation and appro/al 1y the ($ner' The
rchitect)*ngineer shall 1e entitled to rely on appro/als recei/ed from the ($ner in the further
de/elopment of the design'
2'1'< The rchitect)*ngineer shall assist the ($ner in connection $ith the ($ner5s responsi1ility for filing
documents re2uired for the appro/al of go/ernmental authorities ha/ing &urisdiction o/er the %ro&ect'
2.2 EALUATION& DATA GATHERING& ANAL'SIS& STUDIES& AND REPORTS
2'2'1 The rchitect)*ngineer shall pro/ide a preliminary e/aluation of the 3nitial 3nformation furnished 1y
the ($ner under this greement' The rchitect)*ngineer shall re/ie$ such information to ascertain
that it is consistent $ith the re2uirements of the %ro&ect and shall notify the ($ner of any other
information or consultant ser/ices that may 1e reasona1ly needed for the %ro&ect'
2'2'2 The rchitect)*ngineer shall pro/ide a preliminary e/aluation of the ($ner5s site for the %ro&ect
1ased on the information pro/ided 1y the ($ner regarding site conditions, and the ($ner5s 3nitial
3nformation, schedule, and 1udget'
2'2'6 The rchitect)*ngineer shall perform a data gathering effort regarding the ($ner5s initial conditions
for the %ro&ect' Such data gathering effort shall in/ol/e, 1ut not 1e limited to, an initial meeting to
define data gathering parameters, proposed site locations, potential utilities, traffic patterns,
pedestrian flo$, aesthetic and architectural aspects of other facilities in the area in order to pro/ide
essential input to the %ro&ect %rogram and the ($ner5s decision-ma7ing process'
2'2'4 #or e.isting facilities to 1e reno/ated, demolished, or reha1ilitated, data gathering shall consist of:
initial meeting to define data gathering parameters? preparation of site dra$ings and complete as-
1uilt +D dra$ings of the e.isting facility :or area affected 1y the $or7; of architectural, mechanical,
electrical and structural conditions if none are pro/ided 1y the ($ner? esta1lishment of pro&ect
1oundaries? code e/aluation of the e.isting facility? determination of all utility connections?
ha4ardous materials in/estigation and report? prepare and analy4e e.isting data pertaining to the
facility5s function, location, and operation'
2'2'9 The rchitect)*ngineer shall prepare and maintain the information o1tained in data gathering for
presentation to the ($ner and inclusion into the %ro&ect %rogram'
2'2'< 3f feasi1ility studies are re2uested 1y the ($ner, the rchitect)*ngineer shall perform a detailed
in/estigation and analysis to determine the technical, financial, and functional /ia1ility of the
proposed %ro&ect' #ees for feasi1ility studies shall 1e incorporated into the costs of %rogramming or
indicated separately in the rchitect)*ngineer5s compensation'
2.3 EALUATION OF THE BUDGET AND ESTIMATE OF CONSTRUCTION COST
2'6'1 Nhen the %ro&ect %rogram re2uirements ha/e 1een sufficiently identified, the rchitect)*ngineer
shall prepare an *stimate of +onstruction +ost' This estimate may 1e 1ased on current area,
/olume, similar conceptual or recent construction history estimating techni2ues' 3f %rogramming is
included in the rchitect)*ngineer5s ser/ices under this greement, the rchitect)*ngineer shall
update and refine the *stimate of +onstruction +ost throughout the programming process' The
rchitect)*ngineer shall ad/ise the ($ner of any ad&ustments to pre/ious *stimates indicated 1y
changes in %ro&ect re2uirements or general mar7et conditions' 3f at any time the
rchitect)*ngineer5s *stimate of +onstruction +ost e.ceeds the ($ner5s 1udgeted construction
cost, the rchitect)*ngineer shall ma7e appropriate recommendations to the ($ner to ad&ust the
%ro&ect5s si4e, 2uality, or 1udget'
2'6'2 */aluations of the ($ner5s 1udget for the %ro&ect, the *stimate of +onstruction +ost, and updated
*stimates of +onstruction +ost prepared 1y the rchitect)*ngineer, are to represent the
