HomeMy WebLinkAbout17- Amendment 1 to PSA - Sanderson Stewart - 2016 Capital Improvements SurveyAmendment No. 1 to Professional Services Agreement
for 2016 Capital Improvements Survey
THIS AGREEMENT is made as of this 110' day of JP!W AAy 2017,
between THE CITY OF BOZEMAN, a Municipal Corporation, Bozeman, Montana, herein referred to
as OWNER and Sanderson Stewart, an Engineering Consulting Firm of Bozeman, Montana, herein
referred to as ENGINEER.
WHEREAS, the parties have entered into a Professional Services Agreement dated May 9,
2016, herein referred to as Original Agreement for professional engineering services; and
WHEREAS, the parties desire to further amend the provisions of this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS
CONTAINED HEREIN, the parties agree as follows:
The conditions and provisions set forth in the attached EXHIBIT A (Scope of Services and Fee
Proposal) are hereby incorporated in and made part of this Agreement.
ARTICLE 1 -ENGINEERING SERVICES
I.I. The detailed description of the specific project components is described as follows:
This project is a topographic survey and CADD drafting services for storm drain and sewer
replacement projects in Downtown Bozeman.
1.2, The scope of services under this contract is set forth in this agreement and the attached
EXHIBITS.
4.2 PRELIMINARY DESIGN PHASE
After receipt of written authorization to proceed with the Preliminary Design Phase, ENGINEER shall:
4.2.1. In consultation with OWNER determine general scope, extent and character of the
Project.
4.2.2. Design Survey: The ENGINEER shall conduct a design field survey of the project
areas, as necessary, for locating existing utilities (such as gas, power, telephone, TV cables,
water and sewer lines, irrigation facilities, fences, and approach driveways), existing
right-of-way and easements, and making measured drawings of or investigating conditions of
existing facilities. The ENGINEER shall provide suitable horizontal and vertical reference
control points for the construction phase.
4.2.3. ENGINEER shall prepare and furnish complete electronic copies of preliminary base
drawings as requested to OWNER and at the same time furnish copies as directed by OWNER
to agencies and/or parties having regulatory responsibilities or direct financial participation in
any part of the Project; provide any technical criteria, written descriptions and design data
necessary for securing permits or approval from authorities having jurisdiction to review and
approve the design, and assist owner in securing such approvals; and review documents in
person with OWNER and review authorities, and, if necessary, conduct a plan -in -hand site
review. All changes agreed to between ENGINEER and OWNER will be noted in a
memorandum from the ENGINEER to the OWNER and incorporated into the final plans and
specifications.
The Preliminary Design Phase will be completed and submitted within 21 calendar days following
written authorization from OWNER to ENGINEER to proceed with that phase of services.
4.3 FINAL DESIGN PHASE
After written authorization to proceed with the Final Design Phase, ENGINEER shall:
4.3.1. Furnish OWNER an electronic copy of the base drawings in Autocad format.
The Final Phase will be complete and submitted within 5 calendar days following written authorization
from OWNER to ENGINEER to proceed with that phase of services.
ARTICLE 6 - COMPENSATION FOR ENGINEERING SERVICE
6.1 LUMP SUM AGREEMENT FOR BASIC SERVICES AND EXPENSES OF ENGINEER
6. 1.1 Payment. The OWNER shall for design phase services performed as Basic Engineering
Services under sections 4.1 through 4.3 of this agreement pay a total sum in the amount of
$9,300 for such services.
6.1.2 Payment Schedule. Total cumulative payments for the design phase engineering services
(sections 4.1 through 4.3) shall not exceed the following ceilings:
$6,510 (70% of design fee) until the Preliminary base drawings have been submitted to the
OWNER and review authorities.
$8,370 (90% of design fee) until the Final base drawings have been submitted to the OWNER
and review authorities.
6.1.3 General. Engineer shall submit monthly statements for services rendered. The
statements shall be based upon Engineer's estimate of the proportion of the total services
actually completed at the time of billing, subject to any limitations on Payments based on
completion of tasks or specific retainage requirements pursuant to the payment provisions of
the Agreement.
