HomeMy WebLinkAbout24 - Task Orders Order Number Unknown - Constructive Solutions Inc - Contract Services 2024
Professional Services Master Task Order Agreement for General Contracting, Consulting, and Architectural
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PROFESSIONAL SERVICES MASTER TASK ORDER AGREEMENT
THIS AGREEMENT is made and entered into this _____ of January, 2024, 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, Constructive Solutions Inc., P.O. Box 11529, Bozeman, MT 59719, hereinafter referred
to as “Contractor.”
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereof being hereby acknowledged, the parties hereto agree as follows:
1. Purpose: City agrees to enter into this agreement with Contractor to provide General
Contracting, Consulting, and Architectural Services as requested by the City through issuance
of individual, consecutively numbered Task Orders on an as needed and requested basis.
2. Term/Effective Date: This Agreement is effective upon the date of its execution and will
expire on January 1, 2029, unless extended or terminated as specifically provided for within
the agreement.
3. Scope of Work: Contractor will perform the work and provide the services in accordance
with the requirements of the Scope of Services. The Contractor will perform the specific
services and schedule as mutually agreed upon by City and Contractor and included in each
individual Task Order executed under the authority of this Agreement. Task Orders shall be in
a format similar to EXHIBIT B, attached and made part of this Agreement. For conflicts
between this Agreement and the Scope of Services the Agreement governs.
4. Payment: The terms of compensation to Contractor shall be agreed upon and included in each
Task Order. The task order amount shall be based on the rates specified in EXHIBIT A. City
agrees to pay Contractor the amount specified in the individual Task Orders. Any alteration
or deviation from the described services that involves additional costs above the Agreement
amount will be performed by Contractor after written request by the City, and will become an
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additional charge over and above the amount listed in EXHIBIT A. The City must agree in
writing upon any additional charges.
5. Contractor’s Representations: To induce City to enter into this Agreement, Contractor
makes the following representations:
a. Contractor has familiarized itself with the nature and extent of this agreement, the
Scope of Services and with all local conditions and federal, state and local laws,
ordinances, rules, and regulations that in any manner may affect cost, progress or
performance of the Scope of Services.
b. For each individual Task Order, Contractor will familiarize itself with the nature and
extent of the assignment, and with all local conditions and federal, state and local laws,
ordinances, rules, and regulations that in any manner may affect cost, progress or
performance of the Scope of Services and will provide a mutually agreeable Scope of
Services for each Task Order.
c. Contractor represents to City that it has the experience and ability to perform the
services required by this Agreement; that it will perform said services in a professional,
competent and timely manner and with diligence and skill ordinarily used by member
in the same profession practicing at the same time and in the same locality; that it has
the power to enter into and perform this Agreement and grant the rights granted in it;
and that its performance of this Agreement shall not infringe upon or violate the rights
of any third party, whether rights of copyright, trademark, privacy, publicity, libel,
slander or any other rights of any nature whatsoever, or violate any federal, state and
municipal laws. The City will not determine or exercise control as to general
procedures or formats necessary to have these services meet this standard of care.
6. Independent Contractor Status/Labor Relations:
a. The parties agree that Contractor is an independent contractor for purposes of this
Agreement and is not to be considered an employee of the City for any purpose.
Contractor is not subject to the terms and provisions of the City’s personnel policies
handbook and may not be considered a City employee for workers’ compensation or
any other purpose. Contractor is not authorized to represent the City or otherwise bind
the City in any dealings between Contractor and any third parties.
b. Contractor shall comply with the applicable requirements of the Workers’
Compensation Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of
Montana, Title 39, Chapter 71, MCA. Contractor shall maintain workers’
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compensation coverage for all members and employees of Contractor’s business,
except for those members who are exempted by law.
c. Contractor shall furnish the City with copies showing one of the following: (1) a binder
for workers’ compensation coverage by an insurer licensed and authorized to provide
workers’ compensation insurance in the State of Montana; or (2) proof of exemption
from workers’ compensation granted by law for independent contractors.