rchitect)*ngineer5s 1est &udgment as a design professional familiar $ith the construction industry'
3t is recogni4ed, ho$e/er, that neither the rchitect)*ngineer nor the ($ner has control o/er the
cost of la1or, materials or e2uipment, the +ontractor5s methods of determining 1id prices, or o/er
competiti/e 1idding, mar7et or negotiating conditions' ccordingly, the rchitect)*ngineer cannot
and does not $arrant or present that 1ids or negotiated prices $ill not /ary from the ($ner5s 1udget
for the %ro&ect or from any *stimate of +onstruction +ost or e/aluations prepared 1y the
rchitect)*ngineer'
2'6'6 The +onstruction +ost is part of the %ro&ect >udget and shall 1e the total !Jard" costs or, to the
e.tent the %ro&ect is not completed, the estimated cost to the ($ner of all elements of the %ro&ect
programmed, designed, or specified 1y the rchitect)*ngineer' *stimates of +onstruction +ost shall
include the cost at pro&ected mar7et rates of la1or and materials and e2uipment designed, specified,
selected or specially pro/ided for 1y the rchitect)*ngineer, including the costs of management or
super/ision of construction or installation pro/ided 1y a separate construction manager or
contractor, plus a reasona1le allo$ance for their o/erhead and profit' The *stimate of +onstruction
+ost does not include !Soft" costs as defined in the greement'
2.4 SITE PLANNING
2'4'1 Site %lanning shall commence $ith the e.ecution of the greement and shall 1e complete $ith the
($ner5s appro/al and acceptance of the completed Master %lanning Document'
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2'4'2 The o/erall goals and functions of the Site %lan are: @enter descriptionA'
2'4'6 The Site %lan shall focus on fi/e elements:
2'4'6'1 /ision and direction of the agency and ho$ the facilities master plan integrates and
assists in the o/erall o1&ecti/es and targets?
2'4'6'2 documentation of e.isting facilities, utilities, themes, roads, side$al7s, campus access,
and structures?
2'4'6'6 a/aila1le and potentially-a/aila1le open space?
2'4'6'4 transportation and circulation for all types of transit and pedestrians? and,
2'4'6'9 defining potential future de/elopment and gro$th'
2'4'4 (pen Space (1&ecti/es in the Site %lan' The Site %lan should conser/e and enhance e.isting open
spaces and /ie$s to and from facilities and loo7 for opportunities to create additional safe and
attracti/e open spaces' The Site %lan shall:
2'4'4'1 designate important open spaces and /ie$s and create policies to ensure their
preser/ation and maintenance?
2'4'4'2 identify areas that could 1ecome safe and pleasant ne$ open spaces?
2'4'4'6 propose opportunities to use landscape elements to strengthen the structure of the
grounds?
2'4'4'4 identify areas $here lin7s 1et$een open spaces could 1e impro/ed in order to achie/e
a cohesi/e and accessi1le open space net$or7?
2'4'4'9 incorporate accessi1ility as an integral part of the design of propose design standards
that $ill increase safety and comfort in campus open spaces? and,
2'4'4'< lin7 the open space and circulation systems into the community and surrounding open
space systems'
2'4'9 Transportation and +irculation (1&ecti/es in the Site %lan' The Site %lan should ensure access to
and $ithin the area 1y all modes of transportation and encouraging a safe and pleasant
en/ironment for pedestrians and 1icyclists' The Site %lan shall:
2'4'9'1 impro/e the pedestrian e.perience?
2'4'9'2 increase access for pedestrians and 1icyclists, 1oth to and $ithin the area?
2'4'9'6 minimi4e conflicts 1et$een pedestrians, 1icycles, and /ehicles?
2'4'9'4 impro/e pu1lic transportation $ith the goal of minimi4ing /ehicle trips and related
par7ing re2uirements?
2'4'9'9 minimi4e the amount of ne$ par7ing facilities $hile still pro/iding par7ing for a /ariety of
users, including the disa1led, $ith the least impact on the area and the surrounding
street system?