6.1.4 Reimbursable Expenses. Only those expenses specifically identified for payment under
section 6.2 of this Agreement are reimbursable. All other design related expenses are included
in the Lump Sum Payment for the Basic services (4.1 through 4.3) and are not separately
reimbursable. Additional Services specifically identified under the scope of design services
for payment under 6.1 are not separately reimbursable.
7.3 DIRECT LABOR COSTS
Direct Labor Costs used as a basis for payment mean the actual salaries and wages paid to all
ENGINEER's personnel engaged directly on the Project, including, but not limited to,
engineers, architects, surveyors, designers, drafters, specification writers, estimators, other
technical and business personnel; but does not include indirect payroll related costs or fringe
benefits. For the purposes of this Agreement the principals and employees of the ENGINEER
maximum billable Direct Labor Costs are:
Principal
Project Manager
Senior Engineer
Project Engineer
Staff Engineer
CADD Designer
Senior Professional Land Surveyor
Staff Surveyor
Clerical
3
$53.50/hour
$49.77/hour
$49.77/hour
$33.46/hour
$27_22/hour
$27.83/hour
$39.38/hour
$26.41 /hour
$19_52/hour
Except as specifically amended herein, the original agreement shall remain in full force and
effect and the Parties shall be bound by all terms and conditions therein.
IN WITNESS WHEREOF, the parties hereto do make and execute this Agreement on the day
and year first above written.
OF
ATTEST: G
Robin Crough
City Clerk �Tr • . 83 •'���
N 00. rIO'�'
APPRO yE 'O FORM
By:
City Attorney
ATTEST:
By:_4}inXt1
Attachment A: Scope of Work
The scope of work covered by this agreement is described hereafter:
The project consists of the preparation of a topographic survey of South Church Avenue from
Olive Street to Babcock Street including the rebuilt southeast and southwest corners of the Church
Avenue and Olive Street intersection. The survey will be used by the City for a future capital
improvements project. The topographic survey will include measuring the horizontal and vertical
location of visible and One -Call marked above ground features such as curb, gutters, drive
approaches, trees, signs, and utility poles within the corridor up to the adjacent property boundaries
that can be easily obtained. Generally, the limits of survey will be from back of walls to back of walls
noted on attached exhibit A, about one acre. Additionally, existing sanitary sewer manholes, storm
drain manholes and inlets, and water main valve boxes will be measured.
The new survey will be combined with survey work previously completed by Morrison-Maierle in
2014. Sanderson Stewart will look for, and tie into, existing control set by Morrison-Maierle. The
survey completed by Sanderson Stewart will then be added to the files already created by Morrison-
Maierle.
Phase 100.
Phase 200.
Project Initiation
Task 101. Prepare project scope of work and contracts.
Task 102. Establish a project plan to effectively execute the scoped work.
Data Collection
Task 201. Project management and coordination, and send weekly project
updates.
Task 202. Private utility maps will be requested from the gas, phone, fiber, cable
TV, and power companies. The maps will be reviewed to identify
existing utilities in each corridor.
Task 203. Review existing City sanitary sewer, storm drain, and water as -built
drawings provided to Sanderson Stewart by the City.
Phase 300. Field Survey
Task 301. Project management, and coordination, and send weekly project
updates.
Task 302. Locate existing benchmarks from the Morrison-Maierle survey and
calibrate the vertical component of the survey to a central point once
the benchmarks have been verified.
Task 303. Set a survey control point at each location the total station and/or laser
scanner will be set up at. While setting control several easily
identifiable features will be surveyed for Quality Control.
Task 304. Use total station and/or laser scanner to survey ground points on
South Church Avenue. Ground points will include water valves,
Phase 400.
manholes, fire hydrants, drive approaches, trees, and significant
landscaping. Existing tree diameters will be measured and labeled as
deciduous or coniferous, but will not be identified by species.
Task 305. Obtain and survey field location of existing visible utilities as marked
by One -Call services.
Task 306. Complete measure downs on existing sanitary sewer manholes, storm
drain manholes and inlets, and water main valve boxes, Photographs
will be taken of each manhole within the project corridor.
Task 307. The completed topographic survey will undergo a quality process
review to check for consistency and completeness.
Data Processing
Task 401.
Project management, and coordination, and send weekly project
updates.
Task 402.
