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HomeMy WebLinkAbout01- West Babcock Street Project Agreement for Title Memorandum Services with Security Title Co. . AGREEMENT FOR TITLE MEMORANDUM SERVICES BETWEEN THE CITY OF BOZEMAN AND SECURITY TITLE COMPANY FOR THE WEST BABCOCK STREET PROJECT THIS AGREEMENT is made this 16th day of July, 2001, by and between the CITY OF BOZEMAN, a municipal corporation ofthc State of Montana, 411 East Main, Bozeman, MT 59715, hereinafter referred to as "City", and SECURITY TITLE COMPANY, hereinafter referred to as "Consultant. " WITNESSETH: WHEREAS, the Consultant represents that it has the knowledge, expertise, and qualifications required to render the professional services hereinafter described and required; and WHEREAS, the City and the Consultant have agreed that the Consultant shall perform the services required under the terms of the contract, all as hereinafter more particularly set forth. NOW, THEREFORE, in consideration of the mutual promises and covenants of the parties hereto, IT IS AGREED: ARTICLE 1: GENERAL A. The Consultant shall furnish all material and perform all work necessary to prepare Memoranda ofTitlc on the twenty eight (28) parcels adjoining West Babcock Street between West Main Street and Fowler Avenue, for which public right of way has not been formally acquired and for which appraisals have been completed. B. The documents to be furnished to the City by the Consultant shall be twenty eight (28) Memoranda Of Title as described in the Consultants letter of proposal, dated May 22, 200 I, which is hereby incorporated into this Agreement as Exhibit A. C. All work under this Agreement shall be done in a professional manner and shall be subject to the inspection and acceptance of the City, whose decision with respect to all questions arising out of the performance of such work shall be binding upon the parties hereto. D. The Consultant shall be responsible, to the level of competency presently maintained by other practicing professionals performing the same type of work, t(X the professional and technical soundness, accuracy, and adequacy of all work and materials furnished under this Agreement. .. E. Copies of any notes, drawings, prints, and plans prepared under the terms of this Agreement shall be delivered by the Consultant to the City upon completion of the work. F. This Agreement represents the entire agreement between the parties hereto and supersedes all prior negotiations, representations, or agreements whether written or oral. This Agreement may be amended only by written instrument signed and dated by each of the parties hereto. G. The Consultant shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all calculations, maps, drawings, reports, memoranda and other services furnished under this Agreement. The Consultant shall, without additional compensation, correct or revise any errors or deficiencies in its calculations, maps, drawings, reports, memoranda and other services. ARTICLE 2: SCOPE OF WORK A. The Consultant shall, using qualified persOlmel, prepare the Memoranda Of Title as described in Article 1.A. B. The Consultant shall, as mutually agreed upon by the parties hereto and upon written notice from the City, adjust its scope of work by either adding to or deleting from the services and work to be performed. If such adjustment increases or decreases the cost or time required for the Consultant's work, adjusted compensation or time shall be mutually agreed upon in writing and signed by both parties to this Agreement. Additional work by the Consultant will be entitled to additional compensation or extension oftime only as authorized in writing by the Owner. C. The consultant shall, in so tiu as possible, be flexible in scheduling their work so as to accommodate the needs ofthe Owner, that is, they shall re-schedule their work if it becomes apparent that the need for a particular Memorandum becomes urgent due to an imminent sale. ARTICLE 3: TIME OF PERFORMANCE A. The Consultant shall not begin any of the work specified in this Agreement until authorized by the City in writing to proceed. B. The Consultant shall periodically report to the City on progress of all work by the Consultant under this Agreement. C. All work shall be completed not later than forty five (45) days after the date of this Agreement. . ARTICLE 4: COMPENSATION A. Payment for the services rendered shall be $365.00 per parcel for 28 parcels ($10,220.00 Total) as described in particular in the Consultant's Letter of Proposal, attached as Exhibit A, which amount shall not be exceeded without the written authorization of the City. B. The Consultant may submit invoices to the City once per month, during the progress of the work. Such invoices shall represent the value of any partially completed work. C. Final payment of any remaining balance will be made upon completion of the work and the receipt of all Memoranda which are required to be furnished under this Agreement. ARTICLE 5: LEGAL RELATIONS It is mutually agreed by the parties hereto: A. This Agreement shall be governed by the laws of the State of Montana. B. 'fhe Consultant shall comply with all federal, state, and local laws, regulations, and ordinances applicable to the work to be done under this Agreement and shall defend the City in any suit arising from violations attributed to the Consultant. C. All provisions of the Contract between the Consultant and the City are made, by reference, a part of this Agreement. D. In the event arbitration is sought as the means of settling any dispute under this Agreement, such arbitration shall not be effected unless specific approval is given by both parties hereto. E. The Consultant will make freely available to the City for examination all directly pertinent books, documents, papers, and records of the Consultant involving transactions related to this Agreement. F. The Consultant hereby agrees to protect, defend, and indemnify the City, its officers, employees, and agents, of and from any claims, damages, compensation, suits, actions, and expenses relating to any and all reasonable losses or damages sustained by, or alleged to have been sustained by, any persons, including employees of the partics hereto, and occasioned or allegedly occasioned by the negligent acts, errors, or omissions of the Consultant, or anyone directly or indirectly employed by the Consultant, while in any way engaged in the performance of this Agreement. G. The Consultant shall provide proof of insurance to the City as follows: 1) Workers' compensation insurance for all employees engaged in any way on the project, 2) Commercial General Liability insurance, and 3) any other insurance coverage which Consultant deems to be required f()r the project, including Professional Liability Insurance. . . . ARTICLE 6: ATTORNEY'S FEES A. In the event it becomes necessary for either party to this Agreement to rctain an attorney to enforce any of the terms or conditions ofthis Agreement, or give any notice required herein, then the prevailing party, or the party giving notice, shall be entitled to reasonable attorney's fees and costs, including fees, salary and costs of inwhouse counsel to include the City Attorney and staff. ARTICLE 7: TERMINATION OF AGREEMENT A. Unless earlier terminated as stipulated below, this Agreement shall terminate upon completion and acceptance by the City of all work specified under the Contract. B. This Agreement may be terminated in whole or in part in writing by either party in the event of substantial failure by the othcr party to fulfill its obligations under this Agreement through no fault of the terminating party; providing, no such termination may be eHected unless the other party is given I) at least 30 calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate; and 2) an opportunity for consultation with the terminating party prior to termination. C. If this Agreement is terminated in whole or in part by the City, an equitable adjustment in the price provided for in this Agreement shall be made, but no amount shall be allowed for anticipated profit on unperformed services. D. Upon receipt of a termination notice, the Consultant shall I) promptly discontinue all services affected (unless the notice directs otherwise); and 2) deliver or otherwise make available to thc City, all reports, drawings, specifications, estimates, summaries, and such other information and materials as may have bccn accumulated by the Consultant in performing this Agrecmcnt. ~ .. "- In witness Whereot: the Parties hereto do make and execute this Agreement. CITY OF BOZEMAN, MONT ANA BY: ~"',,"--,~-=-J. BY: (City Manager) DATE: DATE: 1- t-,;?ooJ ATTEST: By~;j..R~ (Clerk of Commission) APPROVED AS TO FORM ~ ~-- BY~ (City A ey) - ----------------- -- ----..--------------..-