2'4'9'< locate, landscape, and screen par7ing to pre/ent detracting from the o/erall 2uality of
the campus)facility en/ironment $hile promoting safety and security? and,
2'4'9'= clearly identify access and impro/e signage around campus)facility'
2'4'< #uture De/elopment (1&ecti/es of the Site %lan' Sites should 1e selected and de/eloped to
contri1ute to the enhancement of the campus)facility en/ironment $ithout detracting from the
fundamental 2ualities of the area' *ach potential site should 1e de/eloped to:
2'4'<'1 impro/e the en/ironment $ith high 2uality architecture and open space integrated $ith
the 1uilding design?
2'4'<'2 enhance and strengthen its conte.t and the campus as a $hole?
2'4'<'6 1e in harmony $ith the immediate surroundings?
2'4'<'4 facilitate accessi1ility and pedestrian circulation?
2'4'<'9 accommodate ser/ice functions $ith minimal /isual impact from pedestrian routes and
open spaces, $ithout causing safety conflicts?
2'4'<'< pro/ide a more en/ironmentally sustaina1le landscape that promotes conser/ation of
natural resources and systems?
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#orm 0e/ision :July 1, 2011;
2'4'<'= pro/ide an economically feasi1le and functional pro&ect, and,
2'4'<'8 support greening and sustaina1ility techni2ues'
2.5 PROGRAMMING AND CONCEPTS
2'9'1 The %rogramming shall commence $ith the e.ecution of the greement and shall 1e complete $ith
the ($ner5s appro/al and acceptance of the %rogramming Documents'
2'9'2 The %rogramming effort shall meet the !%rogramming" section of the ($ner5s !%erformance and
Document Su1mission 0e2uirements" document posted under the )* Ser/ices area of the ($ner5s
$e1 site at http:))architecture'mt'go/) unless other$ise modified 1y the 3nitial 3nformation document'
Should certain disciplines identified in the !%erformance and Document Su1mission 0e2uirements"
not apply to the %ro&ect, those specific portions of the !%rogramming" section shall not 1e applica1le
under the terms of this greement' Disciplines shall 1e defined as architecture, structural
engineering, mechanical engineering, electrical engineering, ci/il engineering, and commissioning'
2'9'6 The rchitect)*ngineer shall pro/ide ()*+,-./ set:s; of %rogramming Documents including
*stimate of +onstruction for re/ie$ and appro/al to the gency point of contact and ()*+,-./
set:s; to the ($ner'
2.6 FUND RAISING AND DELIERABLES
2'<'1 The #und 0aising *ffort shall commence $ith the signing of the greement and shall 1e complete
upon conclusion of the ($ner5s acceptance and appro/al of #und 0aising Deli/era1les'
2'<'2 The rchitect)*ngineer5s assistance to the ($ner for fund raising efforts includes: @enter
descriptionA'
2'<'6 #und 0aising Deli/era1les shall include:
2'<'6'1 +haracter S7etches - @num1erA perspecti/es?
2'<'6'2 %resentation >oards - @num1erA perspecti/es?
2'<'6'6 Descripti/e %ro&ect >oo7lets - @num1erA copies?
2'<'6'4 %ro&ect >rochures - @num1erA copies?
2'<'6'9 physical %resentation Model? and,
2'<'6'< 6-D +omputer Fraphic nimation'
2'<'4 ll computer presentation materials shall 1e a1le to 1e /ie$ed 1y any user)/ie$er)presenter $ithout
the need to purchase or o$n any proprietary soft$are' ll $e1-1ased or disc-1ased presentation
materials shall ha/e all necessary soft$are pre-loaded on the disc in order to operate any
presentation materials'
2'<'9 The rchitect)*ngineer shall pro/ide all #und 0aising Deli/era1les to the gency point of contact'
2.7 SITE SERICES
2'='1 ccess and %rotection of %roperty' The rchitect)*ngineer shall contact the gency for information
regarding access to the site and shall ta7e all reasona1le precautions to pre/ent damage to
property, /isi1le and concealed, and shall reasona1ly restore the site to the condition e.isting prior
to the rchitect)*ngineerDs entry, including, 1ut not limited to, repair of cur1s, side$al7s, la$ns and
plantings unless other$ise agreed to $ith the ($ner'
2'='2 Site and Topographical Sur/eys' The rchitect)*ngineer shall furnish sur/eys to descri1e physical
characteristics, legal limitations and utility locations for the site of the %ro&ect, and a $ritten legal
description of the site unless such sur/eys are specifically pro/ided 1y the ($ner' The sur/eys and
legal information shall include, as applica1le, grades and lines of streets, alleys, pa/ements and
ad&oining property and structures? ad&acent drainage? rights-of-$ay, restrictions, easements,
encroachments, 4oning, deed restrictions, 1oundaries and contours of the site? locations,
dimensions and necessary data $ith respect to e.isting 1uildings, other impro/ements and trees?