2D linework and labeling will be drafted from the surveyed
information. Aerial photography will be inserted into the CADD
drawings on its own layer to be used as visual references.
Task 403.
Sanderson Stewart's survey will be added to the previously completed
Morrison-Maierle survey to create one CAD file.
Task 404.
Walls South Church Avenue with the plans to complete a field review
of each corridor to locate any missing information on the plans.
Task 405.
Review the surveyed locates with respect to the utility maps provided
by the private utility companies to ensure the utilities were located and
surveyed.
Task 406.
The photographs taken of each manhole will be cataloged and
georeferenced for easy identification and location. The photographs
will be organized in one binder and on one CD.
Task 407.
Meet with the City to review the 90 percent plans prior to final
submittal.
Task 408.
Incorporate the City's comments into the plans.
Task 409.
Coordinate electronic and hardcopy file delivery with the City. The file
delivery will contain a 24"x36" hard copy of the site map, copies of all
field notes, PDF copies of the site map, and all AutoCAD project files
and points files. The AutoCAD files will be compatible with AutoCAD
Civi13D 2016.
Phase 500. Fixed Costs
Task 501. Leica C10 laser scanner rental
Task 502. Cyclone Register, Cyclone Survey, and C1oudWorx software rental
Task 503. Survey Mileage and Materials
EXMBIT A: SURVEY ARE A
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EXHIBIT B - FEE PROPOSAL
Project Name: lChurch Avenue Survey
-
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Project Manager: IDanielle Scharf
Dale: 1111112016
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Client Name: City of Bozeman
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TASK DO',B -
$53.50
$49,]]
539.38
$2500
$27:22
$25.40
100
PROIECJECTINRIATION
101 Project Sco Ing
1 1 _ 2 4
1 2 2
515)]1
$54.46
1U21 Project Planning
Subt.bu Labor
Hours
1
I 1
4
6
Sub Total Direct Labor Cost
55350
1 549]]
1$10688
$212.15
Sub Total Direct Expense and Subconsultant
Sub Total Direct Cost by Phase
$212,15
Fee with 3.0 Multiplier $636.45
Multiplier- 3.00 Given fee of: $636.00
!1..DATA COLLECTION
-
201 Pro ed Mana amens end Coortlinaibn
2
1
3
$126.76
202 Private Utility Research
_
1
1
$27.22
203Public UBliry Review
2
2
$54,44
- Sub -weal Labor Hours
2
4
6
Sub Total Direct Labor Cost
I $99.54
$10088
$208.42
Sub Total Direct Expense and Subconsultant
Sub Total Direct cost by Phase -_ _ -
¢208,42
Fee with 3.0 Mu0lp11er $625,26
Multiplier- 3.00 Givenfeeof: $625.00
300 FIELD SURVEY
301 Project Management and Coordination
4
1
5
$230.46
302 Locale and Set Existing Benchmarks
2
4
6
$1]8.]6
303 Survey Control
4
4
$100.00
304 Topogra hic Surve
4
4
$100.00
305 Locale Survey
4
4
$100.00
306 Measured owns and Photos_
4
$100.00
4
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307 Ouaiily Contol Review
1
4
2
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$265.46
Subtotal Labor Hours
1
4
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20
2
34
Sub Total Direct Labor Cost
$53.50
$199.08
$275.66
$500.00
$54.44
$1,08268
Sub Total Direct Expense and Subconsultant
Sub Total Direct Cost by Phase
$1,082,68
Foe with 3.0 Multiplier 53.248.04
Muidlpiier- 3.00 Given fee of: $3,248.00
400',DATA PROCESSING
401 Project Management
_ 4
5199.88
_
402 Draft Base Map
_ _ _
3
1
Create Surface
2
2
1
1
1
$81.66
$25.40
$25,40
$25.40
$50.80
$25.40
$54.44
$54.44
$54,44
$2],22
$49.T]
$2].22
Dxft Curb
Distant Drive Approaches_
_
1
Draft Sidewalk
_
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2
_ 1
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2
2
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Draft Sunbather, Sanitary Sewer, B Water Mains
Label Existing Features 1 _ _ _
403 Croo s 1 File Canlaining MMI Survey
_ _
404 Field OC with Plans_
