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MEMORANDUM OF AGREEMENT This Memorandum of Agreement is entered into by the City of Billings [“City”] and Montana State University – Billings [MSU-B] concerning project oversight and disbursement of funds for a joint-planning project related to the establishment of a joint library for use by both parties. This Agreement consists of this Memorandum of Agreement and Exhibits A and B, which are attached hereto and hereby incorporated by reference. RECITALS: The parties desire to create an opportunity for a joint library which would be developed, constructed and financed jointly by the parties for provision of library services to the city residents and MSU-B students and faculty; and The parties have each contributed funds to develop plans and materials for the project to be used for fundraising and other purposes; Based upon the recitals set forth about, the parties have agreed to the following terms and conditions for oversight of the project, disbursement of funds, and implementation of project activities; Section 1. Oversight of the Project. MSU-B will act as the primary contracting entity for purposes of contracting with an architect and such other contractors as the party agree upon to accomplish the work set forth in the scope of work attached as Exhibit A [hereafter referred to as the Project]. Section 2. Provision of Funds for Project. The City will provide Seventy Five Thousand Dollars ($75,000) and MSU-B will provide Seventy Five Thousand Dollars ($75,000) for the support of the project. The parties agree to expend the funds as outlined in the budget attached as Exhibit B. The City will transfer funds to MSU-B as invoiced by MSU-B to pay one- half of expenditures incurred. The transfer of funds from the City must comply with City policies and procedures. Section 3. Contractor and Owner. For purposes of this project, MSU-B will enter into all contracts related to the expenditure of the funds dedicated to the project and will act as owner in connection with the description of the work in the Scope of Work. MSU-B will follow all requirements necessary for such contracts under state law and university policy. Section 4. Disbursement of Funds. MSU-B will disburse all funds under the contract(s) entered into to achieve the work described in the attached Scope of Work. The funds will be disbursed in accordance with the budget set forth in Exhibit B. Any spending variance of more than ten percent from the approved budget in Exhibit B must be approved, prior to spending, by both parties. All disbursements by MSU-B will be consistent with MSU-B’s policies and procedures. ---PAGE BREAK--- Section 5. Accounting for Funds. MSU-B shall account for the funds received under this Agreement in compliance with its accounting practices. Spending under this Agreement shall be in accordance with MSU-Billings procedures. Section 6. Modifications. This Agreement may be modified at any time upon the mutual written agreement of the parties. Montana State University – Billings City of Billings ---PAGE BREAK--- Billings Community Library Planning Study 1.1 PROGRAMMING AND CONCEPTS 1.1.1 The Programming shall commence with the execution of the Agreement and shall be complete with the Owner’s approval and acceptance of the Programming Documents. 1.1.2 The Programming effort shall provide the following: 1.1.2.1 develop and define the needs for the Project based upon the Owner’s preliminary project program, the recommendations of a Library Consultant retained by the selected firm and any other information obtained through the data gathering process, interviews, charettes, surveys and operational parameters; 1.1.2.2 review, develop, and document detailed requirements for the project, covering items such as project goals and objectives, design objectives, limitations, and criteria; gross area and space requirements; spatial relationships; needs and options for flexibility or expandability; identifying the need for special equipment and systems; site requirements; project schedule and budget requirements; 1.1.2.3 space concepts and flow diagrams, functional relationships, access, circulation, and flow patterns within the building and on the site; 1.1.2.4 define and develop programmatic and conceptual level documents consistent with the following: 1.1.2.4.1 Architectural - services responding to the programming and project requirements and consisting of preparation of conceptual site and building diagrams for each level or floor, investigation of alternative approaches, key diagrammatic sections, typical diagrammatic elevations, preliminary selection/recommendation of building systems and materials, development of approximate dimensions, areas and volumes, and review of any existing project documentation; 1.1.2.4.2 Structural - recommendations regarding structural materials and systems; 1.1.2.4.3 Mechanical and Electrical - for mechanical design, consideration and recommendations regarding systems and equipment, development of conceptual design solutions for energy sources/conservation and general space requirements. For electrical design, consideration and recommendations regarding basic electrical systems and equipment, analysis and development of conceptual design solutions for energy sources/conservation, service distribution, and general space requirements; 1.1.2.4.4 Civil - site planning analysis including layout of site features, building position, general topography, location of paving for walkways, driveways and parking. Also must include connections for building utilities such as water, sewer, gas/steam and power; 1.1.2.4.5 Budget - develop the project budget in conjunction with the Owner and assist in the analysis of soft costs and establishment of a preliminary ---PAGE BREAK--- construction budget. Provide a conceptual level cost estimate of the master plan (if incorporated in this Agreement) concept designs; and, 1.1.2.4.6 Scheduling/Phasing – develop the project schedule in conjunction with the Owner. Perform review and analysis of the project schedule and phasing plan(s) (if a phased project). 