and information concerning a/aila1le utility ser/ices and lines, 1oth pu1lic and pri/ate, a1o/e and
1elo$ grade, including in/erts and depths' ll the information on the sur/ey shall 1e referenced to a
%ro&ect 1enchmar7 that is permanent and readily identifia1le and incorporated into the +ontract
Documents' %ro/ide t$o :2; copies of all sur/eys to the ($ner'
2'='6 The Site Ser/ices effort shall meet the applica1le portions of the ($ner5s !Site)Topographic Sur/ey
0e2uirements" document posted under the )* Ser/ices area of the ($ner5s $e1 site at
http:))architecture'mt'go/)' 3napplica1le portions shall 1e identified as such in the
rchitect)*ngineer5s fee proposal or similar correspondence prior to the e.ecution of this
greement'
2'='4 dditional 0e2uirements:
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2'='4'1
2.8 GEOTECHNICAL SERICES
2'8'1 ccess and %rotection of %roperty' The rchitect)*ngineer shall contact the gency for information
regarding access to the site and shall ta7e all reasona1le precautions to pre/ent damage to
property, /isi1le and concealed, and shall reasona1ly restore the site to the condition e.isting prior
to the rchitect)*ngineerDs entry, including, 1ut not limited to, repair of cur1s, side$al7s, la$ns and
plantings unless other$ise agreed to $ith the ($ner'
2'8'2 Feotechnical 3n/estigation and 0eports' The rchitect)*ngineer shall furnish the ser/ices of a
licensed geotechnical engineer' Ser/ices may include 1ut are not limited to test 1orings, test pits,
determinations of soil 1earing /alues, percolation tests, e/aluations of ha4ardous materials, soil
corrosion)resisti/ity tests, including necessary operations for anticipating su1soil conditions, $ith
reports and appropriate recommendations unless such ser/ices are specifically pro/ided 1y the
($ner' %ro/ide t$o :2; copies of each 0eport to the ($ner'
2'8'6 The Feotechnical Ser/ices effort shall meet the applica1le portions of the ($ner5s !Feotechnical
Ser/ices 0e2uirements" document posted under the )* Ser/ices area of the ($ner5s $e1 site at
http:))architecture'mt'go/)' 3napplica1le portions shall 1e identified as such in the
rchitect)*ngineer5s fee proposal or similar correspondence prior to the e.ecution of this
greement'
2'8'4 dditional 0e2uirements:
2'8'4'1
2.! HIGH0PERFORMANCE BUILDING STANDARDS& CRITERIA& AND SUSTAINABLE PLANNING
2'9'1 3n cooperation $ith the ($ner and gency, the rchitect)*ngineer shall integrate into the design all
high-performance 1uilding attri1utes, standards, and criteria esta1lished 1y the Department of
dministration, rchitecture C *ngineering Di/ision' Jigh-performance 1uilding standards apply to
all ne$ construction and ma&or remodels and co/ers items such as, 1ut is not limited to:
2'9'1'1 1uilding design analysis and 1uilding performance as it relates to energy efficiency,
sustaina1ility concepts, dura1ility, life-cycle performance of all systems, and occupant
producti/ity?
2'9'1'2 energy use effecti/eness including natural con/ection in JK+, natural lighting and
$ater use ) recycling ) integration?