405 Review Surveyed! Locates wrt Utility Maps
_
406 Catabg & Georetouch. Photos 8 Measured. Data
40]90% Review Meetng with Ciry -
1
_ _
4081naorponate Citys 90% Review Commends
1
_
409 CcodFaade Tle Delivery
2
2
$99.54
Subaolal Labor Hours
)
11
6
9
Sub Total Direct Labor Cost
$340.39
$299.62
$152 d0
$fi01.13
Sub Total Direct Expanse and Bubconsuitant
Sub Total Cited Cost by Phase
8801.13
Fee with 3.0 Multiplier $1,803.39
Multlpilep 3,00 Iniven fee of: $1,803.00
500 FIXED COSTS
501 Leics C10 Leser Scanner Renwl
502 Solbrare Rental C clone Survey, Register, and GbudWorx)
503 Survey Mileage 8 Materials
Sub -total La Hours
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Sub Total u Labor Lost
Sub Total Direct Expense and ntl Subcansulwnl
Project Name: IChurch Avenue Survey
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Project Manager: IDanielle Scharf
Dale: 11/11/2016
Client Name: City of Bozeman
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SubDirectDirectcoat by Phase
Fee with 3.0 Multiplier
Multiplier- pDlVlo! IGIVen fee o/: $1,385.90
Total Hours
1
14 1
7
20
21
6
70
Total Direct Labor Cost
$197.90
$696.78 1
$275.66
$500.89 1
$571.62
1 $152.40
$2,303.46
Total Direct F.arse and Subconsulaut
Total Project Direct Cost
Im_
$2,303.46
Min. Fee wllh 3.010. llipller=56,910.38
Oveiheatl at 1]5 h =
$4,031.06
Profit w/3.0 Mullipller= $575.87
8.33%
Total Proposed Fee with 3.0 Multiplier
$7,697.00
iM
SAN DERSON WWI
STEWAk.
December 22, 2016
Mr. Kellen Gamradt, PE
City of Bozeman
20 E. Olive Street
Bozeman, MT 59715
Via email: lcgamradt@bozeman.net
Reference: Proposal for Surveying Services
Dear Kellen:
The following is a proposal for Sanderson Stewart to provide surveying and drafting services in
connection with your project generally described as follows:
Topographic Survey fox storm drain and sewer replacement projects in the downtown area
of Bozeman, Montana.
If this proposal is acceptable to you, please execute this agreement where noted. This agreement,
along with the attached Terms and Conditions sets forth the terms of the contract between The City
of Bozeman (hereinafter "Client") and Sanderson Stewart. The attached Terms and Conditions are
expressly incorporated into and made part of the contract between Client and Sanderson Stewart.
Overview
The purpose of the survey is for a design project consisting of storm drain and sewer pipe
replacement in downtown Bozeman. It consists of topographic survey in the following locations
(also shown on the attached exhibit drawing):
1. One block of S Black Ave from Olive St to Babcock
2. One block of S Bozeman Ave from Olive St to Babcock St
3. One block of S Rouse Ave from Olive St to Babcock St
4. East/west alley from Rouse Ave to approximately 250 feet to the east
5. North/south alley from east/west alley to manhole located in Bogert Park parking lot
(approximately 600 feet)
The survey will include utility locates and measure downs, ground elevation shots, existing features
between curbs and along alleys. The survey will not include any features located outside of the back
Initial To Plan and Design
e. 19 kH TFIR
Enduring Communities...
www. sand ersonstewart. com
Mr. Kellen Gamradt, PE
December 22, 2016
Page 2
of curb. Drafting services will consist of importing topographic survey points, drafting existing
features and creating a surface. Deliverables will consist of cadd files, point files and field notes.
Services not set forth above as basic services are specifically excluded from the scope of Sanderson
Stewart's services. Sanderson Stewart assumes no responsibility to perform any services not
specifically listed as basic services.
Additional services are not included in the basic services. if the Client and Sanderson Stewart agree
in writing via an amendment to this agreement, Sanderson Stewart will provide additional services as
requested by the Client.