d. Contractor shall post a legible statement of all wages and fringe benefits to be paid to
the Contractor’s employees and the frequency of such payments (i.e., hourly wage
employees shall be paid weekly). Such posting shall be made in a prominent and
accessible location at the Contractor’s normal place of business and shall be made no
later than the first day of services provided under this Agreement. Such posting shall
be removed only upon expiration or termination of this Agreement.
e. In performing the services under this Agreement, Contractor shall give preference to
the employment of bona fide residents of Montana, as required by §18-2-403, MCA,
as such term is defined by §18-2-401(1), MCA. When making assignments of work,
Contractor shall use workers both skilled in their trade and specialized in their field of
work for all work to which they are assigned.
f. Pursuant to §§18-2-403 and 18-2-422, MCA, Contractor shall pay wages, fringe
benefits, and expenses, including travel allowances as set forth in the current Montana
Prevailing Wage Rate for Non Construction Services in effect and applicable to
Gallatin County, Montana, which schedule is incorporated herein. Contractor shall pay
all hourly wage employees on a weekly basis. Violation of the requirements set forth
in the above State of Montana schedule of prevailing wage rates may subject the
Contractor to the penalties set forth in §18-2-407, MCA. Contractor shall maintain
payroll records during the term of this Agreement and for a period of three (3) years
following termination of this Agreement.
g. The Contractor shall ensure that any person, firm or entity performing any portion of
the services under this Agreement for which the contractor, subcontractor or employer
is responsible, is paid the applicable standard prevailing rate of wages.
h. In the event that, during the term of this Agreement, any labor problems or disputes of
any type arise or materialize which in turn cause any services to cease for any period
of time, Contractor specifically agrees to take immediate steps, at its own expense and
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without expectation of reimbursement from City, to alleviate or resolve all such labor
problems or disputes. The specific steps Contractor shall take shall be left to the
discretion of Contractor; provided, however, that Contractor shall bear all costs of any
related legal action. Contractor shall provide immediate relief to the City so as to
permit the services to continue at no additional cost to City.
i. Contractor shall indemnify and hold the City harmless from any and all claims,
demands, costs, expenses, damages, and liabilities arising out of, resulting from, or
occurring in connection with any labor problems or disputes or any delays or stoppages
of work associated with such problems or disputes and for any claims regarding
underpaid prevailing wages.
7. Indemnity/Waiver of Claims/Insurance:
a. For other than professional services rendered, to the fullest extent permitted by law,
Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents,
representatives, employees, and officers (collectively referred to for purposes of this
Section as the City) from and against any and all claims, demands, actions, fees and
costs (including attorney’s fees and the costs and fees of and expert witness and
consultants), losses, expenses, liabilities (including liability where activity is
inherently or intrinsically dangerous) or damages of whatever kind or nature connected
therewith and without limit and without regard to the cause or causes thereof or the
negligence of any party or parties that may be asserted against, recovered from or
suffered by the City occasioned by, growing or arising out of or resulting from or in
any way related to: (i) the negligent, reckless, or intentional misconduct of the
Contractor; (ii) any negligent, reckless, or intentional misconduct of any of the
Contractor’s agents;
b. For the services rendered, to the fullest extent permitted by law, Contractor agrees to
indemnify and hold the City harmless against claims, demands, suits, damages, losses,
and expenses, including reasonable defense attorney fees, to the extent caused by the
negligence or intentional misconduct of the Contractor or Contractor’s agents or
employees.
c. Such obligations shall not be construed to negate, abridge, or reduce other rights or
obligations of indemnity that would otherwise exist. The indemnification obligations
of this Section must not be construed to negate, abridge, or reduce any common-law
or statutory rights of the indemnitee(s) which would otherwise exist as to such
indemnitee(s).