2'9'1'6 de/elopment of integrated systems for en/ironmentally-responsi1le architecture? and,
2'9'1'4 special e2uipment and systems for use of alternati/e energy and energy consumption
modeling'
2'9'2 3t is the ($ner5s intent that the %ro&ect 1e programmed to include sustaina1le architectural and
engineering solutions, en/ironmentally efficient materials, and shall include consideration of Gstate
of the artG design solutions in all areas of the pro&ect design'
2'9'6 Should the ($ner desire to pursue formal ESF>+ ,**D certification of the %ro&ect, the
rchitect)*ngineer shall then de/elop all necessary documentation for the le/el of certification
sought 1y the ($ner and shall assist $ith su1mission to the E'S' Freen >uilding +ouncil' The
($ner and rchitect)*ngineer shall negotiate compensation for the formal certification effort
commensurate $ith the le/el of certification 1eing sought 1y the ($ner and incorporate such 1y
addendum to this greement'
3 PART 3
Articles under this Part 3 form an integral part of this Agreement if compensation is identified in Part 1 for
any of the design, bidding, or construction administration phases indicated herein below, or if otherwise
specifically noted to be included !ithout compensation being identified in Part 1 or other specific indication
is not pro"ided, ser"ices are under Part 3 are not an integral part of this Agreement but may become so by
e#ecution of an Addendum to this Agreement
3.1 PROJECT ADMINISTRATION AND MANAGEMENT $FOR PART 3%
6'1'1 The rchitect)*ngineer shall 1e responsi1le for managing all the rchitect)*ngineer5s ser/ices and
administration of the %ro&ect in accordance $ith this greement' The rchitect)*ngineer shall
consult $ith the ($ner, apply all applica1le design criteria, attend %ro&ect meetings, maintain a
%ro&ect contact list, communicate $ith mem1ers of the %ro&ect team, issue progress reports and
meeting minutes, maintain the pro&ect schedule and 1udget' Documents and correspondence shall
1e issued /ia email to the ($ner and gency unless another manner of distri1ution is agreed upon'
6'1'2 The rchitect)*ngineer shall coordinate the ser/ices pro/ided 1y the rchitect)*ngineer and the
rchitect)*ngineer5s consultants $ith those ser/ices pro/ided 1y the ($ner and the ($ner5s
consultants'
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6'1'6 Epon re2uest of the ($ner, the rchitect)*ngineer shall ma7e presentations to e.plain the design of
the %ro&ect to other interested parties as coordinated 1y the ($ner'
6'1'4 The rchitect)*ngineer shall su1mit documents to the ($ner at inter/als appropriate to the design
and +onstruction +ontract dministration process for purposes of e/aluation and appro/al 1y the
($ner' The rchitect)*ngineer shall 1e entitled to rely on appro/als recei/ed from the ($ner in the
further de/elopment of the design and for +onstruction +ontract dministration'
6'1'9 The rchitect)*ngineer shall assist the ($ner in connection $ith the ($ner5s responsi1ility for filing
documents re2uired for the appro/al of go/ernmental authorities ha/ing &urisdiction o/er the %ro&ect'
The rchitect)*ngineer shall specifically coordinate all 1uilding code issues and plan re/ie$s $ith
the permitting authority ha/ing &urisdiction'
6'1'< The rchitect)*ngineer shall consider the /alue and suita1ility of alternati/e materials, 1uilding
systems and e2uipment, together $ith other considerations 1ased on program, 1udget and
aesthetics in de/eloping the design for the %ro&ect'
3.2 EALUATION OF THE BUDGET AND ESTIMATE OF CONSTRUCTION COST
6'2'1 The rchitect)*ngineer shall prepare *stimates of +onstruction +ost' These estimates may 1e
1ased on current area, /olume, similar conceptual or recent construction history estimating
techni2ues during Schematic and Design De/elopment 1ut shall 1e 1ased upon direct 2uantity ta7e-
offs $ith correlation to current mar7et trends throughout the +onstruction Documents phase' The