Notwithstanding the foregoing, Sanderson Stewart shall have the right, but not the obligation, to
provide, without advance authorization from the Client, other services made necessary by the default
of the contractor or Client, or by deficiencies, delays, or defects in the work provided by the
contractor. Sanderson Stewart shall provide written notice of the provision of such services as soon
as reasonably possible.
Project Staff
The following Sanderson Stewart staff will be assigned to the project:
Project Manager: Danielle Scharf, PE, Branch Manager
Survey: Doug Pezoldt, Survey Manager, PLS
Nick McMichael, Survey Party Chief
Keith Springer, Staff Surveyor
Drafting/Design: Curtis Kramer, Designer
Sanderson Stewart may, in its discretion, utilize other or different personnel on the project.
Project Schedule
We can begin work on this project within 3 working days of client's authorization to proceed. We
anticipate have preliminary drawings for review within 3 weeks of notice to proceed, assuming a
relatively decent window in the weather can be found for the survey within that timeframe.
This schedule shall include reasonable allowances for review and approval tunes required by the
Client, performance of services by the Client's consultants, and review and approval times required
by public authorities having jurisdiction over the project. This schedule shall be equitably adjusted as
the project progresses, allowing for changes in scope, character, or size of the project requested by
the Client, or for delays or other causes beyond Sanderson Stewart's reasonable control.
Initial
Nit. Kellen Gamradt, PE
December 22, 2016
Page 3
The Client and Sanderson Stewart are aware that many factors outside Sanderson Stewart's control
may affect Sanderson Stewart's ability to complete the services to be provided under this agreement.
Sanderson Stewart will perform these services with reasonable diligence and expediency consistent
with sound professional practices.
Fee and Billing Arrangements
Invoice and Billing: Sanderson Stewart will bill for its services on a lump sum billing basis as
described below.
Survey
$ 7,200.00
Total $ 9,300.00
Sanderson Stewart shall submit invoices to the Client for work accomplished during each calendar
month. For services provided on a lump sum basis, the amount of each monthly invoice shall be
determined on the "percentage of completion method" whereby Sanderson Stewart will estimate the
percentage of the total work (provided on a lump sum basis) accomplished during the invoicing
period. Monthly invoices shall include, separately listed, any charges for services for which time
charges and/or unit costs shall apply. Such invoices shall also include, separately listed, any charges
for consultants retained by Sanderson Stewart, and reimbursable costs. Such invoices shall be
submitted by Sanderson Stewart as soon as possible after the end of the month in which the work
was accomplished and shall be due and payable by the Client upon receipt. The Client agrees that
the monthly invoice from Sanderson Stewart is correct, conclusive, and binding on the Client unless
the Client, within 20 working days from the date of receipt of such invoice, notifies Sanderson
Stewart in writing of alleged inaccuracies, discrepancies, errors in the invoice, or the need for
additional backup.
Entire Agreement: This agreement, including the attached Terms and Conditions incorporated
into and made part of this contract, constitutes the entire agreement between Sanderson Stewart and
Client. It supersedes all prior communications, understandings and agreements, whether oral or
written. It shall become effective after being signed and dated by both parties; and, upon each page
being initialed by Sanderson Stewart. Any amendment or modification to this contract must be
written and executed by both Sanderson Stewart and Client.
Conclusion
We look forward to working with you on this project. Feel free to call me at 406/922-4325 if you
have any questions regarding this proposal. Otherwise, if it meets your approval, simply mail or
Initial
Mr. Kellen Gamradt, PE
December 22, 2016
Page 4
email this signed and dated agreement to our office address at 106 E. Babcock, Bozeman, MT 59715
or dscharf@sandersonstewart.com. Thank you.
Si cerely,
�x
anielle R. Scharf, PE, PT E, LEED AP
Associate Principal/Bozeman Regional Director
I hereby authorize SANDERSON STEWART to proceed as described above and, by my signature,
acknowledge and agree to the Terms and Conditions attached to and made pats of this contract.