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d. Contractor’s indemnity under this Section shall be without regard to and without any
right to contribution from any insurance maintained by City.
e. Should the City be required to bring an action against the Contractor to assert its right
to defense or indemnification under this Agreement or under the Contractor’s
applicable insurance policies required below, the City shall be entitled to recover
reasonable costs and attorney fees incurred in asserting its right to indemnification or
defense but only if a court of competent jurisdiction determines the Contractor was
obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s)
or any portion(s) thereof.
f. In the event of an action filed against City resulting from the City’s performance under
this Agreement, the City may elect to represent itself and incur all costs and expenses
of suit.
g. Contractor also waives any and all claims and recourse against the City or its officers,
agents or employees, including the right of contribution for loss or damage to person
or property arising from, growing out of, or in any way connected with or incident to
the performance of this Agreement except “responsibility for his own fraud, for willful
injury to the person or property of another, or for violation of law, whether willful or
negligent” as per 28-2-702, MCA.
h. These obligations shall survive termination of this Agreement and the services
performed hereunder.
i. In addition to and independent from the above, Contractor shall at Contractor’s
expense secure insurance coverage through an insurance company or companies duly
licensed and authorized to conduct insurance business in Montana which insures the
liabilities and obligations specifically assumed by the Contractor in this Section. The
insurance coverage shall not contain any exclusion for liabilities specifically assumed
by the Contractor in subsection (a) of this Section.
j. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and
expenses that may be asserted or claimed against, recovered from, or suffered by the
City without limit and without regard to the cause therefore and which is acceptable
to the City and Contractor shall furnish to the City an accompanying certificate of
insurance and accompanying endorsements in amounts not less than as follows:
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Workers’ Compensation – statutory;
Employers’ Liability - $1,000,000 per occurrence and annual aggregate;
Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate;
Automobile Liability - $1,000,000 property damage/bodily injury; $1,000,000
annual aggregate; and
Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate
Builder’s Risk/Property Insurance at least as broad as that provided by the ISO
special causes of loss form (CP10 30) naming at a minimum the City in an
amount equal to greater of Contractor’s compensation or full replacement value
of the work (covering at a minimum all work, buildings, materials and
equipment, whether on site or in transit, loss due to fire, lightening, theft,
vandalism, malicious mischief, earthquake, collapse, debris removal, demolition
occasioned by enforcement of laws, water damage, flood if site within a flood
plain, repair or replacement costs, testing and start-up costs) on an all risk
coverage basis. This insurance must include waivers of subrogation between the
City and Contractor to the extent that damage to the Project or City Hall is
covered by other insurance;
Owner’s and Contractor’s Protective Liability: one policy designating the
City (including its agents, representatives, employees, and officers) as the insured
and another independent policy designated the City’s Representative (including
its consultants, consultants, agents and employees) as the insured on the
declarations with both policies covering: (i) operations performed by the
Contractor under this Agreement for the City; and (ii) the City’s and City’s
Representatives acts or omissions, including negligent acts, in connection with its
general supervision of the work of the Contractor’s and its subcontractors -
$1,000,000 per occurrence; $2,000,000 aggregate;
Contractual Liability Insurance (covering the Contractor’s indemnity
obligations described in this Agreement) - $1,000,000 per occurrence $2,000,000
aggregate
k. The above amounts shall be exclusive of defense costs. The City of Bozeman, its
officers, agents, and employees, shall be endorsed as an additional or named insured
on a primary non-contributory basis on both the Commercial General and Automobile
Liability policies. The insurance and required endorsements must be in a form suitable
to City and shall include no less than a thirty (30) day notice of cancellation or non-
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renewal. The City must approve all insurance coverage and endorsements prior to the
Contractor commencing work. Contractor shall notify City within two (2) business
days of Contractor’s receipt of notice that any required insurance coverage will be
terminated or Contractor’s decision to terminate any required insurance coverage for
any reason.
The City must approve all insurance coverage and endorsements prior to the Contractor commencing work.
l. Pursuant to the City’s authority provided for in 18-2-201(4), the Contractor shall not
be required to provide bonds as required by 18-2-201(1) for individual task orders
under this Agreement. Bonds may be waived as allowed under 18-2-201(4) for
individual task orders.