rchitect)*ngineer shall update and refine the *stimate of +onstruction +ost at each phase of
design and as re2uested 1y the ($ner' The rchitect)*ngineer shall ad/ise the ($ner of any
ad&ustments to pre/ious *stimates indicated 1y changes in %ro&ect re2uirements or general mar7et
conditions' 3f at any time the rchitect)*ngineer5s *stimate of +onstruction +ost e.ceeds the
($ner5s %ro&ect >udget, the rchitect)*ngineer shall ma7e appropriate recommendations to the
($ner to ad&ust the %ro&ect5s si4e, 2uality, or 1udget, and shall ma7e modifications that are mutually
agreed upon $ith the ($ner in ma7ing such ad&ustments'
6'2'2 */aluations of the ($ner5s 1udget for the %ro&ect, the *stimate of +onstruction +ost and updated
*stimates of +onstruction +ost prepared 1y the rchitect)*ngineer are to represent the
rchitect)*ngineer5s 1est &udgment as a design professional familiar $ith the construction industry'
3t is recogni4ed, ho$e/er, that neither the rchitect)*ngineer nor the ($ner has control o/er the
cost of la1or, materials or e2uipment, o/er the +ontractor5s methods of determining 1id prices, or
o/er competiti/e 1idding, mar7et or negotiating conditions' ccordingly, the rchitect)*ngineer
cannot and does not $arrant or present that 1ids or negotiated prices $ill not /ary from the ($ner5s
1udget for the %ro&ect or from any *stimate of +onstruction +ost or e/aluation prepared or agreed
to 1y the rchitect)*ngineer'
6'2'6 The +onstruction +ost is part of the %ro&ect >udget and shall 1e the total cost or, to the e.tent the
%ro&ect is not completed, the estimated cost to the ($ner of all elements of the %ro&ect designed
and)or specified 1y the rchitect)*ngineer' *stimates of +onstruction +ost shall include the cost at
pro&ected mar7et rates of la1or and materials and e2uipment designed, specified, selected or
specially pro/ided for 1y the rchitect)*ngineer, including the costs of management or super/ision
of construction or installation pro/ided 1y a separate construction manager or contractor, plus a
reasona1le allo$ance for their o/erhead and profit' The *stimate of +onstruction +ost does not
include !Soft" costs as defined in the greement'
6'2'4 3f 1idding or negotiations ha/e not commenced $ithin ninety :90; days after the rchitect)*ngineer
su1mits the final, completed +onstruction Documents to the ($ner, the *stimate of +onstruction
+ost shall 1e ad&usted to reflect changes in the general le/el of prices in the construction industry'
6'2'9 (nce the fi.ed limit of +onstruction +ost is esta1lished 1y the ($ner in con&unction $ith the %ro&ect
%rogram and the design, the rchitect)*ngineer shall determine, $ith the interaction of the ($ner,
$hat materials, e2uipment, components, systems, and types of construction are to 1e included in
the %lans and Specifications, and to ma7e reasona1le ad&ustments in the %ro&ect %rogram and
design to 1ring it $ithin the fi.ed limit' The rchitect) *ngineer shall also include 1id lternates, $ith
the interaction of the ($ner, to the >ase >id to ena1le the 1ids to 1e $ithin the fi.ed limit of
+onstruction +ost'
6'2'< 3f the final *stimate of +onstruction +ost pro/ided at the end of +onstruction Documents e.ceeds
the 1udgeted fi.ed limit of +onstruction +ost :including lternates and 1idding contingencies;, the
($ner may:
6'2'<'1 Fi/e $ritten appro/al of an increase in the fi.ed limit of +onstruction +ost? or,
6'2'<'2 +onfer $ith the rchitect)*ngineer in re/ising the %ro&ect to reduce the final *stimate of
+onstruction +ost' Such re/isions shall 1e performed $ithout additional compensation
to the rchitect)*ngineer'
6'2'= 3f the lo$est responsi1le 1id or lo$est negotiated proposal e.ceeds the fi.ed limit of +onstruction
+ost :including any lternates and 1idding contingencies;, the ($ner may:
6'2'='1 Fi/e $ritten appro/al of an increase in the fi.ed limit of +onstruction +ost?