Moreover, an electronic or faxed copy of my signature shall be as effective as any original:
Client Tide Date
Sanderson Stewart Title Date
Initial
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TERMS AND CONDITIONS
INTEREST, SUSPENSION, AND COLLECTION COSTS: Any invoice not paid within 30 days of date of invoice shall bear interest at 1,5 percent
per month on the unpaid balance. If CLIENT fails to make payment within 45 days of the date of any invoice, SANDERSON STEWART shall have the
right, but not the obligation, to suspend work and withhold deliverables until payment in full, including interest, is received. SANDERSON 91EWART shalt
have no liability whatsoever to the CLIENT for any costs or darnages as it result of such suspension. If SANDERSON STEWART resumes services after
payment by CLIENT, the time schedule and compensation shall be equitably adjusted to compensate for the period of suspension plus any other reasonable
time and expense necessary for SANDERSON STEWART to resume performance.
If an invoice remains unpaid for more than 90 days, SANDERSON STEWART shall have the right, but not the obligation, to initiate collection procedures.
If the CLIEWT fails to malty payment when due and SANDERSON STEWART incurs any costs in order to collect sums from the CLIENT, the CLIENT
agrees that all such collection costs incurred shall immediately become due And payable to SANDERSON STEWART. Collection costs shall include, but
are not limited to, legal fees, collection agency fees and expenses, court costs, collection bonds, and seasonable staff costs for SANDERSON STEWART's
staff for time spent in efforts to collect. This obligation of CLIENT to pay SANDERSON STEWART's collection costs shall survive the term of this
Agreement or any termination by either party.
It is understood and agreed that SANDERSON STEWART's services under this Agreement do not include participation, whatsoever, in any litigation.
Should such services be required, a Supplemental Agreement may be negotiated between the CLIENT and SANDERSON STEWART describing the
services desired and providing a basis for compensation to SANDERSON STEWART.
TERMINATION OF SERVICES FOR NON-PAYMENT: If the CLIENTfails to matte payment to SANDERSON STEWART in accordance with
this Agreement, this shall constitute a material breach of this Agreement and shall be cause for termination of this Agreement by SANDERSON
STEWART.
SET -OFFS, BACR CHARGES, AND DISCOUNTS; Payment of invoices shall not be subject to any discounts or set -offs by the CLIENT unless
Agreed to in writing by SANDERSON STE\X/ARI'. Payment to SANDERSON STEWART for services rendered and expenses incurred shall be due and
payable regardless of any subsequent suspension or termination of this Agreement by either party.
INFORMATION PROVIDED BY CLIENT OR OTHERS; CLIENT agrees to provide to SANDERSON STEWART all available information
necessary to perform duties As outlined in the Attached scope of services. The CLIENT shall furnish, at CLIENT'S expense, all information, requirements,
reports, data, surveys, and instructions required. SANDERSON STEWART is entitled to rely on the Accuracy and completeness of all such information
provided.
CLIENT shall furnish right-of-way entry onto the project site for SANDERSON STOXIART to perforin necessary field measurements or studies.
OWNERSHIP OF INS'T'RUMENTS OF SERVICE; All reports, drawings, specifications, computer files, field data, notes, and other documents and
instruments prepared by SANDERSON STEWART as instruments of service shall remain the property of SANDERSON STEWART. SANDERSON
S'IEWMU' retains All common law, statutory and other reserved rights, including the copyright to all instruments of service, If any instruments of service
must be filed with governmental agencies, SANDERSON STEWART will furnish copies to the CLIENTupon request. The CLIENT will not reuse or
modify the instruments of service without SANDERSON STEWART's prior written authorization. The CLIENT agrees, to the fullest extent permitted by
law, to defend, indemnify, and hold harmless SANDERSON STEWART, its officers, directors, employees, and agents, from and against any and all
damages, claims, liabilities, costs, or suits, including reasonable attorney's fees and defense costs, arising from, Allegedly arising from, or in any way connected
with, the unauthorized reuse or modification of any instrument of service by any person or entity other than SANDERSON STEWART.
ELECTRONIC FILES: SANDERSON STEWART may furnish drawings, reports, or data oil electronic media generated And furnished by
SANDERSON STEWART' The CLIENT understands and agrees that all such electronic files are instruments of service of SANDERSON STEWART,
that SANDERSON STEWART shall be deemed the author, and shall retain all common law, statutory law, and other rights, including copyrights, The
CLIENT Agrees not to reuse these electronic files, in whole or in part, for any other purpose other than for the project The CLIENT agrees not to tansfee
these electronic files to others without the prior written consent of SANDERSON STEWART The CLIENT further agrees to waive all clahns against
SANDERSON STEWART resulting in any way from any unauthorized changes to or reuse of the electronic files for any other project by anyone other than
SANDERSON STEWART.