8. Inspection and Testing:
a. City has the right to inspect and test any and all work performed by Contractor under
a task order’s scope of services, referred to as the “Project”, executed under the
authority of this Agreement. Contractor shall allow City and its agents access to the
Project at all times and shall provide every reasonable facility for the purpose of such
inspection and testing, including temporarily discontinuing portions of the work or
uncovering or taking down portions of the finished work. Any inspection and testing
performed by the City and its agents is for the sole benefit of the City and shall not
relieve the Contractor of its duty, responsibility, and obligation to ensure that the work
strictly complies with the Agreement terms and conditions and all applicable laws and
building and safety codes. City’s inspection and testing shall not be deemed or
considered acceptance by the City of any portion of the Project. City’s inspection and
testing shall not serve to nullify, amend, or waive any warranties provided by the
Contractor under this Agreement.
b. Contractor shall, without charge, replace any material or correct any work found by
the City or its agents to be defective or otherwise not in compliance with the terms and
conditions of this Agreement. In the event Contractor fails to replace or correct any
defective work or materials after reasonable written notice by the City to do so, the
City may take such corrective action, either with its own materials and employees or
by retaining any third party to do so, and deduct the cost and expense of such corrective
action from the Contractor’s compensation.
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9. Partial Utilization of the Project: City shall have the right to use or occupy any portion of
the Project that City and Contractor mutually agree is substantially completed and constitutes
a separately functioning and usable part of the Project for its intended purpose without
significant interference with Contractor’s performance of the remaining portions of the
Project. In the event City takes possession of any portion of the Project, such possession shall
not be deemed an acceptance of the Project, in whole or in part. City’s use of any portion of
the Project shall not be grounds for extensions of any construction deadlines or a change in
the Contractor’s compensation. Contractor’s warranties shall run from the completion of the
total Project and not from the date the City may take possession of selected portions of the
Project.
10. Related Work at the Site: Nothing in this Agreement shall prevent or preclude City, through
its own employees or by contract with any third party, from performing other work related to
the Project at the construction site; provided such related work is not otherwise addressed in
this Agreement and provided such related work does not otherwise interfere with Contractor’s
performance of this Agreement or the completion of the Project. Contractor shall afford any
City employee, agent or representative, or any third party under contract with the City to
perform the related work, proper and safe access to the construction site, a reasonable
opportunity for the introduction and storage of materials and equipment, the opportunity to
perform the related work, and shall properly coordinate the Contractor’s work on the Project
with the related work.
11. Contractor’s Warranties: Contractor represents and warrants as follows:
a. Unless otherwise specified by the terms of the Task Order, all materials and equipment
used by Contractor on the Project shall be new and where not otherwise specified, of
the most suitable grade for their intended uses.
b. All workmanship and materials shall be of a kind and nature acceptable to the City.
c. All equipment, materials, and labor provided to, on, or for the Project must be free of
defects and nonconformities in design, materials, and workmanship for a minimum
period beginning with the commencement of the work on the Project and ending one
(1) year from the final completion and acceptance by the City of the Project, regardless
of whether such equipment, materials, or labor were supplied directly by Contractor
or indirectly by Contractor’s subcontractors or suppliers. Other express warranties on
materials that provide for a warranty period longer than one year apply for the period
of that express warranty and are not reduced by this provision. Upon receipt of City’s
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written notice of a defective or nonconforming condition during the warranty period,
Contractor shall take all actions, including redesign and replacement, to correct the
defective or nonconforming condition within a time frame acceptable to the City and
at no additional cost to the City. Contractor shall also, at its sole cost, perform any
tests required by City to verify that such defective or nonconforming condition has
been corrected. Contractor warrants the corrective action taken against defective and
nonconforming conditions for a period of an additional one (1) year from the date of
City’s acceptance of the corrective action.
d. Contractor and its sureties are liable for the satisfaction and full performance of all
warranties.
e. Contractor shall give its personal attention to the faithful prosecution of the completion
of the Project and Contractor, or its duly authorized representative assigned to serve
as the Construction Project Manager, shall be personally present at the site of the
Construction Project during working hours for the term of this Agreement until the
completion of the Project.
f. Contractor shall have a complete, accurate, and up-to-date set of construction plans,
drawings, and specifications on site at all times.
g. Contractor has examined all available records and made field examinations of the site
of the Project. Contractor has knowledge of the field conditions to be encountered
during the Project. Contractor has knowledge of the types and character of equipment
necessary for the work, the types of materials needed and the sources of such materials,
and the condition of the local labor market.
h. Contractor is responsible for the safety of the work and shall maintain all lights,
guards, signs, temporary passages, or other protections necessary for that purpose at
all times.
i. All work must be performed at Contractor’s risk, and Contractor shall promptly repair
or replace all damage and loss at its sole cost and expense regardless of the reason or
cause of the damage or loss; provided, however, should the damage or loss be caused
by an intentional or negligent act of the City, the risk of such loss shall be placed on
the City.