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6'2'='2 Begotiate deducti/e changes, not to e.ceed =S of the total cost of the pro&ect $ith the
lo$est responsi1le 1idder' Such negotiated changes shall 1e at the e.pense of the
rchitect)*ngineer and shall constitute his sole responsi1ility to the ($ner in this
regard' Begotiated deducti/e changes shall 1e documented 1y the rchitect)*ngineer
through either re-design of the %ro&ect or in a manner similar to 1id addenda at the
discretion of the ($ner, and then formally priced and signed 1y the lo$est responsi1le
1idder? or,
6'2'='6 +onfer $ith the rchitect)*ngineer in re/ising the %ro&ect to reduce the final *stimate of
+onstruction +ost and re1id the %ro&ect' Such re/isions shall 1e at the e.pense of the
rchitect)*ngineer, including all costs for re-1idding the pro&ect, and shall constitute his
sole responsi1ility to the ($ner in this regard'
3.3 DESIGN SERICES
6'6'1 The rchitect)*ngineer5s design ser/ices consist of the phases descri1ed herein and are inclusi/e of
the necessary structural, ci/il, mechanical, fire protection, electrical engineering, information
technology, and other ser/ices as re2uired for a complete and integrated design'
6'6'2 SCHEMATIC DESIGN
6'6'2'1 The Schematic Design %hase shall commence $ith the signing of this greement or
upon the ($ner5s appro/al and acceptance of %art 2 Ser/ices if included in the
greement, and shall 1e complete $ith the ($ner5s appro/al of the Schematic Design
Documents'
6'6'2'2 The Schematic Design %hase effort shall meet the !Schematic Design" section of the
($ner5s !%erformance and Document Su1mission 0e2uirements" document posted
under the )* Ser/ices area of the ($ner5s $e1 site at http:))architecture'mt'go/)'
Should certain disciplines identified in the !%erformance and Document Su1mission
0e2uirements" not apply to the %ro&ect those specific portions of the !Schematic
Design" section shall not 1e applica1le under the terms of this greement' Disciplines
shall 1e defined as architecture, structural engineering, mechanical engineering,
electrical engineering, ci/il engineering, and commissioning'
6'6'2'6 The rchitect)*ngineer shall pro/ide ()*+,-./ set:s; of Schematic Design Documents
including the *stimate of +onstruction for re/ie$ and appro/al to the gency and t$o
:2; sets to the ($ner'
6'6'6 DESIGN DEELOPMENT $OR PRELIMNAR' DESIGN IF SD/DD ARE COMBINED%
6'6'6'1 The Design De/elopment %hase shall commence $ith the ($ner5s appro/al of the
Schematic Design Documents and shall 1e complete $ith the ($ner5s appro/al of the
Design De/elopment Documents'
6'6'6'2 The Design De/elopment %hase effort shall meet the !Design De/elopment :or
%reliminary Design;" section of the ($ner5s !%erformance and Document Su1mission
0e2uirements" document posted under the )* Ser/ices area of the ($ner5s $e1 site
at http:))architecture'mt'go/)' Should certain disciplines identified in the !%erformance
and Document Su1mission 0e2uirements" not apply to the %ro&ect those specific
portions of the !Design De/elopment :or %reliminary Design;" section shall not 1e
applica1le under the terms of this greement' Disciplines shall 1e defined as
architecture, structural engineering, mechanical engineering, electrical engineering, ci/il
engineering, and commissioning'
6'6'6'6 The rchitect)*ngineer shall pro/ide ()*+,-./ set:s; of Design De/elopment
Documents including the *stimate of +onstruction for re/ie$ and appro/al to the
gency and t$o :2; sets to the ($ner'
6'6'4 CONSTRUCTION DOCUMENTS
6'6'4'1 The +onstruction Documents %hase shall commence $ith the ($ner5s appro/al of the
Design De/elopment :or %reliminary Design; Documents and shall 1e complete $ith the
($ner5s appro/al of the +onstruction Documents'
6'6'4'2 The +onstruction Documents %hase effort shall meet the !+onstruction Documents"
section of the ($ner5s !%erformance and Document Su1mission 0e2uirements"
document posted under the )* Ser/ices area of the ($ner5s $e1 site at
http:))architecture'mt'go/)' Should certain disciplines identified in the !%erformance and
Document Su1mission 0e2uirements" not apply to the %ro&ect those specific portions of
the !+onstruction Documents" section shall not 1e applica1le under the terms of this
greement' Disciplines shall 1e defined as architecture, structural engineering,