1.1.3 The Programming Document shall contain the following items: 1.1.3.1 Executive Summary with Project Statement; 1.1.3.2 Project Summary and Design Goals; 1.1.3.3 Space Program; 1.1.3.4 Planning and Design Criteria including, but not limited to, codes, zoning, clustering and layout criteria, building massing, blocking and stacking diagrams, space planning module, dimensional criteria, envelope interface, physical accessibility and ADA, style issues and constraints; 1.1.3.5 Building Performance Criteria including, but not limited to, general notes and comments on: building envelope, structure, interior construction, hvac systems, plumbing systems, fire suppression systems, electrical systems, and information technology systems; 1.1.3.6 Site Requirements including, but not limited to, preliminary building siting, site analysis, parking, traffic flow, grading and landscaping; 1.1.3.7 Budget and cost of the work involving estimates of construction, design fees and all other identifiable costs; and, 1.1.3.8 Schedules for funding, design, and construction. 1.1.4 The Architect/Engineer shall provide 4 sets of Programming Documents including Estimate of Construction for review and approval to the Owner’s point of contact. 1.2 FUND RAISING AND DELIVERABLES 1.2.1 The Fund Raising Effort shall commence with the signing of the Agreement and shall be complete upon conclusion of the Owner’s acceptance and approval of Fund Raising Deliverables. 1.2.2 The Architect/Engineer’s assistance to the Owner for fund raising efforts includes: 6 public presentations. ---PAGE BREAK--- 1.2.3 Fund Raising Deliverables shall include: 1.2.3.1 Presentation Boards - 2 perspectives; 1.2.3.2 Project Brochures - 150 copies; and 1.2.3.3 3-D Computer Graphic Animation. 1.2.4 All computer presentation materials shall be able to be viewed by any user/viewer/presenter without the need to purchase or own any proprietary software. All web-based or disc-based presentation materials shall have all necessary software pre-loaded on the disc in order to operate any presentation materials. 1.2.5 The Architect/Engineer shall provide all Fund Raising Deliverables to the Owner’s point of contact. 1.3 EVALUATION OF THE BUDGET AND ESTIMATE OF CONSTRUCTION COST 1.3.1 When the Project Program requirements have been sufficiently identified, the Architect/Engineer shall prepare an Estimate of Construction Cost. This estimate may be based on current area, volume, similar conceptual or recent construction history estimating techniques. As the programming process progresses through to the end of the preparation of the Programming Documents, the Architect/Engineer shall update and refine the Estimate of Construction Cost. The Architect/Engineer shall advise the Owner of any adjustments to previous Estimates indicated by changes in Project requirements or general market conditions. If at any time the Architect/Engineer’s Estimate of Construction Cost exceeds the Owner’s budgeted construction cost, the Architect/Engineer shall make appropriate recommendations to the Owner to adjust the Project’s size, quality, or budget. The Owner shall cooperate with the Architect/Engineer in making such adjustments. 1.3.2 Evaluations of the Owner’s budget for the Project, the Estimate of Construction Cost, and updated Estimates of Construction Cost prepared by the Architect/Engineer, are to represent the Architect/Engineer’s best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect/Engineer nor the Owner has control over the cost of labor, materials or equipment, the Contractor’s methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect/Engineer cannot and does not warrant or present that bids or negotiated prices will not vary from the Owner’s budget for the Project or from any Estimate of Construction Cost or evaluations prepared by the Architect/Engineer. 1.3.3 The Construction Cost is part of the Project Budget and shall be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project programmed, designed, or specified by the Architect/Engineer. Estimates of Construction Cost shall include the cost at projected market rates of labor and materials and equipment designed, specified, selected or specially provided for by the Architect/Engineer, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus a reasonable allowance for their overhead and profit. The Estimate of Construction Cost does not include “Soft” costs as defined in the Agreement. ---PAGE BREAK--- 1.4 LEED CRITERIA AND SUSTAINABLE PLANNING 1.4.1 As directed by the Owner, the Architect/Engineer shall define and develop conceptual level requirements for the project that include sustainable planning and design concepts, as defined by the U.S. Green Building Council’s LEEDS Program, covering items such as: 1.4.1.1 building design analysis and building performance as it relates to energy use, sustainability concepts, and productivity of the interior environment; 1.4.1.2 energy use effectiveness including natural convection in HVAC, natural lighting and water use / recycling / integration; 1.4.1.3 development of integrated systems for environmentally responsible architecture; 1.4.1.4 potential application of green building concepts for LEED certification; and, 1.4.1.5 special equipment and systems for use of alternative energy and energy consumption modeling. 1.4.2 It is the Owner’s intent that the Project be programmed to include sustainable architectural and engineering solutions, environmentally efficient materials, and shall include consideration of "state of the art" design solutions in all areas of the project design whether or not LEED certification is pursued.