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j. Contractor is responsible for any loss or damage to materials, tools, or other articles
used or held for use in the completion of performance of the Project.
k. Contractor’s performance must be without damage or disruption to any other work or
property of the City or of others and without interference with the operation of existing
machinery or equipment.
l. Title to all work, materials, and equipment covered by any payment of Contractor’s
compensation by City, whether directly incorporated into the Project or not, passes to
City at the time of payment, free and clear of all liens and encumbrances.
12. Termination for Contractor’s Fault:
a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to
perform any of its obligations under this Agreement, or otherwise breaches any terms
or conditions of this Agreement, the City may, by written notice, terminate this
Agreement or any individual Task Order under this Agreement and the Contractor’s
right to proceed with all or any part of the work (“Termination Notice Due to
Contractor’s Fault”). The City may then take over the work and complete it, either
with its own resources or by re-letting the contract to any other third party.
b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to
payment only for those services Contractor actually rendered.
c. Any termination provided for by this Section 8 shall be in addition to any other
remedies to which the City may be entitled under the law or at equity.
d. In the event of termination under this Section 8, Contractor shall, under no
circumstances, be entitled to claim or recover consequential, special, punitive, lost
business opportunity, lost productivity, field office overhead, general conditions costs,
or lost profits damages of any nature arising, or claimed to have arisen, as a result of
the termination.
13. Termination for City’s Convenience:
a. Should conditions arise which, in the sole opinion and discretion of the City, make it
advisable to the City to cease performance under this Agreement; the City may
terminate this Agreement or any Task Order under this Agreement by written notice
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to Contractor (“Notice of Termination for City’s Convenience”). The termination
shall be effective in the manner specified in the Notice of Termination for City’s
Convenience and shall be without prejudice to any claims that the City may otherwise
have against Contractor.
b. Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise
directed in the Notice, the Contractor shall immediately cease performance under this
Agreement or any Task Order under this Agreement and make every reasonable effort
to refrain from continuing work, incurring additional expenses or costs under this
Agreement or any Task Order under this Agreement and shall immediately cancel all
existing orders or contracts upon terms satisfactory to the City. Contractor shall do
only such work as may be necessary to preserve, protect, and maintain work already
completed or immediately in progress.
c. In the event of a termination pursuant to this Section 9, Contractor is entitled to
payment only for those services Contractor actually rendered on or before the receipt
of the Notice of Termination for City’s Convenience.
d. The compensation described in Section 9(c) is the sole compensation due to Contractor
for its performance of this Agreement. Contractor shall, under no circumstances, be
entitled to claim or recover consequential, special, punitive, lost business opportunity,
lost productivity, field office overhead, general conditions costs, or lost profits
damages of any nature arising, or claimed to have arisen, as a result of the termination.
14. Limitation on Contractor’s Damages; Time for Asserting Claim:
a. In the event of a claim for damages by Contractor under this Agreement, Contractor’s
damages shall be limited to contract damages and Contractor hereby expressly waives
any right to claim or recover consequential, special, punitive, lost business
opportunity, lost productivity, field office overhead, general conditions costs, or lost
profits damages of any nature or kind.
b. In the event Contractor wants to assert a claim for damages of any kind or nature,
Contractor shall provide City with written notice of its claim, the facts and
circumstances surrounding and giving rise to the claim, and the total amount of
damages sought by the claim, within thirty (30) days of the facts and circumstances
giving rise to the claim. In the event Contractor fails to provide such notice, Contractor
shall waive all rights to assert such claim.