mechanical engineering, electrical engineering, ci/il engineering, and commissioning'
6'6'4'6 t 99S +onstruction Documents and prior to 1idding, the rchitect)*ngineer shall
pro/ide ()*+,-./ set:s; of +onstruction Documents including the *stimate of
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+onstruction for re/ie$ and appro/al to the gency point of contact and t$o :2; sets to
the ($ner'
6'6'4'4 The ($ner may select to ha/e the %lans and Specifications re/ie$ed 1y a third-party
re/ie$ ser/ice :e'g' !0edi-+hec7";' Should the ($ner select to ha/e such a re/ie$
performed, the rchitect)*ngineer shall fully cooperate in pro/iding the re2uisite num1er
of sets of %lans and Specifications to such third-party re/ie$er' The ($ner and
rchitect)*ngineer shall negotiate a percentage of responsi1ility each has for the
compensation pro/ided to the third-party re/ie$er 1ased upon the 2uantity and type of
re/ie$ comments recei/ed, the completeness of the %lans and Specifications deli/ered
to the third-party re/ie$er, any delays e.perienced 1y the ($ner for redesign and)or
incorporation of comments, and potential 1enefits to 1e e.perienced during construction
administration for ha/ing had such a re/ie$ conducted'
6'6'4'9 The total +onstruction Documents %hase shall constitute 100S of the design effort
inclusi/e of any responses and alterations due to comments recei/ed upon re/ie$ from
the ($ner, 1uilding codes officials, user groups or other interested third parties'
3.4 BIDDING SERICES
6'4'1 The >idding %hase shall commence $ith the incorporation of final re/ie$ comments and the
($ner5s appro/al of the %lans and Specifications and the final *stimate of +onstruction cost and
shall 1e complete $ith the issuance of the Botice to %roceed of the +onstruction +ontract'
6'4'2 The >idding %hase effort shall meet the !>idding" section of the ($ner5s !%erformance and
Document Su1mission 0e2uirements" document posted under the )* Ser/ices area of the ($ner5s
$e1 site at http:))architecture'mt'go/)'
6'4'6 Enless appro/ed 1y the ($ner, the rchitect)*ngineer shall ma7e all corrections, additions, or
deletions to the final %lans and Specifications prior to distri1ution for 1idding purposes and $ithout
the use addenda' Bo documents shall 1e distri1uted for 1idding purposes $ithout the e.press,
$ritten appro/al of the ($ner'
6'4'4 The rchitect)*ngineer shall pro/ide ()*+,-./ set:s; of +onstruction Documents for 1idding
purposes, one :1; set to the gency, and one :1; set to the ($ner'
3.5 CONSTRUCTION CONTRACT ADMINISTRATION SERICES
6'9'1 The +onstruction +ontract dministration %hase shall commence $ith the issuance of the Botice to
%roceed of the +onstruction +ontract and shall 1e complete $hen the +ontractor has completed the
corrections from the $arranty inspection'
6'9'2 +onstruction +ontract dministration Ser/ices effort shall meet the !+onstruction dminnistration"
section of the ($ner5s !%erformance and Document Su1mission 0e2uirements" document posted
under the )* Ser/ices area of the ($ner5s $e1 site at http:))architecture'mt'go/)' Should certain
disciplines identified in the !%erformance and Document Su1mission 0e2uirements" not apply to the
%ro&ect those specific portions of the !+onstruction dministration" section shall not 1e applica1le
under the terms of this greement' Disciplines shall 1e defined as architecture, structural
engineering, mechanical engineering, electrical engineering, ci/il engineering, and commissioning'
6'9'6 The rchitect)*ngineer shall /isit the pro&ect site a minimum of (-)1-. +2)1345& ,607--845& 2.
9*:)1615/ and as appropriate to the stage of construction'
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E;ECUTION OF THIS AGREEMENT
This greement entered into as of the day and year first $ritten a1o/e:
rchitect)*ngineer:

Signature

%rint

Title
3s this company incorporatedU Ies VVVVV BoVVVVVV
Person signing for the Architect$Engineer shall be a principal owner
in the firm or a corporate officer and be legally able to bind the
Architect$Engineer to all pro"isions of this Agreement
($ner: STATE OF MONTANA

TJ(MS >' (5+(BB*,,
dministrator, rchitecture C *ngineering Di/ision
for the D30*+T(0, D*%0TM*BT (# DM3B3ST0T3(B

Date
268894144'doc %age 29 of 29
#orm 0e/ision :July 1, 2011;