The CLIENT is aware that differences may exist between the electronic files delivered and the printed hard -copy construction documents. In the event of a
conflict between the signed construction documents prepared by SANDERSON STEWART and electronic Ides, the signed or sealed bard -copy
construction documents shall govern.
Additionally, the CLIENT agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless SANDERSON STEWART, its officers,
directors, employees, and agents, against all damages, liabilities, claims, or suits, including reasonable attorney's fees and defense costs, Arising from any
changes made by anyone other than SANDERSON STEWART, or from any reuse of the clecuunic fries without the prior written consent of
SANDERSON STEWART.
Under no circumstances shall delivery of electronic files for use by the CLIENT be deemed a sale by SANDERSON STEWART; and SANDERSON
STEWART makes no warrantees, either express or'unplied, of merchantability or fitness fox any particular purpose. SANDERSON STT•,WART shall not
be liable fox indirect or consequential damages As a result of the CLIENT'S use or reuse of electronic files.
OPINIONS OF PROBABLE COST: CLIENT hereby acknowledges that SANDERSON STEWART cannot warrant that any opinions of probable cost
provided by SANDERSON STEWART will not vary from actual costs incurred by the CLIENT. The CLIENT understands that SANDERSON
STEWART' has no control over the cost or availability of labor, equipment, materials, or over market conditions or the Contractor's method of pricing.
SANDERSON STEWART males no warranty, express or implied, that the bids or the negotiated cost of tine work will not vary from SANDERSON
STEWART's opinion of probable cost.
LIMIT OF LIABILITY: In recognition of the relative risks and benefits of the project to both the CLIENT and SANDERSON STEWART, the risks
have been allocated such that the CLIENT agrees to limit the liability of SANDERSON STEWART to the CLIENT for any and all claims, cause or
combination of causes, including attorneys fees, costs, and expert witness fees so that that the total aggregate Liability of SANDERSON STEWART to
CLIENT shall not exceed $50,000.00 or SANDERSON STEWART's total fees for services on this project, whichever is greater. It is intended that this
limitation apply to any and all claims, liability or causes of action, however alleged or arising.
CONSTRUCTION SERVICES: If, under this Agreement, professional services arc provided during the construction phase of the project,
SANDERSON STEWART shall not be responsible for or have control over means, methods, techniques, sequences, or procedures, or for safety
precautions and programs in connection with the Work; nor shall SANDERSON STEWART be responsible for the Contractor's failure to carry out the
Work in accordance with the Contract Documents or for the Contractor's failure to comply with the applicable laws, ordinances, rules, or regulations. These
rights and responsibilities are solely those of the Contractor.
SANDERSON STEWART shall not be responsible for any acts or omissions of the Contractor, subcontractor, or any person or entity performing any
portion of the work. SANDERSON STEWART docs not guarantee or warrant the performance of any Contractor and shall not be responsible for the
Contractor's failure to perform its work in accordance with the Contract Documents or any applicable codes, laws, rules or regulations.
JOB SITE SAFETY: Neither the professional activities of SANDERSON STEWART, nor the presence of SANDERSON STEWART at the
construction/project site, shall relieve the general contractor and all subcontractors of any of their responsibilities and duties to perform the wort, in
accordance with the contract documents and to comply with any health or safety precautions required by any regulatory agencies, SANDERSON
STEWART does not have authority to control any construction contractor or its employees in connection with their work or any health or safety programs
or procedures. The CLIENT agrees that the contractor and subcontractors are solely responsible for job site safety and warrants that this intent shall be
carried out in the CLIENTs contract with the general contractor. The CLIENT also agrees that CLIENT and SANDERSON STEWART shall be
indemnified by the general contractor for any such claims, and shall be made additionally insured under the general contractor's insurance policies.