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15. Representatives:
a. City’s Representative: The City’s Representative for the purpose of this Agreement
shall be Max Ziegler, Facilities Project Coordinator, or such other individual as City
shall designate in writing. Whenever approval or authorization from or
communication or submission to City is required by this Agreement, such
communication or submission shall be directed to the City’s Representative and
approvals or authorizations shall be issued only by such Representative; provided,
however, that in exigent circumstances when City’s Representative is not available,
Contractor may direct its communication or submission to other designated City
personnel or agents and may receive approvals or authorization from such persons.
b. Contractor’s Representative: The Contractor’s Representative for the purpose of this
Agreement shall be Rob Evans or such other individual as Contractor shall designate
in writing. Whenever direction to or communication with Contractor is required by
this Agreement, such direction or communication shall be directed to Contractor’s
Representative; provided, however, that in exigent circumstances when Contractor’s
Representative is not available, City may direct its direction or communication to other
designated Contractor personnel or agents.
c. Notices: All notices required by this Agreement shall be in writing and shall be
provided to the Representatives named in this Section. Notices shall be deemed given
when delivered, if delivered by courier to Party’s address shown above during normal
business hours of the recipient; or when sent, if sent by email or fax (with a successful
transmission report) to the email address or fax number provided by the Party’s
Representative; or on the fifth business day following mailing, if mailed by ordinary
mail to the address shown above, postage prepaid.
16. Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances,
rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman
business license, and inspections from applicable governmental authorities, and pay all fees
and charges in connection therewith.
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17. Laws and Regulations: Contractor shall comply fully with all applicable state and federal
laws, regulations, and municipal ordinances including, but not limited to, all workers’
compensation laws, all environmental laws including, but not limited to, the generation and
disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety
rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all
applicable City, County, and State building and electrical codes, the Americans with
Disabilities Act, and all non-discrimination, affirmative action, and utilization of minority and
small business statutes and regulations.
18. Nondiscrimination and Equal Pay:
a. The Contractor agrees that all hiring by Contractor of persons performing this
Agreement shall be on the basis of merit and qualifications. The Contractor will have
a policy to provide equal employment opportunity in accordance with all applicable
state and federal anti-discrimination laws, regulations, and contracts. The Contractor
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 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. The Contractor
shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section
140, Title 2, United States Code, and all regulations promulgated thereunder.
b. Contractor represents it is, and for the term of this Agreement will be, in compliance
with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the
Montana Equal Pay Act). Contractor must report to the City any violations of the
Montana Equal Pay Act that Contractor has been found guilty of within 60 days of
such finding for violations occurring during the term of this Agreement.
c. Contractor shall require these nondiscrimination terms of its subcontractors providing
services under this Agreement.
19. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training:
a. Contractor shall not permit or suffer the introduction or use of any intoxicants,
including alcohol or illegal drugs, by any employee or agent engaged in services to the
City under this Agreement while on City property or in the performance of any
activities under this Agreement. Contractor acknowledges it is aware of and shall
comply with its responsibilities and obligations under the U.S. Department of
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Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention
plans and related testing. City shall have the right to request proof of such compliance
and Contractor shall be obligated to furnish such proof.
b. The Contractor shall be responsible for instructing and training the Contractor's
employees and agents in proper and specified work methods and procedures. The
Contractor shall provide continuous inspection and supervision of the work performed.
The Contractor is responsible for instructing his employees and agents in safe work
practices.
20. Modification and Assignability: This Agreement may not be enlarged, modified or altered
except by written agreement signed by both parties hereto. The Contractor may not
subcontract or assign Contractor’s rights, including the right to compensation or duties arising
hereunder, without the prior written consent of City. Any subcontractor or assignee will be
bound by all of the terms and conditions of this Agreement.
21. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide
documentation as requested by the City demonstrating Contractor’s compliance with the
requirements of this Agreement. Contractor shall allow the City, its auditors, and other
persons authorized by the City to inspect and copy its books and records for the purpose of
verifying that the reimbursement of monies distributed to Contractor pursuant to this
Agreement was used in compliance with this Agreement and all applicable provisions of
federal, state, and local law. The Contractor shall not issue any statements, releases or
information for public dissemination without prior approval of the City.
22. Non-Waiver: A waiver by either party any default or breach by the other party of any terms
or conditions of this Agreement does not limit the other party’s right to enforce such term or
conditions or to pursue any available legal or equitable rights in the event of any subsequent
default or breach.
