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HomeMy WebLinkAbout18- Infrastructure Design Agreement - Bozeman Health - Front Street Interceptor Design a ' ` • fie CITY OF BOZEMAN INFRASTRUCTURE DESIGN AGREEMENT THIS AGREEMENT is made and entered into this Ilo"" day of 0ove-,6e-e- , 2018, by and between the CITY OF BOZEMAN,MONTANA,a self-governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as "City," and, Bozeman Health, 915 Highland Boulevard, hereinafter referred to as "Developer." WHEREAS, Bozeman Health Deaconess Hospital discharges wastewater into the Front Street interceptor; and WHEREAS, the City has determined the Front Street interceptor sewer is at capacity,and any additional wastewater demand will increase the risk of the system surcharging and wastewater backing up into residences and/or other properties; and WHEREAS, the Developer desires to complete design of certain public sanitary sewer improvements to benefit its development project Site Plan Development Application 18-329, Bozeman Health 2018 Additions and Renovations (the "Development") and the City desires to construct the public sanitary sewer improvements to expand sanitary sewer capacity for upstream development including the Developer's project; and WHEREAS, the improvements include design of the Front Street Sewer Interceptor improvement; and WHEREAS, the City has included the improvements in the City's Capital Improvement Plan; and WHEREAS,the City and the Developer desire to set forth the terms of their agreement in writing. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: i Page 1 of 4 I. Incorporation: The foregoing recitals of this Agreement are contractual and are hereby incorporated by reference. 2. Scope of Work: The improvements (the "Project") consists of approximately 8,500 linear feet of sanitary sewer main approximately along the current alignment for the Front Street Interceptor identified in the City's Capital Improvements Program Fiscal Years 2019-2023 report as Project Number WWIF11. The Scope of Work will consist of 1) design engineering services including the preparation of full plans, specifications and construction documents for the project and all required permits and approvals; 2) easement(s) acquisition negotiations including all negotiations and preparation of all exhibits and documents necessary to complete the acquisition of all easement(s) required for the Project (the City will make direct payment to the grantor(s) of the required easement(s)); and 3) hydraulic analysis including a detailed analysis of the hydraulics associated with the current and future contributing area collected and conveyed in the interceptor. 3. Terms: Prior to January 1", 2019 the Developer must submit to the City Engineering Division a final set of plans and specifications for the Project. In addition to any other applicable requirements to obtain permission to occupy the Development, no occupancy of any structure to be built on the Development will be authorized until the City Engineering Division, in its sole discretion, performs a final inspection of the constructed Project, receives final certification by the construction engineer, and approves the final Project construction per the process defined in the City of Bozeman Design Standards and Specifications Policy. Developer understands and agrees that City intends to but is not obligated by this Agreement to construct the Project during calendar year 2019. Developer also understands and agrees that Developer's failure to complete the Scope of Work by January 1, 2019 authorizes the City to issue a stop-work order for construction on the Development. 4. Contracts for Design and Construction_of Project: The Developer must retain a licensed professional engineer to provide certified plans,specifications and construction documents for the Project.The Developer is solely responsible for selection and hiring of the engineer. 5. Ownership: To the extent the plans, specifications, and construction documents produced pursuant to this Agreement (the "Work Product") are protected by copyright or any other intellectual property right, Developer grants the City an unrestricted, perpetual, fully paid- up, nonexclusive, royalty-free license to the Work Product for use by or on behalf of the City. 6. Indemnity/Insurance: The Parties recognize as partial consideration for this Agreement Bozeman Health has secured indemnification and insurance for the City with Stably Page 2 of 4 Engineering & Associates ("Stahly") in accordance with the First Amendment to Professional Services Agreement between Bozeman Health and Stahly dated November 15, 2018. Bozeman Health agrees to promptly provide the City with proof of insurance coverage Stahly has procured on behalf of the City. 7. Amendment and Waiver: This Agreement may only be amended or modified by a written agreement signed by the City and the Developer. No waiver by any party hereto of any provision or breach of,or default under,this Agreement shall be deemed to have been made unless the same is in writing and signed and delivered by the party charged with making the waiver, and no waiver of any provision or breach of, or default under, this Agreement shall be deemed a waiver of any other provision or breach of, or default under, this Agreement. 8. Representations and Warranties: Each party represents and warrants to the other that: a. Execution of this Agreement does not violate any agreement, bylaw, statute or ordinance binding on or applicable to such party; and b. The individual executing this Agreement on behalf of the party is duly authorized and empowered to execute this Agreement for the party, and following execution and delivery by both parties this Agreement will be a legally binding obligation of the party, enforceable against the party in accordance with its terms. 9. Choice of Law and Venue: This Agreement shall be governed by, and interpreted under, Montana Law, without regard to conflict of law principles. Mandatory and exclusive jurisdiction for any dispute shall be in the Eighteenth Judicial District Court, Gallatin County, Montana. 10. Severability: Each provision of this Agreement shall be considered severable and if for any reason any provision which is not essential to the effectuation of the basic intent of this Agreement is determined to be invalid, such invalidity shall not impair the operation of or effect those provisions of this Agreement which are valid. 11. Nondiscrimination: Developer agrees that all hiring by Developer of persons performing this Agreement shall be on the basis of merit and qualifications. Developer will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. Developer will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived Page 3 of 4 sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. Developer shall require these nondiscrimination terms of its subcontractors providing services under this agreement. Dated this day of , 2018 BOZEMAN HEALTH DEACONESS HOSPITAL By: Lv U Dated this 1(0 day of �JNL=MBEZ , 2018 CITY OF BOZEMAN By: -Sv rffn, City A araWr bkrr1L I-A a-10, hr-� ocG Ca,4 M�tJAG APPROVED AS TO FORM: By: Greg Sull Uva , City Attorney Page 4 of 4 I