RECOMMENDATIONS BY SANDERSON STEWART: Sanderson Stewart may provide advice and/or recommendations to the CLIENT during
Sanderson Stewart's provision of services for the CLIENT's project. If the CLIENTdeclines to follow the advice and/or recommendations provided by
Sanderson Stewart, the CLIENT agrees that Sanderson Stewart shall not have any liability for adverse consequences or damages resulting from the
CLIENT's failure to follow the advice and/or recommendations of Sanderson Stewart. Additionally, the parties agree that the CLIENT's failure to follow
advice and/or recommendations of Sanderson Stewart may be cause for Sanderson Stewart to immediately terminate this Agreement at Sanderson Stewart's
sole discretion.
PERMITTING; SANDERSON STRWARf shall assist the CLIENT in applying for permits and approvals where required by law. In cases where the
scope of services requires SANDERSON STEWART to submit, on behalf of the CLIENT, a permit application and/or approval by a thud party to this
contract, SANDERSON ST7 WART docs not make any warranties, guarantees, or representations as to the success of SANDERSON STEWART's effort
on behalf of the CLIENT, Payment for services rendered by SANDERSON STEWART is not contingent upon the successful acquisition of these permits.
NO ASSIGNMENT WITHOUT CONSENT: Neither party may assign this Agreement without the written agreement of the other party.
TERMINATION: In the event of termination of this Agreement by either party, the CLIENT' shall, within 15 days of termination, pay SANDERSON
STEWART for all services rendered and reimbursable costs incurred by SANDERSON STEWART up to the date of termination.
The CLIENT' mag terminate this Agreement for convenience and without cause upon 21 calendar days' written notice.
Either party may terminate this Agreement for cause upon 10 calendar days' written notice for the following reasons:
1. Substantial failure by either party to perform in accordance with this Agreement;
2. Assignment of this agreement without the written consent of the other party;
3. Suspension of the project or SANDERSON STEWART's services for more than 60 calendar days, consecutive or aggregate,
4. Material changes in the conditions under which this Agreement was executed, the Scope of Services, the nature of the project, or the
failure of the parties to reach an agreement oa compensation and/or schedule adjustments necessitated by such changes.
In the event of a termination not the fault of SANDERSON STEWART, the Client shall pay SANDERSON STEWART, in addition to payment for
services rendered and reimbursable expenses incurred, all expenses incurred by SANDERSON STEWART in connection with the orderly termination of
this Agreement, including, but not limited to, demobilization, reassignment of personnel, associated overhead costs, and all other expenses resulting from the
termination.
CONSEQUENTIAL. DAMAGES: Notwithstanding any other provision in this Agreement, neither the CLIENT nor SANDERSON STEWART, their
respective officers, directors, shareholders, partners, employees, agents, members, subconsult ants, or employees shall be liable to the other or shall make any
claim for any incidental, hnduect, or consequential damages arising out of or in any way connected to the project or this Agreement. This mutual waiver of
consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation, or any other
consequential damages that either party may have incurred from any cause of action.
DISPUTE RESOLUTION, VENUE, AND CHOICE OF LAW: Any claim arising out of or related to this Agreement (except for Collection
Procedures employed by SANDERSON STEWART and those waived or barred as provided elsewhere in this Agreement), shall be subject to mediation as
a condition precedent to arbitration or to the institution of legal or equitable proceedings by either party. The parties sball endeavor to resolve their claims
by mediation. Either party may file a request for mediation. Mediation shall proceed in advance of legal or equitable proceedings, which shall be stayed
pending mediation for a period of sixty (60) days from the date of filing, unless stayed for a longer period by agreement of the parties or by court order. The
parties shag share the mediator's fee and any filing fees equally. The mediation shall be held in Billings, Montana. Any agreements reached in mediation
shall be enforceable as settlement agreements by any court having jutigdiction.
Venue for nny arbitration or litigation arising out of this Contract shall be in the Thirteenth Judicial District, Yellowstone County, Montana. This Agreement
shall be governed by, and interpreted under, the law of the State of Montana.
ENTIRE AGREEMENT: This Agreement is the entire agreement between SANDERSON STEWART and CLIENT. It supersedes all prior
communications, understandings, and agreements, whether oral or written. Any amendment or modification to this Agreement must be written and
executed by both SANDERSON STEWART and CLIENT.
MRev Terms and Conditions