23. Attorney’s Fees and Costs: That in the event it becomes necessary for either Party of this
Agreement to retain an attorney to enforce any of the terms or conditions of this Agreement
or to 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 in-house
counsel to include City Attorney.
24. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate
employee withholdings.
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Professional Services Master Task Order Agreement for General Contracting, Consulting, and Architectural
Services
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25. Dispute Resolution:
a. Any claim, controversy, or dispute between the parties, their agents, employees, or
representatives shall be resolved first by negotiation between senior-level personnel
from each party duly authorized to execute settlement agreements. Upon mutual
agreement of the parties, the parties may invite an independent, disinterested mediator
to assist in the negotiated settlement discussions.
b. If the parties are unable to resolve the dispute within thirty (30) days from the date the
dispute was first raised, then such dispute may only be resolved in a court of competent
jurisdiction in compliance with the Applicable Law provisions of this Agreement.
26. Survival: Contractor’s indemnification shall survive the termination or expiration of this
Agreement for the maximum period allowed under applicable law.
27. Headings: The headings used in this Agreement are for convenience only and are not be
construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs
to which they refer.
28. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance
thereof shall continue in effect.
29. Applicable Law: The parties agree that this Agreement is governed in all respects by the
laws of the State of Montana.
30. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal
representatives, successors, and assigns of the parties.
31. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does
not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by
a third party.
32. Counterparts: This Agreement may be executed in counterparts, which together constitute
one instrument.
33. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement
of the parties. Covenants or representations not contained therein or made a part thereof by
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Professional Services Master Task Order Agreement for General Contracting, Consulting, and Architectural
Services
Page 16 of 16
reference, are not binding upon the parties. There are no understandings between the parties
other than as set forth in this Agreement. All communications, either verbal or written, made
prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically
made a part of this Agreement by reference.
34. Consent to Electronic Signatures: The Parties have consented to execute this Agreement
electronically in conformance with the Montana Uniform Electronic Transactions Act, Title
30, Chapter 18, Part 1, MCA.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year
first above written.
CITY OF BOZEMAN, MONTANA ____________________________________
CONTRACTOR (Type Name Above)
By________________________________ By__________________________________
Jeff Mihelich, City Manager
Print Name:
Print Title: ____________________________
APPROVED AS TO FORM:
By_______________________________
Greg Sullivan, Bozeman City Attorney
DocuSign Envelope ID: 9643640A-822C-4938-A83D-88FA745FC043
Constructive Solutions Inc.
Rob Evans
PresidentChuck Winn, Acting City Manager
XXXXXXXXXXXXXXXXXXXXXXXXXXXX
EXHIBIT A
DocuSign Envelope ID: 9643640A-822C-4938-A83D-88FA745FC043
CSI Rate Sheet.doc 1 December 14, 2023
P.O. BOX 11529
Bozeman, Montana 59719
(406) 404-1560
Rates for Constructive Solutions services are as follows:
CSI Principal = $175/hour
Licensed Architect = $175/hour
Senior Project Administrator = $150/hour
Architectural Designer = $150/hour
Architectural Intern II = $125/hour
Project Administrator = $125/hour
Drafter = $90/hour
Architectural Intern I = $90/hour
Research/Support/Admin = $90/hour
Construction Labor = $90/hour
Emergency Construction Service = $150/hour
All other costs will be billed with a 20% markup over the actual cost.
DocuSign Envelope ID: 9643640A-822C-4938-A83D-88FA745FC043
EXHIBIT B
DocuSign Envelope ID: 9643640A-822C-4938-A83D-88FA745FC043
City of Bozeman Term Contract:
Task Order Number #
PROJECT:
Issued under the authority of City of Bozeman Term Contract Professional Services Agreement With:
For:
This Task Order is dated between:
and
The following representatives have been designated for the work performed under this Task Order
City:
Contractor:
SCOPE OF WORK:
COMPENSATION
IN WITNESS WHEREOF, the parties authorized to commit resources of the parties have
executed this Task Order:
City of Bozeman
2023-01
DocuSign Envelope ID: 9643640A-822C-4938-A83D-88FA745FC043